Publication of Circular and Prospectus

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM),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 and Circular relating to the Realisation Share Offer	19 October
Latest time and date for receipt of forms of election (or electronic TTE instructions in respect of depositary interests)	1.00 p.m. on 23 November
Announcement of results of Realisation Share Offer and whether or not the Realisation Shares will be admitted to trading on the SFS based on elections received	28 November
Redesignation of Ordinary Shares as Realisation Shares takes place	Before 8.00 a.m. on 30 November
Admission of the Realisation 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)	8.00 a.m. on 30 November
Delivery of depositary interests representing Realisation Shares into CREST	30 November
Where applicable, definitive share certificates representing Realisation Shares despatched by post	by 9 December

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: [phone]

Liberum Capital Limited

Steve Pearce / Henry Freeman

Telephone: [phone]

PR enquiries:

Alex Child-Villiers / Ed Orlebar

Temple Bar Advisory Limited

Telephone: [phone]

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.

 

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