Accelerated Bookbuild

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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EEA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

Neither this Announcement nor any part of it constitutes an offer or invitation to underwrite, an offer to sell or issue or the solicitation of an offer to subscribe for or acquire any new ordinary shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan, any member state of the EEA or any jurisdiction in which such publication or distribution would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (as amended), under the securities legislation of any state of the United States or under the applicable securities laws of Australia, Canada, South Africa, Japan or any member state of the EEA.

This Announcement contains inside information.

LEI: 213800L5751QTTVEA774

22 May 2020

Marwyn Value Investors Limited (the "Company")

Accelerated Bookbuild

The Company today announces that Marwyn Asset Management Limited, the Company's investment manager, has entered into an investment agreement with the Company pursuant to which it seeks to, amongst other matters, deliver immediate liquidity to Eligible Shareholders and significantly increase the equity alignment of Marwyn with Ordinary Shareholders.

Background to the Accelerated Bookbuild

The Company has been considering for some time a range of proposals that have the potential to improve long-term trading liquidity in the Company's Ordinary Shares at a price that is more representative of the long-term value of the Company's portfolio on a look-through basis.

The Company proposes that liquidity and equity alignment are delivered by a Marwyn Carry Partnership offering to acquire 9,739,311 Ordinary Shares from Eligible Shareholders.

If completed, the transaction will result in the partners of Marwyn, amongst others, significantly increasing their (indirect) holdings of Ordinary Shares and, through that, increasing their equity alignment with Ordinary Shareholders.

The transaction will be consummated by way of an accelerated bookbuild conducted by Liberum Capital Limited ("Liberum"), the Company's broker, whereby Liberum, on behalf of MLTI LP (a Marwyn Carry Partnership), will invite Eligible Shareholders to tender Ordinary Shares for purchase by MLTI LP on the terms and subject to the conditions set out in this Announcement (the "Accelerated Bookbuild").

The Accelerated Bookbuild will be offered at 80 pence per Ordinary Share (the "Offer Price"), representing a discount of 47.4 per cent. to the estimated prevailing NAV per Ordinary Share on 21 May 2020, the latest practicable date prior to the release of this Announcement, and a premium of 3.9 per cent. to the closing share price on 21 May 2020.

To the extent that Eligible Shareholders offer to sell more Ordinary Shares than are being offered to be purchased in the Accelerated Bookbuild, the offer to each Eligible Shareholder will be scaled down pro rata to the proportion that the relevant Eligible Shareholder's holding of Ordinary Shares represents of all shares offered for sale.

In addition to the Accelerated Bookbuild, Robert Ware, the Company's chairman, is considering the simultaneous acquisition of 200,174 Ordinary Shares at a price of 80 pence per Ordinary Share alongside the Accelerated Bookbuild.

Completion of the Accelerated Bookbuild (including, if applicable, the Chairman's acquisition) and the other transactions described in this Announcement are expected to have the following benefits. They are expected to:

·    return capital to Eligible Shareholders seeking to realise, in whole or in part, their investment in the Company;

·    enhance the alignment of interests between Marwyn and Ordinary Shareholders by the Carried Interest Recipients increasing their beneficial shareholdings of Ordinary Shares in the Company;

·    narrow the discount to the prevailing NAV per Ordinary Share at which the Ordinary Shares are currently trading in the secondary market;

·    reduce, in part, the perceived excess supply of Ordinary Shares; and

·    reset Marwyn's future carried interest entitlement, including, in particular, introducing a new 7.5 per cent. preferred return.

Funding for the Accelerated Bookbuild

Sale and Purchase of Carried Interest Entitlement

As at the close of business on 21 May 2020, the latest practicable date prior to the release of this Announcement, the Marwyn Carry Partnerships had an accrued but unpaid Ordinary Share Carried Interest Entitlement of £19,111,102 in MVI LP. The Ordinary Share Carried Interest Entitlement is accrued as a liability in the accounts of MVI LP and is therefore calculated in the Company's NAV calculation.

The Accelerated Bookbuild will be funded through the sale of the Marwyn Carry Partnerships' Ordinary Share Carried Interest Entitlement in MVI LP to the Company. This will have the effect of crystallising the Ordinary Share Carried Interest Entitlement as at the close of business on 21 May 2020 and accelerating its payment (to the extent amounts are payable) to the Marwyn Carry Partnerships.

The consideration to be paid by the Company for the acquisition of the Ordinary Share Carried Interest Entitlement will be £19,111,102 (the "Consideration"), being the value of the accrued but unpaid Ordinary Share Carried Interest Entitlement in MVI LP determined by MAML in the same way as it is currently calculated in the Company's NAV calculation.   

