TIDMMVI
RNS Number : 9612M
Marwyn Value Investors Limited
19 October 2016
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM), CANADA,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.
19 October 2016
Marwyn Value Investors Limited (the "Company")
Publication of Circular and Prospectus
In accordance with the realisation policy adopted by the Company
in November 2013, the Company hereby announces the publication of a
circular to shareholders (the "Circular"). The Circular contains
details of an offer to each holder of ordinary shares of 0.0001p
each ("Ordinary Shares") in the capital of the Company ("Ordinary
Shareholders") to redesignate some or all of their Ordinary Shares
as realisation shares of 0.0001p each ("Realisation Shares") (the
"Realisation Share Offer").
The Circular also provides Ordinary Shareholders with
information regarding the Realisation Share Offer as well as how
the Realisation Share Offer impacts the Company and its existing
investment structure.
The Realisation Shares will rank equally and will otherwise
carry the same rights as the Ordinary Shares save that: (i) the
investment policy of the Company and the fund in which the Company
has invested all of its available capital, Marwyn Value Investors
LP (the "Master Fund") in respect of the realisation pool will be
managed with a view to maximising investment returns, realising
investments and making distributions to the holders of Realisation
Shares as realisations are made; (ii) the ordinary share
distribution policy applicable to the Ordinary Shares (the
"Ordinary Share Distribution Policy") will not apply to the
Realisation Shares and (iii) the Realisation Shares will entitle
their holders to returns only in respect of the realisations made
on investments attributable to the realisation pool.
Prior to making any election to receive Realisation Shares,
Shareholders should have regard to the following:
-- No Accelerated Realisation: The portfolio attributable to the
Realisation Shares will not be divested on an accelerated basis as
compared to the assets attributable to the Ordinary Shares and,
upon a divestment, the relevant assets will be divested pro rata
with those attributable to the Ordinary Shares, and not in
preference to them.
The Company's manager, Marwyn Asset Management Limited, has
advised the Directors that it does not currently expect to make any
substantial disposals over the next 5 years. The Directors, having
considered the historical investment holding periods and timing of
investment returns, considers this consistent with the Company's
investment objective and investment policy.
-- No Quarterly Dividends: The Realisation Shares will not
participate in the Ordinary Share Distribution Policy. This means
that holders of Realisation Shares ("Realisation Shareholders")
will not benefit from the quarterly dividends (or any other
extraordinary distribution made pursuant to the Ordinary Share
Distribution Policy) paid to Ordinary Shareholders.
-- Concentration Risk: The Realisation Shares will not benefit
from future diversification of the portfolio, and their returns
will remain invested in the current five investments. 85 per cent.
of the current portfolio is held in three investments.
-- Limited Follow on Investment Ability: Cash attributable to
the Realisation Shares will be accounted for separately to the cash
attributable to the Ordinary Shares. This cash may be utilised in
follow-on investments into current holdings for a period of three
years, after which the balance will be distributed to Realisation
Shareholders. Following that point, the cash attributable to the
Realisation Shares will not be invested in follow-on opportunities
in the portfolio, and so the shareholdings in portfolio companies
held on behalf of Realisation Shares may be diluted or adversely
affected compared to the Ordinary Shares.
-- Realisation Class Liquidity: There is no guarantee that the
Realisation Shares will be admitted to trading on the Specialist
Fund Segment of the Main Market of the London Stock Exchange (the
"SFS") as the London Stock Exchange has the right to refuse an
admission to the Realisation Shares if it believes there will be
insufficient liquidity in the class. Investors will be permitted to
elect to redesignate into the Realisation Shares conditional on the
Realisation Shares being admitted to trading on the SFS. However,
even if admission of the Realisation Shares to the SFS
("Admission") is achieved, the Directors expect that if the number
of aggregate elections for Realisation Shares or the number of
Realisation Shareholders is low, then the Realisation Shares may be
highly illiquid notwithstanding such admission.
-- Marwyn Value Investors II LP ("MVI II LP"): The Master Fund
has seeded MVI II LP, a private equity fund structure through which
it is anticipated that future Master Fund investments attributable
to the Ordinary Shares will be made alongside other third party
limited partner investors. In circumstances where a third party
fundraise is completed by MVI II LP, Ordinary Shareholders will be
expected to benefit from diversification of the portfolio and an
increased ability for the Master Fund to deploy capital in both
follow-on investments in existing holdings, as well as new
investment opportunities. Realisation Shareholders, however, will
not be exposed to any investments directly or indirectly held by
MVI II LP as their assets will be held within a separate
realisation pool by the Master Fund.
The Company has undertaken to use its best endeavours to procure
Admission. As required by the Prospectus Rules of the Financial
Conduct Authority, the Company has today published a prospectus
approved by the UK Listing Authority (the "Prospectus") relating to
such Admission.
Shareholders should read the Prospectus in full prior to making
a decision as to whether or not to elect to receive Realisation
Shares. The Circular includes a summary of certain information
relating to the Realisation Share Offer but does not purport to be
a full summary of all information contained in the Prospectus.
