Result of Placing

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY OF THOSE JURISDICTIONS.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Malvern International plc

("Malvern" or the "Company")

Result of Placing

Malvern International plc (AIM: MLVN), the global learning and skills development partner, is pleased to announce that, further to its announcement of a Fundraising at 7:00 a.m. today, it has successfully completed and closed the Placing which was oversubscribed. The Placing raised a total of £1.7m through the issue of 7,303,672 new Ordinary Shares.

The Placing comprises a Firm Placing of 4,888,500 new Ordinary Shares raising approximately £1.1m before expenses and a Conditional Placing of 2,415,172 new Ordinary Shares raising approximately £0.6m, before expenses, each case at the Issue Price. 

The Issue Price represents a discount of 6 per cent. to the closing middle market price of 24.5 pence per Ordinary Share on 16 February 2026, being the last business day prior to the announcement of the Fundraising.

As part of the Fundraising, the Company also announced it will launch a Retail Offer to raise up to an additional £0.2m and a Directors' Intended Subscription to raise approximately £0.3m, in each case at the Issue Price.

The Firm Placing is conditional on compliance by the Company in all material respects with its obligations under the Placing Agreement and the occurrence of First Admission.

The Conditional Placing, Retail Offer and Directors' Intended Subscription are conditional (amongst other things) on the passing of Resolution 1 being proposed at the General Meeting of the Company to be held on 5 March 2026 (or any adjournment thereof) which will disapply statutory pre-emption rights and authorise the issue and allotment of the Conditional Fundraising Shares on a non-pre-emptive basis for cash.

Edward Roskill, a substantial shareholder in the Company, has subscribed for 869,564 Placing Shares. His participation in the Fundraising constitutes a related party transaction under the AIM Rules. In accordance with AIM Rule 13 the Directors, having consulted with Zeus as the Company's nominated adviser, consider that the terms of Mr. Roskill's participation in the Fundraising are fair and reasonable insofar as Shareholders are concerned.

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for admission of the Firm Placing Shares to trading on AIM (the "Admission"). It is expected that Admission will become effective and dealings in the Firm Placing Shares will commence at 8.00 a.m. on or around 20 February 2026. The Firm Placing Shares will be issued fully paid and will rank pari passu in all respects with the Company's Existing Ordinary Shares.

Admission is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of the Firm Placing Shares. Admission does not require Shareholder approval as the Firm Placing Shares will be issued pursuant to the Company's pre-existing share capital authorities granted at its previous general meeting.

Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 29,330,900 Ordinary Shares with voting rights. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company's share capital under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Company's announcement released at 7:00 a.m. today in respect of the Fundraise unless the context provides otherwise.

Further information:

 Notes to Editors:

Malvern International is a learning and language skills development partner, offering international students essential academic and English language skills, cultural experiences and the support they need to thrive in their academic studies, daily life and career development.

University Pathways provides on- and off-campus in-sessional and pre-sessional programmes to support international students in progressing to a wide range of universities and undergraduate courses. Malvern assists its university partners with international student recruitment and conversion, admissions, fee collection, and course delivery, including teaching, orientation, and student support.

English Language Teaching is provided for Juniors aged 13 to 18 by way of fully immersive residential English language centres and customised language programmes at high-quality locations.

For further investor information go to www.malverninternational.com.