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MCII Marwyn Cap Ii

8.75
0.00 (0.00%)
17 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Marwyn Cap Ii LSE:MCII London Ordinary Share KYG587841027 ORD 0.1P (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 8.75 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Half Yearly Report

27/09/2010 8:19am

UK Regulatory



 

TIDMMCII 
 
RNS Number : 2994T 
Marwyn Capital II Limited 
27 September 2010 
 

MARWYN CAPITAL II LIMITED 
UNAUDITED INTERIM RESULTS 
FOR THE PERIOD FROM INCORPORATION TO 30 JUNE 2010 
 
 
DIRECTORS' STATEMENT AND INTERIM MANAGEMENT REPORT 
 
The Directors are pleased to present the interim results of Marwyn Capital II 
Limited for the period from incorporation to 30 June 2010. 
 
Acquisition strategy 
Marwyn Capital II Limited was established to acquire one or more quoted or 
unquoted businesses or companies (in whole or in part) initially by way of a 
reverse takeover.  The Company was admitted to London's Alternative Investment 
Market ('AIM') in December 2009.  The Company is seeking an acquisition wholly 
or mainly in the UK in the healthcare, testing and inspection and leisure 
sectors. 
 
Results 
The Group's loss after taxation for the period from incorporation to 30 June 
2010 was GBP383,569 which was in line with the expected result for the period. 
As at 30 June 2010, the Group had net cash balances totalling GBP4.4m. 
 
Dividends 
It is the board's policy that prior to making the first acquisition, no 
dividends will be paid.  Following the first acquisition, subject to 
availability of distributable reserves, dividends will be paid to shareholders 
when the directors believe it is appropriate and prudent to do so.  However, the 
main focus of the Company will be on delivering capital growth for shareholders. 
 
Principal risks and uncertainties 
Details of the principal risks and uncertainties are detailed in Note 8 to the 
consolidated financial information. 
 
Outlook 
The Company continues to pursue its stated acquisition strategy.  We believe 
that Marwyn Capital II Limited, with its strong and experienced management team, 
is well placed to exploit the available opportunities as they arise. 
 
For further information: 
 
Paul Cookson 
Marwyn Capital II Limited               01534 636 022 
 
Beth McKiernan 
Cenkos Securities plc                        0131 220 6939 
 
 
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
 
For the period from incorporation to 30 June 2010 
+------------------------------------------+----+---------+--+-------------+ 
|                                          |    |         |  |        2010 | 
|                                          |    |         |  | (unaudited) | 
+------------------------------------------+----+---------+--+-------------+ 
|                                          |    |         |  |         GBP | 
+------------------------------------------+----+---------+--+-------------+ 
|                                          |    |         |  |             | 
+------------------------------------------+----+---------+--+-------------+ 
| Revenue                                  |    |         |  |           - | 
+------------------------------------------+----+---------+--+-------------+ 
|                                          |    |         |  |             | 
+------------------------------------------+----+---------+--+-------------+ 
| Employee expenses                        |    |         |  |           - | 
+------------------------------------------+----+---------+--+-------------+ 
| Professional and consultancy expenses    |    |         |  |     347,771 | 
+------------------------------------------+----+---------+--+-------------+ 
| Other expenses                           |    |         |  |      35,798 | 
+------------------------------------------+----+---------+--+-------------+ 
|                                          |    |         |  |     383,569 | 
+------------------------------------------+----+---------+--+-------------+ 
|                                          |    |         |  |             | 
+------------------------------------------+----+---------+--+-------------+ 
| Loss from operating activities           |    |         |  |     383,569 | 
+------------------------------------------+----+---------+--+-------------+ 
|                                          |    |         |  |             | 
+------------------------------------------+----+---------+--+-------------+ 
| Loss before income tax                   |    |         |  |     383,569 | 
+------------------------------------------+----+---------+--+-------------+ 
|                                          |    |         |  |             | 
+------------------------------------------+----+---------+--+-------------+ 
| Income tax expense                       |    |         |  |           - | 
+------------------------------------------+----+---------+--+-------------+ 
| Loss for the period                      |    |         |  |     383,569 | 
+------------------------------------------+----+---------+--+-------------+ 
|                                          |    |         |  |             | 
+------------------------------------------+----+---------+--+-------------+ 
| Total comprehensive loss for the period  |    |         |  |     383,569 | 
+------------------------------------------+----+---------+--+-------------+ 
|                                          |    |         |  |             | 
+------------------------------------------+----+---------+--+-------------+ 
| Attributable to:                         |    |         |  |             | 
+------------------------------------------+----+---------+--+-------------+ 
| Owners of the Group                      |    |         |  |     383,569 | 
+------------------------------------------+----+---------+--+-------------+ 
| Total comprehensive loss for the period  |    |         |  |     383,569 | 
+------------------------------------------+----+---------+--+-------------+ 
|                                          |    |         |  |             | 
+------------------------------------------+----+---------+--+-------------+ 
| Earnings per share                       |    |         |  |             | 
+------------------------------------------+----+---------+--+-------------+ 
| Basic and diluted loss per share         |    |         |  |       0.87p | 
+------------------------------------------+----+---------+--+-------------+ 
 
