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.
11 January 2019
Partial Offer Update
Marwyn Value Investors Limited ("MVI" or the "Company")
Following its announcement on 3 January 2019 in relation to the proposed Partial Offer by way of reverse bookbuild, Marwyn Asset Management Limited as manager of Marwyn Value Investors LP ("Marwyn") today announces an update.
The price range for the Partial Offer has been set at 125p to 135p per Ordinary Share. Marwyn still intends to purchase Ordinary Shares with a value of £5 million ("Partial Offer Consideration") but does reserve the right to increase or reduce the Partial Offer Consideration having determined the total number of shares offered for sale during the reverse bookbuild process.
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 within the above range 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.
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
