RNS Number:8265P
Marwyn Value Investors Ltd
11 March 2008
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
For immediate release
11 March 2008
PROPOSED AMALGAMATION
OF
MARWYN VALUE INVESTORS LIMITED
WITH
MARWYN VALUE INVESTORS II LIMITED
(to be implemented under the Guernsey Amalgamation of Companies Ordinance, 1997
(as amended))
Summary
* The Marwyn Directors and the MVI2 Directors announce that they have
reached agreement on the terms of a proposal which would result in both
companies being amalgamated. The amalgamation of Marwyn and MVI2 is to be
implemented under the Guernsey Amalgamation of Companies Ordinance, 1997 (as
amended) and will constitute a reverse takeover for MVI2 and a related party
transaction for both Marwyn and MVI2 for the purposes of the AIM Rules.
* Under the Amalgamation all Marwyn Shares will be converted into New MVI2
Shares on the following basis:
For each Marwyn Ordinary Share such number of New MVI2 Shares (or a fraction
thereof) as shall have a value (calculated by reference to the Formula Asset
Value of an Existing MVI2 Share) equal to 100 per cent. of the Formula Asset
Value of a Marwyn Ordinary Share
For each Marwyn B Share such number of New MVI2 Shares (or a fraction thereof)
as shall have a value (calculated by reference to the Formula Asset Value of an
Existing MVI2 Share) equal to 100 per cent. of the Formula Asset Value of a
Marwyn B Share
The number of New MVI2 Shares to which Marwyn Shareholders will become entitled
under the Amalgamation will not be capable of being determined until the
Calculation Date when the FAVs will be calculated in accordance with the
formulae set out in Appendix B to this announcement.
* For illustrative purposes only, had the Calculation Date been 29
February 2008 (the latest practicable date prior to publication of this
announcement) Marwyn and MVI2 have estimated that:
- the FAV per Existing MVI2 Share would have been 127.5140p, the FAV per Marwyn
Ordinary Share would have been 155.9699p and the FAV per Marwyn B Share would
have been 99.4864p (such Formula Asset Values having been calculated on the
basis of the latest publicly announced unaudited net asset values per Marwyn
Ordinary Share, Marwyn B Share and MVI2 Share as at 29 February 2008, which were
delivered to a Regulatory Information Service Provider by Marwyn and MVI2 on 7
March 2008);
- a Marwyn Ordinary Shareholder would have been entitled to 1.2232 New MVI2
Shares for every Marwyn Ordinary Share held; and
- a Marwyn B Shareholder would have been entitled to 0.7802 New MVI2 Shares for
every Marwyn B Share held.
On the basis of the above illustration, the Amalgamation would result in the
issue of in aggregate 49,171,003 New MVI2 Shares representing 59.84 per cent. of
the enlarged share capital of MVI2 (assuming no exercise of the Marwyn Warrants
or the MVI2 Warrants).
* Under the Marwyn Warrant Proposals, it is proposed that all of the
Marwyn Warrants will be cancelled with effect from the Effective Date. In
consideration for agreeing to such cancellation, Marwyn Warrantholders will
receive New MVI2 Warrants on the following basis:
For every Marwyn Series Two Warrant cancelled 0.6318 of a New MVI2 Warrant
For every Marwyn B Warrant cancelled 0.3571 of a New MVI2 Warrant
In order to simplify the capital structure of the Amalgamated Company, it is
also proposed to implement the MVI2 Warrant Proposals to create a single class
of New MVI2 Warrants. Under the MVI2 Warrant Proposals, it is proposed that all
of the MVI2 Warrants will be cancelled with effect from the Effective Date. In
consideration for agreeing to such cancellation, Existing MVI2 Warrantholders
will receive New MVI2 Warrants on the following basis:
For every MVI2 Series One Warrant cancelled 0.3571 of a New MVI2 Warrant
For every MVI2 Series Two Warrant cancelled 0.1648 of a New MVI2 Warrant
* The directors of Marwyn are also directors of MVI2. In view of this,
both boards are precluded under the Code from providing advice to
Shareholders and Warrantholders on the terms of the Amalgamation Proposals
and on the appropriate course of action.
* On 3 March 2008, Marwyn announced that Daniel Stewart had been appointed
as nominated adviser to Marwyn. As Collins Stewart has acted as nominated
adviser to Marwyn and is still nominated adviser to MVI2, Collins Stewart is
not deemed to be independent to give financial advice to either Marwyn or
MVI2 in accordance with Rule 3 of the Code. Accordingly, for the purpose of
Rule 3.1 of the Code, Daniel Stewart is also acting as independent financial
adviser to Marwyn. Daniel Stewart has advised the Marwyn Board with regard
to the terms of the Amalgamation Proposals. Arden Partners has, for the
purpose of Rule 3.2 of the Code, been appointed as independent financial
adviser to MVI2 for the purposes of the Amalgamation Proposals.
* Daniel Stewart has informed the Marwyn Board that, in its view, based on
the factors to be set out in the Marwyn Circular, the Amalgamation Proposals
are fair and reasonable and that Marwyn Shareholders and Marwyn
Warrantholders should, in the absence of a higher offer, vote in favour of
the Amalgamation Proposals at the Marwyn Meetings convened for 11 April
2008. Daniel Stewart's advice will be set out in full in the Marwyn
Circular.
* Arden Partners has advised the MVI2 Board that, in its view, based on
the factors to be set out in the MVI2 Circular, the Amalgamation Proposals
are fair and reasonable. Arden Partners' advice will be set out in full in
the MVI2 Circular.
* The formal documentation relating to the Amalgamation Proposals is
expected to be dispatched to Marwyn Securityholders and MVI2 Securityholders
shortly.
* The Amalgamation Proposals will be subject, amongst other things, to
approval by Marwyn Securityholders and MVI2 Securityholders. It is expected
that, if approved, the Amalgamation Proposals will become effective on 18
April 2008.
This summary should be read in conjunction with the accompanying full text of
the following announcement which sets out further details of the Amalgamation
Proposals and which forms an integral part of this announcement. The
Amalgamation Proposals will be subject to the terms and conditions set out in
Appendix A to this announcement. Appendix B contains details of the formulae to
be used to calculate the FAVs. Appendix C contains source notes relating to
certain information contained in this announcement. Appendix D contains
definitions of certain expressions used in this summary and the following
announcement.
Enquiries:
Daniel Stewart & Co plc
Paul Shackleton 020 7776 6578
Arden Partners plc
Chris Fielding 020 7398 1638
Collins Stewart Europe Limited
Seema Paterson 020 7523 8350
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Marwyn
confirms that it has 22,500,000 ordinary shares of 10 pence each in issue,
27,749,167 ordinary B shares of 50 pence each in issue, 7,500,000 series two
warrants over Marwyn Ordinary Shares and 27,749,167 B warrants over Marwyn B
Shares.
The International Securities Identification Numbers (ISIN) for Marwyn Ordinary
Shares and Marwyn B Shares are GB00B0XHH732 and GG00B1Z46W70 respectively. The
International Securities Identification Numbers (ISIN) for Marwyn Series Two
Warrants and Marwyn B Warrants are GB00B0XHMV25 and GG00B1Z46Z02 respectively.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, MVI2
confirms that it has 33,000,000 ordinary shares of 10 pence each in issue,
16,500,000 series one warrants over MVI2 Ordinary Shares and 16,500,000 series
two warrants over MVI2 Ordinary Shares.
The International Securities Identification Number (ISIN) for MVI2 Ordinary
Shares is GG00B1DSZV37. The International Securities Identification Numbers
(ISIN) for MVI2 Series One Warrants and MVI2 Series Two Warrants are
GG00B1DSZY67 and GG00B1DT0B16 respectively.
Daniel Stewart, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Marwyn in its capacity
as its nominated adviser and financial adviser and for no one else in relation
to the Amalgamation Proposals. Daniel Stewart will not regard any other person
(whether or not a recipient of this announcement) as its client in relation to
the Amalgamation Proposals and will not be responsible to anyone other than
Marwyn for providing the protections afforded to clients of Daniel Stewart or
for providing any advice in relation to the Amalgamation Proposals, the contents
of this announcement or any transaction or arrangement referred to herein. No
liability whatsoever is accepted by Daniel Stewart for the accuracy of any
information or opinions contained in this announcement (other than its advice to
the Marwyn Board) or for the omission of any material information.
Arden Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for MVI2 in its capacity as
financial adviser and for no one else in relation to the Amalgamation Proposals.
Arden Partners will not regard any other person (whether or not a recipient of
this announcement) as its client in relation to the Amalgamation Proposals and
will not be responsible to anyone other than MVI2 for providing the protections
afforded to clients of Arden Partners or for providing any advice in relation to
the Amalgamation Proposals, the contents of this announcement or any transaction
or arrangement referred to herein. No liability whatsoever is accepted by Arden
Partners for the accuracy of any information or opinions contained in this
announcement (other than its advice to the MVI2 Board) or for the omission of
any material information.
Collins Stewart, which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting exclusively for MVI2 and for no one else
in its capacity as nominated adviser to MVI2. Collins Stewart will not regard
any other person (whether or not a recipient of this announcement) as its client
in relation to the contents of this announcement and will not be responsible to
anyone other than MVI2 for providing the protections afforded to clients of
Collins Stewart or for providing any advice in relation to the contents of this
announcement or any transaction or arrangement referred to herein. No liability
whatsoever is accepted by Collins Stewart for the accuracy of any information or
opinions contained in this announcement or for the omission of any material
information, for which it is not responsible.
McHattie Group, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Marwyn and MVI2 and for
no one else in relation to the Amalgamation Proposals. McHattie Group will not
regard any other person (whether or not a recipient of this announcement) as its
client in relation to the Amalgamation Proposals and will not be responsible to
anyone other than Marwyn and MVI2 for providing the protections afforded to
clients of McHattie Group or for providing any advice in relation to the
Amalgamation Proposals, the contents of this announcement or any transaction or
arrangement referred to herein. No liability whatsoever is accepted by McHattie
Group for the accuracy of any information or opinions contained in this
announcement (other than its valuation report on Marwyn Warrants, Existing MVI2
Warrants and New MVI2 Warrants) or for the omission of any material information,
for which it is not responsible.
This announcement is not intended to and does not constitute or form any part
of, an offer to sell or an invitation to purchase or the solicitation of an
offer to subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Amalgamation Proposals or
otherwise. In deciding whether or not to vote in favour of the Amalgamation
Proposals in respect of Marwyn Securities, Marwyn Securityholders should rely on
the information contained in, and follow the procedures described in, the Marwyn
Circular, the Admission Document and the forms of proxy. In deciding whether or
not to vote in favour of the Amalgamation Proposals in respect of MVI2
Securities, MVI2 Securityholders should rely on the information contained in,
and follow the procedures described in, the MVI2 Circular, the Marwyn Circular,
the Admission Document and the forms of proxy.
The making of the Amalgamation Proposals in, or to persons resident in, or to
nationals or citizens of, jurisdictions outside the United Kingdom or to
nominees of, or custodians or trustees for, citizens or nationals of other
countries ("Overseas Securityholders") may be prohibited or affected by the
laws of the relevant jurisdictions. It is the responsibility of such Overseas
Securityholders to inform themselves about and observe any applicable legal
requirements. No person receiving a copy of a Marwyn Circular and/or a MVI2
Circular and/or the Admission Document and/or a form(s) of proxy in any
jurisdiction other than the UK may treat the same as constituting an invitation
or offer to him, nor should he in any event use such form of proxy, if, in the
relevant jurisdiction, such invitation or offer cannot lawfully be made to him
or such form of proxy cannot lawfully be used without contravention of any
relevant or other legal requirements. In such circumstances, the Marwyn Circular
and/or MVI2 Circular and/or the Admission Document and/or form of proxy are
sent for information only. It is the responsibility of such Overseas
Securityholder receiving a copy of a Marwyn Circular and/or MVI2 Circular and/or
the Admission Document and/or form(s) of proxy and wishing to accept the
Amalgamation Proposals to satisfy himself as to the full observance of the laws
and regulatory requirements of the relevant jurisdiction in connection with the
Amalgamation Proposals, including obtaining any governmental, exchange control
or other consents which may be required, and compliance with other necessary
formalities needing to be observed and payment of any issue, transfer or other
taxes or duties due in such jurisdiction. Any such Overseas Securityholder will
be responsible for any such issue, transfer or other taxes or duties by
whomsoever payable and MVI2 (and any person acting on behalf of MVI2) shall be
fully indemnified and held harmless by such Overseas Securityholder for any
such issue, transfer or other taxes or duties or other requisite payments as
MVI2 (and any person acting on behalf of MVI2) may be required to pay.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe any
applicable requirements. In particular, the Amalgamation Proposals are not being
made, directly or indirectly, in the United States, Canada, Australia, the
Republic of South Africa or Japan. This announcement has been prepared for the
purpose of complying with English law and the City Code and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside England.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Marwyn or of MVI2, all "dealings" in any "relevant
securities" of Marwyn or of MVI2 (including by means of an option in respect of,
or a derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant transaction. This requirement will continue until the
Effective Date (or such later date(s) as the Panel may specify). If two or more
persons act together pursuant to an agreement or understanding, whether formal
or informal, to acquire an "interest" in "relevant securities" of Marwyn or of
MVI2, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all dealings in "relevant
securities" of Marwyn or of MVI2 by Marwyn or MVI2, or any of their respective
"associates", must also be disclosed by no later than 12.00 noon (London time)
on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to the application of Rule 8 to you,
please contact an independent financial adviser authorised under the Financial
Services and Markets Act 2000, consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)20
7638 0129; fax number +44 (0)20 7236 7013.
