TIDMMVI
RNS Number : 0466O
Marwyn Value Investors Limited
27 May 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO
SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA,
JAPAN, ANY MEMBER STATE OF THE EEA OR ANY JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO.
Neither this Announcement nor any part of it constitutes an
offer or invitation to underwrite, an offer to sell or issue or the
solicitation of an offer to subscribe for or acquire any new
ordinary shares in any jurisdiction in which any such offer or
solicitation would be unlawful and the information contained herein
is not for publication or distribution, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Canada, South Africa, Japan, any member state of the EEA or any
jurisdiction in which such publication or distribution would be
unlawful. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act of 1933 (as
amended), under the securities legislation of any state of the
United States or under the applicable securities laws of Australia,
Canada, South Africa, Japan or any member state of the EEA.
This Announcement contains inside information.
LEI: 213800L5751QTTVEA774
27 May 2020
Marwyn Value Investors Limited (the "Company")
Amended Accelerated Bookbuild
Further to the announcement on 22 May 2020 (the "Launch
Announcement"), the Company today announces that the Board has
agreed to amend the investment agreement the Company has entered
into with, among others, the Company's investment manager.
Capitalised terms used in this announcement shall have the meanings
set out in the Launch Announcement.
The amendment will maintain the full reinvestment of the GBP7.8
million of net proceeds from the sale of the Ordinary Share Carried
Interest Entitlement by the Marwyn Carry Partnerships but reduce
the maximum size of the Accelerated Bookbuild to 7,750,000 Ordinary
Shares (the "Amended Accelerated Bookbuild") and require MLTI LP to
reinvest any remaining sale proceeds in Ordinary Shares alongside
the Company's buyback programme.
The Offer Price remains as 80p, but the additional shares to be
bought by MLTI LP alongside the Company's buyback programme could
be bought at prices higher or lower than that.
To the extent that Eligible Shareholders offer to sell more
Ordinary Shares than are being offered to be purchased in the
Amended Accelerated Bookbuild, the offer to each Eligible
Shareholder will continue to be scaled down pro rata to the
proportion that the relevant Eligible Shareholder's holding of
Ordinary Shares represents of all shares offered for sale.
If there is not sufficient demand for at least ninety per cent.
of the GBP6.2 million of the Amended Accelerated Bookbuild (being
GBP5.58 million), the Amended Accelerated Bookbuild will not
complete and be cancelled and none of the other transactions
described in this Announcement or the Launch Announcement will
complete.
Robert Ware, the Company's chairman, has confirmed his intention
to complete a simultaneous acquisition of 200,174 Ordinary Shares
at a price of 80 pence per Ordinary Share alongside the Amended
Accelerated Bookbuild, utilising in full his share of the Ordinary
Share Carried Interest Entitlement (after deduction of tax).
Pursuant to the amended Investment Agreement, MLTI LP remains
conditionally obliged to reinvest GBP 7.8 million, representing the
Consideration payable by the Company for the purchase of the
Ordinary Share Carried Interest Entitlement (excluding the amount
of the Ordinary Share Carried Interest Entitlement allocable to
Robert Ware) after deduction of certain costs, including taxation
and other accrued liabilities, of the other Carried Interest
Recipients.
To the extent that the Net Cash Amount is not invested in the
Company through the Amended Accelerated Bookbuild following
settlement of the transaction, MLTI LP has undertaken pursuant to
the amended investment agreement to acquire Ordinary Shares in the
market alongside MVI LP as part of the Company's buyback programme.
MLTI LP will not be able to use the Net Cash Amount for any other
purposes.
It is expected that all Ordinary Shares bought by MLTI LP in
such manner will be acquired before 30 September 2020.
The Ordinary Shares to be acquired by MLTI LP pursuant to the
Amended Accelerated Bookbuild and any Ordinary Shares acquired by
the Chairman personally (which may be through a SIPP) will continue
to be subject to a lock-up for the period up to the date of the
next Realisation Share offer, subject to typical carve outs,
including an offer for all of the issued share capital of the
Company or on the death or incapacity of a Carried Interest
Recipient. The next Realisation Share offer is expected to take
place in November 2021.
