TIDMMVI
RNS Number : 5755P
Marwyn Value Investors Limited
19 October 2021
LEI: 213800L5751QTTVEA774
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, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO
19 October 2021
Marwyn Value Investors Limited (the "Company")
Publication of Circular and Prospectus
In November 2013, shareholders approved a proposal that,
commencing on 30 November 2016 and thereafter at ve- yearly
intervals, holders of Ordinary Shares would have the option to
redesignate all or some of their Ordinary Shares into Realisation
Shares on a one-for-one basis.
Accordingly, the Company hereby announces the publication of a
circular to shareholders (the "Circular"). The Circular contains
details of an offer to qualifying holders of Ordinary Shares to
redesignate some or all of their Ordinary Shares as Realisation
Shares ("2021 Realisation Shares") (the "2021 Realisation Share
Offer"). The Circular also provides information regarding how the
2021 Realisation Share Offer impacts the Company and its existing
investment structure and how to elect to redesignate Ordinary
Shares into 2021 Realisation Shares .
None of the Directors, the Principals, the Manager or any of
their respective associates that currently hold Ordinary Shares
will be electing to take up the 2021 Realisation Share Offer and
redesignate any of their Ordinary Shares as 2021 Realisation
Shares.
The key features of the 2021 Realisation Shares, as compared to
the Ordinary Shares are summarised in the following table:
2021 Realisation Ordinary Shares
Shares
Investment policy
Participation in new No Yes
investments
---------------------- ----------------------------
Participation in follow-on Yes - for three Yes
investments in existing years
Portfolio Companies
---------------------- ----------------------------
Timing of investment No accelerated realisation - the portfolio
exit attributable to the 2021 Realisation
Shares will not be divested on an accelerated
basis as compared to the portfolio attributable
to the Ordinary Shares
----------------------------------------------------
Distributions & Dividends
Dividends No dividend payable Quarterly dividends
of 2.265p per share
(9.06p per share annually)
---------------------- ----------------------------
Return of capital All sales proceeds(1) 50% of Net Capital
Gains are distributed,
to the extent that
cumulative Net Capital
Gains since the adoption
of the Ordinary Share
Distribution Policy
have not already been
returned
Remaining amounts
are retained by the
Master Fund, available
for future investment
---------------------- ----------------------------
(1) Subject to holding back any amounts for reasonable working
capital requirements
The Company's manager, Marwyn Investment Management LLP, has
advised the Directors that it does not currently expect to make any
substantial disposals over the next five years. The Directors,
having considered the historical investment holding periods and
timing of investment returns, consider this consistent with the
Company's investment objective and investment policy.
The Company has undertaken to use its best endeavours to procure
Admission. As required by the Prospectus Regulation Rules of the
Financial Conduct Authority, the Company has today published a
prospectus approved by the Financial Conduct Authority ("FCA") (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 2021
Realisation Shares. The Circular includes a summary of certain
information relating to the 2021 Realisation Share Offer but does
not purport to be a full summary of all information contained in
the Prospectus.
The expected key dates relating to the 2021 Realisation Share
Offer are set out below:
2021
Publication of the Prospectus and 19 October
Circular relating to the 2021 Realisation
Share Offer
Latest time and date for receipt 1.00 p.m. (London
of forms of election (or electronic time) on 23 November
TTE instructions in respect of
Ordinary Share Depositary Interests)
Announcement of results of 2021 28 November
Realisation Share Offer and whether
or not the 2021 Realisation Shares
will be admitted to trading on
the SFS based on elections received
Issue of the 2021 Realisation Shares, 30 November
Admission of the 2021 Realisation
Shares to the SFS and unconditional
dealings in the 2021 Realisation
Shares commencing on the London
Stock Exchange (conditional on
Admission being granted by the
London Stock Exchange)
Delivery of 2021 Realisation Share 30 November
Depository Interests into CREST
Where applicable, definitive share by 14 December
certificates representing 2021
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://data.fca.org.uk/#/nsm/nationalstoragemechanism .
In connection with the 2021 Realisation Share Offer, the
existing Realisation Shares issued by the Company and admitted to
trading on the SFS will be redesignated as "2016 Realisation
Shares". None of the rights or obligations associated with the
redesignated shares have been affected, the change is being made
purely to clearly differentiate them from the 2021 Realisation
Shares.
Company enquiries:
Company Secretary - Aztec Financial Services (Jersey)
Limited
Katrina Boult / Jenny Keen
Telephone: 01534 833000
Investor Relations
Kam Bansil
Telephone: 020 7039 1901
Corporate Broker - Liberum Capital Limited
Chris Clarke / Owen Matthews
Telephone: 0203 100 2200
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.
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 2021 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 2021 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.
Neither the Company, 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, 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.
In accordance with the UK PRIIPs Regulation, a key information
document in respect of the 2021 Realisation Shares has been
prepared by the Company and is available to investors at
www.marwynvalue.com.
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and/or any equivalent requirements elsewhere to the extent
determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
manufacturer (for the purposes of the UK Product Governance
Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) may otherwise have with respect
thereto, the 2021 Realisation Shares have been subject to a product
approval process, which has determined that such 2021 Realisation
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each defined in Chapter 3 of
the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the
"Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the 2021 Realisation Shares may
decline and investors could lose all or part of their investment;
the 2021 Realisation Shares offer no guaranteed income and no
capital protection; and an investment in the 2021 Realisation
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom; and (c) it is intended that the 2021
Realisation Shares will be admitted to the Specialist Fund Segment,
which is intended for institutional, professional, professionally
advised and knowledgeable investors who understand, or who have
been advised of, the potential risk from investing in companies
admitted to the Specialist Fund Segment. The Target Market
Assessment is without prejudice to any contractual, legal or
regulatory restrictions in relation to the 2021 Realisation Share
Offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the 2021
Realisation Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the 2021 Realisation Shares and
determining appropriate distribution channels.
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END
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