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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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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 | |
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0.00 | 0.00% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
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
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