Further details relating to the share rights and investment
policy applicable to the Realisation Shares are set out in the
Prospectus and the Circular.
The Circular also encloses a form of election relating to the
Realisation Share Offer for those Ordinary Shareholders who hold
their Ordinary Shares in certificated form and includes
instructions for Ordinary Shareholders who hold their Ordinary
Shares in CREST in the form of depositary interests.
The expected key dates relating to the Realisation Share Offer
are set out below:
2016
Publication of the Prospectus 19 October
and Circular relating to
the Realisation Share Offer
Latest time and date for 1.00 p.m. on 23 November
receipt of forms of election
(or electronic TTE instructions
in respect of depositary
interests)
Announcement of results 28 November
of Realisation Share Offer
and whether or not the
Realisation Shares will
be admitted to trading
on the SFS based on elections
received
Redesignation of Ordinary Before 8.00 a.m. on
Shares as Realisation Shares 30 November
takes place
Admission of the Realisation 8.00 a.m. on 30 November
Shares to the SFS and unconditional
dealings in the Realisation
Shares commence on the
London Stock Exchange (conditional
on Admission being granted
by the London Stock Exchange)
Delivery of depositary 30 November
interests representing
Realisation Shares into
CREST
Where applicable, definitive by 9 December
share certificates representing
Realisation Shares despatched
by post
The Circular and the Prospectus are available for download on
the Company's website (http://www.marwynvalue.com/).
A copy of the Prospectus has been submitted to the National
Storage Mechanism and will shortly be available for inspection at
http://www.morningstar.co.uk/uk/NSM.
Company enquiries:
Louisa Bonney / Anita Weaver
Axio Capital Solutions Limited
Telephone: 01534 761240
Liberum Capital Limited
Steve Pearce / Henry Freeman
Telephone: 0203 100 2200
PR enquiries:
Alex Child-Villiers / Ed Orlebar
Temple Bar Advisory Limited
Telephone: 020 7002 1080
IMPORTANT INFORMATION
This announcement, which has been prepared by, and is the sole
responsibility of, the Directors of the Company, has been approved
for the purposes of section 21 of the Financial Services and
Markets Act 2000 by Marwyn Investment Management LLP, which is
authorised and regulated by the Financial Conduct Authority.
Liberum Capital Limited ("Liberum") which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting only for the Company in connection with the matters
described in this announcement and is not acting for or advising
any other person, or treating any other person as its client, in
relation thereto and will not be responsible for providing the
regulatory protection afforded to clients of Liberum or advice to
any other person in relation to the matters contained herein.
This announcement is an advertisement and does not constitute a
prospectus relating to the Company and does not constitute, or form
part of, any offer or invitation to sell or issue, or any
solicitation of any offer to subscribe for, any securities in the
Company in any jurisdiction nor shall it, or any part of it, or the
fact of its distribution, form the basis of, or be relied on in
connection with or act as any inducement to enter into, any
contract therefor.
Recipients of this announcement who are considering whether to
elect for Realisation Shares following publication of the
Prospectus are reminded that any such election must be made only on
the basis of the information contained in the Prospectus. Any
election for Realisation Shares will be subject to specific legal
or regulatory restrictions in certain jurisdictions. Persons
distributing this announcement or the Prospectus must satisfy
themselves that it is lawful to do so. The Company assumes no
responsibility in the event that there is a violation by any person
of such restrictions.
None of Liberum, Marwyn Asset Management Limited, Marwyn
Investment Management LLP nor any of their respective partners,
directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of, the information in this announcement
(or whether any information has been omitted from the announcement)
or any information relating to the Company, whether written, oral,
or in a visual or electronic form, and howsoever transmitted or
made available or any loss howsoever arising from any use of this
announcement or its contents or otherwise in connection with
it.
This announcement may not be published, distributed or
transmitted by any means or media, directly or indirectly, in whole
or in part, in or into the United States. This announcement does
not constitute an offer to sell, or a solicitation of an offer to
buy, securities in the United States. Securities may not be offered
or sold in the United States absent registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. The securities
mentioned herein have not been, and will not be, registered under
the Securities Act or under the securities laws or with any
securities regulatory authority of any state or other jurisdiction
of the United States. There will be no public offering of the
securities in the United States. The Company has not been, and will
not be, registered under the US Investment Company Act of 1940, as
amended.
Neither this announcement nor any copy of it may be taken or
transmitted into or distributed in any member state of the European
Economic Area (other than the United Kingdom), Canada, Australia,
the Republic of South Africa or Japan or any resident thereof. Any
failure to comply with these restrictions may constitute a
violation of the securities laws or the laws of any such
jurisdiction. The distribution of this announcement in other
jurisdictions may be restricted by law and the persons into whose
possession this announcement comes should inform themselves about,
and observe, any such restrictions.
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
certain jurisdictions, on the Company's website at
www.marwynvalue.com, by no later than 12.00 p.m. on the Business
Day following this announcement. Neither the contents of the
Company's website, nor those of any other website accessible from
hyperlinks on the Company's website, are incorporated into or form
part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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