Forward-looking Statements
Certain statements contained in this announcement are or may constitute
"forward-looking statements". Such forward-looking statements involve risks,
uncertainties and other factors, which may cause the actual results, performance
or achievements of Marwyn or MVI2, or industry results, to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such risks, uncertainties and other
factors include, among others: general economic and business conditions,
particularly in the United Kingdom, changes in technology, government policy,
and ability to attract and retain personnel. These forward-looking statements
speak only as at the date of this announcement. Except as required by the rules
of the Financial Services Authority, the AIM Rules, the Code or by law, each of
Marwyn and MVI2 expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in Marwyn or MVI2's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
PROPOSED AMALGAMATION
OF
MARWYN VALUE INVESTORS LIMITED
WITH
MARWYN VALUE INVESTORS II LIMITED
(to be implemented under the Guernsey Amalgamation of Companies Ordinance, 1997
(as amended))
1 Introduction
The Marwyn Directors and the MVI2 Directors announce that they have reached
agreement on the terms of a proposal which would result in both companies being
amalgamated. The amalgamation of Marwyn and MVI2 is to be implemented under the
Guernsey Amalgamation of Companies Ordinance, 1997 (as amended) and will
constitute a reverse takeover for MVI2 and a related party transaction for both
Marwyn and MVI2 for the purposes of the AIM Rules. The Marwyn Warrants will be
dealt with under the Marwyn Warrant Proposals.
Implementation of the Amalgamation Proposals will result in Marwyn Shareholders
converting their Marwyn Shares into New MVI2 Shares. It will also result in
Marwyn Warrantholders having their Marwyn Warrants cancelled in exchange for New
MVI2 Warrants (exercisable at a subscription price of 115p at any time until 30
September 2010 and callable by MVI2 if the mid-market closing price of the New
MVI2 Warrants on AIM, or any other securities exchange or quotation system on
which the New MVI2 Shares are then primarily traded or quoted as shown by
Bloomberg, shall be 132.5p or more for any twenty or more trading days out of a
period of thirty consecutive trading days).
As part of the Amalgamation Proposals, MVI2 is also proposing to cancel its
existing MVI2 Warrants in exchange for New MVI2 Warrants under the MVI2 Warrant
Proposals.
2 The Amalgamation Proposals
The Amalgamation Proposals comprise the Amalgamation, the Marwyn Warrant
Proposals, the MVI2 Warrant Proposals and the proposed Admission. The
Amalgamation Proposals constitute a reverse takeover and a related party
transaction, (further details of which are set out in paragraph 8 below) for the
purposes of the AIM Rules.
Amalgamation
The Amalgamation is to be implemented under the Ordinance whereby MVI2 and
Marwyn will amalgamate such that MVI2 as the surviving or Amalgamated Company
will, by operation of law, succeed to all property, rights, powers and
privileges, and will become liable for all debts, liabilities and obligations,
of Marwyn existing at the Effective Date. On the Effective Date, Marwyn will
cease to exist as a separate entity under Guernsey law and will be deleted from
the Guernsey Register of Companies. Thereafter, MVI2 will be the Amalgamated
Company for the purposes of the Ordinance.
Under the Amalgamation all Marwyn Shares will be converted into New MVI2 Shares
on the following basis:
For each Marwyn Ordinary Share such number of New MVI2 Shares (or a fraction
thereof) as shall have a value (calculated by reference to the Formula Asset
Value of an Existing MVI2 Share) equal to 100 per cent. of the Formula Asset
Value of a Marwyn Ordinary Share
For each Marwyn B Share such number of New MVI2 Shares (or a fraction thereof)
as shall have a value (calculated by reference to the Formula Asset Value of an
Existing MVI2 Share) equal to 100 per cent. of the Formula Asset Value of a
Marwyn B Share
The number of New MVI2 Shares to which Marwyn Shareholders will become entitled
under the Amalgamation will not be capable of being determined until the
Calculation Date (being 11 April 2008, or if any of the Meetings are adjourned,
the day on which the last Meeting takes place) when the FAVs will be calculated
in accordance with the formulae set out in Appendix B to this announcement.
Fractional entitlements to New MVI2 Shares arising after calculation of each
Marwyn Shareholder's entitlement under the terms of the Amalgamation will be
disregarded and will not be issued.
For illustrative purposes only, had the Calculation Date been 29 February 2008
(being the latest practicable date prior to publication of this announcement)
Marwyn and MVI2 have estimated that:
* the FAV per Existing MVI2 Share would have been 127.5140p, the FAV per
Marwyn Ordinary Share would have been 155.9699p and the FAV per Marwyn B
Share would have been 99.4864p (such Formula Asset Values having been
calculated on the basis of the latest publicly announced unaudited net asset
values per Marwyn Ordinary Share, Marwyn B Share and MVI2 Share as at 29
February 2008, which were delivered to a Regulatory Information Service
Provider by Marwyn and MVI2 on 7 March 2008);
* a Marwyn Ordinary Shareholder would have been entitled to 1.2232 New
MVI2 Shares for every Marwyn Ordinary Share held; and
* a Marwyn B Shareholder would have been entitled to 0.7802 New MVI2
Shares for every Marwyn B Share held.
On the basis of the above illustration, the Amalgamation would result in the
issue of in aggregate 49,171,003 New MVI2 Shares representing 59.84 per cent. of
the enlarged share capital of MVI2 (assuming no exercise of the Marwyn Warrants
or the MVI2 Warrants).
The rights attaching to the New MVI2 Shares will be substantially the same as
those attaching to the Marwyn Shares. A summary of the rights attaching to the
New MVI2 Shares and of the articles of association of the Amalgamated Company
will be set out in the Admission Document.
Warrant Proposals
The terms of the Marwyn Warrants do not make any provision for an amalgamation
of Marwyn and the Directors have received advice that the terms of the Marwyn
Warrants applicable to offers for Marwyn do not apply to the Amalgamation
Proposals as no offer is proposed to be made which will result in the
acquisition of Marwyn Shares. Under the Marwyn Warrant Proposals, it is proposed
that all of the Marwyn Warrants will be cancelled with effect from the Effective
Date. In consideration for agreeing to such cancellation, Marwyn Warrantholders
will receive New MVI2 Warrants on the following basis:
For every Marwyn Series Two Warrant cancelled 0.6318 of a New MVI2 Warrant
For every Marwyn B Warrant cancelled 0.3571 of a New MVI2 Warrant
The cancellation of the Marwyn Warrants and issue of New MVI2 Warrants will be
treated for UK tax purposes as a disposal of the Marwyn Warrants followed by a
separate acquisition and Marwyn Warrantholders will not be able to rollover any
gain arising from such disposal into their replacement New MVI2 Warrants.
Fractional entitlements to New MVI2 Warrants arising after the calculation of
each Marwyn Warrantholder's entitlement under the terms of the Marwyn Warrant
Proposals will be disregarded and will not be issued.
In order to implement the Marwyn Warrant Proposals in relation to the Marwyn
Warrants, the terms and conditions of the deed polls constituting the Marwyn
Warrants will need to be modified. The proposed modifications to the Marwyn
Warrant Deed Polls will have the effect that, subject to and with effect from
the Effective Date, the Subscription Periods (as defined in the Marwyn Warrant
Deed Polls) will end, all Marwyn Warrants for the time being outstanding will be
cancelled and all notices of exercise of any Marwyn Warrants received on or
after the Calculation Date will be of no effect. On cancellation of the Marwyn
Warrants, all rights of Marwyn Warrantholders against Marwyn under the Marwyn
Warrant Deed Polls will be extinguished.
The proposed modifications to the terms and conditions of the Marwyn Warrants
require each of the Marwyn Series Two Warrantholders and the Marwyn B
Warrantholders to pass the Marwyn Warrantholder Resolutions.
In order to simplify the capital structure of the Amalgamated Company, it is
also proposed to implement the MVI2 Warrant Proposals to create a single class
of New MVI2 Warrants. Under the MVI2 Warrant Proposals, it is proposed that all
of the MVI2 Warrants will be cancelled with effect from the Effective Date. In
consideration for agreeing to such cancellation, Existing MVI2 Warrantholders
will receive New MVI2 Warrants on the following basis:
For every MVI2 Series One Warrant cancelled 0.3571 of a New MVI2 Warrant
For every MVI2 Series Two Warrant cancelled 0.1648 of a New MVI2 Warrant
Fractional entitlements to New MVI2 Warrants arising after the calculation of
each MVI2 Warrantholder's entitlement under the terms of the MVI2 Warrant
Proposals will be disregarded and will not be issued.
The MVI2 Warrant Proposals will be implemented by amending the deed poll
constituting the Existing MVI2 Warrants in a similar manner as the amendments
proposed to be made to the Marwyn Warrant Deed Polls.
The MVI2 Warrant Proposals require each of the MVI2 Series One Warrantholders
and the MVI2 Series Two Warrantholders and the MVI2 Warrantholders together to
pass extraordinary resolutions.
The Amalgamation Proposals are conditional on, inter alia, the Marwyn
Warrantholders Resolutions and the MVI2 Warrantholders Resolutions being passed.
McHattie valuation
McHattie Group, an independent valuation business owned by Andrew McHattie
trading under the name the "McHattie Group", has determined the value of the New
MVI2 Warrants and has advised on the warrant conversion ratio for the Marwyn
Series Two Warrants, the Marwyn B Warrants and the MVI2 Series One Warrants and
the MVI2 Series Two Warrants.
On the basis of the assumptions set out in the letter from McHattie Group which
will be set out in full in the Marwyn Circular, McHattie Group has valued the
New MVI2 Warrants at a price of 18.2p per New MVI2 Warrant.
On 13 February 2007, the McHattie Warrants Alert Fund, (the "McHattie Fund"), a
fund managed by McHattie Investment Management Ltd ("MIML") a company owned by
Andrew McHattie, acquired and continues to hold 175,000 Marwyn Ordinary Series
Two Warrants and 50,000 MVI2 Series Two Warrants which make up approximately
0.93 per cent. and 0.04 per cent. of the assets under management of the McHattie
Fund respectively and cumulatively less than 1 per cent. of its assets under
management. The McHattie Fund's holding of Marwyn Ordinary Series Two Warrants
represents 2.33 per cent. of the 7,500,000 outstanding Marwyn Ordinary Series
Two Warrants, as at the date of this announcement. The McHattie Fund's holding
of MVI2 Series Two Warrants represents 0.30 per cent. of the 16,500,000
outstanding MVI2 Series Two Warrants, as at the date of this announcement.
Andrew McHattie (the owner of the McHattie Group and the sole shareholder of
MIML) who has been involved in this transaction, is a unitholder in the McHattie
Fund, owning approximately 5 per cent of the issued units. Andrew and John
McHattie are the directors of MIML. MIML charges an annual management fee of 1.5
per cent. of the assets under management of the McHattie Fund. No other fees are
charged by MIML to the McHattie Fund, nor do the MIML directors receive any fees
from MIML.
Terms and conditions of the New MVI2 Warrants
The New MVI2 Warrants will be exercisable at a subscription price of 115p at any
time until 30 September 2010. The New MVI2 Warrants will be callable by MVI2 if
the mid-market closing price of the New MVI2 Warrants on AIM, or any other
securities exchange or quotation system on which the New MVI2 Shares are then
primarily traded or quoted as shown by Bloomberg, shall be 132.5p or more for
any twenty or more trading days out of a period of thirty consecutive trading
days. The detailed terms and conditions attaching to the New MVI2 Warrants will
be set out in the Admission Document.
Admission to trading on AIM
The Amalgamation constitutes a reverse takeover for MVI2 under the AIM Rules.
This means that it must be approved by MVI2 Shareholders at the MVI2 EGM. It
also means that if the Amalgamation becomes effective, the admission of the
Existing MVI2 Shares and the Existing MVI2 Warrants will be cancelled with
effect from the Effective Date.
Application will be made to the London Stock Exchange for all of the Existing
MVI2 Shares to be re-admitted to trading on AIM and for the New MVI2 Shares to
be issued pursuant to the Amalgamation and for all of the New MVI2 Warrants to
be issued pursuant to the Warrant Proposals, to be admitted to trading on AIM.
Admission is conditional upon the Amalgamation Proposals becoming effective. It
is expected that Admission will become effective and that dealings on AIM for
normal settlement in the MVI2 Shares and New MVI2 Warrants will commence on 18
April 2008.
Terms and Conditions of the Amalgamation Proposals
The terms and conditions of the Amalgamation Proposals are set out in Appendix A
to this announcement. The Conditions are:
(a) the Amalgamation becoming effective on or before 1 May 2008 or such later
date and time as MVI2 and Marwyn may agree subject to the requirements of the
Code, the Panel and Guernsey law, provided such date is no later than 31 May
2008;
(b) the passing of the Marwyn Resolutions by the requisite majorities;
(c) the passing of the MVI2 Resolutions by the requisite majorities;
(d) the issue by the Greffier of a certificate confirming implementation of the
Amalgamation prior to 8.00 a.m. on the expected date of Admission;
(e) the London Stock Exchange agreeing to admit the entire issued and to be
issued share capital of MVI2 and the New MVI2 Warrants to trading on AIM,
subject only to the allotment of the New MVI2 Shares, the issue of the New MVI2
Warrants and the Amalgamation becoming effective; and
(f) the further Conditions set out in paragraphs 2(b), 2(c) and 3 of Appendix A
to this announcement.