 
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
+--------------------------------------+----------+-+---------------+-+-+-+----+-----------+----------+ 
|                                      |            |                 |   |    |         30 June 2010 | 
|                                      |            |                 |   |    |          (unaudited) | 
+--------------------------------------+------------+-----------------+---+----+----------------------+ 
|                                      |          |                 |   |      |       GBP |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
|                                      |          |                 |   |      |           |          | 
| Assets                               |          |                 |   |      |           |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
|                                      |          |                 |   |      |           |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Prepayments                          |          |                 |   |      |    20,325 |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Cash and cash equivalents            |          |                 |   |      | 4,417,624 |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Total current assets                 |          |                 |   |      | 4,437,949 |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Total assets                         |          |                 |   |      | 4,437,949 |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
|                                      |          |                 |   |      |           |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Equity                               |          |                 |   |      |           |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Share capital                        |          |                 |   |      |    49,000 |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Share premium                        |          |                 |   |      | 4,665,094 |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Accumulated losses                   |          |                 |   |      | (383,569) |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Total equity attributable to the     |          |                 |   |      | 4,330,525 |          | 
| shareholders of the Group            |          |                 |   |      |           |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Total equity                         |          |                 |   |      | 4,330,525 |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
|                                      |          |                 |   |      |           |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Current liabilities                  |          |                 |   |      |           |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Trade and other payables             |          |                 |   |      |   107,424 |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Total current liabilities            |          |                 |   |      |   107,424 |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Total liabilities                    |          |                 |   |      |   107,424 |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
| Total equity and liabilities         |          |                 |   |      | 4,437,949 |          | 
+--------------------------------------+----------+-----------------+---+------+-----------+----------+ 
|                                      |          | |               | | | |    |           |          | 
+--------------------------------------+----------+-+---------------+-+-+-+----+-----------+----------+ 
 
 
The financial statements were approved by the Board of Directors and authorised 
for issue on 24 September 2010. 
Paul Cookson 
 
Non-executive Director 
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
For the period from incorporation to 30 June 2010 (unaudited) 
 
+----------------------------------+----------+-----------+-------------+-----------+ 
|                                  |    Share |     Share | Accumulated |     Total | 
|                                  |  capital |   premium |      losses |           | 
+----------------------------------+----------+-----------+-------------+-----------+ 
|                                  |      GBP |       GBP |         GBP |       GBP | 
+----------------------------------+----------+-----------+-------------+-----------+ 
| Balance at incorporation         |        - |         - |           - |         - | 
+----------------------------------+----------+-----------+-------------+-----------+ 
| Total comprehensive loss in the  |        - |         - |   (383,569) | (383,569) | 
| period                           |          |           |             |           | 
+----------------------------------+----------+-----------+-------------+-----------+ 
| Contribution of equity, net of   |   49,000 | 4,665,094 |           - | 4,714,094 | 
| issue costs                      |          |           |             |           | 
+----------------------------------+----------+-----------+-------------+-----------+ 
| Balance at 30 June 2010          |   49,000 | 4,665,094 |   (383,569) | 4,330,525 | 
+----------------------------------+----------+-----------+-------------+-----------+ 
 
