Amended 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in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan, any member state of the EEA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

27 May 2020

Marwyn Value Investors Limited (the "Company")

Amended Accelerated Bookbuild

Further to the announcement on 22 May 2020 (the "Launch Announcement"), the Company today announces that the Board has agreed to amend the investment agreement the Company has entered into with, among others, the Company's investment manager. Capitalised terms used in this announcement shall have the meanings set out in the Launch Announcement.

The amendment will maintain the full reinvestment of the £7.8 million of net proceeds from the sale of the Ordinary Share Carried Interest Entitlement by the Marwyn Carry Partnerships but reduce the maximum size of the Accelerated Bookbuild to 7,750,000 Ordinary Shares (the "Amended Accelerated Bookbuild") and require MLTI LP to reinvest any remaining sale proceeds in Ordinary Shares alongside the Company's buyback programme.

The Offer Price remains as 80p, but the additional shares to be bought by MLTI LP alongside the Company's buyback programme could be bought at prices higher or lower than that. 

To the extent that Eligible Shareholders offer to sell more Ordinary Shares than are being offered to be purchased in the Amended Accelerated Bookbuild, the offer to each Eligible Shareholder will continue to 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.

If there is not sufficient demand for at least ninety per cent. of the £6.2 million of the Amended Accelerated Bookbuild (being £5.58 million), the Amended Accelerated Bookbuild will not complete and be cancelled and none of the other transactions described in this Announcement or the Launch Announcement will complete.

Robert Ware, the Company's chairman, has confirmed his intention to complete a simultaneous acquisition of 200,174 Ordinary Shares at a price of 80 pence per Ordinary Share alongside the Amended Accelerated Bookbuild, utilising in full his share of the Ordinary Share Carried Interest Entitlement (after deduction of tax).

Pursuant to the amended Investment Agreement, MLTI LP remains conditionally obliged to reinvest £7.8 million, representing 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) after deduction of certain costs, including taxation and other accrued liabilities, of the other Carried Interest Recipients. 

To the extent that the Net Cash Amount is not invested in the Company through the Amended Accelerated Bookbuild following settlement of the transaction, MLTI LP has undertaken pursuant to the amended investment agreement to acquire Ordinary Shares in the market alongside MVI LP as part of the Company's buyback programme. MLTI LP will not be able to use the Net Cash Amount for any other purposes. 

It is expected that all Ordinary Shares bought by MLTI LP in such manner will be acquired before 30 September 2020.

The Ordinary Shares to be acquired by MLTI LP pursuant to the Amended Accelerated Bookbuild and any Ordinary Shares acquired by the Chairman personally (which may be through a SIPP) will continue to 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.

Completion of the Amended Accelerated Bookbuild, the Chairman's acquisition and the other transactions described in this Announcement are expected to have the same benefits set out in the Launch Announcement.  They will continue to be funded by the sale of the Ordinary Share Carried Interest Entitlement to the Company by the Marwyn Carry Partnerships pursuant to the Investment Agreement. 

If the Amended Accelerated Bookbuild completes, the Future Carry Entitlement will be amended as set out in the Launch Announcement.

Amended Accelerated Bookbuild

Under the terms of the Amended Accelerated Bookbuild, MLTI LP conditionally offers to acquire Ordinary Shares on-market at the Offer Price. The Amended Accelerated Bookbuild will continue to only be available to Eligible Shareholders.

Completion of the Amended Accelerated Bookbuild and the other transactions contemplated in this Announcement and the Launch 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 £5.58 million.

The Amended Accelerated Bookbuild will be launched immediately following this Announcement and is expected to close later this morning, although may be closed 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 Amended Accelerated Bookbuild will be announced shortly thereafter.

If the Amended 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 7,750,000.

Liberum continues to be appointed as the sole bookrunner in respect of the Amended Accelerated Bookbuild.   

Liberum will determine the level of demand from Eligible Shareholders for participation in the Amended Accelerated Bookbuild. The decision to proceed with the Amended 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 Amended 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 Amended 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 Amended 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 29 May 2020.

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

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 AMENDED 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 Amended 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 Amended Accelerated Bookbuild. Participation in the Amended 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 Amended 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.