Once the Amalgamation Proposals have been approved by the Marwyn Shareholders,
the Marwyn Warrantholders, the Existing MVI2 Shareholders and the Existing MVI2
Warrantholders and the other Conditions have been satisfied or waived, the
Amalgamation will become effective upon the issuance of the Certificate of
Amalgamation by the Greffier under section 7 of the Ordinance. This is expected
to occur on 18 April 2008 but in any event must happen by no later than 31 May
2008 or the Amalgamation Proposals will not become effective.
If the Amalgamation Proposals become effective, they will bind all MVI2 and
Marwyn Securityholders, irrespective of whether they attend or vote in favour of
the MVI2 or Marwyn Resolutions at the Meetings.
3 Rationale for the Amalgamation
Marwyn and MVI2 were established as independent companies with common directors
and with the principal intention of allowing investors access to the investment
strategy pursued by the Master Fund.
In light of the fact that the net proceeds received by Marwyn and MVI2 in
relation to the placings of the Marwyn Ordinary Shares, the Marwyn B Shares and
the Existing MVI2 Shares respectively and the proceeds received by Marwyn from
the accelerated call of the Marwyn series one warrants have all been invested
entirely in partnership interests in the Master Fund (albeit at different times
and subject to some cash being retained by Marwyn and MVI2 to meet ongoing
expenses) and ultimately therefore in the same pool of assets, it is the Marwyn
Directors belief (for the reasons set out below) that it is in the best
interests of the Marwyn Shareholders and the Marwyn Series Two Warrantholders
and the Marwyn B Warrantholders that the assets of Marwyn be combined with those
of MVI2 via an amalgamation of the two companies and that the capital structure
of the Amalgamated Company be simplified.
The Amalgamation Proposals will consolidate both Marwyn and MVI2 into one entity
resulting in annual cost savings on the pro-forma combined costs for both
companies as the Amalgamation removes or reduces the duplication of certain
costs currently borne by both companies e.g. directors remuneration, advisers'
fees, administration expenses and other costs associated with admission to AIM.
In addition, the amalgamation of Marwyn and MVI2 creates a single entity of
greater scale which, when combined with the simplified capital structure, should
enable the Amalgamated Company to benefit both from improved liquidity in all
its securities (both shares and warrants) as well as exposure to a broader
investor base and additional potential sources of capital.
The MVI2 Directors are also of the belief that the Amalgamation Proposals are in
the best interests of the MVI2 Shareholders, the MVI2 Series One Warrantholders
and the MVI2 Series Two Warrantholders for the same reasons as set out above.
4 Recommendations
The Directors of Marwyn are also directors of MVI2. In view of this, both boards
are precluded under the Code from providing advice to Shareholders and
Warrantholders on the terms of the Amalgamation Proposals and on the appropriate
course of action.
On 3 March 2008, Marwyn announced that Daniel Stewart had been appointed as
nominated adviser to Marwyn. As Collins Stewart has acted as nominated adviser
to Marwyn and is still nominated adviser to MVI2, Collins Stewart is not deemed
to be independent to give financial advice to either Marwyn or MVI2 in
accordance with Rule 3 of the Code. Accordingly, for the purposes of Rule 3.1 of
the Code, Daniel Stewart is also acting as independent financial adviser to
Marwyn. Daniel Stewart has advised the Marwyn Board with regard to the terms of
the Amalgamation Proposals. Arden Partners has, for the purposes of Rule 3.2 of
the Code, been appointed as independent financial adviser to MVI2 for the
purposes of the Amalgamation Proposals.
Daniel Stewart has informed the Marwyn Board that, in its view, based on the
factors which will be set out in the Marwyn Circular, the Amalgamation Proposals
are fair and reasonable and that Marwyn Shareholders and Marwyn Warrantholders
should, in the absence of a higher offer, vote in favour of the Amalgamation
Proposals at the Marwyn Meetings which are expected to be convened for 11 April
2008. Daniel Stewart's advice will be set out in full in the Marwyn Circular.
Arden Partners has advised the MVI2 Board that, in its view, based on the
factors set out in the Beta Circular, the Amalgamation Proposals are fair and
reasonable. Arden Partners' advice will also be set out in full the MVI2
Circular.
5 Information on Marwyn and MVI2
Marwyn was incorporated with limited liability in Guernsey on 20 January 2006
with registration number 44223, as a closed-ended investment company. Marwyn was
established to provide an AIM traded entity for investors principally to gain
exposure to the investment strategy being pursued by the Master Fund. In the
financial year ended 31 December 2007, Marwyn made profit of �4,870,484. As at
29 February 2008 the unaudited net asset value per Marwyn Ordinary Share was
156.343p and the unaudited net asset value per Marwyn B share was 99.486p.
MVI2 was incorporated with limited liability in Guernsey on 5 September 2006
with registration number 45443 as a closed-ended investment company. It was also
established to provide an AIM traded entity for investors principally to gain
exposure to the investment strategy being pursued by the Master Fund. In the
period 5 September 2006 to 31 December 2007, MVI2 made profit of �9,789,839. As
at 29 February 2008 the unaudited net asset value per MVI2 Share was 127.514p.
6 Amalgamation Agreement
Marwyn and MVI2 entered into an amalgamation agreement on 11 March 2008. This
agreement contains undertakings from Marwyn and MVI2 to each other in relation
to the Amalgamation Proposals, including certain undertakings of each of Marwyn
and MVI2 to make any necessary filings and hold any necessary director,
shareholder and warrantholder meetings to facilitate the Amalgamation Proposals.
Further details of this agreement will be set out in the Marwyn Circular and the
MVI2 Circular.
7 Information on the Amalgamated Company and the Master Fund
Information on the Amalgamated Company following the implementation of the
Amalgamation Proposals and on the Master Fund will be contained in the Admission
Document to be published in connection with the Amalgamation Proposals.
8 Amalgamation as a Related Party Transaction
As Marwyn is a related party of MVI2 for the purposes of the AIM Rules, the
Amalgamation Proposals constitute a related party transaction for Marwyn for the
purposes of Rule 13 of the AIM Rules which requires a statement that with the
exception of any director who is involved in the transaction as a related party,
its directors consider, having consulted with its nominated adviser, that the
terms of the transaction are fair and reasonable in so far as its shareholders
are concerned. As the Marwyn Directors are also Directors of MVI2, none of the
Marwyn Directors are independent for the purposes of Rule 13 of the AIM Rules.
The London Stock Exchange has given a derogation from this rule on the condition
that the Amalgamation Proposals are subject to a resolution of Marwyn
Shareholders being passed. Daniel Stewart has advised that it is not appropriate
for the Directors to vote on this resolution. Further details of the resolution
to be proposed at the Marwyn EGM will be set out in the notice of Marwyn EGM to
be contained in the Marwyn Circular.
For the same reasons as set out above, the Amalgamation Proposals also
constitute a related party transaction for the purposes of Rule 13 of the AIM
Rules for MVI2. Accordingly, the Amalgamation Proposals are also subject to a
resolution of MVI2 Shareholders being passed. Further details of the resolution
to be proposed at the MVI2 EGM will be set out in the notice of the MVI2 EGM to
be contained in the MVI2 Circular.
9 Proposed arrangements with Master Fund
Subject to the Amalgamation Proposals becoming effective, MVI2 has agreed with
the general partner of the Master Fund that it will not redeem its partnership
interests in the Master Fund for a period of at least three years from the
Effective Date. Provided MVI2 (acting through its independent Directors) serves
a redemption notice on the general partner not less than six months prior to the
end of this three year lock-in period in respect of all or some of its
partnership interests in the Master Fund, it can redeem such partnership
interests on the first withdrawal date falling after the end of the three year
lock-in period (subject to the other restrictions on redemption contained in the
partnership agreement relating to the Master Fund). However, if no such
redemption notice is given in respect of all or part of MVI2's partnership
interests, the lock-in period will automatically be reset for subsequent three
year periods in respect of such partnership interests for which no such notice
has been served (subject to no redemption notice being served by MVI2 at least
six months prior to the end of the relevant lock-in period).
Separately, the general partner to the Master Fund has agreed that MVI2 will be
entitled to redeem up to �1 million of its partnership interests in the Master
Fund to meet the costs of the Amalgamation Proposals.
David Williams and David Warr are directors of the general partner to the Master
Fund. David Williams and James Corsellis are partners in the Investment Manager
and shareholders in the Manager. Given these interests, they are deemed to be
interested in the arrangements described above. As a result, Ian Clarke and
Robert Ware are the independent directors of MVI2 who consider, having consulted
with MVI2's nominated MVI2 adviser, Collins Stewart, that the terms of these
arrangements are fair and reasonable insofar as Existing MVI2 Shareholders are
concerned.
10 CS Option
On 11 March 2008, Marwyn, MVI2 and Collins Stewart agreed to amend the terms of
the option deed dated 20 February 2006 between Marwyn and Collins Stewart
conditionally upon the Amalgamation Proposals becoming effective to take account
of the effects of the Amalgamation Proposals on the Amalgamated Company and its
share capital. Accordingly, if the Amalgamation Proposals become effective,
Collins Stewart will cease to have an option over Marwyn Ordinary Shares and
instead shall have an option expiring on 23 February 2011 to subscribe for such
number of MVI2 Shares as is equal to 150,000 multiplied by the FAV of a Marwyn
Ordinary Share and divided by the FAV of an Existing MVI2 Share (rounded down to
the nearest whole number) at an aggregate subscription price of �150,000. Daniel
Stewart, Marwyn's nominated adviser and financial adviser considers this
proposed amendment to be fair and reasonable in the context of the Amalgamation
Proposals.
11 Disclosure of interests in relevant securities of Marwyn
Save for the Marwyn Shares owned by David Williams, Robert Ware and David Warr
referred to in paragraph 12 below, the CS Option and the 145,000 Marwyn
Ordinary Shares held by Marwyn Capital Management Limited, as at the date of
this announcement, neither MVI2, nor, so far as the MVI2 Directors are aware,
any person acting in concert with it, had any interest in or right to subscribe
for any relevant securities of Marwyn nor are they party to any short positions
(whether conditional or absolute and whether in the money or otherwise) relating
to relevant securities of Marwyn, including any short positions under
derivatives, agreements to sell or any delivery obligations or rights to require
another person to take delivery. Neither MVI2 nor, so far as the MVI2 Directors
are aware, any person acting in concert with it, has borrowed or lent any
relevant securities of Marwyn.
12 Shareholdings in Marwyn
David Williams, a director of Marwyn and MVI2, holds 750,000 Marwyn Ordinary
Shares and 250,000 Marwyn Series Two Warrants.
Robert Ware, a director of Marwyn and MVI2, holds 375,000 Marwyn Ordinary Shares
and 125,000 Marwyn Series Two Warrants.
David Warr, a director of Marwyn and MVI2, holds 150,000 Marwyn Ordinary Shares
and 50,000 Marwyn Series Two Warrants.
13 Cancellation of admission to trading on AIM
Prior to the Amalgamation Proposals becoming effective, Marwyn will make an
application to the London Stock Exchange to cancel the admission to trading of
Marwyn Ordinary Shares, Marwyn B Shares and Marwyn Warrants on AIM with effect
from the Effective Date.
14 Directors
On 18 February 2008 James Corsellis was appointed as an executive director of
Marwyn and MVI2. Earlier today, James Corsellis stepped down as an executive
director of both companies and was immediately appointed as a non-executive
director of both companies.
15 Other Information
The Amalgamation Proposals will be subject to the applicable requirements of the
City Code and will be on the terms and subject to the conditions set out in this
announcement and in Appendix A. The Marwyn Circular, setting out details of the
Amalgamation Proposals for Marwyn Securityholders together with notices of the
Marwyn Meetings and the expected timetable will be despatched to Marwyn
Securityholders, together with a copy of the Admission Document and forms of
proxy as soon as practicable and, in any event, within 28 days of the date of
this announcement unless the Panel otherwise consents. This announcement does
not constitute an offer or an invitation to purchase any securities. In deciding
whether or not to vote in favour of the Amalgamation Proposals in respect of
Marwyn Securities, Marwyn Securityholders should rely on the information
contained in, and follow the procedures described in, the Marwyn Circular, the
Admission Document and the forms of proxy.
The MVI2 Circular, setting out details of the Amalgamation Proposals for MVI2
Securityholders together with notices of the MVI2 Meetings and the expected
timetable will be despatched to MVI2 Securityholders, together with a copy of
the Admission Document, the Marwyn Circular and forms of proxy as soon as
practicable and, in any event, within 28 days of the date of this announcement
unless the Panel otherwise consents. This announcement does not constitute an
offer or an invitation to purchase any securities. In deciding whether or not to
vote in favour of the Amalgamation Proposals in respect of MVI2 Securities, MVI2
Securityholders should rely on the information contained in, and follow the
procedures described in, the MVI2 Circular, the Admission Document, the Marwyn
Circular and the forms of proxy.
16 General
Your attention is drawn to the further information contained in the Appendices
which form part of this announcement.
The summaries of further terms in relation to the Amalgamation Proposals set out
in Appendix A to this announcement form part of, and should be read in
conjunction with, this announcement.
Appendix B to this announcement contains details of the formulae to be used to
calculate the FAVs.
Appendix C to this announcement provides details of the bases of calculations
and sources of certain information included in this announcement.
Appendix D to this announcement contains definitions of certain terms used in
this announcement.
