Interim Results

RNS Number : 8568I

Marwyn Value Investors Limited

25 November 2008

 



Marwyn Value Investors Limited 

Interim results restatement for the six months ended 30 June 2008 (unaudited)

Marwyn Value Investors Limited (formerly Marwyn Value Investors II Limited) (the 'Company'), (AIM: MVI), today announces that, in preparation for its proposed move to the Specialist Fund Market of the London Stock Exchange plc, it has undertaken a review of its financial statements for the six months ended 30 June 2008 (announced on 30 September 2008).

This review has no impact on the net asset values previously announced or future net asset values. 

In connection with the review, the Company has restated its interim results to treat the amalgamation of Marwyn Value Investors II Limited and Marwyn Value Investors Limited in April 2008 as an acquisition (rather than a merger) for accounting purposes, as consistent with International Financial Reporting Standards and on which basis the full year audited results to 31 December 2008 will be prepared. The adjustments result in a restatement of the Company's interim results, which are set out below. The restatement has no impact on the Company's net asset values as stated in its announcement of 10 November 2008 or future net asset values, no impact on the assets or liabilities of the Company (including the end of period cash position of £0.3 million) and an upwards adjustment to the income statement.

As announced on 3 November 2008 and subject to the approval by the UK Listing Authority of the prospectus to be issued in connection with the admission to the Specialist Fund Market and the approval of the London Stock Exchange plc, trading on the Specialist Fund Market is expected to commence on or around 8 December 2008. 

The restated interim results will shortly be available on the Company's website www.marwynvalue.com. 

Enquiries:

Collins Stewart Europe Limited
Nominated Adviser
Seema Paterson, Stewart Wallace	0207 523 8350

  Marwyn Value Investors Limited

INCOME STATEMENT

FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2008

		For the six month period					For the six month period
		ended 30 June 2008					ended 30 June 2007
		(unaudited)					(unaudited)
		Revenue	Capital		Total		Revenue	Capital		Total
		£	£		£		£	£		£
INCOME
Bank interest		6,270	-		6,270		23,197	-		23,197
Excess of net assets acquired over cost		-	8,418,391		8,418,391		-	-		-
(Loss)/Gain on investments held at
fair value through profit or loss		-	(11,554,378)		(11,554,378)		-	8,865,396		8,865,396
		6,270	(3,135,987)		(3,129,717)		23,197	8,865,396		8,888,593
EXPENSES
Directors' fees		26,721	-		26,721		24,699	-		24,699
Administration fees		40,051	-		40,051		16,689	-		16,689
Legal and professional fees		8,490	-		8,490		-	-		-
Regulatory expenses		7,410	-		7,410		7,445	-		7,445
Audit fees		9,484	-		9,484		4,000	-		-
Registrars fees		3,026	-		3,026		6,793	-		6,793
Exempt fee		600	-		600		1,200	-		1,200
Formation expenses		-	-		-		8,800	-		8,800
Other expenses		10,665	-		10,665		21,320	-		21,320
		106,447	-		106,447		90,946	-		90,946
(LOSS)/PROFIT FOR THE PERIOD		(100,177)	(3,135,987)		(3,236,164)		(67,749)	8,865,396		8,797,647
Return per Ordinary Share -
basic (pence per share)		(0.26)	(8.26)		(8.52)		(0.21)	26.86		26.66
Return per Ordinary Share -
diluted (pence per share)		(0.26)	(8.26)		(8.52)		(0.08)	10.58		10.50

The total column of this statement represents the Income Statement of the Company, prepared in accordance with IFRS. The revenue and capital columns represent supplementary information prepared under guidance published by the Association of Investment Trust Companies. All items in the above statement derive from continuing operations.

