TIDMMVI
RNS Number : 0982O
Marwyn Value Investors Limited
27 May 2020
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 EUROPEAN ECONOMIC AREA 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is not for publication or distribution, in whole or in part,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 European
Economic Area 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 European Economic Area.
This Announcement contains inside information.
LEI: 213800L5751QTTVEA774
27 May 2020
Marwyn Value Investors Limited (the "Company")
Completion of Amended Accelerated Bookbuild
The Company wishes to announce that, further to the announcement
made earlier today (the "ABB Announcement"), the amended investment
agreement entered into between, amongst others, the Company and
Marwyn Asset Management Limited (the "Investment Agreement"), has
become unconditional in all respects and accordingly completion of
the transactions described in the Launch Announcement as amended by
the ABB Announcement will occur simultaneously upon settlement of
the Amended Accelerated Bookbuild (as defined in the ABB
Announcement).
Unless defined herein or the context otherwise requires,
capitalised words and phrases used in this Announcement shall have
the meanings given in the Launch Announcement.
Settlement of the Ordinary Shares to be purchased by MLTI LP and
the Ordinary Shares acquired by the Chairman personally is
currently expected to take place at 8.00 a.m. on 29 May 2020.
The Amended Accelerated Bookbuild was oversubscribed. Ordinary
Shareholders that have successfully tendered Ordinary Shares
pursuant to the Amended Accelerated Bookbuild have been provided
with immediate liquidity in the Ordinary Shares and the resultant
equity alignment of Carried Interest Recipients has been achieved
by the completion of:
-- the Amended Accelerated Bookbuild, whereby MLTI LP agreed to
acquire 7,750,000 Ordinary Shares, resulting in the Carried
Interest Recipients (other than Robert Ware) significantly
increasing their (indirect) holding of Ordinary Shares and, through
that, increasing their equity alignment with Ordinary Shareholders;
and
-- the acquisition by Robert Ware of 200,174 Ordinary Shares,
increasing his direct or indirect holding of Ordinary Shares and,
through that, increasing his equity alignment with Ordinary
Shareholders.
The Amended Accelerated Bookbuild was conducted by Liberum
Capital Limited ("Liberum"), the Company's broker, at a price of 80
pence per Ordinary Share, representing a discount of 47.4 per cent.
to the estimated prevailing NAV per Ordinary Share on 26 May 2020,
the latest practicable date prior to the release of the ABB
Announcement, and a premium of 3.9 per cent. to the closing share
price on 26 May 2020 .
Following settlement of the Amended Accelerated Bookbuild and
the Ordinary Shares acquired by the Chairman personally, the
Carried Interest Recipients will, directly or indirectly, hold
9,366,011 Ordinary Shares (excluding any Ordinary Shares held by
MVI LP), representing approximately 15.75 per cent. of the
Company's Ordinary Shares.
Pursuant to the amended Investment Agreement, MLTI LP is
required to use the remaining proceeds from the Net Cash Amount of
approximately GBP1.6 million to purchase Ordinary Shares alongside
MVI LP as part of the Company's buyback programme.
Following completion of the Amended Accelerated Bookbuild, the
Future Carry Entitlement of Marwyn will be immediately reset
according to the terms set out in the Launch Announcement.
The Ordinary Shares to be acquired by MLTI LP pursuant to the
Amended Accelerated Bookbuild, any shares acquired by MLTI LP
alongside MVI LP as part of the buy back programme and Robert Ware
pursuant to his acquisition 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.
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
Axio Capital Solutions Limited
Telephone: 01534 761240
PR enquiries:
Alex Child-Villiers / Will Barker
Temple Bar Advisory
Telephone: 020 7975 1415
IMPORTANT INFORMATION
Liberum, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as broker and
bookrunner to the Company 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.
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 Offer 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 Issue 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 "expects", "expected", "intends", "may", or "will. They
appear in a number of places throughout the Announcement and
include statements regarding the current expectations of the
Company and/or Directors concerning, among other things, the
actions expected to be taken by the Company and it shareholders. 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 or the actions of its
shareholders may differ materially from the impression created by
the forward-looking statements contained in this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCSEWFSWESSEII
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