Enquiries:
Daniel Stewart & Co plc
Paul Shackleton 020 7776 6578
Arden Partners plc
Chris Fielding 020 7398 1638
Collins Stewart Europe Limited
Seema Paterson 020 7523 8350
The making of the Amalgamation Proposals in, or to persons resident in, or to
nationals or citizens of, jurisdictions outside the United Kingdom or to
nominees of, or custodians or trustees for, citizens or nationals of other
countries ("Overseas Securityholders") may be prohibited or affected by the
laws of the relevant jurisdictions. It is the responsibility of such Overseas
Securityholders to inform themselves about and observe any applicable legal
requirements. No person receiving a copy of a Marwyn Circular and/or a MVI2
Circular and/or Admission Document and/or a form(s) of proxy in any
jurisdiction other than the UK may treat the same as constituting an invitation
or offer to him, nor should he in any event use such form of proxy, if, in the
relevant jurisdiction, such invitation or offer cannot lawfully be made to him
or such form of proxy cannot lawfully be used without contravention of any
relevant or other legal requirements. In such circumstances, the Marwyn
Circular and/or MVI2 Circular and/or Admission Document and/or form of proxy
are sent for information only. It is the responsibility of such Overseas
Shareholder receiving a copy of a Marwyn Circular and/or MVI2 Circular and/or
Admission Document and/or form(s) of proxy and wishing to accept the
Amalgamation Proposals to satisfy himself as to the full observance of the laws
and regulatory requirements of the relevant jurisdiction in connection with the
Amalgamation Proposals, including obtaining any governmental, exchange control
or other consents which may be required, and compliance with other necessary
formalities needing to be observed and payment of any issue, transfer or other
taxes or duties due in such jurisdiction. Any such Overseas Securityholder will
be responsible for any such issue, transfer or other taxes or duties by
whomsoever payable and MVI2 (and any person acting on behalf of MVI2) shall be
fully indemnified and held harmless by such Overseas Securityholder for any
such issue, transfer or other taxes or duties or other requisite payments as
MVI2 (and any person acting on behalf of MVI2) may be required to pay.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe any
applicable requirements. In particular, the Amalgamation Proposals are not being
made, directly or indirectly, in the United States, Canada, Australia, the
Republic of South Africa or Japan. This announcement has been prepared for the
purpose of complying with English law and the City Code and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside England.
Daniel Stewart, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Marwyn in its capacity
as its nominated adviser and financial adviser and for no one else in relation
to the Amalgamation Proposals. Daniel Stewart will not regard any other person
(whether or not a recipient of this announcement) as its client in relation to
the Amalgamation Proposals and will not be responsible to anyone other than
Marwyn for providing the protections afforded to clients of Daniel Stewart or
for providing any advice in relation to the Amalgamation Proposals, the contents
of this announcement or any transaction or arrangement referred to herein. No
liability whatsoever is accepted by Daniel Stewart for the accuracy of any
information or opinions contained in this announcement (other than its advice to
the Marwyn Board) or for the omission of any material information.
Arden Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for MVI2 in its capacity as
financial adviser and for no one else in relation to the Amalgamation Proposals.
Arden Partners will not regard any other person (whether or not a recipient of
this announcement) as its client in relation to the Amalgamation Proposals and
will not be responsible to anyone other than MVI2 for providing the protections
afforded to clients of Arden Partners or for providing any advice in relation to
the Amalgamation Proposals, the contents of this announcement or any transaction
or arrangement referred to herein. No liability whatsoever is accepted by Arden
Partners for the accuracy of any information or opinions contained in this
announcement (other than its advice to the MVI2 Board) or for the omission of
any material information.
Collins Stewart, which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting exclusively for MVI2 and for no one else
in its capacity as nominated adviser to MVI2. Collins Stewart will not regard
any other person (whether or not a recipient of this announcement) as its client
in relation to the contents of this announcement and will not be responsible to
anyone other than MVI2 for providing the protections afforded to clients of
Collins Stewart or for providing any advice in relation to the contents of this
announcement or any transaction or arrangement referred to herein. No liability
whatsoever is accepted by Collins Stewart for the accuracy of any information or
opinions contained in this announcement or for the omission of any material
information, for which it is
not responsible.
McHattie Group, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Marwyn and MVI2 and for
no one else in relation to the Amalgamation Proposals. McHattie Group will not
regard any other person (whether or not a recipient of this announcement) as its
client in relation to the Amalgamation Proposals and will not be responsible to
anyone other than Marwyn and MVI2 for providing the protections afforded to
clients of McHattie Group or for providing any advice in relation to the
Amalgamation Proposals, the contents of this announcement or any transaction or
arrangement referred to herein. No liability whatsoever is accepted by McHattie
Group for the accuracy of any information or opinions contained in this
announcement (other than its valuation report on Marwyn Warrants, Existing MVI2
Warrants and New MVI2 Warrants) or for the omission of any material information,
for which it is not responsible.
Appendix A
Terms and Conditions of the Amalgamation Proposal
Terms of the Amalgamation
Subject to the necessary approvals being obtained from the Marwyn Shareholders,
the Existing MVI2
Shareholders, the Marwyn Warrantholders and the Existing MVI2 Warrantholders at
the various Meetings (as more specifically detailed below) and satisfaction or
waiver of the other terms and conditions set out in this Appendix A, Marwyn and
MVI2 will amalgamate pursuant to the terms of the Ordinance so that the Marwyn
Shares will be converted into New MVI2 Shares and MVI2 will by, operation of
law, succeed to all property, rights, powers and privileges, and will become
liable for all debts, liabilities and obligations, of Marwyn existing at the
Effective Date. Accordingly, following the Effective Date:
(1) Name of Amalgamated Company
Marwyn Value Investors II Limited shall be the Amalgamated Company and shall,
subject to the subsequent confirmation of the change of name by the Royal Court
of Guernsey pursuant to section 22(2)(a) of the Companies Law, change its name
to Marwyn Value Investors Limited.
(2) Registered Office
The registered office of the Amalgamated Company will be at Martello Court,
Admiral Park, St. Peter Port, Guernsey GY1 3HB.
(3) Directors
The Directors of the Amalgamated Company will be:
Mr. David Jeffreys Williams of Surville, Ruette Pinel, St. Helier, Jersey, JE2
3HF
Mr. Robert Thomas Ernest Ware of Woodley Lodge, Duffield Road, Woodley,
Berkshire, RG5 4RL
Mr. David John Warr of La Cotte, Rue Des Hougues de Noirmont, Vale, Guernsey,
GY3 5EL
Mr. Ian Geoffrey Clarke of La Cachette, 55 Hauteville, St. Peter Port, Guernsey,
GY1 1DQ
Mr. James Henry Merrick Corsellis, 86 Campden Street, London, W8 7EN
(4) Memorandum and Articles of Association
From the Effective Date, if the articles of association of MVI2 are amended in
accordance with the special resolutions to be proposed at the MVI2 EGM the
memorandum and articles of association of MVI2 (as amended pursuant to the MVI2
Amalgamation Resolution) will become the memorandum and articles of association
of the Amalgamated Company. A summary of the memorandum and revised articles of
association of MVI2 will be set out in the Admission Document. In accordance
with section 4(3)(d) of the Ordinance, a copy of the memorandum and original or
revised articles of association will be supplied to any member of MVI2 or Marwyn
who requests it.
(5) Share structure of the Amalgamated Company
From the Effective Date, the authorised share capital of the Amalgamated Company
will be �30,000,000 divided into 300,000,000 ordinary shares of 10 pence each,
of which the MVI2 Shares will be in issue (assuming no exercise of Marwyn or
MVI2 Warrants prior to the Effective Date), with the rights, privileges,
limitations and conditions more particularly described in MVI2's memorandum and
articles of association which will be summarised in the Admission Document. In
addition, New MVI2 Warrants entitling the holders to subscribe for, MVI2 Shares
will be in issue on the terms set out in the Admission Document and Collins
Stewart will have an option expiring on 23 February 2011 to subscribe for such
number of MVI2 Shares as is equal to 150,000 multiplied by the FAV of a Marwyn
Ordinary Share and divided by the FAV of an Existing MVI2 Share (rounded down to
the nearest whole number) at an aggregate subscription price of �150,000.
(6) Effect of the Amalgamation Proposals
(a) On the Effective Date, Marwyn will cease to exist as a separate entity under
Guernsey law and will be deleted from the Guernsey Register of Companies.
(b) On the Effective Date the Amalgamation Proposals will bind all Marwyn
Shareholders, Marwyn Warrantholders, Existing MVI2 Shareholders and Existing
MVI2 Warrantholders irrespective of whether all of the Marwyn Shareholders,
Marwyn Warrantholders, Existing MVI2 Shareholders and Existing MVI2
Warrantholders attended or voted in favour of the various Resolutions at the
Meetings.
(c) On the Effective Date, the Marwyn Shares will be converted by operation of
law under the Ordinance into New MVI2 Shares.
(d) On the Effective Date, the Marwyn Warrants will be cancelled under the terms
of the Marwyn Warrant Proposals and the Existing MVI2 Warrants will be cancelled
under the terms of the MVI2 Warrant Proposals.
(e) The holders of the Existing MVI2 Shares will continue to hold the same
number of ordinary shares of 10 pence each in MVI2 immediately following the
Effective Date.
(f) No holder of Marwyn Shares, Marwyn Warrants, Existing MVI2 Shares or
Existing MVI2 Warrants will be required to execute any stock transfer form nor
deliver up any share certificates or warrant certificates for the Amalgamation
Proposals to become effective.
(g) Under the Amalgamation, the Marwyn Shares will convert into New MVI2 Shares
on the following basis:
For each Marwyn Ordinary share such number of New MVI2 Shares (or a fraction
thereof) as shall have a value (calculated by reference to the FAV of an
Existing MVI2 Share) equal to 100 per cent of the FAV of a Marwyn Ordinary
Share;
For each Marwyn B Share such number of New MVI2 Shares (or a fraction thereof)
as shall have a value (calculated by reference to the FAV of an Existing MVI2
Share) equal to 100 per cent of the FAV of a Marwyn B Share.
Fractional entitlements to New MVI2 Shares arising after calculation of each
Marwyn Shareholder's entitlement under the terms of the Amalgamation will be
disregarded and will not be issued.
(h) Under the Marwyn Warrant Proposals, the Marwyn Warrants will be cancelled in
consideration for the issue of New MVI2 Warrants on the following basis:
For every Marwyn Series Two Warrant cancelled 0.6318 of a New MVI2 Warrant
For every Marwyn B Warrant cancelled 0.3571 of a New MVI2 Warrant
(i) Under the MVI2 Warrant Proposals, the MVI2 Warrants will be cancelled in
consideration for the issue of New MVI2 Warrants on the following basis:
For every MVI2 Series One Warrant cancelled 0.3571 of a New MVI2 Warrant
For every MVI2 Series Two Warrant cancelled 0.1648 of a New MVI2 Warrant
(j) Fractional entitlements to New MVI2 Warrants arising after calculation of
each Marwyn Warrantholder's entitlement and each Existing MVI2 Warrantholder's
entitlement under the terms of the Marwyn Warrant Proposals and the MVI2 Warrant
Proposals respectively will be disregarded and not issued.
(k) Each dividend mandate in force at the close of business on the Effective
Date relating to the payment of dividends on any Marwyn Shares shall cease to
have effect.
(l) On the Effective Date each existing share and warrant certificate for Marwyn
Shares, Marwyn
Warrants or Existing MVI2 Warrants will cease to be of value for any purpose and
should, if so requested by MVI2, be sent to MVI2 for cancellation.
(m) In respect of those Marwyn Shareholders and Marwyn Warrantholders who hold
Marwyn Shares or Marwyn Warrants in uncertificated form (that is in CREST), on
the Effective Date, Euroclear UK & Ireland shall be instructed to cancel such
Marwyn Shareholders' and Marwyn Warrantholders' entitlement to Marwyn Shares and
Marwyn Warrants respectively.
(n) In respect of those Existing MVI2 Warrantholders who hold Existing MVI2
Warrants in uncertificated form (that is in CREST), on the Effective Date,
Euroclear UK & Ireland shall be instructed to cancel such Existing MVI2
Warrantholders' entitlement to Existing MVI2 Warrants.
(o) Subject to the issuance of the Certificate of Amalgamation by the Greffier
under section 7 of the Ordinance, the Amalgamation Proposals are expected to
become effective on 18 April 2008, but in any event must happen by no later than
31 May 2008 or the Amalgamation Proposals will not become effective.
Settlement of the consideration
Settlement of the consideration to which any Marwyn Shareholder or Marwyn
Warrantholder is entitled on the Amalgamation Proposals becoming effective will
be effected as follows:
(a) where a Marwyn Shareholder or Marwyn Warrantholder held Marwyn
Shares or Marwyn Warrants respectively in certificated form, definitive
certificates in respect of the New MVI2 Shares or New MVI2 Warrants (as the case
may be) will be issued to him and will be despatched by first class post (or by
such other method as may be approved by the Panel) by no later than 14 days
after the Effective Date; and
(b) where a Marwyn Shareholder or Marwyn Warrantholder held Marwyn
Shares or Marwyn Warrants in uncertificated form (that is, in CREST), the New
MVI2 Shares or New MVI2 Warrants (as the case may be) issued to him will be
issued in uncertificated form. MVI2 will procure that Euroclear UK & Ireland is
instructed to credit the appropriate stock account in CREST of such Marwyn
Shareholder or Marwyn Warrantholder with his entitlement to New MVI2 Shares and
New MVI2 Warrants by no later than 14 days after the Effective Date.
