Interim Results
Marwyn Value Investors II Ltd
18 September 2007
18 September 2007
Marwyn Value Investors II Limited
Interim Results for the period 1 January 2007 to 30 June 2007
Marwyn Value Investors II Limited (AIM: MVI), the AIM listed company which
allows investors to gain access to the investment strategy pursued by the
Marwyn Neptune Fund, today announces its results for the financial period from
1 January 2007 to 30 June 2007.
Highlights
• Marwyn Value Investors II Limited's net asset value per share increased
by 17.4% from 1 January 2007 to 30 June 2007 to 122.2 pence per share.
• Marwyn Neptune Fund LP's net asset value increased by 17.6% from 1 January
2007 to 30 June 2007 to 179.9 pence per share.
David Williams, Executive Chairman said: 'As a result of the investment in the
Marwyn Neptune Fund LP, Marwyn Value Investors II Limited has achieved 17.4%
growth in net asset value in the six months to 30 June 2007. These results
demonstrate the successful implementation of a strategy of selecting well
managed businesses with the potential for above average growth.'
'Due to the low leverage profile in the underlying companies we have experienced
limited impact from the current turmoil in the credit markets and we continue to
have credit offers at a project and portfolio company level in line with
historic pricing. Allied to this and representative of our equity support, our
portfolio companies raised more third party capital for projects in August than
in any other month since the fund's launch. We remain confident that equity
support will remain for high quality investment opportunities and our portfolio
companies will be able to continue their development as planned.'
Investment Manager's Report
Our investment strategy is to identify, support, invest in and work alongside
experienced operational managers with strong, demonstrable track records for
building and managing small and mid-cap UK, European and North American
businesses (under £1bn) with the aim of combining private equity and public
market best practice and disciplines to deliver investment returns.
We overlay our requirements for minimum levels of operating profitability and
cash generation, on top of this central theme of strong management and have a
preference for sectors undergoing structural, technical or regulatory change;
this includes conventional regulated industries, such as environmental services,
water and utilities, financial services and insurance, to those sectors
undergoing specific structural and/or technical change including the leisure,
gaming and food and beverages.
We believe that an environment of change within an industry creates real
opportunities for management with the right aptitude and experience to create
significant investment returns as the remainder of the market continues to
overlook the opportunities.
Notable investments during this period include Concateno Plc (AIM: COT) a
drug and alcohol testing business; Entertainment One Limited (AIM: EON) a
leading international independent entertainment business and Inspicio Plc
(AIM: INP) a global testing and inspection business which, among other
things, operates oil, minerals, food and soil testing laboratories
internationally.
We maintain a very positive outlook for the year to come with a strong pipeline
of follow on investment opportunities within the existing companies as well as
excellent management teams to lead the launch of new strategies.
- Ends -
For further information, please call:
Finsbury 020 7251 3801
Don Hunter / Peter Russell
Collims Stewart
Seema Paterson / Stewart Wallace 020 7523 8350
Operational Review
Marwyn Value Investors II Limited (the 'Company') was floated on the AIM market
of the London Stock Exchange on 6 October 2006, raising £33,000,000 from the
issue of 33,000,000 shares and 16,500,000 series one warrants and 16,500,000
series two warrants. The Company was principally established to provide a listed
entity for investors to gain exposure to the investment strategy being pursued
by the Marwyn Neptune Fund LP (the 'Master Fund'), details of which are set out
below under Investment Approach, Objective and Strategy.
The investment objective of the Company is to achieve maximum total returns,
primarily through the capital appreciation of its investment in the Master Fund.
The net asset value per share of the Company increased by 17.4% during the six
month period to 30 June 2007 reflecting the strong performance of the Master
Fund.
The 6.7% increase in the share price of the Company during the period did not
therefore fully reflect the performance of the Company. As at 30 June 2007 the
share price was at a 10.1% discount to the net asset value per share.
