Malin Corporation PLC Results of AGM and EGM (6264S)

TIDM0Y71

RNS Number : 6264S

Malin Corporation PLC

10 March 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

10 March 2023

Malin Corporation plc

("Malin" or the "Company")

Results of Annual General Meeting ("AGM")

and

Results of Extraordinary General Meeting ("EGM")

Malin is pleased to announce the results of its AGM and EGM, each held on 10 March 2023.

At the AGM, each of the resolutions proposed to shareholders were passed. The full text of each resolution was included in the Notice of AGM of the Company circulated to shareholders on 16 February 2023 and made available on the Company's website.

The Company is further pleased to announce that at the EGM, the resolutions put to shareholders to approve the Tender Offer and related matters (as set out in full in the Notice of EGM included in the shareholder circular dated 16 February 2023 (the "Circular")) were duly passed by poll vote.

A summary of the voting results for the AGM and EGM are available on the Company's website www.malinplc.com.

As announced previously, the Tender Offer opened for acceptances on 16 February 2023 and will close for tenders at 1.00 p.m. on 20 March 2023 (the "Closing Date"), with the results of the Tender Offer being announced on 21 March 2023. Proceeds are expected to be despatched to Shareholders who successfully tender Ordinary Shares no later than ten Business Days following the Closing Date.

The timetable of principal events remaining in relation to the Tender Offer is shown below.

Expected Timetable of Principal Events

 
 Event                                                              Time/Date 
------------------------------------------  --------------------------------- 
 Latest time and date for receipt                 12.00 p.m. on 20 March 2023 
  of Electronic Instructions from 
  Qualifying Euroclear Participants 
------------------------------------------  --------------------------------- 
 Latest time and date for receipt           Please refer to corporate actions 
  of Electronic Instructions from                           bulletin for cut- 
  Qualifying CDI Holders                                         off deadline 
------------------------------------------  --------------------------------- 
 Latest time and date for receipt                  1.00 p.m. on 20 March 2023 
  of Tender Forms (Qualifying Certificated 
  Shareholders only) 
------------------------------------------  --------------------------------- 
 Closing Date for the Tender Offer                 1.00 p.m. on 20 March 2023 
------------------------------------------  --------------------------------- 
 Tender Offer Record Date                          6.30 p.m. on 20 March 2023 
------------------------------------------  --------------------------------- 
 Announcement of results of the                    7.00 a.m. on 21 March 2023 
  Tender Offer 
------------------------------------------  --------------------------------- 
 Purchase of Ordinary Shares under                              21 March 2023 
  the Tender Offer 
------------------------------------------  --------------------------------- 
 Cheques dispatched and Euroclear             No later than ten Business Days 
  Bank accounts credited in respect                             following the 
  of Tender Offer proceeds                                       Closing Date 
------------------------------------------  --------------------------------- 
 

Note: The dates and times set out above are indicative only and are based on the Company's current expectations and may be subject to change. References to time in this document are to Dublin, Ireland time unless otherwise stated. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by announcement through a Regulatory Information Service.

Different deadlines and procedures for tenders may apply in certain cases. This is particularly relevant if you hold your interest in Ordinary Shares in book-entry form (i.e. via the Euroclear Bank system, or in CDIs via the CREST system). All such persons who are eligible for and wish to participate in the Tender Offer and/or who wish to exercise voting rights in connection with the Resolutions proposed for consideration at the EGM are recommended to consult with their stockbroker, bank manager, solicitor, accountant or other independent professional adviser at the earliest opportunity given the possibility that earlier deadlines for actions than those set out above will be applied by relevant service providers.

Capitalised words and expressions in this announcement shall, unless the context provides otherwise, have the same meaning as in the Circular.

S 

About Malin Corporation plc

Malin (Euronext Growth Dublin:MLC) is a company investing in highly innovative life sciences companies. Its purpose is to create shareholder value through the application of long-term capital and operational and strategic expertise to a diverse range of global healthcare businesses. Malin has a focus on innovative businesses underpinned by exceptional science and works with its investee companies, providing strategic and financial support to enable them to reach their value potential. Malin is headquartered and domiciled in Ireland and listed on the Euronext Growth Dublin. For more information visit www.malinplc.com.

For further information contact:

Malin

Gary Curran, Assistant Company Secretary ([e-mail])

Andrea Stafford, Head of Finance ([e-mail])

Tel: [phone]

Davy (Financial Adviser, Euronext Growth Listing Sponsor & Joint Broker)

Brian Garrahy / Daragh O'Reilly

Tel: [phone]

Liberum (Joint Broker)

Phil Walker / Ben Cryer

Tel: [phone]

Powerscourt (Media enquiries)

Eavan Gannon

Tel: [phone]

[e-mail]

Important Notices

This announcement does not constitute, or form part of, an offer or any solicitation of an offer, to purchase or repurchase securities in any jurisdiction or constitute a recommendation or advice in respect of any securities or other financial instruments or any other matter. Malin shareholders are advised to read carefully the Circular. Any response to the Tender Offer should be made only on the basis of the information in the Circular.

