TIDM0Y71
RNS Number : 0733Q
Malin Corporation PLC
16 February 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
16 February 2023
Malin Corporation plc
("Malin" or the "Company")
Proposed Return of Capital up to EUR140 million by way of Tender
Offer at EUR9.30 per Ordinary Share
and
Proposed Renominalisation of Ordinary Shares and related
amendments to Malin's Constitution
and
Notice of Extraordinary General Meeting
-- EUR140 million capital return by way of a tender offer to complete in March 2023
-- Tender price is set at EUR9.30 per Ordinary Share
-- Tender Price represents a premium of 24.7% to Malin's share
price and a discount of 7.6% to Malin's Estimated Intrinsic Equity
Value per Ordinary Share
-- EGM to vote on resolutions required to effect Tender Offer set for 10 March 2023
Commenting on the announcement, Liam Daniel, Chairman of Malin,
said: "We are delighted to continue to deliver on our long-standing
commitment to return the excess capital of the business to our
shareholders with this proposed return of up to EUR140 million by
way of a tender offer. This return of capital follows the
divestment of our entire stake in Immunocore which generated cash
proceeds of approximately EUR145 million and other inflows from our
investee companies of approximately EUR21 million during 2022. Our
cash balance of approximately EUR33 million following the
completion of the tender offer will be used to fund the Company's
operations, including possible investments into Malin's existing
assets if strategically or financially attractive investment
opportunities arise."
Introduction
On 7 December 2022, Malin announced its intention to return
approximately EUR140 million to Shareholders by way of a tender
offer to be launched by the end of February 2023. The Company is
today pleased to announce the launch of the proposed tender offer
and the return of capital up to approximately EUR140 million to
Qualifying Shareholders through the purchase and cancellation of up
to approximately 44.25% of the Issued Share Capital of Malin (the
"Tender Offer") on the terms described further below and in a
circular to Shareholders published by the Company today (the
"Circular").
Under the Tender Offer, Qualifying Shareholders are invited to
tender some or all of their Ordinary Shares (with an Individual
Basic Entitlement to tender approximately 44.25% of the Ordinary
Shares held by them at the Tender Offer Record Date, rounded down
to the nearest whole number) at a price of EUR9.30 per Ordinary
Share (the "Tender Price").
Qualifying Shareholders are not required to tender any or all of
their Ordinary Shares if they do not wish to do so.
The Tender Price represents a premium of 24.7% to the closing
price of EUR7.46 per Ordinary Share on 14 February 2023 and
represents a 7.6% discount to the Estimated Intrinsic Equity Value
per Ordinary Share of EUR10.07 on 14 February 2023.
The Circular, containing the formal terms and conditions of the
Tender Offer and instructions to Qualifying Shareholders on how to
tender their Ordinary Shares should they choose to do so, has today
been posted to Shareholders and is also available on the Company's
website (www.malinplc.com).
The Tender Offer opens today and will close at 1.00 p.m. on 20
March 2023.
In order to implement the Tender Offer, a number of shareholder
resolutions (the "Resolutions"), including to approve the
Renominalisation, must be passed. Pursuant to the Renominalisation,
the nominal value of each Ordinary Share will be increased from
EUR0.001 to EUR0.01. The Renominalisation is required in order to
ensure that, following completion of the Tender Offer, the Company
continues to comply with certain Irish law capital maintenance
requirements, namely to have issued share capital with a nominal
value of at least EUR25,000. The Renominalisation will not change
Shareholders' proportionate interest in the Ordinary Shares owned
by them. Aside from the change in nominal value, the rights
attaching to Ordinary Shares (including voting and dividend rights
and rights on a return of capital) will remain the same and the
Ordinary Shares will remain listed on Euronext Growth. In
connection with the Renominalisation, certain amendments will be
required to the share capital provisions of the Constitution.
The Circular contains a notice of Extraordinary General Meeting
("EGM") to be held at the Conrad Hotel, Earlsfort Terrac , Dublin
2, D02 V562, Ireland on 10 March 2023 at 10.00 a.m. to consider the
Resolutions.
