ADVFN Logo ADVFN

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for alerts Register for real-time alerts, custom portfolio, and market movers

MNV Marwyn Value

0.00
0.00 (0.00%)
Share Name Share Symbol Market Type Share ISIN Share Description
Marwyn Value LSE:MNV London Ordinary Share GB00B0XHH732 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Final Results

11/03/2008 7:05am

UK Regulatory


RNS Number:7931P
Marwyn Value Investors Ltd
11 March 2008

Marwyn Value Investors Limited
11 March 2007


11 March 2007

Marwyn Value Investors Limited (the "Company")

                                Final Results

                         Year ended 31 December 2007


The Company was admitted to trading on the AIM market of the London Stock
Exchange plc ("AIM") on 23 February 2006 raising £15,000,000 from the issue of
15 million ordinary shares at £1 together with the issue of 7.5 million Series
One Warrants and 7.5 million Series Two Warrants.

During the period the Company sought to achieve its investment objective to
maximise its total return through the capital appreciation of its investments
through making two further investments in the Marwyn Neptune Fund LP (the
"Master Fund"):

(a) On 22 March 2007 the Company exercised an accelerated call option forcing
the exercise of the Series One Warrants resulting in the issue of a further
7,500,000 Ordinary Shares at a price of 115p per share. Of the gross proceeds of
£8,625,000 from this exercise, a further £8.4 million was invested in the Master
Fund on 1 May 2007.

(b) On 23 July 2007 the Company completed a placing of 27,749,167 B Shares and
27,749,167 B Warrants at a price of 100p per B share. One B Warrant was issued
with each B Share subscribed for in the placing. Of the gross proceeds of
£27,749,167 from this placing £26.5 million was invested in the Master Fund on 1
August 2007.

As at 31 December 2007 the net asset value per Ordinary Share (disregarding any
potential dilution from the exercise of any of the warrants) was 153.4p, a 6.5
per cent. increase on the net asset value per Ordinary Share of 144p as at 31
December 2006 as a result of the continued appreciation of the investments in
the Master Fund and the dilutive effect of the exercise of the Series One
Warrants.

At 31 December 2007 the price of an Ordinary Share was 113p and the price of a
Series Two Warrant was 11.25p.

As at 31 December 2007 the net asset value per B Share (disregarding any
potential dilution from the exercise of any of the warrants) was 97.6p, a 1.2
per cent. increase on the opening balance per B Share of 96.4p, taking into
account the costs of the placing and admission to AIM of the B Shares and B
Warrants.

At 31 December 2007 the price of a B Share was 101p and the price of a B Warrant
was 6p.

The increase in the respective net asset values reflects the robust performance
of the Master Fund during the period and the Board continues to be optimistic
that a satisfactory return will be achieved in 2008.


Enquiries:

Daniel Stewart plc           020 7776 6550
Paul Shackleton



INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2007

                                                   For the year                           For the year
                                                   ended 31                               ended 31
                                                   December                               December
                                                   2007                                   2006

                 Note    Revenue      Capital      Total        Revenue      Capital      Total
                         £            £            £            £            £            £
INCOME           1
Bank interest            38,319       -            38,319       10,313       -            10,313
Gains on                 -            5,077,179    5,077,179    -            7,418,764    7,418,764
investments held
at fair value
through profit
or loss
                         38,319       5,077,179    5,115,498    10,313       7,418,764    7,429,077

EXPENSES         1
Directors' fees          60,000       -            60,000       51,630       -            51,630
Administration           25,641       -            25,641       17,957       -            17,957
fees
Legal and                46,679       -            46,679       9,575        -            9,575
professional
fees
Regulatory               7,045        -            7,045        9,404        -            9,404
expenses
Audit fees               20,500       -            20,500       -            -            -
Nominated                35,000       -            35,000       30,062       -            30,062
advisors fees
Registrars fees          2,907        -            2,907        11,184       -            11,184
Exempt fee               600          -            600          600          -            600
Other expenses           46,642       -            46,642       23,975       -            23,975
                         245,014      -            245,014      154,387      -            154,387

PROFIT FOR THE           (206,695)    5,077,179    4,870,484    (144,074)    7,418,764    7,274,690
PERIOD

Attributable to          (155,763)    4,419,126    4,263,364    (144,074)    7,418,764    7,274,690
holders of
Ordinary Shares
Attributable to          (50,932)     658,053      607,120      -            -            -
holders of B
Shares