See note 12 of Appendix B of this announcement for details of the settlement of
the consideration in the situation where the FAVs have not been finally agreed
or determined seven days after the Calculation Date.
Settlement of the consideration to which any MVI2 Warrantholder is entitled on
the Amalgamation Proposals becoming effective will be effected as follows:
(a) where an Existing MVI2 Warrantholder held Existing MVI2 Warrants
in certificated form, definitive certificates in respect of the NEW MVI2
Warrants will be issued to him and will be despatched by first class post (or
such other method as may be approved by the Panel) by no later than 14 days
after the Effective Date; and
(b) where an Existing MVI2 Warrantholder held Existing MVI2 Warrants
in uncertificated form (that is, in CREST), the New MVI2 Warrants issued to him
will be issued in uncertificated form. MVI2 will procure that Euroclear UK &
Ireland is instructed to credit the appropriate stock account in CREST of such
Existing MVI2 Warrantholder with his entitlement to New MVI2 Warrants by no
later than 14 days after the Effective Date.
Directors' Resolutions
On 9 March 2008, the Marwyn Directors and the Non-Conflicted MVI2 Directors
resolved separately that:
(1) the Amalgamation was in the best interests of Marwyn and MVI2 respectively;
and
(2) they were satisfied on reasonable grounds that the Amalgamated Company will,
immediately after the Amalgamation becomes effective, be able to pay its debts
as they become due in the normal course of its business; and
(3) they were satisfied on reasonable grounds that the value of the Amalgamated
Company's assets will, immediately after the Amalgamation becomes effective, be
greater than the value of its liabilities.
A copy of the certificates given by the Marwyn Directors and the Non-Conflicted
MVI2 Directors confirming the above resolutions will be set out in the Marwyn
Circular.
Cross-interest in Marwyn and MVI2
Neither Marwyn nor MVI2 holds shares in each other nor are any held on their
behalf.
Notices
(1) Written notice of the Amalgamation will be given to each creditor of Marwyn
and MVI2 as shown by their respective books of account.
(2) Notice of the Amalgamation will be published in La Gazette Officielle in
Guernsey.
(3) A copy of these Amalgamation Proposals and other documentation required by
the Ordinance will be supplied to all Marwyn Shareholders, Marwyn
Warrantholders, Existing MVI2 Shareholders and Existing MVI2 Warrantholders.
Conditions to the Amalgamation Proposals
1. The Amalgamation is conditional on it becoming effective on or before the
later of 1 May 2008 or such later date and time as MVI2 and Marwyn may agree,
subject to the requirements of the Code, the Panel and Guernsey law, provided
such date is no later than 31 May 2008.
2. The Amalgamation will become effective on the following events having
occurred:
(a) (i) the passing by Marwyn Shareholders of the special resolution approving
the Amalgamation Proposals to be proposed at the Marwyn EGM for the purposes of
the Ordinance and the AIM Rules;
(ii) the passing by Marwyn Ordinary Shareholders of the special
resolution
approving the Amalgamation Proposals to be proposed at the Marwyn Ordinary
Shareholders Class Meeting;
(iii) the passing by Marwyn B Shareholders of the special resolution approving
the Amalgamation Proposals to be proposed at the Marwyn B Shareholders Class
Meeting;
(iv) the passing by Marwyn B Warrantholders of the extraordinary resolution
approving the Marwyn Warrant Proposals to be proposed at the Marwyn B
Warrantholders Meeting;
(v) the passing by Marwyn Series Two Warrantholders of the extraordinary
resolution approving the Marwyn Warrant Proposals to be proposed at the Marwyn
Series Two Warrantholders Meeting;
(vi) the passing by Existing MVI2 Shareholders of the special resolution to be
proposed at the MVI2 EGM approving the Amalgamation Proposals for the purposes
of the Ordinance and the AIM Rules, changing the name of MVI2 to Marwyn Value
Investors Limited, making certain amendments to the articles of association of
MVI2, increasing MVI2's authorized share capital to �30 million, updating the
purchase of own shares authority and authorising one or more future fundraisings
by the Company within certain prescribed parameters;
(vii) the passing by MVI2 Series One Warrantholders of the extraordinary
resolution to be proposed at the MVI2 Series One Warrantholders Meeting
approving the MVI2 Warrant Proposals in respect of the MVI2 Series One Warrants
and the CS Option;
(viii) the passing by MVI2 Series Two Warrantholders of the extraordinary
resolution to be proposed at the MVI2 Series Two Warrantholders Meeting
approving the MVI2 Warrant Proposals in respect of the MVI2 Series Two Warrants
and the CS Option; and
(xi) the passing by MVI2 Warrantholders of the extraordinary resolution to be
proposed at the MVI2 Warrantholders Meeting approving the MVI2 Warrant Proposals
in respect of the MVI2 Warrants and the CS Option;
(b) the notification of the Guernsey Financial Services Commission of the
proposed Amalgamation;
(c) the delivery to the Greffier by or on behalf of Marwyn and MVI2 of
all documentation and consents required by the Greffier pursuant to the
Ordinance to implement the Amalgamation, including confirmation that all
Conditions to the Amalgamation (other than Condition 2 (d) below) have been
satisfied or waived in accordance with the provisions of the Amalgamation;
(d) the issue by the Greffier to MVI2 or its advisers of a certificate
confirming the implementation of the Amalgamation, pursuant to section 7 of the
Ordinance at or prior to 8.00 a.m. on the expected date of Admission; and
(e) the London Stock Exchange agreeing to admit the entire issued and to be
issued share capital of MVI2 and the New MVI2 Warrants to trading on AIM,
subject (in the case of the New MVI2 Shares and the New MVI2 Warrants) only to
the allotment of the New MVI2 Shares, the issue of the New MVI2 Warrants and the
Amalgamation becoming effective.
3. The Amalgamation is further conditional on (and the necessary action to make
the Amalgamation effective will not be taken unless the following conditions are
satisfied or, where applicable, waived prior to the delivery to the Greffier of
the documentation and consents referred to in Condition 2(c) above):
(a) no application to any court in Guernsey being made by any person
objecting to the implementation of the Amalgamation Proposals, the result of
which application may reasonably be expected to be that a Guernsey Court would
restrain, restrict, prohibit, delay, unwind or otherwise interfere with the
implementation of the Amalgamation Proposals or take any action which may alter
the terms of the Amalgamation Proposals, in any case in a material adverse way;
(b) no relevant authority having intervened in a way that would or might
reasonably be expected to, in each case, as a result of the Amalgamation
Proposals:
(i) make the Amalgamation Proposals or their implementation void, unenforceable
and/or illegal in any jurisdiction or, directly or indirectly restrain,
restrict, prohibit, delay or otherwise interfere with the implementation
thereof, or impose additional conditions or obligations with respect thereto, or
otherwise challenge, impede or require amendment to the Amalgamation Proposals,
in any case in any material adverse way;
(ii) impose any material limitation on the ability of MVI2, Marwyn or the Master
Fund to hold or exercise effectively, directly or indirectly, or to control any
of the assets or properties of MVI2, Marwyn or the Master Fund, in any case to
an extent which is material;
(iii) except pursuant to the Amalgamation Proposals or the Code, require or
prevent MVI2, Marwyn or the Master Fund to offer to acquire or sell any shares
or other securities (or the equivalent) or any asset owned by MVI2, Marwyn or
the Master Fund, in any case, such acquisition or sale being material;
(iv) otherwise materially and adversely affect the business(es), assets,
prospects or profits of MVI2, Marwyn or the Master Fund, taken as a whole, to an
extent that is material; and all applicable waiting and other time periods
during which any relevant authority could have intervened having expired, not
become effective or been terminated;
(c) all necessary filings in connection with the Amalgamation Proposals having
been made, in the case of any filings to be made by MVI2, such filings being
made by MVI2 without delay and being pursued in good faith, all applicable
waiting periods (including any extensions thereof) under any applicable
legislation or regulations of any jurisdiction having expired, not become
effective or been terminated, in each case in respect of the Amalgamation
Proposals and the implementation of the Amalgamation Proposals, and all
authorisations necessary in any jurisdiction for or in respect of the
Amalgamation Proposals or the implementation of the Amalgamation Proposals
having been obtained in terms and in a form reasonably satisfactory to MVI2 from
all relevant authorities (in the case of any authorisations being obtained by
MVI2, such authorisations being sought by MVI2 without delay and in good faith)
or (without prejudice to the generality of the foregoing) from any persons or
bodies with whom MVI2, Marwyn or the Master Fund has entered into any
contractual relationship and such authorisations together with all material
authorisations necessary for MVI2, Marwyn or the Master Fund to carry on its
business remaining in full force and effect at the time at which the
Amalgamation Proposals become effective and all filings necessary for such
purpose having been made (in the case of filings to be made by MVI2, such
filings being made by MVI2 without delay and being pursued in good faith) and
there being no notice of any intention to revoke, suspend, restrict, adversely
modify or not renew any of the same having been received by MVI2, Marwyn or the
Master Fund;
(d) Marwyn not having, save as publicly announced prior to 11 March 2008 by
Marwyn, or save as fairly disclosed to MVI2 or its advisers prior to 11 March
2008, at any time since 31 December 2007:
(i) issued or agreed to issue or authorised or proposed the issue of additional
shares of any class, or of securities convertible into or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares or
convertible securities or redeemed, purchased or reduced any part of its share
capital;
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution, whether payable in cash or
otherwise, other than to MVI2;
(iii) acquired or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any rights, title or interest
in any asset (including shares and trade investments) which in any such case is
material or merged with any body corporate (in each case other than in the
ordinary course of business);
(iv) made or authorised or proposed or announced an intention to
authorise or propose any change in its share or loan capital;
(v) issued, authorised or proposed the issue of any debentures or
incurred or increased any indebtedness or contingent liability which is
material;
(vi) purchased, redeemed, reduced or repaid or proposed the purchase,
redemption, reduction or repayment of any of its own shares to an extent which
is material;
(vii) entered into any contract, reconstruction, amalgamation, commitment or
other transaction or arrangement otherwise than in the ordinary course of
business which is material;
(viii) otherwise than in the ordinary course of business, entered into,
varied or terminated any contract, transaction or commitment (whether in respect
of capital expenditure, trading obligations or otherwise) which is of a loss
making, long-term, onerous or unusual nature or magnitude and the effect of
which would, in each case, be material or which involves or could involve an
obligation of a nature or magnitude which is material;
(ix) waived or compromised any claim otherwise than in the ordinary course of
business which is material;
(x) entered into or varied the terms of or terminated any service agreement with
any of the directors of Marwyn in any material respect;
(xi) taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up, dissolution or reorganisation or for
the appointment of a receiver, administrator, administrative receiver, trustee
or similar officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or for the appointment of any analogous person
in any jurisdiction;
(xii) other than in the ordinary course of business, taken any action to
commence or institute any legal proceedings or to settle, compromise or
discontinue any legal proceedings which have already been commenced or suffered
any claims or had any legal proceedings instituted against it or admitted any
liability in any such claim or proceedings, in each case, which are material;
(xiii) made any amendment to its memorandum or articles of association in any
material
respect;
(xiv) been unable or admitted that it is unable to pay its debts or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on in a way which is
material to all or a substantial part of its business;
(xv) made or agreed or consented to any material change to the terms of the
trust deeds
constituting the pension schemes established for its directors and/or employees
and/or their dependants or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made which would be material; or
(xvi) entered into any contract, commitment, agreement or arrangement otherwise
than in the ordinary course of business which is material or passed any
resolution with respect to, or to effect, any of the transactions, matters or
events referred to in this condition, or announced or proposed an intention to
do so;
(e) since 31 December 2007 and save as fairly disclosed to MVI2 or its advisers
prior to 11 March 2008 or as publicly announced by or on behalf of Marwyn prior
to 11 March 2008, and which in any case is material:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position, profits or prospects of Marwyn;
and
(ii) no litigation or arbitration proceedings, prosecution or other
legal proceedings having been announced, instituted or threatened by or against
Marwyn, or to which Marwyn is or is reasonably likely to become a party (whether
as plaintiff, defendant or otherwise) and no enquiry or investigation by or
complaint or reference to any relevant authority against or in respect of Marwyn
having been threatened, announced or instituted by, against or in respect of
Marwyn and which in any such case would be reasonably likely to adversely affect
Marwyn;
(f) save as fairly disclosed to MVI2 or its advisers or publicly announced by
Marwyn prior to 11 March 2008, MVI2 not having discovered:
(i) that any financial, business or other information concerning Marwyn that has
been
publicly disclosed at any time by or on behalf of Marwyn is misleading, contains
a
misrepresentation of fact or omits to state a fact necessary to make the
information
contained therein not misleading and which was not corrected by a subsequent
public announcement made on a Regulatory Information Service prior to 11 March
2008 and which in any such case is material; or
(ii) any information which has been privately disclosed by or on behalf of
Marwyn in
writing to MVI2 is misleading, contains a misrepresentation of fact or omits to
state a fact necessary to make the information contained therein not misleading
and which, in any such case, was not subsequently corrected and is material.