Of the Ordinary Share Carried Interest Entitlement, approximately £6.0 million is already beneficially owned by MVI LP through its ownership of Marwyn RP Limited (the entity which was set up to acquire the incentive allocation owed to former partners and employees of Marwyn) and so, of the Consideration, a net amount of approximately £13.1 million is payable.

Redemption and Issue of MVI Partnership Interests

The Consideration for the purchase of the Ordinary Share Carried Interest Entitlement will be funded by a partial redemption of the Partnership Interests in MVI LP held by the Company in an amount equal to the Consideration (the "Redemption").  

The Redemption will have the effect of reducing Marwyn's assets under management and will reduce the quantum of management fees payable to MAML under its management agreement with MVI LP.

Following completion of the sale and purchase of the Ordinary Share Carried Interest Entitlement, the Company will contribute the Ordinary Share Carried Interest Entitlement to MVI LP in consideration for the issue of Partnership Interests in MVI LP in an amount equal to the Consideration (the "Contribution"). Following completion of the Contribution, MVI LP will own the Ordinary Share Carried Interest Entitlement and therefore the liability of MVI LP in respect of the Ordinary Share Carried Interest Entitlement will be extinguished.

As the Company's purchase of the Ordinary Share Carried Interest Entitlement will be funded by the Redemption, it will have no impact on the Company's NAV per Ordinary Share other than in respect of the aggregate costs arising in relation to the acquisition of the Ordinary Share Carried Interest Entitlement and the other transactions described in this Announcement, which are anticipated to be approximately £200,000.  

Simultaneously with the completion of the Redemption and Contribution, the Company and MVI LP have agreed to merge the Class F Interests and the Class G Interests.

Future Carried Interest Entitlement

The sale of the Ordinary Share Carried Interest Entitlement to the Company by the Marwyn Carry Partnerships pursuant to the Investment Agreement will result in significant costs to the Carried Interest Recipients, including a material payment of tax and other liabilities (for example to former partners and employees of Marwyn) which will fall due immediately.

In order to ensure that Marwyn remains aligned with Ordinary Shareholders, the Company and MAML have conditionally agreed to reset the future carried interest entitlement which would otherwise accrue after 21 May 2020 (the "Future Carry Entitlement") so that it will be calculated as follows: 

Marwyn will be entitled to an incentive allocation (often referred to as "carry") based on the amount of value returned by MVI LP to Ordinary Shareholders. For this purpose, "returns" include any distribution, dividend or return of capital by MVI LP to Ordinary Shareholders, either through the Company directly, or through purchases of Ordinary Shares or Realisation Shares (which are, following such an acquisition, cancelled) by the Company or MVI LP. After delivering to Ordinary Shareholders a reference amount of £90,289,249 (the "Reference Amount"), being the Company's estimated Ordinary Share NAV as at close of business on 21 May 2020 (the "Reference Date"), returns will be divided 80/20 between Ordinary Shareholders and Marwyn, subject to Ordinary Shareholders receiving a preferred return. The preferred return will be equal to 7.5 per cent. per annum on the daily amount of the Reference Amount outstanding from time to time from the Reference Date.  

Under the Future Carry Entitlement, Ordinary Shareholders will first receive the Reference Amount and thereafter Marwyn will be entitled to a 20/80 split of the amounts returned by MVI LP to Ordinary Shareholders (including any distribution, dividend, return of capital or on a share cancellation as described below) subject to a new preferred return requiring Ordinary Shareholders to first receive (in aggregate) a preferred return of 7.5 per cent. per annum calculated on the daily amount of the Reference Amount outstanding from time to time from the Reference Date.  

Ordinary Shares acquired by MVI LP which are not held as an investment and are cancelled in accordance with the Company's Exchange Procedure will deliver a return of the price paid to the selling Ordinary Shareholders and a return to ongoing Ordinary Shareholders of an amount equal to the amount of the aggregate discount to the prevailing NAV per Ordinary Share of the cancelled shares to their purchase price. Ordinary Shares acquired by MVI LP which are held as an investment and are subsequently cancelled in accordance with the Company's Exchange Procedure will deliver a return of the price paid to the selling Ordinary Shareholders and a return to ongoing Ordinary Shareholders of an amount equal to the amount of the aggregate discount to the prevailing NAV per Ordinary Share of the cancelled shares to the market price per Ordinary Share on the date the decision to cancel is made. Those returns will be included as returns in the calculation of the incentive allocation.