Return per
Ordinary Share -
basic (pence per 3       (0.77)       21.90        21.13        (0.96)       49.46        48.50
share)
diluted (pence   3       (0.56)       15.88        15.32        (0.96)       49.46        48.50
per share)

Return per B
Share -
basic and        3       (0.18)       2.37         2.19         -            -            -
diluted (pence
per share)

The total column of this statement represents the Income Statement of the
Company, prepared in accordance with IFRS. The supplementary revenue and capital
columns are prepared under guidance published by the Association of Investment
Companies. All items in the above statement derive from continuing operations.

BALANCE SHEET
31 DECEMBER 2007

                                                           Note         31 December 2007         31 December 2006
                                                                        £                        £
NON CURRENT ASSETS
Unquoted investments held at fair value through profit or  4            61,395,943               21,418,764
loss

CURRENT ASSETS

Prepayments                                                             3,875                    718
Cash and cash equivalents                                               271,409                  217,926
                                                                        275,284                  218,644

TOTAL ASSETS                                                            61,671,227               21,637,408

CURRENT LIABILITIES
Accruals                                                                (46,400)                 (32,687)

NET ASSETS                                                              61,624,827               21,604,721

EQUITY

Called up share capital                                    8            16,124,584               1,500,000
Share premium                                              9            8,253,915                -
Special distributable reserve                                           23,993,582               12,209,982
Series One Warrant reserve                                              -                        378,918
Series Two Warrant reserve                                              241,131                  241,131
B Warrant reserve                                                       866,441                  -
Capital reserve - Unrealised                                            12,495,943               7,418,764
Revenue reserve                                                         (350,769)                (144,074)

TOTAL EQUITY                                                            61,624,827               21,604,721

Attributable to
Ordinary Share holders                                                  34,628,041               21,604,721
B Share holders                                                         26,996,786               -

Net asset value per Ordinary share - basic (pence per      5            153.90                   144.03
share)
Net asset value per Ordinary share - diluted (pence per    5            147.93                   134.35
share)
Net asset value per B Share - basic and diluted (pence per 5            97.29                    -
share)





STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2007

                                      Special       Series One Series
                                                               Two
              Called up               distributable Warrant    Warrant   B Warrant           Revenue
              share
              capital    Share        reserve       reserve    reserve   reserve   Capital   reserve   Total
                         premium                                                   reserve
              £          £            £             £          £         £         £         £         £
As at 1       1,500,000  -            12,209,982    378,918    241,131   -         7,418,764 (144,074) 21,604,721
January 2007
Issue of      750,000    8,253,918    -             (378,918)  -         -         -         -         8,625,000
Ordinary
shares and
exercise of
warrants
Issue of B    13,874,584 12,924,269   -             -          -         950,314   -         -         27,749,167
Shares
B Share and   -          (1,140,672)  -             -          -         (83,873)  -         -         (1,224,545)
warrant issue
costs
Profit for    -          -            -             -          -         -         5,077,179 (206,695) 4,870,484
the period
Conversion of -          (11,783,600) 11,783,600    -          -         -         -         -         -
Share Premium
Account
              16,124,584 8,253,915    23,993,582    -          241,131   866,441   12,495,943(350,769) 61,624,827



For the period from 20 January 2006 to 31 December 2006

                                     Special       Series    Series
                                                   One       Two
              Called up              distributable Warrant   Warrant   B Warrant           Revenue
              share
              capital   Share        reserve       reserve   reserve   reserve   Capital   reserve   Total
                        premium                                                  reserve
              £         £            £             £         £         £         £         £         £
Issue of      1,500,000 12,850,962   -             396,634   252,404   -         -         -         15,000,000
ordinary
shares and
warrants
Profit for    -         -            -             -         -         -         7,418,764 (144,074) 7,274,690
the period
Share and     -         (640,980)    -             (17,716)  (11,273)  -         -         -         (669,969)
warrant issue
costs
Conversion of -         (12,209,982) 12,209,982    -         -         -         -         -         -
Share Premium
Account
              1,500,000 -            12,209,982    378,918   241,131   -         7,418,764 (144,074) 21,604,721


CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2007

                                                   Year to                   Year to
                                       Notes       31 December 2007          31 December 2006
Cash flows from operating activities               £                         £
Interest received                                  38,319                    10,313
Operating expenses paid                            (234,458)                 (122,418)
Net cash outflow from operating        6           (196,139)                 (112,105)
activities

Cash flows from operating activities
Acquisition of investments                         (34,900,000)              (14,000,000)

Cash flows from financing activities
Issue of own shares - Ord shares on                8,625,000                 14,330,031
exercise of series one warrants
Issue of own shares - B shares                     27,749,167                -
Payment of share and warrant issue                 (1,224,545)               -
costs

Net increase in cash and cash                      53,483                    217,926
equivalents

Cash and cash equivalents at beginning             217,926                   -
of year

Cash and cash equivalents at end of                271,409                   217,926
year

NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2007

1. ACCOUNTING POLICIES
The financial statements have been prepared in accordance with IFRS, which
comprise standards and interpretations approved by the IASB, and Standing
Interpretations approved by the IASC that remain in effect, together with the
applicable legal and regulatory requirements of The Companies (Guernsey) Law,
1994 and the AIM rules published by the London Stock Exchange.
The principal accounting policies are set out below.

(a) Convention
The financial statements have been prepared under the historical cost
convention, except for the measurement at fair value of financial assets held at
fair value through the profit or loss.
The preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and the reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of
making judgements about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in the period of
revision and future periods if the revision affects both current and future
periods.

(b) Income
Interest receivable on cash deposits is accounted for on an accruals basis.
(c) Unquoted investments held at fair value through profit or loss
The Fund classifies its investment into the Marwyn Neptune Fund L.P. as a
financial asset at fair value through profit or loss. This financial asset is
designated by the Board of Directors at fair value through Profit or Loss at
inception. The designation results in more relevant information as the
investment is evaluated on a fair value basis in accordance with its investment
strategy.
Financial assets designated at fair value through profit or loss at inception
are those that are managed and their performance evaluated on a fair basis in
accordance with the Company's documented investment strategy.
Unquoted investments are stated at fair value as determined by the Directors
using appropriate valuation techniques. Changes in the fair value of investments
held at fair value through the profit or loss are recognised in the Income
Statement. On disposal realised gains and losses are also recognised in the
Income Statement. Unrealised gain and losses on the disposal of investments are
taken to the capital reserve - unrealised.
The Company recognises unquoted investments held at fair value through profit
and loss on the date it commits to purchase the instruments.
Derecognition of investments occurs when the rights to receive cash flows from
the investments expire or are transferred and substantially all of the risks and
rewards of ownership have been transferred.
The Company's interest in the Master Fund will be valued by the Directors on the
basis of the NAV of the Master Fund as provided by the Master Fund Administrator
at the period end. The NAV of the Master Fund, Marwyn Neptune Fund LP, will be
determined by the Master Fund Administrator by deducting the fair value of the
liabilities of the Master Fund from the fair value of the Master Fund's assets.
The Neptune Fund is unquoted and accordingly the fair value of the investment is
determined using a valuation technique based on assumptions that are not
supported by prices from observable current market transactions in the same
instrument (i.e. without modification or repackaging) and not based on available
market data.

(d) Expenditure
All expenses are accounted for on an accruals basis and are charged through the
Income Statement.
The Manager will not receive a management or performance fee from the Company in
respect of funds invested by the Company in the Master Fund. The Manager will be
entitled to fees and expenses from the Master Fund.
The Company will pay brokers' commissions (if any) and any issue or transfer
taxes chargeable in connection with its investment transactions. Transaction
costs incurred on the acquisition or disposal of an investment are charged to
capital through the Income Statement in the period in which they are incurred.

(e) Cash and cash equivalents
Cash and cash equivalents comprise bank balances and cash held by the Company
including short-term bank deposits with an original maturity of three months or
less. The carrying value of these assets approximates to their fair value.

(f) Share and warrant issue costs
Share and warrant issue costs are placing expenses directly relating to the
issue of the Company's shares. These expenses include fees payable under the
Placing Agreement, printing, advertising and distribution costs and legal fees
and any other applicable expenses. The expenses directly relating to the issue
of the B shares were borne exclusively by the B shareholders and therefore
charged against B share equity as opposed to being reflected as expenses.