(g) MVI2 not having, save as publicly announced prior to 11 March 2008 by MVI2,
or save as fairly disclosed to Marwyn or its advisers prior to 11 March 2008, at
any time since 31 December 2007 other than pursuant to the Amalgamation
Proposals or as contemplated by the MVI2 Resolutions:
(i) issued or agreed to issue or authorised or proposed the issue of additional
shares of any class, or of securities convertible into or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares or
convertible securities or redeemed, purchased or reduced any part of its share
capital;
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution, whether payable in cash or
otherwise;
(iii) acquired or disposed of or transferred, mortgaged or charged or created
any security interest over any assets or any rights, title or interest in any
asset (including shares and trade investments) which in any such case is
material or merged with any body corporate (in each case other than in the
ordinary course of business);
(iv) made or authorised or proposed or announced an intention to authorise or
propose any change in its share or loan capital;
(v) issued, authorised or proposed the issue of any debentures or incurred or
increased any indebtedness or contingent liability which is material;
(vi) purchased, redeemed, reduced or repaid or proposed the purchase,
redemption,
reduction or repayment of any of its own shares to an extent which is material;
(vii) entered into any contract, reconstruction, amalgamation, commitment or
other
transaction or arrangement otherwise than in the ordinary course of business
which is material;
(viii) otherwise than in the ordinary course of business, entered into, varied
or terminated any contract, transaction or commitment (whether in respect of
capital expenditure, trading obligations or otherwise) which is of a loss
making, long-term, onerous or unusual nature or magnitude and the effect of
which would, in each case, be material or which involves or could involve an
obligation of a nature or magnitude which is material;
(ix) waived or compromised any claim otherwise than in the ordinary course of
business which is material;
(x) entered into or varied the terms of or terminated any service agreement with
any of the directors of MVI2 in any material respect;
(xi) taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up, dissolution or reorganisation or for
the appointment of a receiver, administrator, administrative receiver, trustee
or similar officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or for the appointment of any analogous person
in any jurisdiction;
(xii) other than in the ordinary course of business, taken any action to
commence or institute any legal proceedings or to settle, compromise or
discontinue any legal proceedings which have already been commenced or suffered
any claims or had any legal proceedings instituted against it or admitted any
liability in any such claim or proceedings, in each case, which are material;
(xiii) made any amendment to its memorandum or articles of association in any
material
respect;
(xiv) been unable or admitted that it is unable to pay its debts or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on in a way which is
material to all or a substantial part of its business;
(xv) made or agreed or consented to any material change to the terms of the
trust deeds
constituting the pension schemes established for its directors and/or employees
and/or their dependants or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made which would be material; or
(xvi) entered into any contract, commitment, agreement or arrangement otherwise
than in the ordinary course of business which is material or passed any
resolution with respect to, or to effect, any of the transactions, matters or
events referred to in this condition, or announced or proposed an intention to
do so;
(h) since 31 December 2007 and save as fairly disclosed to Marwyn or its
advisers prior to 11 March 2008 or as publicly announced by or on behalf of MVI2
prior to 11 March 2008, and which in any case is material:
(i) no adverse change or deterioration having occurred in the business, assets,
financial or trading position, profits or prospects of MVI2; and
(ii) no litigation or arbitration proceedings, prosecution or other legal
proceedings having been announced, instituted or threatened by or against MVI2,
or to which MVI2 is or is reasonably likely to become a party (whether as
plaintiff, defendant or otherwise) and no enquiry or investigation by or
complaint or reference to any relevant authority against or in respect of MVI2
having been threatened, announced or instituted by, against or in respect of
MVI2 and which in any such case would be reasonably likely to adversely affect
MVI2;
(i) save as fairly disclosed to Marwyn or its advisers or publicly announced by
MVI2 prior to 11 March 2008, Marwyn not having discovered:
(i) that any financial, business or other information concerning MVI2 that has
been publicly disclosed at any time by or on behalf of MVI2 is misleading,
contains a misrepresentation of fact or omits to state a fact necessary to make
the information contained therein not misleading and which was not corrected by
a subsequent public announcement made on a Regulatory Information Service prior
to 11 March 2008 and which in any such case is material; or
(ii) any information which has been privately disclosed by or on behalf of MVI2
in writing to Marwyn is misleading, contains a misrepresentation of fact or
omits to state a fact necessary to make the information contained therein not
misleading and which, in any such case, was not subsequently corrected and is
material;
4. The Marwyn Warrant Proposals and the MVI2 Warrant Proposals are conditional
upon the conditions to the Amalgamation being satisfied or waived and the
Amalgamation becoming effective.
Definitions
For the purposes of these conditions:
(a) "relevant authority" means any government, government department or
governmental, quasigovernmental, supranational, statutory, regulatory or
investigatory body, court, trade agency, professional association or institution
or environmental body in any jurisdiction;
(b) a relevant authority shall be regarded as having "intervened" if it
has instituted, implemented, or communicated its intention to take or make any
action, proceedings, suit, investigation or inquiry or reference, or made,
enacted or proposed any statute, regulation, decision or order, or taken any
measures or other steps and "intervene" shall be construed accordingly;
(c) "authorisations" means authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances, permissions, exemptions and
approvals in any jurisdiction; and
(d) "material" shall mean material both in the context of the
Amalgamation Proposals and "materially" shall be construed accordingly.
Waiver and Invocation of Conditions
Marwyn reserves the right to waive all or any of the Conditions set out in
paragraphs 3(a) to 3(c) and paragraphs 3(g) to 3(i) above, in whole or in part.
MVI2 reserves the right to waive all or any of the Conditions set out in
paragraphs 3(a) to 3(f) above in whole or in part.
Except with the Panel's consent, neither Marwyn nor MVI2 will invoke any of the
above Conditions (except for Conditions 1 and 2 above) so as to cause the
Amalgamation Proposals not to proceed unless the circumstances which give rise
to the right to invoke the relevant conditions are of material significance to
Marwyn or MVI2 (as the case may be) in the context of the Amalgamation
Proposals.
General
1. If MVI2 is required by the Panel to make an offer for the Marwyn
Shares and Marwyn Warrants under the provisions of Rule 9 of the Code, MVI2 may
make such alterations to the conditions of the Amalgamation Proposal as are
necessary to comply with the provisions of that Rule and any other requirements
of the Code.
2. Except with the consent of the Panel, the Amalgamation Proposals will not be
capable of becoming effective if either:
(a) the Amalgamation Proposals are referred to the Competition
Commission;
(b) the European Commission initiates proceedings under Article 6(1)(c) of
Council Regulation (EEC) 4064/89 (the "Council Regulation"); or
(b) following a referral by the European Commission under Article 9.1
of the Council Regulation to a competent authority in the United Kingdom, there
is a subsequent reference of the Amalgamation Proposals to the Competition
Commission,
in each case if occurring before the Amalgamation has become effective.
3. The Amalgamation will extend to all Marwyn Shares unconditionally allotted or
issued on the date on which the Amalgamation Proposals are posted and any
further Marwyn Shares unconditionally allotted or issued before the Amalgamation
Record Time.
4. Save with the consent of the Panel, the Amalgamation will not become
effective unless all the
Conditions relating to the Amalgamation have been and remain fulfilled or (if
capable of waiver) waived or, where appropriate, have been determined by Marwyn
or MVI2 (as the case may be) in its reasonable opinion to be or remain
satisfied, prior to the delivery to the Greffier of the documentation and
consents referred to in Condition 2(c) above provided that neither Marwyn nor
MVI2 shall be under any obligation to waive or treat as satisfied any Condition
by a date earlier than 18 April 2008 or such later date and time as Marwyn and
MVI2 may agree, subject to the requirements of the Code, the Panel and Guernsey
law, provided such date is no later than 31 May 2008.
5. Marwyn shall apply to the London Stock Exchange for the cancellation of
trading of Marwyn Shares and Marwyn Warrants on AIM and MVI2 shall apply for the
cancellation of trading of the Existing MVI2 Warrants on AIM, in each case
conditional upon the Amalgamation Proposals becoming effective. Such
cancellations are expected to take effect on the Effective Date.
6. All communications, notices, certificates, documents of title, other
documents and remittances to be delivered by or sent to or from Marwyn
Shareholders, Marwyn Warrantholders or Existing MVI2 Warrantholders (or their
designated agents) will be delivered or sent at their own risk.
7. The Amalgamation Proposals and all contracts arising from them becoming
effective and all actions taken or made or deemed to be taken or made under any
of the foregoing shall be governed by and construed in accordance with Guernsey
law and the Courts of Guernsey shall have exclusive jurisdiction in relation to
all matters arising out of or in connection with the Amalgamation Proposals,
except where specifically provided otherwise.
8. Subject to Guernsey law and the Code, any omission or failure (or decision
not) to despatch the Marwyn Circular or any other document or notice required to
be dispatched in relation to the Amalgamation Proposals, or any failure to
receive the same by, any Marwyn Shareholder or Marwyn Warrantholder shall not
invalidate the Amalgamation Proposals in any way.
9. As regards Marwyn Shareholders or Marwyn Warrantholders or Existing MVI2
Warrantholders who are citizens, residents or nationals of jurisdictions outside
the United Kingdom or Guernsey ("Overseas Securityholders"), the Amalgamation
Proposals may be affected by the laws of their relevant jurisdictions. Overseas
Securityholders should inform themselves about and observe any applicable legal
requirements. It is the responsibility of the Overseas Securityholders to
satisfy themselves as to the full observance of the laws of the relevant
jurisdiction or territory in connection with the Amalgamation Proposals,
including the obtaining of any governmental, exchange control or other consents
which may be required, or the compliance with other necessary formalities.
10. MVI2 reserves the right to notify any matter in relation to the Amalgamation
Proposals to all or any Marwyn Shareholders or Marwyn Warrantholders or Existing
MVI2 Warrantholders with registered addresses outside the United Kingdom or
Guernsey, or whom they know to be nominees, trustees or custodians holding
Marwyn Shares or Marwyn Warrants for persons outside the United Kingdom or
Guernsey by any means they deem appropriate.
Appendix B
Calculation of the Formula Asset Values
Marwyn Ordinary Shares
The FAV per Marwyn Ordinary Share shall be calculated as at the close of
business on the Calculation Date and shall be the amount in pence which is the
result of the following formula, rounded to four decimal places (with 0.00005
pence being rounded upwards):
FAV per Marwyn Ordinary Share = (A-B)/C
Where "A" is the aggregate of:
(i) the net asset value of the limited partnership interest
held in the Master Fund attributable to the Marwyn Ordinary Shares as determined
by the Master Fund Administrator at the close of business on the Calculation
Date;
(ii) the value of all other investments of Marwyn attributable to
the Marwyn Ordinary Shares, calculated as being their fair realisable values as
at the close of business on the Calculation Date as determined by the
Administrator;
(iii) the aggregate of the amount of all professional, advisory,
legal and other fees and other advertising costs and expenses which have, at the
Calculation Date, been paid in connection with the Amalgamation Proposals from
any assets attributable to the Marwyn Ordinary Shares;
(iv) the amount attributable to the Marwyn Ordinary Shares as at
the close of business on the Calculation Date of any sums due from debtors
including, for this purpose, any dividends or distributions receivable on
investments quoted ex-dividend or ex-distribution on the Calculation Date and
any interest accrued on any debt securities as at the Calculation Date and any
recoverable tax credit in relation thereto (but excluding any dividend,
distribution or interest not yet received which has been taken into account in
the value of any of the investments referred to in sub-paragraphs (i) or (ii)
above or is unlikely to be received), cash and deposits with or balances at
banks, bills receivable and any money market instruments of Marwyn attributable
to the Marwyn Ordinary Shares (together with any accrued interest at that date
less an accrual for any associated tax) and the fair realisable value of any
other tangible assets of Marwyn attributable to the Marwyn Ordinary Shares not
otherwise accounted for in subparagraphs (i) to (ii) (inclusive) above, less any
provision for diminution of value which may be appropriate, as determined by
agreement between Arden and Daniel Stewart (or, failing such agreement within
seven days after the Calculation Date, as determined by an independent expert);
and
(v) the aggregate amount attributable to the Marwyn Ordinary
Shares that would be receivable by Marwyn on the exercise of all options to
subscribe for Marwyn Ordinary Shares (including the CS Option) (but excluding
Marwyn Warrants) in respect of which the exercise price is less than the
mid-market price as shown by the AIM appendix to the Daily Official List for a
Marwyn Ordinary Share as at the close of business on the Calculation Date as
determined by agreement between Arden and Daniel Stewart (or, failing such
agreement within seven days after the Calculation Date, as determined by an
independent expert).
"B" is the aggregate of:
(i) the principal amounts as at the close of business on the
Calculation Date of any outstanding borrowing of Marwyn attributable to the
Marwyn Ordinary Shares plus any accrued but unpaid interest, commitment fees and
other charges up to and including that date and the higher of any premiums or
penalties payable on either early or final repayment;
(ii) the costs of any dividend or other distribution declared or
announced on the Marwyn Ordinary Shares on or before the Calculation Date, so
far as not previously paid; and
(iii) an amount which fully reflects all other liabilities and
obligations of Marwyn whatsoever attributable to the Marwyn Ordinary Shares,
including a fair provision for any contingent liabilities (including any 28
additional liabilities to taxation, whether or not deferred, and any liabilities
arising on liquidation) or losses (including disputed claims), as at the close
of business on the Calculation Date determined by agreement between Arden and
Daniel Stewart (or, failing such agreement within seven days after the
Calculation Date, as determined by an independent expert);
"C" is the aggregate of:
(i) the number of Marwyn Ordinary Shares in issue as at the
close of business on the Calculation Date; and
(ii) the number of additional Marwyn Ordinary Shares that would
be issued on the exercise of all of the options to subscribe for Marwyn Ordinary
Shares including the CS Option (but excluding Marwyn Warrants) in respect of
which the exercise price is less than the mid-market price as shown by the AIM
appendix to the Daily Official List for a Marwyn Ordinary Share as at the close
of business on the Calculation Date as determined by agreement between Arden and
Daniel Stewart (or, failing such agreement within seven days after the
Calculation Date, as determined by an independent expert).