Davy, which is regulated in Ireland by the Central Bank, is acting exclusively for Malin and no-one else in connection with the matters described in this announcement. Davy will not regard any other person (whether or not a recipient of this announcement) as its customer or be responsible to any other person for providing the protections to customers of Davy nor for providing advice in relation to the transactions and arrangements described in this announcement. Davy is not making any representation or warranty, express or implied, as to the contents of this announcement. Davy has not approved the contents of, or any part of, this announcement and no liability whatsoever is accepted by Davy for the accuracy of any information or opinions contained in this announcement or for the omission of any information from this announcement.

Forward-looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Group and certain plans and objectives of the Board, that are subject to risk factors associated with, amongst other things, the economic and business circumstances occurring from time to time in the countries, sectors and business segments in which the Group operates. These factors include, but are not limited to, those discussed in Part 4 (Risk Factors Related to the Tender Offer) of the Circular. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Board in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results or developments to differ materially from those expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. Malin assumes no obligation to update or correct the information contained in this document, whether as a result of new information, future events or otherwise, except to the extent required by law or the Euronext Growth Rules.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Malin except where expressly stated.

Notice for UK Shareholders

This announcement and any other documents or materials relating to the Tender Offer (including the Circular and the Tender Form) are not being made, and this announcement or such documents and/or materials relating to the Tender Offer (including the Circular and the Tender Form) have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement and such other documents and/or materials relating to the Tender Offer (including the Circular and the Tender Form) are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement, or such other documents and/or materials relating to the Tender Offer (including the Circular and the Tender Form) as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order ("Relevant Persons"). Any person who is not a Relevant Person should not act on or rely on this announcement or any other documents or materials relating to the Tender Offer (including the Circular and the Tender Form). This announcement and the documents and materials relating to the Tender Offer (including the Circular and the Tender Form) and their contents should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom.

Notice for US Shareholders

The Tender Offer relates to securities in a non-US company and is subject to the disclosure requirements, rules and practices applicable to companies listed on the Euronext Growth market, operated by Euronext Dublin, on which the Ordinary Shares are listed, which differ from those of the United States in certain material respects. The Circular has been prepared in accordance with the Irish law, and US Holders should read the entire Circular, including Part 6 (Tax Aspects of the Tender Offer), which contains important information about the Company and the Ordinary Shares.

The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be made in the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Irish law. The Tender Offer is made to the US Holders on the same terms and conditions as those made to all other Shareholders to whom the Tender Offer is being made. Any information documents, including the Circular, are being disseminated to US Holders on a basis comparable to the method pursuant to which such documents are provided to the other Shareholders.

All activities of Davy with respect to the Tender Offer in the United States, if any, will be conducted by its affiliate, Davy Securities. US Holders should note that the Ordinary Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder. It may be difficult for US Shareholders to enforce their rights and any claims arising in connection with the Tender Offer under US federal or state securities laws since the Company is located outside the United States and most of its officers and directors may be residents of countries other than the United States. US Holders may not be able to sue Malin or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company or its affiliates to subject themselves to the jurisdiction or judgement of a US court.

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US person will be a taxable transaction for US federal income tax purposes. Paragraph 3 of Part 6 (Tax Aspects of the Tender Offer) of the Circular sets out a guide to certain US tax consequences of the Tender Offer for Shareholders under current US law. However, each such Shareholder should consult and seek individual advice from an appropriate professional adviser.

To the extent permitted by applicable law and in accordance with normal practice pursuant to Irish law and the Euronext Growth Rules, the Company, Davy or any of their respective affiliates, may from time to time and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, make certain purchases of, or arrangements to purchase, Ordinary Shares outside the United States in reliance on applicable exemptions from the requirements of Regulation 14E, including sales and purchases of Ordinary Shares effected by Davy acting as market maker in the Ordinary Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform the US Holder of such information, and if required, via any other means required by the Euronext Growth Rules or any applicable Irish law.

While the Tender Offer is being made available to Shareholders in the United States, the right to tender Ordinary Shares is not being made available in any jurisdiction in the United States in which the making of the Tender Offer or the right to tender such Ordinary Shares would not be in compliance with the laws of such jurisdiction.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Tender Offer, passed any comments upon the merits or fairness of the Tender Offer, passed any comment upon the adequacy or completeness of the Circular or passed any comment on whether the content in the Circular is correct or complete. Any representation to the contrary is a criminal offence in the United States.

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March 10, 2023 09:00 ET (14:00 GMT)