Completion of Amended Accelerated Bookbuild

RNS Number : 0982O

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 EUROPEAN ECONOMIC AREA 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in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan, any member state of the European Economic Area 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 European Economic Area.

This Announcement contains inside information.

LEI: 213800L5751QTTVEA774

27 May 2020

Marwyn Value Investors Limited (the "Company")

Completion of Amended Accelerated Bookbuild

The Company wishes to announce that, further to the announcement made earlier today (the "ABB Announcement"), the amended investment agreement entered into between, amongst others, the Company and Marwyn Asset Management Limited (the "Investment Agreement"), has become unconditional in all respects and accordingly completion of the transactions described in the Launch Announcement as amended by the ABB Announcement will occur simultaneously upon settlement of the Amended Accelerated Bookbuild (as defined in the ABB Announcement).

Unless defined herein or the context otherwise requires, capitalised words and phrases used in this Announcement shall have the meanings given in the Launch Announcement.

Settlement of the Ordinary Shares to be purchased by MLTI LP and the Ordinary Shares acquired by the Chairman personally is currently expected to take place at 8.00 a.m. on 29 May 2020.

The Amended Accelerated Bookbuild was oversubscribed. Ordinary Shareholders that have successfully tendered Ordinary Shares pursuant to the Amended Accelerated Bookbuild have been provided with immediate liquidity in the Ordinary Shares and the resultant equity alignment of Carried Interest Recipients has been achieved by the completion of:

· the Amended Accelerated Bookbuild, whereby MLTI LP agreed to acquire 7,750,000 Ordinary Shares, resulting in the Carried Interest Recipients (other than Robert Ware) significantly increasing their (indirect) holding of Ordinary Shares and, through that, increasing their equity alignment with Ordinary Shareholders; and

· the acquisition by Robert Ware of 200,174 Ordinary Shares, increasing his direct or indirect holding of Ordinary Shares and, through that, increasing his equity alignment with Ordinary Shareholders.

The Amended Accelerated Bookbuild was conducted by Liberum Capital Limited ("Liberum"), the Company's broker, at a price of 80 pence per Ordinary Share, representing a discount of 47.4 per cent. to the estimated prevailing NAV per Ordinary Share on 26 May 2020, the latest practicable date prior to the release of the ABB Announcement, and a premium of 3.9 per cent. to the closing share price on 26 May 2020 .

Following settlement of the Amended Accelerated Bookbuild and the Ordinary Shares acquired by the Chairman personally, the Carried Interest Recipients will, directly or indirectly, hold 9,366,011 Ordinary Shares (excluding any Ordinary Shares held by MVI LP), representing approximately 15.75 per cent. of the Company's Ordinary Shares.

Pursuant to the amended Investment Agreement, MLTI LP is required to use the remaining proceeds from the Net Cash Amount of approximately £1.6 million to purchase Ordinary Shares alongside MVI LP as part of the Company's buyback programme.

Following completion of the Amended Accelerated Bookbuild, the Future Carry Entitlement of Marwyn will be immediately reset according to the terms set out in the Launch Announcement.

The Ordinary Shares to be acquired by MLTI LP pursuant to the Amended Accelerated Bookbuild, any shares acquired by MLTI LP alongside MVI LP as part of the buy back programme and Robert Ware pursuant to his acquisition will 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.

In this Announcement, unless the context otherwise requires, references to Ordinary Shares shall be deemed to also include references to Ordinary Share Depository Interests.

For further information please contact:

Gillian Martin/ Richard Bootle/ Louis Davies Liberum Capital Limited Telephone: [phone] Louisa Bonney / Scott Danks Axio Capital Solutions Limited Telephone: [phone] PR enquiries: Alex Child-Villiers / Will Barker Temple Bar Advisory Telephone:  [phone]

IMPORTANT INFORMATION

Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker and bookrunner to the Company 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.

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 Offer 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 Issue 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 "expects", "expected", "intends", "may", or "will. They appear in a number of places throughout the Announcement and include statements regarding the current expectations of the Company and/or Directors concerning, among other things, the actions expected to be taken by the Company and it shareholders. 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 or the actions of its shareholders may differ materially from the impression created by the forward-looking statements contained in this Announcement.

 

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