Completion of cash offer for BCA Marketplace plc

LEI: 213800L5751QTTVEA774
6 November 2019

MARWYN VALUE INVESTORS LIMITED (the "Company" or "MVIL")

COMPLETION OF CASH OFFER FOR BCA MARKETPLACE PLC ("BCA")

Further to the Company's announcement on 20 June 2019, the Directors welcome the announcement by BCA today, confirming that the scheme for the £1.9 billion all-cash acquisition by TDR Capital LLP is now effective.  

Completion of the acquisition will generate proceeds of approximately £60.2 million attributable to the Company's ordinary shareholders and approximately £5.3 million attributable to the Company's realisation shareholders. Receipt of the sales proceeds is expected by 20 November 2019.

Completion of the all-cash offer represents a 1.6x cash multiple and 14.4% IRR on the Marwyn Funds'¹ investment in BCA.

James Corsellis, Managing Partner of Marwyn Investment Management LLP, said: "We would like to thank Avril and her entire team at BCA for their hard work and commitment in transforming BCA over the last 4 years and delivering such a successful outcome for all shareholders. We are delighted to have worked with Avril and the team from the launch of the initial platform, Haversham Holdings, and look forward to the continued success of the business under TDR's ownership."

Robert Ware, MVIL Chairman, commented: "The sale of BCA to TDR delivers a successful outcome for MVIL and supports the Manager's track record of backing exceptional management teams to execute investment strategies that can generate shareholder value. The Manager continues to assess opportunities to reinvest the resulting capital now available to the Marwyn Funds."

Use of Proceeds

Under the Company's Ordinary Share Distribution Policy, as defined in the Company's announcement on 14 August 2018, when the Marwyn Funds dispose of an asset for a Net Capital Gain and the Company has not already returned to ordinary shareholders an aggregate amount in excess of 50 per cent. of that gain and any previous such gains, such an amount will be distributed to ordinary shareholders. Since the sale of Entertainment One in 2015, the Company has returned over £24 million to ordinary shareholders through a combination of dividends and share purchases under the Company's share buyback scheme. As such, no special dividend is required following this disposal.

Marwyn Asset Management Limited, as manager to the Marwyn Funds (the "Manager"), intends to use the proceeds attributable to the Company's ordinary shareholders to support follow on investments in the current portfolio and to support the launch of new management teams and acquisition companies.

Under the terms of the Company's realisation class, subject to any cash held back for reasonable working capital purposes, any cash generated from the realisation of assets is to be distributed to realisation shareholders (net of any relevant incentive allocation payments). The Company will make a further announcement in due course to inform realisation shareholders of the process by which such capital shall be returned to them in connection with the disposal of the Company's shares in BCA.

¹ The Marwyn Funds comprise the Company, Marwyn Value Investors LP, Marwyn Value Investors II LP and MVI II Co-Invest LP. The total proceeds expected to be received by the Marwyn Funds as a result of the offer, including amounts attributable to external third-party investors, is £85.9 million.

Company enquiries:

Notes to editors:

Marwyn Value Investors Limited is a closed-ended investment company listed on the London Stock Exchange Specialist Fund Segment - a fully regulated market for professional, institutional and sophisticated investors. Current investments through its underlying funds include Zegona Communications plc, Le Chameau Group plc, Safe Harbour Holdings plc and Wilmcote Holdings plc.

For further information see www.marwynvalue.com