Accelerated Bookbuild

Pursuant to the Investment Agreement, MLTI LP has conditionally undertaken to reinvest £7.8 million (the "Net Cash Amount") in the Accelerated Bookbuild (including costs). The Net Cash Amount represents the Consideration payable by the Company for the purchase of the Ordinary Share Carried Interest Entitlement (excluding the amount of the Ordinary Share Carried Interest Entitlement allocable to Robert Ware, who will be paid such proceeds, approximately £220,000, in full) after deduction of certain costs, including taxation and other accrued liabilities, of the other Carried Interest Recipients.

If the Chairman decides to acquire Ordinary Shares alongside the Accelerated Bookbuild, Robert Ware will invest his share of the Ordinary Share Carried Interest Entitlement (after deduction of tax) in the Company's Ordinary Shares.

On-market purchases of Ordinary Shares will be made pursuant to the Accelerated Bookbuild at the Offer Price, representing a discount of 47.4 per cent. to the estimated prevailing NAV per Ordinary Share on 21 May 2020, the latest practicable date prior to the release of this Announcement, and a premium of 3.9 per cent. to the closing share price on 21 May 2020.  

The Accelerated Bookbuild will only be available to Eligible Shareholders.

If there is not sufficient demand for at least ninety per cent. of the £7.8 million of the Accelerated Bookbuild (being £7,012,304), the Accelerated Bookbuild will not complete and be cancelled and none of the other transactions described in this Announcement will complete.

The Ordinary Shares to be acquired by MLTI LP pursuant to the Accelerated Bookbuild and any Ordinary Shares acquired by the Chairman personally (which may be through a SIPP) will be subject to a lock-up for the period up to the date of the next Realisation Share offer, subject to typical carve outs, including an offer for all of the issued share capital of the Company or on the death or incapacity of a Carried Interest Recipient. The next Realisation Share offer is expected to take place in November 2021.

Under the terms of the Accelerated Bookbuild, MLTI LP conditionally offers to acquire Ordinary Shares on-market at the Offer Price.

Completion of the Accelerated Bookbuild and the other transactions contemplated in this Announcement are conditional on, inter alia, Liberum, on behalf of MLTI LP, procuring Eligible Shareholders to tender Ordinary Shares for purchase by MLTI LP at the Offer Price for an aggregate consideration of at least £7,012,304.

The Accelerated Bookbuild will be launched immediately following this Announcement. The Accelerated Bookbuild is expected to close at 4.30p.m. on Tuesday 26 May 2020, although may be closed earlier or later at the sole discretion of MLTI LP and Liberum or may be terminated at any time prior to close by the Company in its absolute discretion.

The results of the Accelerated Bookbuild will be announced shortly thereafter.

If the Accelerated Bookbuild is taken up in full and becomes unconditional in all respects, the number of Ordinary Shares to be purchased pursuant to the Accelerated Bookbuild will be 9,739,311. The number of Ordinary Shares acquired pursuant to this Announcement will increase to 9,939,485 if the Chairman decides to join the transaction.

Liberum has been appointed as the sole bookrunner in respect of the Accelerated Bookbuild pursuant to an agreement entered between Liberum and each of the Company, MVI LP and MLTI LP dated 21 May 2020 (the "Engagement Letter").   

Liberum will determine the level of demand from Eligible Shareholders for participation in the Accelerated Bookbuild. The decision to proceed with the Accelerated Bookbuild and the other transactions contemplated by this Announcement shall be at the absolute discretion of MLTI LP and Liberum.  

To tender Ordinary Shares pursuant to the Accelerated Bookbuild, Eligible Shareholders should communicate their tender by telephone to Liberum. Any parties wishing to tender their Ordinary Shares should contact:

Andrew Davies: 020 3100 2269 / Peter Turner: 020 3100 2170

If the Accelerated Bookbuild completes, Liberum will accept bids, either in whole or in part, on the basis of allocations determined by it to be as close as practicable to pro rata to the proportion that the relevant Eligible Shareholder's holding of Ordinary Shares represents of all shares offered for sale.   

Subject to the conditions of the Accelerated Bookbuild being satisfied, settlement of the Ordinary Shares to be purchased by MLTI LP is currently expected to take place at 8.00 a.m. on 28 May 2020.

The Accelerated Bookbuild is also conditional upon the Engagement Letter not being terminated in accordance with its terms.

Capitalised words and phrases used in this Announcement shall, unless defined above, have the meanings given in the Appendix to this Announcement.

In this Announcement, unless the context otherwise requires, references to Ordinary Shares shall be deemed to also include references to Ordinary Share Depository Interests.