Completion of the Amended Accelerated Bookbuild, the Chairman's
acquisition and the other transactions described in this
Announcement are expected to have the same benefits set out in the
Launch Announcement. They will continue to be funded by the sale of
the Ordinary Share Carried Interest Entitlement to the Company by
the Marwyn Carry Partnerships pursuant to the Investment
Agreement.
If the Amended Accelerated Bookbuild completes, the Future Carry
Entitlement will be amended as set out in the Launch
Announcement.
Amended Accelerated Bookbuild
Under the terms of the Amended Accelerated Bookbuild, MLTI LP
conditionally offers to acquire Ordinary Shares on-market at the
Offer Price. The Amended Accelerated Bookbuild will continue to
only be available to Eligible Shareholders.
Completion of the Amended Accelerated Bookbuild and the other
transactions contemplated in this Announcement and the Launch
Announcement are conditional on, inter alia, Liberum, on behalf of
MLTI LP, procuring Eligible Shareholders to tender Ordinary Shares
for purchase by MLTI LP at the Offer Price for an aggregate
consideration of at least GBP5.58 million .
The Amended Accelerated Bookbuild will be launched immediately
following this Announcement and is expected to close later this
morning, although may be closed later at the sole discretion of
MLTI LP and Liberum or may be terminated at any time prior to close
by the Company in its absolute discretion.
The results of the Amended Accelerated Bookbuild will be
announced shortly thereafter.
If the Amended Accelerated Bookbuild is taken up in full and
becomes unconditional in all respects, the number of Ordinary
Shares to be purchased pursuant to the Accelerated Bookbuild will
be 7,750,000.
Liberum continues to be appointed as the sole bookrunner in
respect of the Amended Accelerated Bookbuild.
Liberum will determine the level of demand from Eligible
Shareholders for participation in the Amended Accelerated
Bookbuild. The decision to proceed with the Amended Accelerated
Bookbuild and the other transactions contemplated by this
Announcement shall be at the absolute discretion of MLTI LP and
Liberum.
To tender Ordinary Shares pursuant to the Amended Accelerated
Bookbuild, Eligible Shareholders should communicate their tender by
telephone to Liberum. Any parties wishing to tender their Ordinary
Shares should contact:
Andrew Davies: 020 3100 2269 / Peter Turner: 020 3100 2170
If the Amended Accelerated Bookbuild completes, Liberum will
accept bids, either in whole or in part, on the basis of
allocations determined by it to be as close as practicable to pro
rata to the proportion that the relevant Eligible Shareholder's
holding of Ordinary Shares represents of all shares offered for
sale.
Subject to the conditions of the Amended Accelerated Bookbuild
being satisfied, settlement of the Ordinary Shares to be purchased
by MLTI LP is currently expected to take place at 8.00 a.m. on 29
May 2020.
The Amended Accelerated Bookbuild remains conditional upon the
Engagement Letter not being terminated in accordance with its
terms.
For further information please contact:
Gillian Martin/ Richard Bootle/ Louis Davies
Liberum Capital Limited
Telephone: 020 3100 2222
Louisa Bonney / Scott Danks
C/O Axio Capital Solutions Limited
Telephone: 01534 761240
PR enquiries:
Alex Child-Villiers / Will Barker
Temple Bar Advisory
Telephone: 020 7975 1415
IMPORTANT INFORMATION
This Announcement contains inside information.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE AMED
ACCELERATED BOOKBUILD. THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) IF IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"), AND (II) ARE "QUALIFIED INVESTORS" WITHIN THE
MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION AND (B)
OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO
COMMUNICATE IT (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD
ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THE ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OF ANY SECURITIES.
Liberum, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as broker to the
Company and bookrunner to MLTI LP in connection with the matters
described in this Announcement. Persons receiving this Announcement
should note that Liberum will not be responsible to anyone other
than the Company and MLTI LP for providing the protections afforded
to customers of Liberum, or for advising any other person on the
arrangements described in this Announcement.
Liberum has not authorised the contents of, or any part of, this
Announcement and no liability whatsoever is accepted by Liberum for
the accuracy of any information or opinions contained in this
Announcement or for the omission of any information. No
representation or warranty, express or implied, is made by Liberum
as to the accuracy, completeness or verification of the information
set out in this Announcement, and nothing contained in this
Announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or the
future. Liberum does not assume any responsibility for its
accuracy, completeness or verification and accordingly disclaims,
to the fullest extent permitted by applicable law, any and all
liability whether arising in tort, contract or otherwise which it
might otherwise be found to have in respect of this Announcement or
any such statement.