Marwyn B Shares
The FAV per Marwyn B Share shall be calculated as at the close of business on
the Calculation Date and shall be the amount in pence which is the result of the
following formula, rounded to four decimal places (with 0.00005 pence being
rounded upwards):
FAV per Marwyn B Share = (D-E)/F
Where D, E and F will be exactly the same as the definitions of A, B and C
(respectively) but will be in respect of the Marwyn B Shares and references to
Marwyn Ordinary Shares shall be construed as references to Marwyn B Shares.
MVI2 Shares
The FAV per MVI2 Share shall be calculated as at the close of business on the
Calculation Date and shall be the amount in pence which is the result of the
following formula, rounded to four decimal places (with 0.00005 pence being
rounded upwards):
FAV per MVI2 Share = (G-H)/I
Where G, H and I will be exactly the same as the definitions of A, B and C
(respectively) but will be in respect of the MVI2 Shares and references to
Marwyn Ordinary Shares, Marwyn Warrants and Marwyn shall be construed as
references to MVI2 Shares, MVI2 Warrants and MVI2 respectively.
Notes:
1. Assets of the Master Fund shall be valued in accordance with the
following principles which are consistent with the Master Fund's accounting
policies: (i) any security which is listed or quoted on any securities exchange
or similar electronic system and regularly traded thereon will be valued at its
last traded price on the relevant valuation day or, if no trades occurred on
such day, at the closing bid price if held long as at the relevant valuation
day, and as adjusted in such manner as the general partner of the Master Fund,
in its sole discretion, thinks fit, having regard to the size of the holding,
and where prices are available on more than one exchange or system for a
particular security the price will be the last traded price or closing bid or
offer price, as the case may be, on the exchange which constitutes the main
market for such security or the one which the general partner of the Master
Fund, in its sole discretion, determines provides the fairest criteria in
ascribing a value to such security; (ii) investments, other than securities,
which are dealt in or traded through a clearing firm or an exchange or through a
financial institution will be valued by reference to the most recent official
settlement price quoted by that clearing house, exchange or financial
institution. If there is no such price, then the average will be taken between
the lowest offer price and the highest bid price at the close of business on any
market on which such investments are or can be dealt in or traded, provided that
29 where such investments are dealt in or traded on more than one market, the
general partner of the Master Fund, in its sole discretion, may determine which
market shall prevail; (iii) any security which is not listed or quoted on any
securities exchange or similar electronic system or if, being so listed or
quoted, is not regularly traded thereon or in respect of which no prices as
described above are available, will be valued at its probable realisation value
as determined by the general partner of the Master Fund, in good faith having
regard to its cost price, the price at which any recent transaction in the
security may have been effected, the size of the holding having regard to the
total amount of such security in issue, and such other factors as the general
partner of the Master Fund, in its sole discretion, deems relevant in
considering a positive or negative adjustment to the valuation; (iv)
investments, other than securities, which are not dealt in or traded through a
clearing firm or an exchange or through a financial institution will be valued
on the basis of the latest available valuation provided by the relevant
counterparty; (v) securities or other assets that the Investment Manager
believes either lack liquidity or a readily ascertainable market value, or
should be held until the resolution of a special event or circumstance will
initially be valued at cost and thereafter at fair value; (vi) deposits will be
valued at their cost plus accrued interest; and (vii) any value (whether of an
investment or cash) otherwise than in Sterling will be converted into Sterling
at the rate (whether official or otherwise) which the general partner of the
Master Fund, in its sole discretion, deems applicable as at close of business on
the relevant valuation day, having regard, among other things, to any premium or
discount which it considers may be relevant and to costs of exchange.
2. Any costs, expenses or other liabilities (actual or contingent)
associated with the Amalgamation Proposals (including any cost attributable to
terminating any contracts or arrangements as a consequence of the Amalgamation
Proposals) will be ignored (save as provided by paragraph (iii) in the
calculation of A (or D or G, as the case may be)).
3. Any Marwyn assets and/or liabilities not specifically attributable to
the Marwyn Ordinary Shares (or the Marwyn B Shares, as the case may be) will be
attributed to the Marwyn Ordinary Shares (or the Marwyn B Shares, as the case
may be) on a pro rata basis in the same proportion that the FAV of the Marwyn
Ordinary Shares (before taking into account such assets and liabilities) bears
to the FAV of the Marwyn B Shares (before taking into account such assets and
liabilities).
4. For the purpose of the above calculations, the value of any
investments, other assets or liabilities denominated or valued in currencies
other than Sterling shall be converted into Sterling at the closing mid-point
spot rate of exchange between Sterling and such other currencies in London as at
the close of business on the Calculation Date as published in the Financial
Times, or failing which, as certified by MVI2's auditors (acting as an expert
and not as an arbitrator).
5. In the case of sub-paragraph (i) in the calculation of A (or D or G, as
the case may be) above, if there has been any general suspension of trading on
the relevant stock, commodities, financial futures or other securities exchange
or market, or if it was closed for business on the Calculation Date, the value
of the relevant investments, traded options or futures contracts shall be taken
as at the close of business on the immediately preceding date on which there was
trading on such exchange or market, provided that such date is not more than
three days prior to the Calculation Date and save that if there has been a
material adverse change in the financial position of any such underlying
investment, traded option or future contract since the date by reference to
which its value is calculated but prior to the close for business on the
Calculation Date, a fair provision (as determined by agreement between Arden and
Daniel Stewart (or failing such agreement within seven days after the
Calculation Date, as determined by an independent expert)) shall be made to take
account of such adverse change in the value of the relevant investment, traded
option or futures contract.
6. Subject to note 7 below, with regard to sub-paragraphs (ii) and (iv) in
the calculation of A (or D or G, as the case may be) above, Arden and Daniel
Stewart and, if appointed, any independent expert shall have regard, inter alia,
to the following when determining the value of any investment or other asset
(which shall be calculated on the basis of a notional sale by a willing seller
to a willing buyer, without regard to any additional value that might be
attributed to such investment or other asset by any special category of
potential purchaser):
(i) the existence or exercise of any pre-emption rights or
obligations in respect of such investment or other asset or any other
restrictions on the transfer or disposal of the same which may exist or which
may arise as a consequence of the proposed amalgamation of Marwyn with MVI2 or
of the transfer of such investment or other asset to any party or of the winding
up of Marwyn;
(ii) the terms and volumes of any recent dealings in, and
marketability of, such investment or other asset; and
(iii) the amount of any bona fide offer to acquire such investment
or other asset which may be made by any person and brought to the attention of
Arden and Daniel Stewart or, if appointed, any independent expert.
7. With regard to sub-paragraphs (ii) and (iv) in the calculation of A (or
D or G, as the case may be) above, Arden and Daniel Stewart and, if appointed,
any independent expert shall, except in the case of debtors and tangible assets,
be bound by the actual amount of cash items and, in the case of debtors and
tangible assets, shall adopt the accounting policies used by Marwyn or MVI2 (as
the case may be) in its latest audited financial statements.
8. If any liability referred to in sub-paragraphs (i) to (iii) (inclusive)
in the calculation of B (or E or H, as the case may be) above has not been
determined by the date on which the calculations and adjustments otherwise
necessary to determine the FAV per Marwyn Ordinary Share, Marwyn B Share or MVI2
Share (as the case may be) have been made, there shall be included in B (or E or
H, as the case may be) such amount in respect of any such liability as shall be
considered to be an appropriate estimate by agreement between Arden and Daniel
Stewart (or, failing such agreement within three days after the Calculation
Date, as determined by an independent expert).
9. In agreeing any fair realisable value (in the case of sub-paragraph
(iv) in the calculation of A (or D or G, as the case may be) above) or
estimating or determining the amount of any liabilities, obligation or losses
(in the case of sub-paragraph (iii) in the calculation of B (or E or H, as the
case may be) above) or in making any determination under sub-paragraphs (iv) and
(v) in the calculation of A (or D or G, as the case may be), sub paragraph (ii)
in the calculation of C (or F or I, as the case may be) or under notes 5 and 7
above, Arden and Daniel Stewart shall act as experts and not as arbitrators and
any such determination shall be final and binding on all persons and neither of
them shall be under any liability to any person by reason thereof or by reason
of anything done or omitted to be done by them for the purposes thereof or in
connection therewith.
10. The independent expert referred to in this Appendix shall be a member of
the London Investment Banking Association (not connected with any of the parties
providing advice to Marwyn or MVI2 in connection with the Amalgamation
Proposals) selected by Arden and Daniel Stewart or, in default of such selection
within four days after the Calculation Date, by the chairman for the time being
of the London Investment Banking Association on the application of either Arden
or Daniel Stewart. Such member shall act as an expert and not as an arbitrator
and his determination shall (subject to any agreement to the contrary between
MVI2 and Marwyn) be final and binding on all persons and such member shall not
be under any liability to any person by reason of his appointment or by anything
done or omitted to be done by him for the purposes of such appointment or in
connection therewith.
11. The Marwyn Directors shall be invited to prepare the calculation of the
FAV per Marwyn Ordinary Share and Marwyn B Share for review by MVI2's auditors
prior to its submission for approval by Arden on behalf of MVI2 and the MVI2
Directors shall be invited to prepare the calculation of the FAV per MVI2 Share
for review by Marwyn's auditors prior to its submission for approval by Daniel
Stewart on behalf of Marwyn. In the event of a dispute regarding the calculation
of the FAV per Marwyn Ordinary Share and/or Marwyn B Share and/or MVI2 Share,
such dispute shall be determined by a chartered accountant selected by agreement
between MVI2 and Marwyn or, in default of such agreement within four days after
the Calculation Date, selected by the President for the time being of the
Institute of Chartered Accountants in England and Wales, which chartered
accountant shall act as an expert and not as an arbitrator and whose
determination shall (subject to any agreement to the contrary between MVI2 and
Marwyn) be final and binding on all persons, provided that such chartered
accountant (subject to any agreement to the contrary between MVI2 and Marwyn)
shall be bound by any values of investment or other assets or any quantification
of liabilities, obligations or losses agreed between Arden and Daniel Stewart or
otherwise agreed between MVI2 and Marwyn or determined by a decision of any
independent expert referred to in this Part IV in respect of any investment or
other asset valued by him or any liability, obligation or loss quantified by
him. In the absence of any such dispute, such calculation approved by, or on
behalf of, MVI2 or Marwyn as the case may be, shall be final and binding on all
persons.
12. Notwithstanding note 11 above, if the calculation of the FAV per Marwyn
Ordinary Share and/or Marwyn Share and/or MVI2 Share has not been so prepared
and delivered to Arden or Daniel Stewart (as the case may be) for their approval
by the date three days after the Calculation Date or (whether or not such
delivery has been so made) a final determination of the FAV per Marwyn Ordinary
Share and/or FAV per Marwyn B Share and/or FAV per MVI2 Share has not been made
by the date seven days after the Calculation Date, then, pending such final
determination, a provisional calculation of the FAV per Marwyn Ordinary Share
and/or FAV per Marwyn B Share and/or FAV per MVI2 Share shall be prepared by
MVI2 and Arden on the basis of such information as is available to them (and
after making such assumptions as they consider appropriate) and shall be
arithmetically checked by MVI2's auditors. In that event, an initial
consideration, equal to 85 per cent of the New MVI2 Shares were the provisional
calculation referred to above correct, rounded down to the nearest whole New
MVI2 Share shall be issued to the persons entitled thereto on the prescribed
settlement date in respect of the Amalgamation Proposals and any balance shall
be issued within seven days after the final determination referred to above has
been approved or determined in accordance with note 10 above and such approval
or determination has been notified to MVI2 (but not earlier than the prescribed
settlement date).
13. Notwithstanding any of the above provisions, in the event that the
valuation of any investment or other asset of Marwyn attributable to either the
Marwyn Ordinary Shares or the Marwyn B Shares or of MVI2 attributable to the
MVI2 Shares, as the case may be, in accordance with any of such provisions, or
in the amount of any deduction made in accordance with sub-paragraphs (i) to
(iii) (inclusive) in the calculation of B (or E or H, as the case may be) above,
is, in the opinion of Arden and Daniel Stewart, incorrect or unfair they may, if
they so agree after consultation with the auditors of MVI2 and Marwyn, adopt an
alternative method of valuation or deduction, as the case may be.
Appendix C
Sources and Bases of Information
In this announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used:
(a) The financial information concerning Marwyn has been extracted from the
audited annual report and accounts for Marwyn for the period ended 31 December
2007.
(b) The financial information concerning MVI2 has been extracted from the
audited annual report and accounts for MVI2 for the period ended 31 December
2007.
(c) References to a percentage of Marwyn Shares are based on 22,500,000
Marwyn Ordinary Shares, 27,749,167 Marwyn B Shares, 7,500,000 Marwyn Series Two
Warrants and 27,749,167 Marwyn B Warrants in issue as at 10 March 2008 (the
latest practicable date prior to the date of this announcement) and references
to a percentage of MVI2 Shares or MVI2 Warrants are based on 33,000,000
Existing MVI2 Shares, 16,500,000 MVI2 Series One Warrants and 16.500,000 Series
Two Warrants in issue as at 10 March 2008 (the latest practicable date prior to
the date of this announcement).
