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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 | |
---|---|---|---|---|---|---|---|---|---|---|
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:3867Z Marwyn Value Investors Ltd 29 June 2007 29 June 2007 Marwyn Value Investors Limited ("The Company") Final Results Year ended 31 December 2006 STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 20 JANUARY 2006 TO 31 DECEMBER 2006 Called up Share Special Series Series Capital Revenue Total share premium distributable One Two reserve reserve capital reserve Warrant Warrant reserve 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 Transfer to (12,209,982) 12,209,982 - special distributable reserve (see note 9) 1,500,000 - 12,209,982 378,918 241,131 7,418,764 (144,074) 21,604,721 NOTES TO THE INTERIM FINANCIAL STATEMENTS 31 DECEMBER 2006 1. ACCOUNTING POLICIES The financial statements have been prepared in accordance with IFRS, which comprise standards and interpretations approved by the IASB and IAS 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. (a) CONVENTION The financial statements have been prepared under the historical cost convention, except where stated in (c) below, modified to include the revaluation of financial assets and financial liabilities 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 value 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. The Company has not made early adoption of the provisions of IFRS 7: "Financial Instruments: Disclosues" which will enhance certain requirements of IAS 32 and IAS 39 for the period commencing on 1 July 2007. The Directors anticipate that the adoption of this Standard in future periods will have no material impact on these financial statements except for additional disclosures. (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 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 or 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 net asset value of the Master Fund as provided by the Master Fund Administrator at the year end. The net asset value of the Master Fund, Marwyn Neptune Fund L.P., 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. (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 less than three months. The carrying value of these assets approximates to their fair value. (f) SHARE AND WARRANT ISSUE COSTS The preliminary expenses of the Company directly attributable to the equity transaction, and costs associated with the establishment of the Company that would otherwise have been avoided, are taken to the Share Premium and Warrant Reserve accounts. (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. (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 Fund. (k) PRESENTATION OF INFORMATION In order to better reflect the activities of an investment company and 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. These are the inaugural financial statements for the Company and therefore there are no comparatives available. 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. UNQUOTED INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS Marwyn Neptune Fund L.P. # Class A GBP - at 14,000,000 cost Unrealised gain 7,418,764 At fair value 21,418,764 The Company's investment in Class A of the Marwyn Neptune Fund L.P. ("Master Fund") represents 38.6% of the Class A net assets and 35.3% of the Master Fund. 4. EARNINGS PER SHARE The calculation of basic earnings per share is based on the net revenue deficit, and net capital gain, on ordinary activities for the period and on 15,000,000 Ordinary Shares in issue throughout the period. As at 31 December 2006 the price of the Ordinary Shares was 118.5p which is in excess of the exercise price of the Series One Warrants (115p). However, as the average price of the Ordinary Shares during the period was less than the exercise price of the Series One Warrants there was no dilution in the Earnings per Ordinary Share in respect of the Series One Warrants. As at 31 December 2006 the price of the Ordinary Shares was 118.5p and at no point during the period did the share price reach the exercise price of the Series Two Warrants (130p). As the average price of the Ordinary Shares during the period was less than the exercise price of Series Two Warrants there was no dilution in the Earnings per Ordinary Share in respect of the Series Two Warrants. 5. NET ASSET VALUE The calculation of net asset value is based on the net assets of #21,604,721 and on the ordinary shares in issue of 15,000,000 at the balance sheet date. As the price of the Ordinary Shares (118.5p) was above the exercise price of the Series One Warrants (115p), but below the exercise price of the Series Two Warrants (130p) there was a dilution in the net asset value per ordinary share in respect to the Series One Warrants only. The diluted net asset value is based on net assets #30,229,721 and on ordinary shares in issue of 22,500,000. 6. RECONCILIATION OF NET PROFIT FOR THE PERIOD TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES # Net profit for the period 7,274,690 Gains on investments held at fair value through profit (7,418,764) or loss Decrease/(increase) in (718) Debtors Increase/(decrease) in 32,687 creditors Net cash outflow from operating (112,105) activities 7. 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. Exercise End of price subscription pence period Allotted Series One 115 22 February 7,500,000 Warrants 2008 Series Two 130 22 February 7,500,000 Warrants 2009 Accelerated Call Feature If the mid-market closing price on AIM as shown by Bloomberg shall be 130p or more in the case of the Series One Warrants, or 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 One Warrants or Series Two warrants, as applicable. 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 One Warrants or Series Two Warrants as appropriate 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 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. For full details of the rights of the Warrants, please see the Admission document or contact the administrator. The Series One Warrants were called at the option of the Company on 22 March 2007. 8. CALLED UP SHARE CAPITAL Authorised # 200,000,000 ordinary shares of 20,000,000 #0.10 each Allotted and fully # paid 15,000,000 ordinary shares of 1,500,000 #0.10 each 9. SHARE PREMIUM ACCOUNT # Premium on new share issues 12,850,962 Share and warrant issue (640,980) costs Transferred to special (12,209,982) distributable reserve Balance at 31 December 2006 - A special distributable reserve was created when, as stated in the Admission Document, the company cancelled all of its share premium account (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. 10. WARRANT RESERVES The proceed 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. 11. RISK PROFILE OF FINANCIAL ASSETS AND LIABILITIES The main risks arising from the Company's financial instruments are market price risk, interest rate risk and liquidity risk. Market price risk The Company's exposure to market price risk consists mainly of 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 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 as at the balance sheet date. 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. 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. 12. MATERIAL CONTRACTS Manager The Manager does not receive a management or performance fee from the Company in respect of funds invested by the Company. Investment Manager The Investment Manager does not receive a management or performance fee from the Company or Manager in respect of funds invested by the Company in the Master Fund. Collins Stewart Europe Limited ("Collins Stewart") Under an engagement letter dated 12 January 2006 from Collins Stewart to the Company, Collins Stewart has agreed to act as nominated advisor and broker to the Company for the purposes of the AIM Rules for an annual fee of #35,000. The appointment may be terminated at any time by either party immediately on written notice being received and the letter contains certain indemnities given by the Company in favour of Collins Stewart. 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. 13. RELATED PARTIES During the period fees of #17,956 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. This information is provided by RNS The company news service from the London Stock Exchange END FR UKABRBARNUAR
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