(g) Functional and presentation currency
Items included in the financial statements of the Company are measured using the
currency of the primary economic environment in which the entity operates (the
functional currency). The financial statements are presented in pounds sterling,
which is the Company's functional and presentation currency.

(h) Liabilities
Financial liabilities are recognised when the Company becomes a party to the
contractual agreements of the instrument.
Financial liabilities are derecognised from the balance sheet only when the
obligations are extinguished either through discharge, cancellation or
expiration.

(i) Equity
Called up share capital is determined using the nominal value of shares that
have been issued.
Special distributable reserve is a reserve to allow, amongst other things, the
buy-back and cancellation of up to 14.99% of ordinary shares.
Capital reserve comprises gains and losses due to the revaluation of unquoted
investments held at fair value through profit or loss.
Revenue reserve includes all current and prior period results of operations as
disclosed in the income statement excluding any gains and losses due to
revaluation of investments held at fair value.
Share Premium reserve is composed of premiums received on the issuance of share
capital. Any transaction costs associated with the issuance of shares are
deducted from Share Premium reserve.
Warrant Reserves pertains to proceeds allocated to the warrants. Any transaction
costs associated with the issuance of warrants are deducted from Warrant Reserve
(j) Segment reporting
The Directors are of the opinion that the Company is engaged in a single
geographic and economic business segment. The Company holds one investment in a
Cayman Island Limited Partnership.

(k) Presentation of information
In order to better reflect the activities of an investment company in accordance
with the guidance issued by the Association of Investment Companies ("AIC"),
supplementary information which analyses the Income Statement between items of a
revenue and capital nature has been presented alongside the Income Statement.
On the basis that the financial statements have been prepared in accordance with
IFRS, the directors have not sought to prepare the financial statements on a
basis compliant with the recommendations of the Statement of Recommended
Practice ("SORP") for investment trusts issued by the Association of Investment
Companies ("AIC"), except for the Income Statement presentation discussed above.

2. TAXATION
The company has been granted exempt status under the Income Tax (Exempt Bodies)
(Guernsey) Ordinance 1989, and is therefore subject to the payment of an annual
fee which is currently £600.

3. EARNINGS PER SHARE
The calculation of basic earnings per Ordinary Share is based on the net revenue
deficit of £90,433, and net capital gain of £3,575,060, on ordinary activities
from 1 January 2007 to 30 June 2007 with the net revenue deficit of £116,262 and
net capital gain of £1,502,119 for the period from 1 July 2007 to the year end
being proportionately split between the Ordinary Shares and the B Shares, based
on respective NAV, for that period and on the weighted average of 20,178,082
Ordinary Shares in issue throughout the period.
The calculation of diluted earnings per Ordinary Share is based on the net
revenue deficit, and net capital gain, on ordinary activities from 1 January
2007 to 30 June 2007, as noted above with the net revenue deficit and net
capital gain for the period from 1 July 2007 to the year end being
proportionately split between the Ordinary Shares and the B shares, based on
respective NAV, for that period and the weighted average of 27,828,082 Ordinary
Shares in issue.

The calculation of basic earnings per B Share is based on the net revenue
deficit of £50,932, and net capital gain of £658,053, on ordinary activities
from 1 July 2007 to the year end being proportionately split between the
Ordinary Shares and the B Shares, based on respective NAV, for that period and
on the 27,749,167 B Shares in issue throughout the period.
As at 31 December 2007 the price of the ordinary shares was 113 pence, the share
price did reach the exercise price of the Series Two Warrants (130 pence) during
the year. However, the average price of the ordinary shares during the period
As at 31 December 2007 the price of B Shares was 101 pence and at no point did
the share price reach the exercise price of the B Warrants (125 pence). As the
average price of the B Shares during the period was less than the exercise price
of
the B Warrants there was no dilution in the earnings per B Share in respect of
the B Warrants.

