Marwyn Value Investors Limited Publication of Circular and Prospectus (5755P)

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RNS Number : 5755P

Marwyn Value Investors Limited

19 October 2021

LEI: 213800L5751QTTVEA774

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

19 October 2021

Marwyn Value Investors Limited (the "Company")

Publication of Circular and Prospectus

In November 2013, shareholders approved a proposal that, commencing on 30 November 2016 and thereafter at ve- yearly intervals, holders of Ordinary Shares would have the option to redesignate all or some of their Ordinary Shares into Realisation Shares on a one-for-one basis.

Accordingly, the Company hereby announces the publication of a circular to shareholders (the "Circular"). The Circular contains details of an offer to qualifying holders of Ordinary Shares to redesignate some or all of their Ordinary Shares as Realisation Shares ("2021 Realisation Shares") (the "2021 Realisation Share Offer"). The Circular also provides information regarding how the 2021 Realisation Share Offer impacts the Company and its existing investment structure and how to elect to redesignate Ordinary Shares into 2021 Realisation Shares .

None of the Directors, the Principals, the Manager or any of their respective associates that currently hold Ordinary Shares will be electing to take up the 2021 Realisation Share Offer and redesignate any of their Ordinary Shares as 2021 Realisation Shares.

The key features of the 2021 Realisation Shares, as compared to the Ordinary Shares are summarised in the following table:

 
                              2021 Realisation        Ordinary Shares 
                               Shares 
 Investment policy 
 Participation in new         No                      Yes 
  investments 
                             ----------------------  ---------------------------- 
 Participation in follow-on   Yes - for three         Yes 
  investments in existing      years 
  Portfolio Companies 
                             ----------------------  ---------------------------- 
 Timing of investment         No accelerated realisation - the portfolio 
  exit                         attributable to the 2021 Realisation 
                               Shares will not be divested on an accelerated 
                               basis as compared to the portfolio attributable 
                               to the Ordinary Shares 
                             ---------------------------------------------------- 
 Distributions & Dividends 
 Dividends                    No dividend payable     Quarterly dividends 
                                                       of 2.265p per share 
                                                       (9.06p per share annually) 
                             ----------------------  ---------------------------- 
 Return of capital            All sales proceeds(1)   50% of Net Capital 
                                                       Gains are distributed, 
                                                       to the extent that 
                                                       cumulative Net Capital 
                                                       Gains since the adoption 
                                                       of the Ordinary Share 
                                                       Distribution Policy 
                                                       have not already been 
                                                       returned 
                                                       Remaining amounts 
                                                       are retained by the 
                                                       Master Fund, available 
                                                       for future investment 
                             ----------------------  ---------------------------- 
 

(1) Subject to holding back any amounts for reasonable working capital requirements

The Company's manager, Marwyn Investment Management LLP, has advised the Directors that it does not currently expect to make any substantial disposals over the next five years. The Directors, having considered the historical investment holding periods and timing of investment returns, consider this consistent with the Company's investment objective and investment policy.

The Company has undertaken to use its best endeavours to procure Admission. As required by the Prospectus Regulation Rules of the Financial Conduct Authority, the Company has today published a prospectus approved by the Financial Conduct Authority ("FCA") (the "Prospectus") relating to such Admission.

Shareholders should read the Prospectus in full prior to making a decision as to whether or not to elect to receive 2021 Realisation Shares. The Circular includes a summary of certain information relating to the 2021 Realisation Share Offer but does not purport to be a full summary of all information contained in the Prospectus.

