Malvern International : Debt Restructuring

Malvern International plc ("Malvern" or the "Company"), the global learning and skills development partner, is pleased to announce the successful negotiation to restructure its £2.6m debt facility, following constructive discussions with BOOST&CO ("BOOST") the fund manager acting on behalf of the Company's debtholder IL2 2018.

Under the original agreement monthly payments were due to commence in April 2022 over a 24-month period at an interest rate of 7 to 10%, dependent on quarterly revenues. The new agreement provides for a 12-month payment and interest holiday with monthly payments commencing from March 2023 over a five-year period, with the interest being set at 7% for the first two years and 10% for the subsequent three years. There are no early repayment penalties on this facility.

In return, BOOST will receive warrants over 127,010,834 ordinary shares at an exercise price of 0.106p pence per share, being 20% below the average market price, taken over twenty eight (28) calendar day period ending on the date of the Instrument. In addition, BOOST will receive additional warrants listed (a) to (d) with the same exercise price:

• if the loan has not been repaid by 1 March 2024, the warrant share entitlement shall from that date be increased by 11,583,710(0.5% of the fully diluted share capital of the Company as at the date of this Instrument);
• if the loan has not been repaid by 1 March 2025, the warrant share entitlement shall from that date equal be increased by a further 23,167,420 (1% of the fully diluted share capital of the Company as at the date of this Instrument);
• if the loan has not been repaid by 1 March 2026, the warrant share entitlement shall from that date be increased by a further 23,167,420 (1% of the fully diluted share capital of the Company as at the date of this Instrument);
• if the loan has not been repaid by 1 March 2027, the warrant share entitlement shall from that date be increased by a further 23,167,420 (1% of the fully diluted share capital of the Company as at the date of this Instrument).

Furthermore, it has been agreed that the exercise price of BOOST's existing warrants over an aggregate of 45,500,464 shares be adjusted from 0.15p per share to 0.1p.

BOOST have also provided a letter of comfort to provide ongoing financial support to Malvern for any short-term working capital requirement should that become necessary. It is the present policy of BOOST to ensure that Malvern and its subsidiaries have adequate financial resources to meet their obligations and to enable them to continue as a going concern for a period of at least 12 months from the date of the signing of the financial statements.

The financial resources released from the restructure funding will facilitate an increase in student numbers, enable Malvern to strengthen its sales and marketing capability and to pursue a number of partnership opportunities that have been developed over the last two years.

Richard Mace, Chief Executive Officer, said: "I would like to thank BOOST for their continued support and professional approach in the negotiations to restructure the Company's debt."

"As announced in our trading update earlier today, we are seeing international students return to classrooms and we expect to achieve pre-pandemic levels during the course of this year. As a business, we are stronger than we were two years ago - we are 100% focused in the UK, have added the Brighton school, have opened new courses and gained additional accreditations, and have developed our branding and recruitment channels. We believe we are well positioned to take advantage of the opportunities available to us and I look forward to providing further updates on our progress."

Edd Hatfield, CFO at BOOST, added: "We are pleased to continue our support of Malvern as the business emerges from the effects of the Covid-19 pandemic and its management seek to take advantage of opportunities for growth."