Distribution Policy Implementation & Notice of EGM

RNS Number : 8951I

Marwyn Value Investors Limited

16 December 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, 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

LEI: 213800L5751QTTVEA774

This Announcement contains inside information.

16 December 2020

MARWYN VALUE INVESTORS LIMITED (the "Company")

IMPLEMENTATION OF DISTRIBUTION POLICY

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

The Company today announces that the board of directors of the Company (the "Board") has conditionally resolved to alter the means by which the Company will satisfy its Ordinary Share Distribution Policy.

Conditional upon the passing of resolution 5 set out below, the Board intends to satisfy the requirements of the policy by distributing at least fifty per cent. of amounts distributed on its Ordinary Shares by way of dividend, with the remainder to be returned by way of share buybacks executed by Marwyn Value Investors LP (the "Master Fund").

Following the adjourned 2020 annual general meeting of the Company on 3 December 2020 (the "AGM"), certain information has come to the attention of the Board which calls into question the outcome of that meeting. It is therefore proposed that the Company holds an extraordinary general meeting (the "EGM") where the resolutions tabled at the AGM be proposed again.

The Company announces that notice of the EGM (the "Notice") is being posted to shareholders shortly. The EGM is to be held at the offices of Axio Capital Solutions Limited, One Waverley Place, Union Street, St Helier, Jersey, JE1 1AX at 10 a.m. on 15 January 2021.

The resolutions contained in the Notice are described below.

Resolution 1 - Approval of annual report and accounts

Resolution 1 proposes the receipt and adoption of the annual report and accounts of the Company for the year ended 31 December 2019, together with the directors' report and auditor's report on those accounts. The annual report and accounts are available on the Company's website ( http://www.marwynvalue.com/company-information/financial-reports ).

Were this resolution not passed, the Company's auditors would seek to understand the reasons for this and would need to re-consider their position as auditors.

Resolutions 2 and 3 - Re-Election of Directors

Following discussions with the Company's largest shareholder, the Board appointed Korn Ferry, the international recruitment consultants, to identify suitable candidates to fill two independent non-executive director positions to enhance the independence of the Board and to identify a suitably qualified and experienced individual to chair the Company's Audit Committee. As a result, the Board and Korn Ferry compiled a list of 22 candidates from which it interviewed eight applicants over the period to July 2020. Following that process, the Board selected Peter Rioda and Victoria Webster as the best candidates and both were appointed to the Board with effect from 10 July 2020. Victoria was also appointed as chair of the Company's Audit Committee.

Resolution 2 proposes the re-election of Peter Rioda as a Director. Resolution 3 proposes the re-election of Victoria Webster as a Director.

A brief biography of each Director seeking re-election is set out below:

Peter is a qualified chartered accountant and independent non-executive director with over 25 years of industry experience who specialises in the establishment and management of alternative investment funds. He successfully established and developed Sanne Group's fund administration business between 2006 and 2016 exiting following its IPO in 2015. He has strong investment, risk management, governance and compliance skills acquired through directorships on a wide range of regulated and unregulated fund structures. He is regulated by the Jersey Financial Services Commission to act as a director. Peter is a leading figure in the Jersey funds industry and committee member of the Jersey Funds Association.

Peter is the independent non-executive chairman of Marwyn General Partner II Limited (the general partner of Marwyn Value Investors II L.P. ("MGP")) and a member of the Company's Nomination, Remuneration and Audit Committees. MGP is not a Marwyn operating company and is regulated by the Jersey Financial Services Commission. It is a special purpose company whose only role is as a general partner to Marwyn Value Investors II LP, the fund into which the Ordinary Shares are ultimately invested. Peter's role as an independent director of MGP provides him with insight on Marwyn's investment process. The Board considers this provides the Board with increased oversight and transparency into the investment structure, enhances the role he plays on the Board and does not impugn his independence as a director of the Company. The Board has determined him to be independent of Marwyn and any shareholders of the Company and therefore independent.