If you are in any doubt about the contents of this Announcement
you should consult your accountant, legal or professional adviser
or financial adviser. It should be remembered that the price of
securities and the income from them can go up as well as down. The
Amended Accelerated Bookbuild will, subject to the discretion of
MLTI LP and to the extent permitted by applicable law and
regulation, only be available to Eligible Shareholders. In the
United Kingdom, members of the public are not invited to
participate in and are not eligible to take part in the Amended
Accelerated Bookbuild. Participation in the Amended Accelerated
Bookbuild is limited at all times to Eligible Shareholders. Any
person who is not an Eligible Shareholder should not act or rely on
this Announcement or any of its contents.
Any investment, or investment activity to which this
Announcement relates, is available in the United Kingdom to
Eligible Shareholders only and will be engaged in only with
Eligible Shareholders. By receiving this Announcement, you are
deemed to warrant to MLTI LP and Liberum that you fall within the
categories of person described above. No Ordinary Shares have been
offered or sold or will be offered or sold to persons in the United
Kingdom prior to publication of this Announcement except in
circumstances which have not resulted in an offer to the public in
the United Kingdom within the meaning of section 102B of the
FSMA.
This Announcement must not be acted on or relied upon in any
member state of the EEA.
This Announcement has been prepared on the basis that all offers
to tender Ordinary Shares will be made pursuant to an exemption
under the Prospectus Regulation from the requirement to produce a
prospectus for offers of Ordinary Shares. Accordingly, any person
making or intending to make any offer within the EEA of or for
ordinary shares in the capital of the Company which are not the
subject of the Amended Accelerated Bookbuild contemplated in this
Announcement should only do so in circumstances in which no
obligation arises for the Company or Liberum to produce a
prospectus. Neither the Company nor Liberum has authorised, nor do
they authorise, the making of any offer of Ordinary Shares through
any financial intermediary.
This Announcement does not constitute or form part of any offer
or invitation to purchase any Ordinary Shares (i) in any
jurisdiction in which such offer, invitation or solicitation is not
authorised; (ii) in any jurisdiction in which the person making
such offer, invitation or solicitation is not qualified to do so;
or (iii) to any person to whom it is unlawful to make such offer,
invitation or solicitation. The distribution of this Announcement
and the purchase of the Ordinary Shares may be restricted by law.
Persons into whose possession this Announcement comes must
therefore inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction. In particular, this Announcement may not be
distributed, forwarded to or transmitted in, into or from the
United States, Australia, Canada, Japan, South Africa, or any
member state of the EEA or to any US person (as defined under
Regulation S of the US Securities Act of 1933, as amended). Any
person within the United States and any US person who obtains a
copy of this Announcement must disregard it. No public offering of
the Ordinary Shares is being made in any jurisdiction. No action
has been or will be taken by the Company or Liberum that would
permit the purchase of the Ordinary Shares or possession or
distribution of this Announcement in any jurisdiction where action
for that purpose is required.
All statements in this Announcement other than statements of
historical fact are, or may be deemed to be, "forward-looking
statements". In some cases, these forward-looking statements may be
identified by the use of forward-looking terminology, including the
terms "targets", "believes", "estimates", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology. They appear
in a number of places throughout the Announcement and include
statements regarding the intentions, beliefs or current
expectations of the Company and/or Directors concerning, among
other things, the performance, results of operations, financial
condition, liquidity, prospects and dividend policy of the Company.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Company's actual performance, result of
operations, financial condition, liquidity and dividend policy may
differ materially from the impression created by the
forward-looking statements contained in this Announcement. In
addition, even if the performance, results of statements contained
in this Announcement, those results or developments may not be
indicative of results or developments in subsequent periods.
Important factors that may cause these differences include, but are
not limited to, changes in economic conditions generally; changes
in interest rates and currency fluctuations; impairments in the
value of the Company's assets; legislative/regulatory changes;
changes in taxation regimes; the availability and cost of capital
for future expenditure; the availability of suitable financing.
Investors should specifically consider the factors identified in
this Announcement which could cause actual results to differ before
making an investment decision.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FUREASSXAASEEEA
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