An expected timetable of principal events is set out in Appendix
I to this announcement. Capitalised terms used in this
announcement, which have not been defined have the meanings given
to them in the Circular, unless the context provides otherwise.
Background to and reasons for the Tender Offer
Part of Malin's strategy, which has been outlined in its
communications to investors since the Ordinary Shares were
initially admitted to trading in 2015, is to execute returns of
capital to Shareholders of the excess capital of the business
following the realisation of value from its investee companies.
Previously, during 2021, Malin returned approximately EUR95 million
of capital to shareholders, including EUR80.0 million by way of a
tender offer and EUR15.1 million through on-market buybacks. The
Tender Offer launched by the Company today further executes on this
strategy.
On 7 December 2022, Malin announced that it had completed the
divestment of its entire shareholding in its investee company,
Immunocore Holdings plc ("Immunocore"), at an average price of
approximately US$59 per share, generating total cash proceeds of
approximately EUR145 million, realising an approximate 90% gain on
its total capital investment in the company.
As part of that announcement, Malin also confirmed that in
November 2022 it had received approximately EUR6 million in
connection with the release of its portion of the escrow payment on
the upfront consideration payable to Malin in connection with the
sale of its shareholding in its investee company, Kymab Group
Limited, in 2021; and EUR13 million as a distribution from Viamet
Phamaceuticals, Inc. ("Viamet") followings its receipt of a
milestone payment from Mycovia Pharmaceuticals, Inc., the successor
company to Viamet, in connection with the approval of its product
VIVJOA(R) (oteseconazole).
As a result, as at 7 December 2022, Malin had a cash balance of
approximately EUR174 million. In line with its stated strategy of
returning excess capital, Malin further announced its intention to
complete a capital return to shareholders of approximately EUR140
million via a tender offer that would be launched by the end of
February 2023.
The Board has concluded that a return of up to EUR140 million of
capital by way of the Tender Offer is in the best interests of the
Company. The Board has determined that the quantum of the Tender
Offer is appropriate and in the best interests of Company,
providing a significant near-term return of excess capital in the
business to Shareholders. Following the return of the proposed
Tender Offer proceeds, the Company estimates that it will have cash
of approximately EUR33 million, which the Board has determined is
sufficient capital, alongside expected future realisation proceeds,
to exploit future investment opportunities in Malin's existing
investee companies if strategically or financially attractive
investment opportunities arise. The Board remains committed to
seeking to maximise value for Shareholders.
Benefits of the Tender Offer to Shareholders
The benefits of the Tender Offer are that it:
-- is available to all Qualifying Shareholders regardless of the
size of their shareholdings (subject to rounding in the case of
fractional entitlements);
-- recognises the Estimated Intrinsic Equity Value per Ordinary
Share and the significant discount that the Ordinary Shares trade
at compared to this value;
-- means tendering Qualifying Shareholders will receive a
premium of 24.7% to the closing price of EUR7.46 per Ordinary Share
on 14 February 2023 (being the Latest Practicable Date);
-- represents a discount of 7.6% to the Estimated Intrinsic
Equity Value per Ordinary Share of EUR10.07 on 14 February
2023;
-- provides Qualifying Shareholders who wish to sell Ordinary
Shares the opportunity to do so on an equivalent basis to all
Qualifying Shareholders; and
-- enables those Qualifying Shareholders who do not wish to
realise their investment in Ordinary Shares at this time to
maintain their current investment in Malin and increase their
relative stake in Malin.
How to participate in the Tender Offer
Each Qualifying Shareholder is entitled to tender a number of
Ordinary Shares equal to (or less than, if they so choose) their
Individual Basic Entitlement. Qualifying Shareholders will also be
entitled to apply to tender Ordinary Shares in excess of their
Individual Basic Entitlement and, to the extent that other
Shareholders do not tender their Individual Basic Entitlement, all
such Ordinary Shares will be scaled back pro rata to the total
number of such Ordinary Shares tendered in excess of the aggregate
Individual Basic Entitlement, such that the total number of
Ordinary Shares purchased pursuant to the Tender Offer does not
exceed 15,053,763 and the maximum total cost of the Ordinary Shares
purchased pursuant to the Tender Offer does not exceed EUR140
million, in accordance with the terms and conditions of the Tender
Offer set out in the Circular.