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 
+-----------------------------------------+--------+--------+----+--------+--------+---+------+-+-+-----------+----------+ 
|                                                                |        |        |          |   |                 2010 | 
| For the period from incorporation to 30 June 2010              |        |        |          |   |          (unaudited) | 
|                                                                |        |        |          |   |                      | 
+----------------------------------------------------------------+--------+--------+----------+---+----------------------+ 
|                                         |        |        |                          |        |         GBP |          | 
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+ 
|                                         |        |        |                          |        |             |          | 
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+ 
| Cash flow from operating activities:    |        |        |                          |        |             |          | 
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+ 
| Payments to suppliers and employees     |        |        |                          |        |   (296,470) |          | 
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+ 
| Net cash outflow from operating         |        |        |                          |        |   (296,470) |          | 
| activities                              |        |        |                          |        |             |          | 
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+ 
|                                         |        |        |                          |        |             |          | 
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+ 
| Cash flow from financing activity:      |        |        |                          |        |             |          | 
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+ 
| Equity issued, net of issue costs       |        |        |                          |        |   4,714,094 |          | 
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+ 
| Net cash flow from financing activity   |        |        |                          |        |   4,714,094 |          | 
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+ 
|                                         |        |        |                          |        |             |          | 
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+ 
| Net increase in cash and cash           |        |        |                          |        |   4,417,624 |          | 
| equivalents                             |        |        |                          |        |             |          | 
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+ 
| Cash and cash equivalents at            |        |        |                          |        |           - |          | 
| incorporation                           |        |        |                          |        |             |          | 
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+ 
| Cash and cash equivalents at 30 June    |        |        |                          |        |   4,417,624 |          | 
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+ 
|                                         |        |        |    |        |        |   |      | | |           |          | 
+-----------------------------------------+--------+--------+----+--------+--------+---+------+-+-+-----------+----------+ 
 
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS 
For the period from incorporation to 30 June 2010 
 
1.           Reporting entity 
Marwyn Capital II Limited (the "Company") is an exempted company limited by 
shares and domiciled in the Cayman Islands. The address of the Company's 
registered office is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman 
Islands.  The Company was incorporated on 4 December 2009. 
This condensed consolidated interim financial information for the period from 
incorporation to 30 June 2010 comprises the Company and its subsidiary, Marwyn 
Capital Investments II Limited (together referred to as the "Group" and 
individually as "Group entities"). The Group is primarily involved in the 
pursuit of target investments in line with its acquisition strategy. 
The Company is listed on AIM. 
This condensed consolidated interim financial information has not been audited 
and was approved for issue on 24 September 2010. 
 
2.           Basis of preparation 
This condensed consolidated interim financial information has been prepared in 
accordance with the International Accounting Standard (IAS) 34 'Interim 
Financial Reporting', as adopted by the European Union. 
 
3.           Accounting policies 
Standards, amendments and interpretations to existing standards effective in 
2010 but not relevant to the Group 
·    IFRIC 17, 'Distributions of non-cash assets to owners', effective for 
annual periods beginning on or after 1 July 2009. This is not currently 
applicable to the Group, as it has not made any non-cash distributions. 
·    IFRIC 18, 'Transfers of assets from customers', effective for transfer of 
assets received on or after 1 July 2009. This is not relevant to the Group, as 
it has not received any assets from customers. 
·    Improvements to International Financial Reporting Standards 2009 were 
issued in April 2009. The effective dates vary standard by standard but most are 
effective 1 January 2010. 
 
3.1  Consolidation 
Subsidiaries are entities controlled by the Group. Control exists when the Group 
has the power to govern the financial and operating policies of an entity so as 
to obtain benefits from its activities.  In assessing control, potential voting 
rights that currently are exercisable are taken into account. The financial 
statements of subsidiaries are included in the consolidated financial statements 
from the date that control commences until the date that control ceases. The 
accounting policies of subsidiaries have been changed when necessary to align 
them with the policies adopted by the Group. 
Intra-Group balances and transactions, and any unrealised income and expenses 
arising from intra-Group transactions, are eliminated in preparing the 
consolidated financial statements. 
 
3.2  Foreign currency translation 
(a) Functional and presentation currency 
Items included in the financial statements of each of the Group's entities are 
measured using the currency of the primary economic environment in which the 
entity operates ('the functional currency'). The consolidated financial 
statements are presented in British Pounds (GBP), which is the Group's and 
Company's functional and presentation currency. 
 
(b) Transactions and balances 
Foreign currency transactions are translated into the functional currency using 
the exchange rates prevailing at the dates of the transactions or valuation 
where items are remeasured. Foreign exchange gains and losses resulting from the 
settlement of such transactions and from the translation at year-end exchange 
rates of monetary assets and liabilities denominated in foreign currencies are 
recognised in the Statement of Comprehensive Income. 
 
3.3  Cash and cash equivalents 
Cash and cash equivalents includes cash in hand, deposits held at call with 
banks, other short-term highly liquid investments with original maturities of 
three months or less. 
 
3.4  Share capital 
Ordinary shares are classified as equity. Incremental costs directly 
attributable to the issue of ordinary shares are recognised as a deduction from 
equity, net of any tax effects. 
 
3.5  Trade payables 
Trade payables are obligations to pay for goods or services that have been 
acquired in the ordinary course of business from suppliers. Accounts payable are 
classified as current liabilities if payment is due within one year or less (or 
in the normal operating cycle of the business if longer). If not, they are 
presented as non-current liabilities. 
Trade payables are recognised initially at fair value and subsequently measured 
at amortised cost using the effective interest method. 
 