4.
UNQUOTED INVESTMENTS              31 December 2007                 31 December 2006
At cost
Marwyn Neptune Fund L.P.
Class A GBP                       £ 48,900,000                     £ 14,000,000
Unrealised gain                   £ 12,495,943                     £ 7,418,764
At fair value                     £ 61,395,943                     £ 21,418,764

The Company invests only in the Marwyn Neptune Fund, a Caymans-based hedge fund.
For example the Company's only investment is £48,900,000 class A GBP shares of
the Marwyn Neptune Fund LP. The Neptune Fund is managed by Marwyn Investment
Managers LLP, the active hedge fund investor specialising in establishing and
investing in experienced management teams with buyout and consolidation
strategies through public and private special purpose acquisition platforms. The
Company's investment in Class A of the Marwyn Neptune Fund L.P. ("Master Fund")
represents 59.32% of the Class A net assets and 43.16% of the Master Fund.

Objective of Marwyn Neptune Fund
Offering exposure to early-stage primarily UK and European companies of up to
£500,000 Enterprise Value. Preference for investments in companies operating in
regulated sectors or those impacted by changing regulation e.g. waste,
utilities, leisure and financial services.

Strategy of Marwyn Neptune Fund
- To fill the funding gap between private equity and conventional public market
investors;
- To focus on recruiting and supporting experienced and proven management teams
in developing and executing their strategies;
- To focus on sectors where regulatory change provides opportunities to leverage
new or unrecognised capital value;
- To provide companies and management teams with "hands on" execution capability
that enables them to deliver on their organic and acquisition-led strategies;
- To provide investee companies and management teams with the benefit of Marwyn
team's relationships with providers of leverage finance and institutional equity
finance, together with our advisory support network.

5. NET ASSET VALUE
The calculation of net asset value per ordinary share is based on the net assets
attributable to Ordinary Shareholders of £34,628,041 and on the ordinary shares
in issue of 22,500,000 and on net assets attributable to B Shareholders of
£26,996,786 and on the B Shares in issue of 27,749,167 at the balance sheet
date.
As the Net Asset Value per ordinary share (153.91 pence) was above the exercise
price of the Series Two Warrants (130.0 pence) there was a dilution in the NAV
per ordinary share in respect to the Series Two Warrants. The Diluted NAV is
based on net assets of £44,378,041 and on ordinary shares in issue of
30,000,000.
As the Net Asset Value per B Share (97.29 pence) was below the exercise price of
the B Warrants there was no dilution in the NAV per B Share.

6. RECONCILIATION OF NET PROFIT FOR THE PERIOD TO NET CASH OUTFLOW FROM
OPERATING ACTIVITIES
                                           2007                         2006
                                           £                            £
Net profit for the year/period             4,870,484                    7,274,690
Gains on investments held at fair value    (5,077,179)                  (7,418,764)
through profit or loss
Decrease/(increase) in Debtors             (3,157)                      (718)
Increase/(decrease) in creditors           13,713                       32,687

Net cash outflow from operating activities (196,139)                    (112,105)


7. WARRANTS
Series Two Warrants
At the placing on 23 February 2006, for each Ordinary Share the subscriber also
received one half Series One Warrant and one half Series Two Warrant. The Series
One Warrants were called at the option of the Company on 22 March 2007.

                                  Exercise price pence              Allotted
Series Two Warrants               130                               7,500,000

Accelerated Call Feature
If the mid-market closing price on AIM as shown by Bloomberg shall be 150p or
more in the case of the Series Two Warrants for any twenty or more trading days
out of a period of thirty consecutive trading days the Company shall become
entitled at the close of AIM on the thirtieth consecutive trading day to give
notice to the relevant holders of Series Two Warrants.
The notice referred to in the paragraph above must be sent in writing by the
Company to the relevant holders within two trading days of the thirtieth
consecutive Trading Day, stating that the Company will treat the Series Two
Warrants as exercised at the relevant subscription price on the date falling 21
days from the date of the notice.
On exercise of the Warrants, the Company will sell any Ordinary shares that
would have been issued on exercise and (after deducting the costs of exercise),
remit the proceeds to the holder and after this time all rights under those
Warrants will
cease.
B Warrants
At the placing on 23 July 2007, for each B Share the subscriber also received
one B Warrant.
                                 Exercise price pence              Allotted
B Warrants                       125                               27,749,167

Accelerated Call Feature
If the mid-market closing price on AIM as shown by Bloomberg shall be 140p or
more in the case of the B Warrants for any twenty or more trading days out of a
period of thirty consecutive trading days the Company shall become entitled at
the close of AIM on the thirtieth consecutive trading day to give notice to the
relevant holders of B Warrants.