For further information please contact:

 

Gillian Martin/ Richard Bootle/ Louis Davies Liberum Capital Limited Telephone: 020 3100 2222   Louisa Bonney / Scott Danks C/O Axio Capital Solutions Limited Telephone: 01534 761240    PR enquiries:   Alex Child-Villiers / Will Barker Temple Bar Advisory Telephone:  020 7975 1415

 

IMPORTANT INFORMATION

 

This Announcement contains inside information.

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE ACCELERATED BOOKBUILD. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), AND (II) ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION AND (B) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OF ANY SECURITIES.

 

Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to the Company and bookrunner to MLTI LP in connection with the matters described in this Announcement. Persons receiving this Announcement should note that Liberum will not be responsible to anyone other than the Company and MLTI LP for providing the protections afforded to customers of Liberum, or for advising any other person on the arrangements described in this Announcement.

 

Liberum has not authorised the contents of, or any part of, this Announcement and no liability whatsoever is accepted by Liberum for the accuracy of any information or opinions contained in this Announcement or for the omission of any information. No representation or warranty, express or implied, is made by Liberum as to the accuracy, completeness or verification of the information set out in this Announcement, and nothing contained in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Liberum does not assume any responsibility for its accuracy, completeness or verification and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Announcement or any such statement.

 

If you are in any doubt about the contents of this Announcement you should consult your accountant, legal or professional adviser or financial adviser. It should be remembered that the price of securities and the income from them can go up as well as down. The Accelerated Bookbuild will, subject to the discretion of MLTI LP and to the extent permitted by applicable law and regulation, only be available to Eligible Shareholders. In the United Kingdom, members of the public are not invited to participate in and are not eligible to take part in the Accelerated Bookbuild. Participation in the Accelerated Bookbuild is limited at all times to Eligible Shareholders. Any person who is not an Eligible Shareholder should not act or rely on this Announcement or any of its contents.  

 

Any investment, or investment activity to which this Announcement relates, is available in the United Kingdom to Eligible Shareholders only and will be engaged in only with Eligible Shareholders. By receiving this Announcement, you are deemed to warrant to MLTI LP and Liberum that you fall within the categories of person described above. No Ordinary Shares have been offered or sold or will be offered or sold to persons in the United Kingdom prior to publication of this Announcement except in circumstances which have not resulted in an offer to the public in the United Kingdom within the meaning of section 102B of the FSMA.   

 

This Announcement must not be acted on or relied upon in any member state of the EEA.

 

This Announcement has been prepared on the basis that all offers to tender Ordinary Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of Ordinary Shares. Accordingly, any person making or intending to make any offer within the EEA of or for ordinary shares in the capital of the Company which are not the subject of the Accelerated Bookbuild contemplated in this Announcement should only do so in circumstances in which no obligation arises for the Company or Liberum to produce a prospectus. Neither the Company nor Liberum has authorised, nor do they authorise, the making of any offer of Ordinary Shares through any financial intermediary.

 

This Announcement does not constitute or form part of any offer or invitation to purchase any Ordinary Shares (i) in any jurisdiction in which such offer, invitation or solicitation is not authorised; (ii) in any jurisdiction in which the person making such offer, invitation or solicitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer, invitation or solicitation. The distribution of this Announcement and the purchase of the Ordinary Shares may be restricted by law. Persons into whose possession this Announcement comes must therefore inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this Announcement may not be distributed, forwarded to or transmitted in, into or from the United States, Australia, Canada, Japan, South Africa, or any member state of the EEA or to any US person (as defined under Regulation S of the US Securities Act of 1933, as amended). Any person within the United States and any US person who obtains a copy of this Announcement must disregard it. No public offering of the Ordinary Shares is being made in any jurisdiction. No action has been or will be taken by the Company or Liberum that would permit the purchase of the Ordinary Shares or possession or distribution of this Announcement in any jurisdiction where action for that purpose is required.

 

All statements in this Announcement other than statements of historical fact are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the Announcement and include statements regarding the intentions, beliefs or current expectations of the Company and/or Directors concerning, among other things, the performance, results of operations, financial condition, liquidity, prospects and dividend policy of the Company. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, result of operations, financial condition, liquidity and dividend policy may differ materially from the impression created by the forward-looking statements contained in this Announcement. In addition, even if the performance, results of statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to, changes in economic conditions generally; changes in interest rates and currency fluctuations; impairments in the value of the Company's assets; legislative/regulatory changes; changes in taxation regimes; the availability and cost of capital for future expenditure; the availability of suitable financing. Investors should specifically consider the factors identified in this Announcement which could cause actual results to differ before making an investment decision.