Share price and net asset value per share
-----------------------------------------
Date Share NAV per
Price Share
GBp GBp
--------------------------------------------
31 December 2006 104.0 104.2
31 January 2007 104.0 108.0
28 February 2007 110.5 112.0
31 March 2007 110.5 117.8
30 April 2007 110.5 125.0
31 May 2007 110.5 125.0
--------------------------------------------
30 June 2007 111.0 122.2
--------------------------------------------
Comparative performance
Jan 07 Feb 07 Mar 07 Apr 07 May 07 Jun 07 Total
----------------------------------------------------------
Marwyn Value Investors II
NAV
month-on-month 3.8% 3.7% 5.2% 6.2% 0.0% -2.3%
cumulative 3.8% 7.6% 13.2% 20.1% 20.1% 17.4% 17.4%
FTSE All Share
index
month-on-month -0.3% -0.4% 2.7% 2.2% 2.5% -1.0%
cumulative -0.3% -0.7% 1.9% 4.2% 6.7% 5.7% 5.7%
AIM All Share
month-on-month 2.3% 2.2% 3.9% 3.0% 2.7% 0.3%
cumulative 2.3% 4.6% 8.7% 12.0% 15.0% 15.3% 15.3%
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MARWYN VALUE INVESTORS II LIMITED
INCOME STATEMENT
FOR THE PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007
Note Revenue Capital Total
£ £ £
INCOME 1
Bank interest 23,197 - 23,197
Gains on investments held at fair
value through profit or loss - 8,865,396 8,865,396
23,197 8,865,396 8,888,593
EXPENSES 1
Directors' fees 24,699 - 24,699
Administration fees 16,689 - 16,689
Audit fees 4,000 - 4,000
Insurance 11,036 - 11,036
Formation expenses 8,800 - 8,800
Regulatory expenses 7,445 - 7,445
Registrars fees 6,793 - 6,793
Exempt fee 2 1,200 - 1,200
Printing & Stationery 6,445 - 6,445
Other expenses 3,839 - 3,839
90,946 - 90,946
PROFIT FOR THE PERIOD (67,749) 8,865,396 8,797,647
Return per Ordinary Share -
basic and diluted (pence
per share) 4 (0.21) 26.86 26.66
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.
MARWYN VALUE INVESTORS II LIMITED
BALANCE SHEET
30 JUNE 2007
Note
NON CURRENT ASSETS
Unquoted investments held at fair value
through profit or loss 3 40,025,396
CURRENT ASSETS
Prepayments and accrued interest 7,964
Cash and cash equivalents 297,532
-------
305,496
-------
----------
TOTAL ASSETS 40,330,892
----------
CURRENT LIABILITIES
Accruals 18,383
NET ASSETS £ 40,312,509
EQUITY
Called up share capital 8 3,300,000
Share premium 9 -
Series One Warrant reserve 1,015,866
Series Two Warrant reserve 852,017
Special distributable reserve 9 26,346,979
Capital reserve 8,865,396
Revenue reserve (67,749)
----------
TOTAL EQUITY £ 40,312,509
----------
Net asset value per Ordinary share - basic and
diluted (pence per share) 5 122.16
APPROVED BY THE BOARD OF DIRECTORS
I G Clarke D J Warr
Director Director
14th September 2007
MARWYN VALUE INVESTORS II LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007
Special Series Two
Called up distributable Series One Warrant Revenue
capital Share premium reserve Warrant reserve reserve Capital reserve 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 -
Reserves (26,346,979) 26,346,979 -
-----------------------------------------------------------------------------------------------------------------------
3,300,000 - 26,346,979 1,015,866 852,017 8,865,396 (67,749) 40,312,509
-----------------------------------------------------------------------------------------------------------------------
MARWYN VALUE INVESTORS II LIMITED
CASH FLOW STATEMENT
FOR THE PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007
Notes
Net cash outflow from operating activites 6 (57,330)
Net cash outflow from investing activities (31,160,000)
------------
Net cash outflow before financing (31,217,330)
------------
Net cash inflow from financing activities 31,514,862
------------
Increase in cash and cash equivalents £ 297,532
------------
MARWYN VALUE INVESTORS II LIMITED
NOTES TO THE INTERIM FINANCIAL STATEMENTS
30 JUNE 2007
1. ACCOUNTING POLICIES
The financial statements have been prepared in accordance with IFRS, which
comprise standards and interprerations approved by the IASB and IAS and Standing
Interpretations approved by the IASC that remain in effect, together with the
applicable legal and regulatory requirements of The Companies (Guernsey) Law,
1994 and the AIM rules published by the London Stock Exchange.