BALANCE SHEET

30 JUNE 2008

			30 June 2008		31 December 2007
			(unaudited)		(audited)
NON CURRENT ASSETS			£		£
Unquoted investments held at fair value through
profit or loss			89,047,801		41,069,330
CURRENT ASSETS
Prepayments			20,544		-
Cash and cash equivalents			317,420		273,834
			337,964		273,834
TOTAL ASSETS			89,385,765		41,343,164
CURRENT LIABILITIES
Accruals			(96,324)		(38,463)
NET ASSETS			89,289,441		41,304,701
EQUITY
Called up share capital			8,215,647		3,300,000
Share premium			43,780,480		-
Special distributable reserve			26,346,979		26,346,979
Warrant reserve			4,392,660		-
Series One Warrant reserve			-		1,015,866
Series Two Warrant reserve			-		852,017
Capital reserve - Unrealised			6,773,342		9,909,330
Revenue reserve			(219,668)		(119,491)
TOTAL EQUITY			89,289,441		41,304,701

Net asset value per Ordinary share - basic and
diluted (pence per share)			108.68		125.17

  STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2008

		Called up share capital	Share premium	Special distributable reserve	Warrant reserve	Series One Warrant Reserve	Series Two Warrant Reserve	Capital reserve	Revenue reserve		Total
		£	£	£	£	£	£	£	£		£
As at 1 January 2008		3,300,000	-	26,346,979	-	1,015,866	852,017	9,909,330	(119,491)		41,304,701
Issue of Ordinary Shares
and Warrants		4,915,647	44,486,609	-	4,431,235	(1,015,866)	(852,017)	-	-		51,965,608
Amalgamation  expenses (note 4)		-	(706,129)	-	(38,575)	-	-	-	-		(744,704)
(Loss)/Profit for the period		-	-	-	-	-	-	(3,135,987)	(100,177)		(3,236,164)
As at 30 June 2008		8,215,647	43,780,480	26,346,979	4,392,660	-	-	6,773,343	(219,668)		89,289,441

		Called up share capital	Share premium	Special distributable reserve	Warrant reserve	Series One Warrant Reserve	Series Two Warrant Reserve	Capital reserve	Revenue reserve		Total
		£	£	£	£	£	£	£	£		£
Issue of Ordinary Shares
and Warrants		3,300,000	27,733,798	-	-	1,069,338	896,864	-	-		33,000,000
Profit for the period		-	-	-	-	-	-	8,865,396	(67,749)		8,797,647
Share and warrant  issue costs		-	(1,386,819)	-	-	(53,472)	(44,847)	-	-		(1,485,138)
Transfer to Special
Distributable Reserve		-	(26,346,979)	26,346,979	-	-	-	-	-		-
As at 30 June 2007		3,300,000	-	26,346,979	-	1,015,866	852,017	8,865,396	(67,749)		40,312,509

CASH FLOW STATEMENT

FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2008

		For the six month period		For the six month period
		30 June 2008		30 June 2007
		(unaudited)		(unaudited)
		£		£
Net cash outflow from operating activities		(811,805)		(57,330)
Net cash inflow/(outflow) from investing activities		720,000		(31,160,000)
Net cash outflow before financing		(91,805)		(31,217,330)
Net cash inflow from financing activities		135,391		31,514,862
Increase in cash and cash equivalents		43,586		297,532
Cash and cash equivalents at beginning of period		273,834		-
Cash and cash equivalents at end of period		317,420		297,532

These interim financial statements are unaudited and are not the Company's statutory financial statements.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

30 JUNE 2008

1. GENERAL INFORMATION

On 18th April 2008 Marwyn Value Investors Limited, company no 44223, and Marwyn Value Investors II Limited, company no 45443 were amalgamated in accordance the Amalgamation of Companies Ordinance 1997: To continue trading as Marwyn Value Investors II Limited. Following the sanction of a special resolution of the Company, and with the approval of the Royal Court of Guernsey, dated 25th April 2008, the Company changed its name and is now called Marwyn Value Investors Limited.

2. ACCOUNTING POLICIES

These unaudited interim financial statements, which have not been reviewed by an independent auditor, have been prepared in accordance with International Accounting Standard 34: Interim Financial Reporting ('IAS 34'). These interim financial statements have adopted the same accounting policies, presentation and methods of computation as the last financial statements which were prepared in accordance with International Financial Reporting Standards ('IFRS') issued by the International Accounting Standards Board ('IASB'), interpretations issued by the International Financial Reporting Interpretations Committee of the IASB ('IFRIC') and applicable legal and regulatory requirements of Guernsey Law.