 

 

Appendix - Definitions

"Announcement"	means this announcement (including this appendix).
"Carried Interest Recipients"	means the ultimate beneficial owners of the Ordinary Share Carried Interest Entitlement who work for Marwyn, including but not limited to, James Corsellis, Mark Brangstrup Watts, Antoinette Vanderpuije and Robert Ware.
"Class F Carried Interest Entitlement"	means the incentive allocation accruing to Marwyn in respect of the Class F Interests pursuant to the Class FGR Agreement.
"Class F Interests"	means class F partnership interests in MVI LP.
"Class FGR Agreement"	means the amended and restated agreement relating to Class F Interests, Class G Interests and Class R Interests dated 23 November 2015 and entered into between MVI LP, MMP LP, the Company, MAML and Marwyn GP.
"Class G Carried Interest Entitlement"	means the incentive allocation accruing to Marwyn in respect of the Class G Interests pursuant to the Class FGR Agreement.
"Class G Interests"	means class G partnership interests in MVI LP.
"Class R Interests"	means class R partnership interests in MVI LP.
"CREST"	means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations).
"CREST Regulations"	means the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time).
"Depository"	means Link Market Services Trustees Limited.
"Directors"	means the directors of the Company from time to time.
"EEA"	means the European Economic Area.
"Eligible Shareholder"	means an Ordinary Shareholder who is (i) an investment professional within the meaning of paragraph (5) of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529), (ii) a "qualified investor" within the meaning of article 2(e) of the Prospectus Regulation and (iii) who is not otherwise an Excluded Shareholder.
"Euroclear"	means Euroclear UK and Ireland Limited.
"Exchange Procedure"	means the exchange procedure described at page 212 of the Company's prospectus dated 23 November 2015.
"Excluded Shareholder"	means a holder of Ordinary Shares or Ordinary Share Depository Interests who is resident in, or a citizen, resident or national of a jurisdiction outside the United Kingdom, the Channel Islands and the Isle of Man.
"FSMA"	means the Financial Services and Markets Act 2000.
"Investment Agreement"	means the investment agreement dated 22 May 2020 and entered into between the Company, MMP LP, MLTI LP, MVI LP, Marwyn GP, MLTI GP, MAML, MC LLP, MCG LP, MCG GP, MMI LP, MMI GP, LTIP LP, LTIP GP, MRPL and MCML.
"LTIP GP"	means Marwyn LTIP GP Limited.
"LTIP LP"	means Marwyn LTIP LP (acting by its general partner, LTIP GP).
"MAML"	means Marwyn Asset Management Limited.
"Marwyn"	means Marwyn Investment Management LLP and entities owned or controlled by it, or under common ownership or control with it, from time to time, including MAML, or its partners.
"Marwyn Carry Partnerships"	means MMP LP and MLTI LP or, as the context requires, either one of them.
"Marwyn GP"	means Marwyn General Partner Limited.
"MC LLP"	means Marwyn Capital LLP.
"MCG GP"	means Marwyn Capital Growth GP Limited.
"MCG LP"	means Marwyn Capital Growth LP (acting by its general partner, MCG GP).
"MCML"	means Marwyn Capital Management Limited.
"MLTI GP"	means Marwyn Long Term Incentive GP Limited.
"MLTI LP"	means Marwyn Long Term Incentive L.P. (acting by its general partner, MLTI GP).
"MMI GP"	means Marwyn Management General Partner Limited.
"MMI LP"	means Marwyn Management Investors L.P. (acting by its general partner, MMI GP).
"MMP LP"	means Marwyn Management Partners L.P. (acting by its general partner, Marwyn GP).
"MRPL"	means Marwyn RP Limited.
"MVI LP"	means Marwyn Value Investors L.P. (acting by its general partner, Marwyn GP).
"NAV"	means net asset value.
"Ordinary Share Carried Interest Entitlement"	means the Class F Carried Interest Entitlement and the Class G Carried Interest Entitlement.
"Ordinary Share Depository Interests"	means dematerialised depository interests issued by the Depository representing Ordinary Shares which may be held and transferred through CREST.
"Ordinary Shareholder"	means a holder of Ordinary Shares or Ordinary Share Depository Interests.
"Ordinary Shares"	means ordinary shares of 0.0001p each with no class demarcation in the capital of the Company.
"Partnership Interests"	means Class F Interests.
"Prospectus Regulation"	means regulation (EU)2017/1129 (as amended).
"Realisation Shares"	means Ordinary Shares that were redesignated as realisation shares on 30 November 2016.