The expected key dates relating to the 2021 Realisation Share Offer are set out below:

 
                                                               2021 
 Publication of the Prospectus and                       19 October 
  Circular relating to the 2021 Realisation 
  Share Offer 
 Latest time and date for receipt                 1.00 p.m. (London 
  of forms of election (or electronic          time) on 23 November 
  TTE instructions in respect of 
  Ordinary Share Depositary Interests) 
 Announcement of results of 2021                        28 November 
  Realisation Share Offer and whether 
  or not the 2021 Realisation Shares 
  will be admitted to trading on 
  the SFS based on elections received 
 Issue of the 2021 Realisation Shares,                  30 November 
  Admission of the 2021 Realisation 
  Shares to the SFS and unconditional 
  dealings in the 2021 Realisation 
  Shares commencing on the London 
  Stock Exchange (conditional on 
  Admission being granted by the 
  London Stock Exchange) 
 Delivery of 2021 Realisation Share                     30 November 
  Depository Interests into CREST 
 Where applicable, definitive share                  by 14 December 
  certificates representing 2021 
  Realisation Shares despatched by 
  post 
 

The Circular and the Prospectus are available for download on the Company's website ( http://www.marwynvalue.com/ ).

A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at http://data.fca.org.uk/#/nsm/nationalstoragemechanism .

In connection with the 2021 Realisation Share Offer, the existing Realisation Shares issued by the Company and admitted to trading on the SFS will be redesignated as "2016 Realisation Shares". None of the rights or obligations associated with the redesignated shares have been affected, the change is being made purely to clearly differentiate them from the 2021 Realisation Shares.

Company enquiries:

Company Secretary - Aztec Financial Services (Jersey) Limited

Katrina Boult / Jenny Keen

Telephone: [phone]

Investor Relations

Kam Bansil

Telephone: [phone]

Corporate Broker - Liberum Capital Limited

Chris Clarke / Owen Matthews

Telephone: [phone]

IMPORTANT INFORMATION

This announcement, which has been prepared by, and is the sole responsibility of, the Directors of the Company, has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Marwyn Investment Management LLP, which is authorised and regulated by the Financial Conduct Authority.

This announcement is an advertisement and does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to subscribe for, any securities in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor.

Recipients of this announcement who are considering whether to elect for 2021 Realisation Shares following publication of the Prospectus are reminded that any such election must be made only on the basis of the information contained in the Prospectus. Any election for 2021 Realisation Shares will be subject to specific legal or regulatory restrictions in certain jurisdictions. Persons distributing this announcement or the Prospectus must satisfy themselves that it is lawful to do so. The Company assumes no responsibility in the event that there is a violation by any person of such restrictions.

Neither the Company, Marwyn Investment Management LLP nor any of their respective partners, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information in this announcement (or whether any information has been omitted from the announcement) or any information relating to the Company, whether written, oral, or in a visual or electronic form, and howsoever transmitted or made available or any loss howsoever arising from any use of this announcement or its contents or otherwise in connection with it.

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. There will be no public offering of the securities in the United States. The Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

Neither this announcement nor any copy of it may be taken or transmitted into or distributed in any member state of the European Economic Area, Canada, Australia, the Republic of South Africa or Japan or any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in certain jurisdictions, on the Company's website at www.marwynvalue.com, by no later than 12.00 p.m. on the Business Day following this announcement. Neither the contents of the Company's website, nor those of any other website accessible from hyperlinks on the Company's website, are incorporated into or form part of this announcement.

In accordance with the UK PRIIPs Regulation, a key information document in respect of the 2021 Realisation Shares has been prepared by the Company and is available to investors at www.marwynvalue.com.

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any manufacturer (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the 2021 Realisation Shares have been subject to a product approval process, which has determined that such 2021 Realisation Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the 2021 Realisation Shares may decline and investors could lose all or part of their investment; the 2021 Realisation Shares offer no guaranteed income and no capital protection; and an investment in the 2021 Realisation Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom; and (c) it is intended that the 2021 Realisation Shares will be admitted to the Specialist Fund Segment, which is intended for institutional, professional, professionally advised and knowledgeable investors who understand, or who have been advised of, the potential risk from investing in companies admitted to the Specialist Fund Segment. The Target Market Assessment is without prejudice to any contractual, legal or regulatory restrictions in relation to the 2021 Realisation Share Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the 2021 Realisation Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the 2021 Realisation Shares and determining appropriate distribution channels.

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October 19, 2021 11:34 ET (15:34 GMT)