(a) CONVENTION
The financial statements have been prepared under the historical cost
convention, except where stated in (c) below, modified to include the
revaluation of financial assets and financial liabilities held at fair value
through the profit or loss.
The preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and the reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basisof making
judgements about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in the period of
revision and future periods if the revision affects both current and future
periods.
The Company has not made early adoption of the provisions of IFRS 7: 'Financial
Instruments: Disclosures' which will enhance certain requirements of IAS 32 and
IAS 39 for the period commencing on 1 July 2007. The Directors anticipate that
the adoption of this Standard in future periods will have no material impact on
these financial statements except for additional disclosures.
(b) INCOME
Interest receivable on cash deposits is accounted for on an accruals basis.
(c) UNQUOTED INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS
Unquoted investments are stated at fair value as determined by the Directors
using appropriate valuation techniques. Changes in the fair value of investments
held at fair value through the profit or loss are recognised in the Income
Statement. On disposal realised gains and losses are also recognised in the
Income Statement. Unrealised gain and losses on the disposal of investments are
taken to the capital reserve - unrealised.
The Company recognises unquoted investments held at fair value through profit
and loss on the date it commits to purchase the instruments.
Derecognition of investments occurs when the rights to receive cash flows from
the investments expire or are transferred and substantially all the risks and
rewards of ownership have been transferred.
The Company's interest in the Master Fund will be valued by the Directors on the
basis of the net asset value of the Master Fund as provided by the Master Fund
Administrator. The net asset value of the Master Fund, Marwyn Neptune Fund L.P.,
will be determined by the Master Fund Administrator by deducting the fair value
of the liabilities of the Master Fund from the fair value of the Master Fund's
assets.
(d) EXPENDITURE
All expenses are accounted for on an accruals basis and are charged through the
Income Statement.
The Manager will not receive a management or performance fee from the Company in
respect of funds invested by the company in the Master Fund. The Manager will be
entitled to fees and expenses from the Master Fund.
The Company will pay brokers' commissions (if any) and any issue or transfer
taxes chargeable in connection with its investments transactions. Transaction
costs incurred on the acquisition or disposal of an investment are charged to
capital through the Income Statement in the period in which they are incurred.
MARWYN VALUE INVESTORS II LIMITED
NOTES TO THE INTERIM FINANCIAL STATEMENTS
30 JUNE 2007
1. ACCOUNTING POLICIES (continued)
(e) CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise bank balances and cash held by the Company
including short-term bank deposits with an original maturity of three months or
less. The carrying value of these assets approximates to their fair value.
(f) SHARE AND WARRANT COSTS
The preliminary expenses of the Company directly attributable to the equity
transaction, and costs associated with the establishment of the Company that
would otherwise have been avoided, were taken to the Share Premium and Warrant
Reserve accounts.
(g) FUNCTIONAL AND PRESENTATION CURRENCY
Items included in the financial statements of the Company are measured using the
currency of the primary economic environment in which the entity operates (the
functional currency). The financial statements are presented in Pounds Sterling,
which is the Company's functional and presentation currency.
(h) LIABILITIES
Financial liabilities are recognised when the Company becomes a party to the
contractual agreements of the instrument.
Financial liabilities are derecognised from the balance sheet only when the
obligations are extinguished either through discharge, cancellation or
expiration.
(i) EQUITY
Called up share capital is determined using the nominal value of shares that
have been issued.
Special distributable reserve is a reserve to allow, amongst other things, the
buy-back and cancellation of up to 14.99% of ordinary shares.
Capital reserve comprises gains and losses due to the revaluation of unquoted
investments held at fair value through profit or loss. Revenue reserve includes
all current and prior period results of operations as disclosed in the income
statement.