3. THE AMALGAMATION

On 11 March 2008, the Directors of Marwyn Value Investors Limited ('Marwyn') and Marwyn Value Investors II Limited ('MVI2') announced that they had reached agreement on the terms of a recommended amalgamation between MVI2 and Marwyn pursuant to which Marwyn would be amalgamated with MVI2. Under the amalgamation; (i) the Marwyn Ordinary Shares and Marwyn B Shares were converted into MVI2 Shares; (ii) MVI2 Series One Warrants and MVI2 Series Two Warrants were cancelled in exchange for New Warrants; and (iii) Marwyn Series Two Warrants and Marwyn B Warrants were cancelled in exchange for New Warrants.

The amalgamation was implemented under the Guernsey Amalgamation of Companies Ordinance, 1997 such that MVI2 as the surviving or Amalgamated Company did, by operation of law, succeed to all property, rights powers and privileges, and did become liable for all debts, liabilities and obligations, of Marwyn existing on the Effective Date, 18 April 2008. On the Effective Date, all Marwyn Shares were converted into MVI2 Shares and Marwyn ceased to exist as a separate entity under Guernsey law and was deleted from the Guernsey Register of Companies. Thereafter, the Company was amalgamated for the purposes of the Ordinance.

The number of shares to which Marwyn Shareholders became entitled under the Amalgamation was determined on the calculation date, 11 April 2008, when the Fair Asset Values were calculated in accordance with the formulae set out in part XI of the AIM re-admission document.

A Marwyn Ordinary Shareholder was entitled to 1.2232408 New Shares for every Marwyn Ordinary Share held; and

A Marwyn B Shareholder was entitled to 0.7796110 New Shares for Every Marwyn B Share held.

Fractional entitlements to Shares arising after calculation of each Marwyn Shareholder's entitlement under the terms of the Amalgamation were disregarded and were not issued.

On that basis the Amalgamation resulted in the issue of 49,156,473 New Shares representing 59.83% of the enlarged share capital of MVI2. The fair value of the shares issued was £60,212,747 or 122.492 pence per share as at the Calculation Date. No warrants were exercised at the Amalgamation.

Under the Marwyn Warrant Proposals agreed at meetings of the Marwyn Warrantholders and Existing MVI2 Warrantholders all Marwyn Warrants were cancelled from the Effective Date, 18 April 2008. In consideration for agreeing to such cancellation Marwyn Warrantholders received New Warrants on the following basis:  

for every Marwyn Series Two Warrant cancelled 0.6318 New Warrants; and 

for every Marwyn B Warrant cancelled 0.3571 New Warrants.

In consideration for agreeing to the cancellation of the MVI2 Warrants, MVI2 Warrantholders received New Warrants on the following basis:

for every MVI2 Series One Warrant cancelled 0.3571 New Warrants; and

for every MVI2 Series Two Warrant cancelled 0.1648 New Warrants.

Fractional entitlements to New Warrants arising after calculation of each Warrantholders entitlement under the terms of the Warrant Proposals were disregarded and not issued.

On the basis described above, the Amalgamation resulted in the issue of 23,259,078 New Warrants. As of the Effective Date, the Marwyn Shares, the Existing MVI2 Shares, Marwyn Warrants and the Existing MVI2 Warrants were no longer admitted to trading on AIM and were cancelled.

4. AMALGAMATION EXPENSES

The expenses directly attributable to the amalgamation of Marwyn Value Investors Limited and Marwyn Value Investors II Limited consist of the costs attributable to the issue of shares and warrants associated with the amalgamation are taken to the Share premium and Warrant reserve accounts.

5. ADMISSION TO TRADING ON AIM

Application was 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 Shares to be issued pursuant to the Amalgamation and for all of the New Warrants to be issued as outlined in the Warrant Proposals, to be admitted to trading on AIM. Admission became effective and dealings on AIM for normal settlement in the MVI2 Shares and New Warrants commenced on 18 April 2008.

 

END

 

 

IR KELBLVFBZFBZ