The notice referred to in the paragraph above must be sent in writing by the
Company to the relevant holders within two trading days of the thirtieth
consecutive Trading Day, stating that the Company will treat the B Warrants as
exercised at the relevant subscription price on the date falling 21 days from
the date of the notice.
On exercise of the Warrants, the Company will sell any B shares that would have
been issued on exercise and (after deducting the costs of exercise), remit the
proceeds to the holder and after this time all rights under those B Warrants
will
cease.
For full details of the rights of the Warrants, please see the Admission
document or contact the administrator.

8. CALLED UP SHARE CAPITAL
Authorised
200,000,000 ordinary shares of £0.10 each          20,000,000
200,000,000 B shares of £0.50 each                 100,000,000

Allotted and fully paid
22,500,000 ordinary shares of £0.10 each           2,250,000
27,749,167 B shares of £0.50 each                  13,874,584
                                                   16,124,584


Under an agreement dated 20 February 2006 between the Company and Collins
Stewart Limited, Collins Stewart Limited have been granted options over 150,000
Ordinary Shares at an exercise price of 100 pence per share. The option period
commenced on Admission on 6 October 2006 and ends on the fifth anniversary of
that date.
Each member of the Company, on a poll, shall have one vote for each share of
which he is the holder. On a show of hands, every member present at General
Meeting shall have one vote.
On a winding up or return of capital, prior to conversion in each case, shall be
applied as follows:
(a) the Ordinary Share Surplus shall be divided amongst the Ordinary
Shareholders pro rata according to their holdings of Ordinary Shares.
(b) the B Share Surplus shall be divided amongst the B Shareholders pro rata
according to their holdings of B Shares;and
(c) the balance of the capital and assets of the Company, (if any) shall be
distributed amongst the holders of Ordinary Shares and B Shares pari passu as if
they constituted one and the same class of shares.

9. SHARE PREMIUM ACCOUNT
Balance as at 1 January 2007                       -
Premium on new shares following exercise of Series 8,253,918
One Warrants
Premium on new B share issues                      12,924,269
Share issue costs                                  (1,140,672)
Transfer to special distributable reserve          (11,783,600)
Balance as at 31 December 2007                     8,253,915

Following the call of the Series One Warrants on 22 March 2007 the Warrants were
considered exercised on 12 April 2007.
The Company cancelled its share premium in relation to the B Shares,
transferring it to a distributable reserve.

10. SPECIAL DISTRIBUTABLE RESERVE
A special distributable reserve was created when, as stated in the Admission
Document, the company cancelled its share premium account in relation to the
premium on the Ordinary Shares (as approved in the Royal Court of Guernsey on 31
March 2006), transferring it to a distributable reserve to allow, amongst other
things, the buy-back and cancellation of up to 14.99% of the Ordinary Shares.
On the cancellation of the B Share premium, this premium was transferred to the
special distributable reserve.

11. WARRANT RESERVES
The proceeds from the issue of the placing were split between the Ordinary
Shares (share capital and share premium account), the Series One Warrant reserve
and the Series Two Warrant reserve based on the weighted average value of the
Ordinary Shares and Warrants in issue at the close of business on the first day
of trading. The weighted average value was calculated using the mid prices of
the Ordinary Shares and Warrants as quoted on AIM.
The proceeds from the issue of the placing of B Shares were split between the B
Shares (share capital and share premium account), and the B Warrant reserve
based on the weighted average value of the B Shares and Warrants in issue at the
close of business on the first day of trading. The weighted average value was
calculated using the mid prices of the Ordinary Shares and Warrants as quoted on
AIM.

12. RISK PROFILE OF FINANCIAL ASSETS AND LIABILITIES
The main risks arising from the Company's financial instruments are Market Risk
and Liquidity Risk.

Market Risk
The Company's exposure to market risk consists of Interest Rate Risk and Other
Price Risk. Interest Rate Risk
The Company finances its operations through a mixture of shareholders' capital
and retained returns. With the exception of cash at bank, which receives
interest at a floating rate, all assets and liabilities of the Company are
non-interest bearing. No further Interest Rate Risk disclosure has been provided
as all material amounts, with the exception of cash at bank, are non-interest
bearing.