Appendix D
Definitions
The following definitions apply throughout this announcement, the Amalgamation
Circular and in the Form of Proxy unless the context otherwise requires:
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Act" the UK Companies Act 1985 (as amended);
"Admission" the re-admission of the Existing MVI2 Shares and
the admission of the New MVI2 Shares and the New
MVI2 Warrants to trading on AIM becoming effective
in accordance with the AIM Rules;
"Admission Document" the admission document relating to MVI2 to be
prepared in accordance with the AIM Rules and sent
to Marwyn Securityholders and MVI2 Securityholders
in connection with the Amalgamation Proposals;
"AIM" the AIM market of the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published by the London
Stock Exchange;
"Amalgamated Company" MVI2 immediately following the Amalgamation
Proposals
becoming effective;
"Amalgamation" the amalgamation of MVI2 with Marwyn to be effected
under the
Ordinance in accordance with the terms and
conditions set out in
this announcement (with or subject to any
modification, addition or
condition agreed by MVI2 and Marwyn, with the
consent of the
Panel, where required);
"Amalgamation Proposals" the proposed Amalgamation and the Warrant
Proposals;
"Amalgamation Record Time" 6.00 p.m. on the Business Day immediately preceding
the Effective
Date;
"Amalgamation Resolutions" the Marwyn Amalgamation Resolutions and the MVI2
Amalgamation Resolution;
"Arden" Arden Partners plc;
"Business Day" any day on which the London Stock Exchange and
banks in London
and Guernsey are open for business;
"Calculation Date" the date in relation to which the FAVs are
calculated (being the date on which the Meetings
are to be held or if any Meeting is adjourned, the
day on which the last of the adjourned Meetings is
held);
"Certificate of Amalgamation" the certificate to be issued by the Greffier
confirming the
Amalgamation is effective;
"Code" the City Code on Takeovers and Mergers;
"Collins Stewart" Collins Stewart Europe Limited;
"Companies Law" the Guernsey Companies (Guernsey) Law, 1994 (as
amended);
"Conditions" the conditions to the Amalgamation Proposals as set
out in Appendix A of this announcement;
"CREST" the relevant system (as defined in the UK
Uncertificated Securities
Regulations 2001) in respect of which Euroclear UK
& Ireland is
the operator (as defined in the UK Uncertificated
Securities
Regulations 2001);
"CS Option" the option granted to Collins Stewart by Marwyn on
20 February 2006 as proposed to be amended in
connection with the Amalgamation Proposals;
"Daniel Stewart" Daniel Stewart & Co plc;
"Effective Date" the date on which the Amalgamation becomes
effective in
accordance with its terms and conditions;
"Euroclear UK & Ireland" Euroclear UK & Ireland Limited, the operator of
CREST;
"Existing Marwyn Warrants" the existing Marwyn Series Two Warrants and the
existing Marwyn
B Warrants;
"Existing MVI2 Shareholders" registered holders of Existing MVI2 Shares and
"Existing MVI2
Shareholders" means any one of them;
"Existing MVI2 Shares" the existing MVI2 Shares;
"Existing MVI2 Warrantholders" registered holders of Existing MVI2 Warrants and
"Existing MVI2
Warrantholders" means any one of them;
"Existing MVI2 Warrants" the existing MVI2 Series One Warrants and the
existing MVI2
Series Two Warrants;
"FAV" or "Formula Asset Value" the formula asset value of a Marwyn Ordinary Share,
a Marwyn B
Share or an Existing MVI2 Share, as calculated in
accordance with
Appendix B of this announcement;
"Forms of Proxy" the forms of proxy to be used in relation to the
Meetings and "Form
of Proxy" means any one of them;
"FSMA" the UK Financial Services and Markets Act 2000;
"Greffier" Her Majesty's Greffier in Guernsey;
"Investment Manager" Marwyn Investment Management LLP;
"London Stock Exchange" London Stock Exchange plc;
"Manager" Marwyn Capital Management Limited;
"Marwyn" Marwyn Value Investors Limited, a closed-ended
company
incorporated in Guernsey on 20 January 2006 with
registration
number 44223;
"Marwyn Amalgamation the special resolutions to approve the Amalgamation
Resolutions" Proposals to be
tabled at the Marwyn Ordinary Shareholders Class
Meeting, the
Marwyn B Shareholders Class Meeting and the Marwyn
EGM;
"Marwyn B Shareholders" registered holders of Marwyn B Shares and "Marwyn B
Shareholder" means any of them;
"Marwyn B Shareholders Class the class meeting of the Marwyn B Shareholders to
Meeting" be convened for the purpose of approving the
Amalgamation Proposals;
"Marwyn B Shares" the ordinary B shares of 50p each in Marwyn;
"Marwyn B Warrantholders" registered holders of Marwyn B Warrants and "Marwyn
B
Warrantholder" means any of them;
"Marwyn B Warrantholders the meeting of Marwyn B Warrantholders to be
Meeting" convened for the purpose of approving the Marwyn
Warrant Proposals;
"Marwyn B Warrants" the warrants over Marwyn B Shares currently
exercisable at a
subscription price of 125p per share at any time
until 23 July 2010;
"Marwyn Circular" the circular to be posted to Marwyn Securityholders
setting out the terms and conditions of the
Amalgamation Proposals;
"Marwyn Directors" or "Marwyn the board of directors of Marwyn;
Board"
"Marwyn EGM" the extraordinary general meeting of the Marwyn
Shareholders to be
convened for the purpose of approving the
Amalgamation Proposals
"Marwyn Meetings" the Marwyn Ordinary Shareholders Class Meeting, the
Marwyn B
Shareholders Class Meeting, the Marwyn Series Two
Warrantholders Meeting, the Marwyn B Warrantholders
Meeting
and the Marwyn EGM;
"Marwyn Ordinary Shareholders the class meeting of Marwyn Ordinary Shareholders
Class Meeting" to be convened for the purpose of approving the
Amalgamation Proposals;
"Marwyn Ordinary Shareholders" registered holders of Marwyn Ordinary Shares and
"Marwyn
Ordinary Shareholder" means any of them;
"Marwyn Ordinary Shares" the ordinary shares of 10p each in Marwyn;
"Marwyn Resolutions" the Marwyn Amalgamation Resolutions and the Marwyn
Warrantholders Resolutions;
"Marwyn Securityholders" Marwyn Shareholders and Marwyn Warrantholders;
"Marwyn Series Two registered holders of Marwyn Series Two Warrants
Warrantholders" and "Marwyn
Series Two Warrantholder" means any of them;
"Marwyn Series Two the meeting of Marwyn Series Two Warrantholders to
Warrantholders Meeting" be convened for the purpose of approving the Marwyn
Warrant Proposals;
"Marwyn Series Two Warrants" warrants over Marwyn Ordinary Shares currently
exercisable at a
subscription price of 130p per share at any time
until 20 February
2009;
"Marwyn Shareholders" Marwyn Ordinary Shareholders and Marwyn B
Shareholders;
"Marwyn Shares" the Marwyn Ordinary Shares and the Marwyn B Shares;
"Marwyn Supplemental the supplemental instruments to be executed by
Instruments" Marwyn to amend
the terms and conditions of the Marwyn Warrants;
"Marwyn Warrantholders" Marwyn Series Two Warrantholders and Marwyn B
Warrantholders;
"Marwyn Warrant Proposals" the proposals for cancellation of all Existing
Marwyn Warrants and subsequent issue of New MVI2
Warrants, conditional on the Amalgamation becoming
effective;
"Marwyn Warrant Deed Polls" the deed polls executed by Marwyn constituting the
Marwyn
Warrants;
"Marwyn Warrantholders the extraordinary resolutions to approve the Marwyn
Resolutions" Warrant
Proposals to be tabled at the Marwyn Series Two
Warrantholders
Meeting and the Marwyn B Warrantholders Meeting;
"Marwyn Warrants" the Marwyn Series Two Warrants and the Marwyn B
Warrants;
"Master Fund" Marwyn Neptune Fund L.P., the limited partnership
in which
Marwyn and MVI2 have invested;
"McHattie Group" an independent valuation business owned by Andrew
McHattie trading under the name "the McHattie
Group";
"MVI2" Marwyn Value Investors II Limited, a closed-ended
company
incorporated in Guernsey on 5 September 2006 with
registration
number 45443 whose registered office is at Martello
Court, Admiral
Park, St. Peter Port, Guernsey GY1 3HB;
"MVI2 Amalgamation Resolution" the special resolution to, inter alia, approve the
Amalgamation
Proposals to be tabled at the MVI2 EGM;
"MVI2 Circular" the circular to be posted to MVI2 Securityholders
setting out the terms and conditions of the
Amalgamation
Proposals;
"MVI2 Directors" or "MVI2 the board of directors of MVI2;
Board"
"MVI2 EGM" the extraordinary general meeting of the Existing
MVI2
Shareholders to be convened for the purpose of
approving the MVI2
Amalgamation Resolution;
"MVI2 Meetings" the MVI2 EGM, the MVI2 Series One Warrantholders
Meeting, the
MVI2 Series Two Warrantholders Meeting and the MVI2
Warrantholders Meeting;
"MVI2 Resolutions" the MVI2 Amalgamation Resolution and the MVI2
Warrantholders
Resolutions;
"MVI2 Securityholders" MVI2 Shareholders and MVI2 Warrantholders;
"MVI2 Series One registered holders of MVI2 Series One Warrants and
Warrantholders" "MVI2 Series
One Warrantholder" means any of them;
"MVI2 Series One the separate meeting of MVI2 Series One
Warrantholders Meeting" Warrantholders to be convened for the purpose of
approving the MVI2 Warrant Proposals and the CS
Option;
"MVI2 Series One Warrants" warrants over MVI2 Shares currently exercisable at
a subscription
price of 115p per share at any time until 3 October
2008;
"MVI2 Series Two registered holders of MVI2 Series Two Warrants and
Warrantholders" "MVI2 Series
Two Warrantholder" means any of them;
"MVI2 Series Two the separate meeting of MVI2 Series Two
Warrantholders Meeting" Warrantholders to be convened for the purpose of
approving the MVI2 Warrant Proposals and the CS
Option;
"MVI2 Series Two Warrants" warrants over MVI2 Shares currently exercisable at
a subscription
price of 130p per share at any time until 30
October 2009;
"MVI2 Shares" ordinary shares of 10p each in the share capital of
MVI2, including
Existing MVI2 Shares and New MVI2 Shares;
"MVI2 Warrant Proposals" the proposals for cancellation of all Existing MVI2
Warrants and subsequent issue of New MVI2 Warrants,
conditional on the Amalgamation becoming effective;
"MVI2 Warrants" the MVI2 Series One Warrants and the MVI2 Series
Two Warrants;
"MVI2 Warrantholders" registered holders of MVI2Warrants and
"MVI2Warrantholder"
means any of them;
"MVI2 Warrantholders Meeting" the meeting of MVI2 Warrantholders to be convened
for the purpose of approving the MVI2 Warrant
Proposals and the CS Option;
"MVI2 Warrantholders the extraordinary resolutions to approve the MVI2
Resolutions" Warrant
Proposals to be tabled at the MVI2 Series One
Warrantholders
Meeting, the MVI2 Series Two Warrantholders Meeting
and the
MVI2 Warrantholders Meeting;
"Meetings" the Marwyn Meetings and the MVI2 Meetings;
"New MVI2 Shares" the new ordinary shares to be allotted and issued
by the
Amalgamated Company pursuant to the Amalgamation;
"New MVI2 Warrants" the new warrants to be allotted and issued by the
Amalgamated
Company pursuant to the Warrant Proposals
exercisable at a
subscription price of 115p at any time until 30
September 2010 and
callable by the Amalgamated Company if the
mid-market closing
price of the New Warrants on AIM, or any other
securities exchange
or quotation system on which the New Shares are
then primarily
traded or quoted as shown by Bloomberg shall be
132.5p or more
for any twenty or more trading days out of a period
of thirty
consecutive trading days;
"Non-Conflicted MVI2 the Directors of MVI2 who are able to count in the
Directors" quorum and vote
in favour of board resolutions relating to the
Amalgamation
Proposals, namely David Warr, Ian Clarke and James
Corsellis;
"Ordinance" the Amalgamation of Companies Ordinance, 1997 (as
amended)
made under the Companies (Enabling Provisions)
(Guernsey) Law,
1996;
"Panel" the Panel on Takeovers and Mergers in the United
Kingdom;
"Pounds Sterling", "�" or the lawful currency of the United Kingdom;
"Sterling"
"Registrar" Capita Registrars (Guernsey) Limited;
"Regulatory Information a primary information provider which has been
Services approved by the
Provider" FSA to disseminate regulatory information to the
market;
"Resolutions" the Marwyn Resolutions and the MVI2 Resolutions;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern
Ireland;
"United States" or "US" the United States of America (including the states
and District of
Columbia) and any of its territories, possessions
and other areas
subject to its jurisdiction; and
"Warrant Proposals" the Marwyn Warrant Proposals and the MVI2 Warrant
Proposals.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCJBMBTMMTBBLP
Marwyn Value B (LSE:MNVB)
Historical Stock Chart
From Nov 2024 to Dec 2024
Marwyn Value B (LSE:MNVB)
Historical Stock Chart
From Dec 2023 to Dec 2024