(j) SEGMENT REPORTING
The Directors are of the opinion that the Company is engaged in a single
geographic and economic business segment. The Company holds on investment in a
Cayman Island Fund.
(k) PRESENTATION OF INFORMATION
In order to better reflect the activities of an investment company and in
accordance with the guidance issued by the Association of Investment Companies
('AIC'), supplementary information which analyses the Income Statement between
items of a revenue and capital nature has been presented alongside the Income
Statement.
These are the inaugural financial statements for the Company and therefore there
are no comparative figures available.
2. TAXATION
The company has been granted exempt status under the Income Tax (Exempt Bodies)
(Guernsey) Ordinance 1989, and is therefore subject to the payment of an annual
fee which is currently £600.
MARWYN VALUE INVESTORS II LIMITED
NOTES TO THE INTERIM FINANCIAL STATEMENTS
30 JUNE 2007 (continued)
3. UNQUOTED INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
At cost
Marwyn Neptune Fund L.P.
Class A GBP - at cost 31,160,000
Unrealised gain 8,865,396
------------
At fair value £ 40,025,396
------------
The Company's investment in Class A of the Marwyn Neptune Fund LP ('Master
Fund') represents 51.5% of the Class A net assets and 42.8% of the Master Fund.
4. EARNINGS PER SHARE
The calculation of basic earnings per share is based on the net revenue deficit,
and net capital gain, on ordinary activities for the period and on 33,000,000
Ordinary Shares in issue throughout the period.
As at 30 June 2007 the price of the Ordinary Shares was 111p and at no point
during the period did the share price reach the exercise price of the Series One
Warrants (115p) or the Series Two Warrants (130p). As the average price of the
Ordinary Shares during the period was less than the exercise price of both
classes of warrants there was no dilution in the Earnings per Ordinary Share.
5. NET ASSET VALUE
The calculation of net asset value is based on the net assets of £40,312,509 and
on the ordinary shares in issue of 33,000,000 at the balance sheet date.
As the price of the Ordinary Shares (111p) was below the exercise price of the
Series One Warrants (115p) and the Series Two Warrants (130p) there was no
dilution in the net asset value per ordinary share.
6. RECONCILIATION OF NET PROFIT FOR THE PERIOD TO NET CASH OUTFLOW FROM
OPERATING ACTIVITIES
Net profit for the period 8,797,647
Gains on investments held at fair
value through profit or loss (8,865,396)
Decrease/(increase) in Debtors (7,964)
Increase/(decrease) in creditors 18,383
---------
Net cash outflow from operating activities £ (57,330)
---------
7. WARRANTS
At the placing on 6 October 2006, for each Ordinary Share the subscriber also
received one half Series One Warrant and one half Series Two Warrant.
Exercise End of
price subscription
pence period Allotted
Series One Warrants 115 05 October 2008 16,500,000
Series Two Warrants 130 05 October 2009 16,500,000
MARWYN VALUE INVESTORS II LIMITED
NOTES TO THE INTERIM FINANCIAL STATEMENTS
30 JUNE 2007 (continued)
7. WARRANTS (continued)
ACCELERATED CALL FEATURE
If the mid-market closing price on AIM as shown by Bloomberg shall be 130 pence
or more in the case of the Series One Warrants or 150 pence or more in the case
of the Series Two Warrants for any 20 or more trading days out of a period of 30
consecutive trading days, the Company shall become entitled at the close of AIM
on the 30th consecutive trading day to give notice to the relevant holders of
Series One Warrants or Series Two Warrants as applicable.
Warrants or Series Two Warrants as appropriate as exercised at the relevant
subscription price on the date falling 21 days from the date of the notice.
on exercise of the Warrants, the Company will sell any shares that would have
been issued on exercise and (after deducting the costs of exercise), remit the
proceeds to the holder and after this time all rights under those Warrants will
cease.
For full details of the rights of the Warrants, please see the Admission
Document or contact the Administrator.