3.6  Earnings per share 
The Group presents basic and diluted earnings per share (EPS) data for its 
ordinary shares. Basic EPS is calculated by dividing the profit or loss 
attributable to ordinary shareholders of the Company by the weighted average 
number of ordinary shares outstanding during the year. Diluted EPS is determined 
by adjusting the profit or loss attributable to ordinary shareholders and the 
weighted average number of ordinary shares outstanding for the effects of all 
dilutive potential ordinary shares. 
 
3.7  Share-based transactions 
Equity-settled share-based payments to those providing similar services as 
employees are measured at the fair value of the equity instruments granted on 
the grant date in exchange for those services and only where such services 
cannot be reliably estimated directly by reference to the services supplied. 
 
All factors considered applicable to "market participants" together with the 
rights and conditions attaching to those instruments have been considered in the 
determination of the fair value of equity-instruments granted. 
 
The fair value of the equity instruments granted is expensed on a straight-line 
basis over the expected vesting period and credited to equity, based on the 
estimate of equity instruments that will eventually vest. 
 
3.8  Seasonality 
The Group does not currently operate in an industry where significant or 
cyclical variations as a result of seasonal activity are experienced during the 
financial year. 
 
4.           Segment information 
 
Business segments 
The Company raised GBPGBP4.7m net of expenses through an issue of ordinary 
shares on its admission to AIM on 24 December 2009.  Until such time as an 
acquisition is made, the Group's sole operation will remain the seeking of a 
suitable acquisition target. 
 
Geographical segments 
Marwyn Capital II Limited is domiciled in the Cayman Islands and administered in 
Jersey.  The Company is seeking an acquisition wholly or mainly in the UK in the 
healthcare, testing and inspection and leisure sectors. 
 
5.           Share capital 
In December 2009 the Company successfully placed 49m ordinary shares at 10p, 
raising GBPGBP4.7m after expenses.  The ordinary shares were admitted to trading 
on AIM on 24 December 2009. 
 
6.           Earnings per share 
 
Basic earnings per share 
The calculation of basic earnings per share of 0.87p loss for the period from 
incorporation to 30 June 2010 was based on the loss attributable to ordinary 
shareholders of GBP383,569 and a weighted average number of ordinary shares 
outstanding of 44,288,462. 
 
 
 
Diluted earnings per share 
The calculation of diluted earnings per share of 0.87p loss for the period from 
incorporation to 30 June 2010 was based on the loss attributable to ordinary 
shareholders of GBP383,569 and the weighted average outstanding ordinary shares 
of 44,288,462.  Shares which may be issued in future in connection with the 
Participation Option are not included in the calculation of weighted average 
outstanding ordinary shares for the diluted earnings per share calculation as 
the effect would be anti-dilutive. 
 
7.           Related parties 
Parties are considered to be related if one party has the ability to control the 
other party or exercise significant influence over the other party, or the 
parties are under common control or influence, in making financial or 
operational decisions. 
 
The Company is listed on AIM and as such there is no controlling party.  Marwyn 
Investment Management LLP is the investment manager to Marwyn Value Investors LP 
which has a significant shareholding in the Company.  Marwyn Investment 
Management LLP is part of the Marwyn group of companies and the following 
transactions concern payments and balances with related parties: 
 
Marwyn Partners Limited charged GBPGBP35,250 in respect of rent and GBP1,361 in 
respect of recharged expenses during the period.  Marwyn Capital LLP charged 
GBPGBP90,000 in respect of corporate finance services and GBPGBP46,335 for 
recharged expenses during the period.   Marwyn Investment Management LLP charged 
GBPGBP120,503 in respect of recharged expenses.   Axio Capital Solutions Limited 
charged GBPGBP9,043 in respect of the administration of the Company during the 
period. 
 
The Company has also entered into a performance participation agreement with 
Marwyn Management Partners LP (the 'Participation Option').  Marwyn Management 
Partners LP has been granted an option which may be exercised to subscribe for 
ordinary shares at an exercise price equal to their nominal value, subject to 
certain growth and vesting conditions. 
 
The number of ordinary shares that may be subscribed for pursuant to the 
Participation Option is the number that will give Marwyn Management Partners LP 
a gain equivalent to 10 percent of the increase in shareholder value, being 
broadly defined as the difference between the market capitalisation of the 
Company at a point in time and the aggregate placing price of all ordinary 
shares issued up to that point in time. 
 
