THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES (OR TO ANY US PERSON), CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, any member state of the EUROPEAN ECONOMIC AREA (other than the United Kingdom) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION (EACH, A "RESTRICTED JURISDICTION").
THIS ANNOUNCEMENT IS DIRECTED ONLY AT (i) persons who are outside the United Kingdom save for those in a Restricted Jurisdiction unless otherwise agreed with Marwyn Asset Management Limited and Liberum Capital Limited or (ii) persons within the United Kingdom who have (a) professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
3 January 2019
Partial Offer by Marwyn Value Investors LP for Ordinary Shares in
Marwyn Value Investors Limited ("MVI" or the "Company")
Marwyn Asset Management Limited as manager of Marwyn Value Investors LP ("Marwyn") announces the terms upon which Marwyn is making a partial offer to Qualifying Holders (as defined below) of ordinary shares in MVI ("Ordinary Shares") to acquire Ordinary Shares for cash by way of a reverse bookbuild process as set out below. Marwyn intends to acquire Ordinary Shares for cash at a price which amounts to a value of £5 million ("Partial Offer Consideration").
The Partial Offer
Under the procedures of the reverse bookbuild, holders of Ordinary Shares who are relevant persons not resident or located in a Restricted Jurisdiction or are otherwise determined to be qualifying by Liberum Capital Limited ("Liberum") and Marwyn ("Qualifying Holders") may offer to sell some or all of their Ordinary Shares to Marwyn.
Qualifying Holders should contact Liberum to make their offers in the reverse bookbuild prior to 11 a.m. on 15 January 2019 (or such later date and time as Marwyn may have notified by prior announcement) (the "Closing Time")(the period from this announcement to the Closing Time being the "Auction Offer Period")
At the end of the Auction Offer Period, Marwyn will select the lowest clearing price submitted during the Auction Offer Period (the "Partial Offer Price") that will allow it to buy such number of Ordinary Shares as is equal to the Partial Offer Consideration. Marwyn reserves the right to increase or reduce the Partial Offer Consideration having determined the total number of shares and prices offered for sale during the reverse bookbuild process.
All Ordinary Shares accepted in the partial offer described above (the "Partial Offer") will be purchased at the Partial Offer Price. If the number of Ordinary Shares tendered is greater than the number sought by Marwyn, purchases will be made on a pro rata basis from Ordinary Shareholders tendering at or below the Partial Offer Price.
Ordinary Shareholders may offer to sell some or all of their Ordinary Shares in the Partial Offer, or may choose not to tender to sell any.
Offers from Ordinary Shareholders made during the Auction Offer Period will be scaled back by Liberum and Marwyn following the Closing Time to ensure that the total consideration payable by Marwyn for the Ordinary Shares purchased by Marwyn does not exceed the Partial Offer Consideration.
Liberum has been appointed to manage the reverse bookbuild process and Shareholders wishing to make offers to have their Ordinary Shares bought in the Partial Offer should contact Andrew Davies or Jack Kershaw on 0203 100 2269.
Background to and reasons for the Partial Offer
As at 28 December 2018, the estimated NAV per Ordinary Share was £1.92212. The share price has traded at a discount to the NAV for some time, and this discount has recently widened to c.40% of the NAV per share. The main aim of the Partial Offer is to close the discount to NAV.
Following the instructions of Marwyn Asset Management Limited, Marwyn's general partner, Marwyn General Partner Limited, acting in its capacity as general partner of Marwyn has decided to make the Partial Offer.
Information relating to Marwyn
Marwyn is a Cayman Islands limited partnership registered as a regulated mutual fund with the Cayman Islands Monetary Authority. Marwyn was established on 23 November 2005 to operate as a private investment partnership. Marwyn is managed by Marwyn Asset Management Limited, which receives investment advice from Marwyn Investment Management LLP.
Marwyn's strategy is to identify, support, invest in and work alongside experienced operational management teams in mid-cap businesses headquartered in the UK, Europe or North America, often with global operations.