The following table details the Company's exposure to Interest Rate Risk.:

31-Dec-07                 Less than 1 Month         Non Interest bearing      Total
                          £                         £                         £
Assets
Unquoted investments at   -                         61,395,943                61,395,943
fair value through profit
or loss

Prepayments               -                         3,875                     3,875
Cash and cash equivalents 271,409                   -                         271,409

Total assets              271,409                   61,399,818                61,671,227

Liabilities
Payables and accruals     -                         46,400                    46,400

Total liabilities         -                         46,400                    46,400

Total interest            271,409
sensitivity gap

31-Dec-06                 Less than 1 Month         Non Interest bearing      Total
                          £                         £                         £
Assets
Unquoted investments at   -                         21,418,764                21,418,764
fair value through profit
or loss

Prepayments               -                         718                       718
Cash and cash equivalents 217,926                   -                         217,926

Total assets              217,926                   21,419,482                21,637,408

Liabilities
Payables and accruals     -                         32,687                    32,687

Total liabilities         -                         32,687                    32,687

Total interest            217,926
sensitivity gap

Other Price Risk
The main price risks arising from the Company's financial instruments are
movements in the value of the investment in the Master Fund. The Company's
investment portfolio complies with the investment parameters as disclosed in its
Admission document. The board manages the market price risks inherent in the
investment portfolio by ensuring full and timely access to relevant information
from the Investment Manager. The board receives monthly reports from the
Administrator of the Master Fund. The board meets regularly and at each meeting
review investment performance.
A 10% increase/decrease in the market price of the Master Fund would result in a
9.9 % increase/decrease in the basic net asset value per Ordinary Share and per
B share as at the balance sheet date.
The company's exposure to other changes in market prices at 31 December 2007 on
its unquoted equity investments were as follows;

                                       2007                         2006
                                       £                            £
Unquoted investments at fair value     61,395,943                   21,418,764
through profit or loss

The impact on net income and equity of price volatility as of 31 December 2007
is as follows

                Observed Volatility Rates        Impact of Increase            Impact of Decrease
                        (monthly)
              Increase (%)   Decrease (%)   Net Income £   Equity £       Net Income £   Equity £
Investment in 2.70           (3.24)         1,657,690      1,657,690      (1,989,229)    (1,989,229)
Master Fund

This level of change is considered to be reasonably possible based on
observation of current market conditions.

The impact on net income and equity of price volatility as of 31 December 2006
is as follows

                Observed Volatility Rates        Impact of Increase            Impact of Decrease
                        (monthly)
              Increase (%)   Decrease (%)   Net Income £   Equity £       Net Income £   Equity £
Investment in 4.43           -              947,780        947,780        -              -
Master Fund

This level of change is considered to be reasonably possible based on
observation of current market conditions.

Liquidity risk
The Company's investment in the Master Fund is relatively illiquid as it invests
a significant part of its assets in illiquid investments. The Master Fund and/or
Company may not be able to readily dispose of such illiquid investments and, in
some cases, may be contractually prohibited from disposing of such investments
for a specified period of time.
The board manages the liquidity risks inherent in the investment portfolio by
ensuring full and timely access to relevant information from the Investment
Manager and Administrator to the Company. The board meets regularly and at each
meeting review the company's short term cash requirements and contractual
financial liabilities.
The Company's investment is realisable only on the monthly trading date. As
stated in the Admission Document, the Board has permitted the Company to invest
in a single holding, being the Master Fund, a Caymans-based hedge fund.
The policy is that the Company should remain fully invested in normal market
conditions and that shares in the investment should be sold to manage short-term
cash requirements.

The following table shows the contractual, undiscounted cash flows of the
Company's financial liabilities:

31-Dec-07                 Less than 1 month                               1-3 months               Total

                          £                                               £                        £
Payables and accruals     34,400                                          12,000                   46,400

31-Dec-06                 Less than 1 month                               Total

                          £                                               £
Payables and accruals     32,687                                          32,687

13. MATERIAL CONTRACTS
Manager
Under the Management Agreement dated 20 February 2006. If, and to the extent
that the Fund invests its assets only in the Master Fund, the Manager shall not
receive any fees. In respect of any assets of the Fund not invested in the
Master Fund, the Manager shall receive aggregate performance and management fees
on the same basis as those to which it would have been entitled if such assets
had been those of the Master Fund.