The Participation Option may only be exercised if both the growth and vesting 
conditions have been satisfied and will lapse on 24 December 2014. 
 
8.           Principal risks and uncertainties 
The risks and uncertainties remain largely unchanged since the Company's 
admission document was issued in December 2009.  The principal risks and 
uncertainties are: 
 
Ability to complete an acquisition 
The Company's future success is dependent upon its ability to identify and 
execute successful acquisitions and/or investments. There can be no assurance 
that the Company will be able to conclude agreements with any target business 
and/or shareholders in the future.  In addition, the Company may face 
competition from other organisations which may be larger and/or better funded 
than itself. 
 
Disposals 
The Company may make investments that it cannot realise through trade sale or 
flotation at an acceptable price. Some investments may be lost through 
insolvency. Any of these circumstances could have a negative impact on the 
profitability and value of the Company. 
 
Directors and employees 
The Company will be highly dependent on the expertise and continued service of 
the Directors. These individuals could terminate their employment agreements at 
any time and their loss may have an adverse effect on the Company's business. 
 
In addition, there is a risk that the Company will not be able to recruit 
executives of sufficient expertise or experience to maximise any opportunities 
that present themselves, or that recruiting and retaining those executives is 
more costly or takes longer than expected. The failure to attract and retain 
those individuals may adversely affect the Company's operations. 
 
Potential dilution from the incentivisation of management and Marwyn Management 
Partners LP 
The Company has in place an incentivisation scheme through which the Company's 
future management and Marwyn Management Partners LP will be rewarded for 
increases in shareholder value, subject to certain growth and vesting 
conditions. It is intended that future management will subscribe for Management 
Participation Shares and the Company has also granted Marwyn Management Partners 
LP the Participation Option as part of these incentivisation schemes. The 
Company may purchase the Management Participation Shares either for the issue of 
new ordinary shares or for cash at its discretion. The Company may also be 
required to issue new ordinary shares pursuant to the Marwyn Participation 
Option. 
 
To this end the Company has the authority to issue up to 20 percent by number of 
equity securities of its fully diluted issued share capital from time to time, 
in order to satisfy the potential requirement to issue these ordinary shares. If 
the Company elects to issue ordinary shares in order to satisfy the 
incentivisation scheme, the existing Shareholders may face significant dilution. 
 
Need for additional financing and dilution 
Existing cash balances are likely to be insufficient to fund in full suitable 
acquisitions and/or investments identified by the Board. Accordingly, the 
Company may need to seek additional sources of financing to implement its 
strategy. There can be no assurance that the Company will be able to raise those 
funds, whether on acceptable terms or at all. If further financing is obtained 
by issuing equity securities or convertible debt securities, existing 
Shareholders may be diluted and the new securities may carry rights, privileges 
and preferences superior to the ordinary shares. The Company may seek debt 
finance to fund all or part of any future acquisition. There can be no assurance 
that the Company will be able to raise those debt funds, whether on acceptable 
terms or at all. If debt financing is obtained, the Company's ability to raise 
further finance and its ability to operate its business may be subject to 
restrictions. 
 
The City Code 
As it is incorporated in the Cayman Islands, the City Code does not apply to the 
Company. The laws of the Cayman Islands applicable to the Company do not contain 
any provisions similar to those in the City Code which are designed to regulate 
the way in which takeovers are conducted. 
 
Any person or persons acting in concert will be able to acquire shares in the 
Company which, when taken together with the shares already held by them, carry 
30 percent or more of the voting rights in the Company without being required to 
make a general offer for the entire issued share capital of the Company. 
Additionally, any party intending to acquire all or a substantial part of the 
issued share capital of the Company will not be obliged to comply with the 
provisions of the City Code including, for example, as to announcements, 
equality of treatment for shareholders as to value and type of consideration 
offered, the prohibition on favourable conditions that are not extended to all 
shareholders, the information that must be sent to shareholders on a takeover, 
the requirement for independent advice to be provided to the board on a takeover 
and for such advice to be made known to shareholders. The Company will also not 
be subject to the overall scrutiny and sanctions of the UK Panel on Takeovers 
and Mergers. 
 
Major shareholder 
Approximately 41 percent of the Company's issued share capital is held by Marwyn 
Value Investors LP.  Marwyn Value Investors LP will therefore be able to 
exercise significant control over the Company's corporate actions without 
requiring the approval of the Company's other Shareholders. 
 
Furthermore, the City Code does not apply to any further purchases of the 
ordinary shares which Marwyn Value Investors LP may or may not make. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 IR PGUGCBUPUGCC 
 

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