Marwyn's approach brings private equity-style investment principles to bear in primarily public equity environments. Marwyn acquires equity stakes typically as a cornerstone investor and draws upon capital from a high calibre universe of co-investors which augments purchasing power when pursuing acquisitions and provides an independent validation of Marwyn's investment thesis.
Risk Factors
The Partial Offer Price depends on the level and prices of offers received from Ordinary Shareholders. However, in future it is possible that the market price of the Ordinary Shares may increase above or decrease below the Partial Offer Price or that market conditions could change.
Qualifying Holders should seek independent professional advice before making offers in the Partial Offer and should consider these factors when making any decision as to whether to participate in the Partial Offer.
Overseas Ordinary Shareholders
The Partial Offer is not being made, and will not be made, directly or indirectly, in or into, the Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA (other than the United Kingdom) or any other Restricted Jurisdiction. Accordingly, except as required by applicable law, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA (other than the United Kingdom) or any other Restricted Jurisdiction.
The availability of the Partial Offer to Ordinary Shareholders who are not resident in the United Kingdom may be affected by the laws of the jurisdictions in which they are respectively resident. Ordinary Shareholders who are not resident in the United Kingdom should inform themselves about, and observe any, applicable requirements. If you remain in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.
Notice to US Persons
Not for distribution or release, directly or indirectly, in or into the United States or to any US Person (as defined under Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")). These materials do 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 (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States.
MVI share repurchase programme
Marwyn operates a share repurchase programme managed by Liberum. The share repurchase programme has been suspended until the results of the Partial Offer have been announced, which is currently expected to take place on 15 January 2019.
The amount returned to Ordinary Shareholder as a result of the purchase of Ordinary Shares pursuant to the Tender Offer will not impact MVI's Minimum Annual Distribution.
Taxation
The disposal of Ordinary Shares pursuant to the Partial Offer will constitute a disposal or part disposal for the purposes of United Kingdom taxation on capital gains and may give rise to a liability to taxation. The tax treatment of Ordinary Shareholders will depend on the individual circumstances of Ordinary Shareholders and may be subject to change. Any Qualifying Holder which is in any doubt as to its tax position should consult its professional advisers.
Other terms of the Partial Offer
Governing law and conditions
The Partial Offer is governed by English law and is subject to the jurisdiction of the courts of England.
Marwyn reserves the right to waive the conditions set out below, in whole or in part, and to extend the time for the satisfaction or fulfilment of the conditions.
Auction Offer Period
Marwyn reserves the right (but will not be obliged) to extend the Partial Offer after the Closing Time and, in such event, will make an announcement only through a Regulatory Information Service of such extension. If the Closing Time is extended, a reference in this to the Closing Time of the Partial Offer will (except where the context requires otherwise) be deemed to refer to the expiry date of the Partial Offer as so extended.
Marwyn shall announce the result of the Partial Offer as soon as practicable following its closure or expiry through a Regulatory Information Service.
Rights of withdrawal
Offers under the Partial Offer are irrevocable.
This announcement contains inside information.
Contact details:
Liberum
Andrew Davies 0203 100 2269
Jack Kershaw
The contents of this announcement have been prepared by and are the sole responsibility of Marwyn Asset Management Limited.
None of Marwyn Asset Management Limited, Marwyn General Partner Limited, Marwyn Value Investors LP, Liberum Capital Limited or any of their respective 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 other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
By participating in the Partial Offer, each person who is invited to and who chooses to participate in the Partial Offer by making an oral and legally binding offer to sell Ordinary Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and selling Ordinary Shares on the terms and conditions contained in this Announcement.
Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Marwyn in connection with the Partial Offer and no-one else and will not be responsible to anyone other than Marwyn for providing the protections afforded to clients of Liberum Capital Limited nor for providing advice in relation to the Partial Offer or any other matter referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum Capital Limited or by any of its agents, directors, officers and employees, respectively, as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Partial Offer. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Scott Danks
Marwyn Asset Management Limited
One Waverley Place
St Helier
Jersey, JE1 1AX
Channel Islands