8. CALLED UP SHARE CAPITAL
Authorised
200,000,000 ordinary shares of £0.10 each £ 20,000,000
Allotted and fully paid
33,000,000 ordinary shares of £0.10 each £ 3,300,000
9. SHARE PREMIUM ACCOUNT
Premium on new share issues 27,733,798
Share and warrant issue costs (1,386,819)
Transfer to special distributable reserve (26,346,979)
Balance at 30 June 2007 £ -
A special distributable reserve was created when, as stated in the Admission
Document, the company cancelled all of its share premium account (as approved in
the Royal Court of Guernsey on 26 January 2007), transferring it to a
distributable reserve to allow, amongst other things, the buy-back and
cancellation of up to 14.99% of the Ordinary Shares.
10. WARRANT RESERVES
The proceed from the issue of the placing were split between the Ordinary Shares
(share capital and share premium account), the Series One Warrant reserve and
the Series Two Warrant reserve based on the weighted average value of the
Ordinary Shares and Warrants in issue at the close of business on the first day
of trading. The weighted average value was calculated using the mid prices of
the Ordinary Shares and Warrants as quoted on AIM.
11. RISK PROFILE OF FINANCIAL ASSETS AND LIABILITIES
The main risks arising from the Company's financial instruments are market price
risk, interest rate risk and liquidity risk.
Market price risk
The Company's exposure to market price risk consists mainly of movements in the
value of the investment in the Master Fund. The Company's investment portfolio
complies with the investment parameters as disclosed in the Admission Document.
The Board manages the market price risk inherent in the investment portfolio by
ensuring full and timely access to relevant information from the Investment
Manager. The Board meets regularly and at each meeting it reviews investment
performance.
A 10% increase/decrease in the market price of the Master Fund would result in a
9.9% increase/decrease in the basic NAV per ordinary share as at the Balance
Sheet date.
MARWYN VALUE INVESTORS II LIMITED
NOTES TO THE INTERIM FINANCIAL STATEMENTS
30 JUNE 2007 (continued)
11. RISK PROFILE OF FINANCIAL ASSETS AND LIABILITIES (continued)
Interest rate risk
The Company finances its operations through a mixture of shareholders' capital
and retained returns. With the exception of cash at bank, which receives
interest at a floating rate, all assets and liabilities of the Company are
non-interest bearing. No further interest rate risk disclosure has been provided
as all material amounts, with the excetion of cash at bank, are non-interest
bearing.
Liquidity risk
The Company's investment in the Master Fund is relatively illiquid as it invests
a significant part of its assets in such investments. The Master Fund and/or
Company may not be able to readily dispose of such illiquid investments and, in
some cases, may be contractually prohibited from disposing of such investments
for a specified period of time.
12. MATERIAL CONTRACTS
Manager
The Manager does not receive a management or performance fee from the Company in
respect of funds invested by the Company in the Master Fund.
Investment Manager
The Investment Manager does not receive a management or performance fee from the
Company or Manager in respect of funds invested by the Company in the Master
Fund.
Collins Stewart Europe Limited ('Collins Stewart')
Under an engagment letter dated 13 September 2006 from Collins Stewart to the
Company, Collins Stewart has agreed to act as nominated adviser and broker to
the Company for the purposes of the AIM Rules for no fee. The appointment may be
terminated at any time be either party immediately on written notice being
received and the letter contains certain indemnities given by the Company in
favour of Collins Stewart.
Directors
David Williams and Robert Ware will not receive a fee and both David Warr and
Ian Clarke will receive a fee of £15,000 per annum for their role as director.
All Directors are entitled to receive reimbursement for all travel and other
costs incurred as a direct result of carrying out their duties as Directors.
Administrator
The Administrator performs the necessary secretarial and administrative services
for the Company under the Administration Agreement.
The Administrator is paid an annual fee of £20,000. The Administrator is also
entitled to reimbursement of certain expenses incurred by it in connection with
its duties.
13. RELATED PARTIES
During the period fees of £16,689 were payable to the Administrator, Fortis Fund
Services (Guernsey) Limited, with £5,000 outstanding at the period end. Ian
Clarke is a Director of both the Company and the Administrator.
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