Under the master Fund Management Agreement, the Manager will receive monthly
management fees from the Master Fund not exceeding 2% per annum of the net asset
value of each class of share in the Master Fund, payable monthly in arrears. In
addition, the Master Fund also pays the Manager performance and incentive fees
equal to 20% of the increase in the net asset value of each class of share in
the Master Fund over and above a reference net asset value, with performance and
incentive fees only therefore paid where the net asset value Is above a "high
watermark" for the relevant class of share. The Manger does not receive a
performance fee in relation to its investments which are categorised as Special
Situation Investments.
Investment Manager
Under the Investment Management Agreement dated 20 February 2006. If, and to the
extent that the Fund invests its assets only in the Master Fund, the Manager
shall not receive any fees. In respect of the assets of the Fund which are not
invested in the Master Fund, the Manager shall pay the Investment Manager
aggregate performance and management fees on the same basis as those to which it
would have been entitled if such assets had been those of the Master Fund.

Directors
Each Director will be paid a fee of £15,000 per annum.
Administrator
The Administrator performs the necessary secretarial and administrative services
for the Company under the Administration Agreement. The Administrator is paid an
annual fee of £20,000. The Administrator is also entitled to reimbursement of
certain expenses incurred by it in connection with its duties.

14. RELATED PARTIES
During the period fees of £25,641 were payable to the Administrator, Fortis Fund
Services (Guernsey) Limited, with £10,000 outstanding at the period end. Ian
Clarke is a Director of both the Company and the Administrator.
All Directors are entitled to receive an annual fee of £15,000 and to be
reimbursed for all travel and other costs incurred as a direct result of
carrying out their duties as Directors. The outstanding balance due to the
Directors at the year end was £17,500, being £1,250 each to Mr Williams and Mr
Ware, and £7,500 each to Mr Warr and Mr Clarke.

15. CAPITAL MANAGEMENT POLICIES AND PROCEDURES
The Company's capital management objectives are;
- to ensure that it will be able to continue as a going concern, and
- to maximise the income and capital return to its equity shareholders

The Company's capital at 31 December comprises:

                                  £                                £
Called up share capital           16,124,584                       1,500,000
Share premium                     8,253,915                        -
Special distributable reserve     23,993,582                       12,209,982
Series One Warrant reserve        -                                378,918
Series Two Warrant reserve        241,131                          241,131
B Warrant reserve                 866,441                          -
Capital reserve - Unrealised      12,495,943                       7,418,764
Revenue reserve                   (350,769)                        (144,074)

Total capital                     61,624,827                       21,604,721


The Board, with the assistance of the Investment Manager monitors and reviews
the broad structure of the Company's capital on an ongoing basis
The Company's objectives, policies and processes for managing capital are
unchanged from the preceding accounting period.

The Company is subject to externally imposed capital requirements which are as
follows;
- As an AIM listed company, the Company has to have a minimum share capital of
£50,000.
- In order to be able to pay dividends out of profits available for distribution
by way of dividends, the Company has to be able to meet one of the two capital
restriction tests imposed on investment companies by company law.

These requirements are unchanged since last year, and the Company has complied
with them.

MARWYN VALUE INVESTORS LIMITED
ADVISERS

Registered office                         Investment Manager to the Master Fund 
PO Box 119                                and the Company      
Martello Court                            Marwyn Investment Management LLP      
Admiral Park                              11 Buckingham Street      
St. Peter Port                            London WC2N 6DF       
Guernsey GY1 3HB

Nominated Adviser and Broker              Manager to the Master Fund and          
Daniel Stewart & Company                  the Company           
Becket House                              Marwyn Capital Management Limited         
London                                    PO Box 309GT, Ugland House       
EC2R 8DD                                  South Church Street, George Town
                                          Grand Cayman, Cayman Islands                               

Administrator to the Company              Auditors      
Fortis Fund Services (Guernsey) Limited   Grant Thornton Limited      
PO Box 119                                PO Box 313      
Martello Court                            Anson Court      
Admiral Park                              Le Route des Camp      
St Peter Port                             St Martin      
Guernsey GY1 3HB                          Guernsey GY1 3TF

                
                                  
              
                        
                 
























                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
FR FKKKKBBKBCND

1 Year Marwyn Value Investors Chart

1 Year Marwyn Value Investors Chart

1 Month Marwyn Value Investors Chart

1 Month Marwyn Value Investors Chart