Victoria is a member of the Institute of Chartered Accountants in England and Wales having qualified with PriceWaterhouseCoopers. She has worked in Guernsey, London and New York, specialising particularly in the audit of alternative investment funds. During her time at PriceWaterhouseCoopers, Victoria was not involved in the audit of any Marwyn group company or any associated investment vehicle. Victoria is the managing director of an independent chartered accountancy practice, Cleland & Co., which specialises in owner- managed companies and regulated entities across all sectors. She is a permanent resident of Guernsey.

Victoria is Chair of the Company's Audit Committee and a member of the Nomination and Remuneration Committees. Victoria has no relationship with any Marwyn group entity and has no relationships with any other director, other than her role on the Board. The Board has also determined that she is independent.

Were this resolution not passed, the Board would seek to understand from shareholders the reasons for this and would seek to identify additional suitable candidates to fill the vacant independent non-executive director position(s).  Were both resolutions 2 and 3 not passed, whilst the Board would remain quorate, the Board would be unable to form a quorum of directors independent of Marwyn.

Resolution 4 - Appointment of auditor

Resolution 4 proposes the appointment of Baker Tilly Channel Islands Limited as the Company's auditor in place of PricewaterhouseCoopers LLP, the retiring auditor, and authorises the Board to fix the auditor's remuneration.

Were this resolution not passed, the Board would seek to understand from shareholders the reasons for this and would conduct a further tender process to appoint the Company's next auditor.

Resolution 5 - Purchase of own shares

The Board believes that the purchase of shares by the Master Fund has been a useful source of liquidity for certain shareholders. It has also formed the core part of the Company's Ordinary Share Distribution Policy.

If this resolution is passed, the Board intends to satisfy the requirements of the Company's Ordinary Share Distribution Policy by distributing at least fifty per cent. of amounts distributed on its Ordinary Shares by way of dividend, with the remainder to be returned by way of share buybacks executed by the Master Fund.

The Board is requesting authority from shareholders to make market purchases of its own Ordinary Shares. This authority will only be exercised if the Board considers that it is in the best interests of the Company at the time and would be likely to result in an increase in net asset value per Ordinary Share for the remaining holders of Ordinary Shares. The Company will be able to hold the Ordinary Shares which have been repurchased as treasury shares and re-sell them for cash or cancel them.

Resolution 5 seeks authority from shareholders to renew the authority for the Company to make market purchases of its own Ordinary Shares, limited to the purchase of 10 per cent. of the Company's Ordinary Shares in issue immediately following the passing of this resolution, with such authority to expire at the earlier of the next annual general meeting of the Company and the date which is 18 months after the date on which this resolution is passed. The maximum and minimum prices payable are also specified in the resolution. This authority will only be exercised if the Board considers that it is in the best interests of the Company at the time and would be likely to result in an increase in net asset value per Ordinary Share for the remaining holders of Ordinary Shares. The Company will be able to hold the Ordinary Shares which have been repurchased as treasury shares and re-sell them for cash or cancel them.

Pursuant to the terms associated with the Realisation Shares as described in the prospectus and circular published by the Company on 19 October 2016, the Company is not permitted to use cash in the pool of assets allocated to the Realisation Share class to make market purchases of Realisation Shares. Therefore, although Realisation shareholders are entitled to vote on Resolution 5 under the terms of the Company's articles of association, the authority given pursuant to Resolution 5 may only be used by the Board to make market purchases of Ordinary Shares.

Were this resolution not passed, the Board would seek to review and consult with shareholders on the current Ordinary Share Distribution Policy.

The Notice will also be available on the Company's website at  www.marwynvalue.com/company-information/documents .

Company enquiries:

Scott Danks / Louisa Bonney

Telephone: [phone]

Gillian Martin / Richard Bootle / Owen Matthews

Liberum Capital Limited

Telephone: [phone]

PR enquiries:

Alex Child-Villiers / Will Barker

Temple Bar Advisory Limited

Telephone: [phone]

A copy of this announcement will be available on the Company's website at www.marwynvalue.com /company-information/rns . Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

Robert Ware

Chairman

Marwyn Value Investors Limited

c/o Axio Capital Solutions Limited

One Waverley Place, Union Street, JE1 1AX, Jersey

 

END

 

 

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