Pentwater participation in the Tender Offer and EGM voting
support
Pentwater Capital Management LP and its affiliates ("Pentwater")
currently own, manage or control, in aggregate, 9,603,765 Ordinary
Shares, representing approximately 28.23% of the Issued Ordinary
Share Capital of Malin as at the Latest Practicable Date. Pentwater
intends to participate in the Tender Offer, and has irrevocably
undertaken to tender, in aggregate, 4,250,134 Ordinary Shares
(which is equal to its Individual Basic Entitlement) under the
Tender Offer at the Tender Price and to vote in favour of the
Resolutions in respect of its aggregate shareholding. Pentwater is
participating in the Tender Offer in respect of its Individual
Basic Entitlement so that an obligation for Pentwater to make a
mandatory offer in cash for the entire issued share capital of the
Company pursuant to Rule 37 of the Irish Takeover Rules is not
triggered as a result of the Tender Offer and in order that the
Board can comply with its obligations under Rule 37 (c) of the
Irish Takeover Rules in connection with the Tender Offer. Further
details of this irrevocable undertaking are set out in the
Circular.
Full terms and conditions of the Tender Offer
The Tender Offer is to be effected by Davy, which is acting as
principal and on the terms and subject to the conditions referred
to in the Circular. Davy and the Company have entered into an
Option Agreement pursuant to which Davy has the right to require
the Company to acquire the Ordinary Shares purchased by it under
the Tender Offer at the Tender Price and the Company has the right
to acquire such Ordinary Shares from Davy at the Tender Price. The
Ordinary Shares successfully tendered under the Tender Offer will
be subsequently acquired by Malin from Davy pursuant to the Option
Agreement and cancelled.
Full details of the Tender Offer, including the terms and
conditions on which it is made, as well as the procedure for
tendering and settlement, are included in the Circular which has
today been posted to Shareholders and is also available on the
Company's website ( www.malinplc.com ).
Extraordinary General Meeting
Implementation of the Tender Offer requires approval of the
Required Resolutions by Shareholders. The Resolutions will be
proposed at an Extraordinary General Meeting of the Company to be
held at the Conrad Dublin Hotel, Earlsfort Terrac , Dublin 2, D02
V562, Ireland at 10.00 a.m. on 10 March 2023. If the Required
Resolutions are not passed by the Shareholders at the EGM, the
Tender Offer will not proceed.
Shareholders may listen to the proceedings of the meeting
remotely by teleconference using the dial- in details below:
Ireland +353 1 536 9584
United Kingdom (Local) +44 20 3936 2999
United States (Local) +1 646 664 1960
All other locations +44 20 3936 2999
Listen-only Access Code 923533
For further information contact: Malin
Gary Curran, Assistant Company Secretary ( cosec@malinplc.com
)
Tel: +353 (0)1 901 5700
Davy (Financial Adviser, Euronext Growth Adviser & Joint
Broker)
Brian Garrahy / Daragh O'Reilly Tel: +353 (0)1 679 6363
Liberum (Joint Broker)
Phil Walker / Ben Cryer
Tel: +44 (0) 20 3100 2000
Powerscourt (Media enquiries)
Eavan Gannon
Tel: +353 83 448 8339
malin@powerscourt-group.com
Appendix I
Expected Timeline of Principal Events
The dates and times set out below 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.
Event Time/Date
------------------------------------------ ---------------------------------
Launch of Tender Offer / Tender 16 February 2023
Offer opens for acceptance
------------------------------------------ ---------------------------------
Latest time and date for receipt 10.00 a.m. on 8 March 2023
of Forms of Proxy for EGM
------------------------------------------ ---------------------------------
Time and Date of EGM 10.00 a.m. on 10 March 2023
------------------------------------------ ---------------------------------
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: 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.
Important Notices
This announcement contains Inside Information.
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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END
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