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
22 October 2026
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 five-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 ("2026 Realisation Shares") (the "2026 Realisation Share Offer"). The Circular also provides information regarding how the 2026 Realisation Share Offer impacts the Company and its existing investment structure and how to elect to redesignate Ordinary Shares into 2026 Realisation Shares.
None of the Directors, nor any partners or employees of Marwyn Investment Management LLP (the "Manager"), nor any of their respective associates that currently hold Ordinary Shares will be electing to take up the 2026 Realisation Share Offer and redesignate any of their Ordinary Shares as 2026 Realisation Shares.
The key features of the 2026 Realisation Shares, as compared to the Ordinary Shares, are summarised in the following table:
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2026 Realisation Shares |
Ordinary Shares |
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Investment policy |
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Deployment of capital |
Capital may only be invested in follow-on investments in Portfolio Companies held at the creation of the share class for a period of three years from 30 November 2026. |
Capital may be invested in new Portfolio Companies or follow-on investments in existing Portfolio Companies. |
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Exit of investments - timing |
The portfolio attributable to the 2026 Realisation Shares will be managed alongside the portfolio attributable to the Ordinary Shares, the 2016 Realisation Shares and the 2021 Realisation Shares in accordance with the investment policies of the underlying funds. Any investments attributable to more than one share class will be disposed of simultaneously, or if exited in stages, each exit will be allocated pro rata to each class according to its relative holding. There will be no accelerated disposals on behalf of any one share class. |
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Distributions |
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Exit of investments - use of proceeds |
On investment exit, all proceeds (subject to holding back any amounts for reasonable working capital requirements and timing subject to individual disbursements not being unduly burdensome on the Company) will be distributed to 2026 Realisation Shareholders net of any crystallised incentive allocation. Three years after the creation of the 2026 Realisation Shares (being 30 November 2029), as no further investments will be permitted to be made, surplus cash will be distributed to 2026 Realisation Shareholders, net of any crystallised incentive allocation. |
50 per cent. of Net Capital Gains are distributed, net of any crystallised incentive allocation, to the extent that cumulative Net Capital Gains since the adoption of the Ordinary Share Distribution Policy in November 2013 have not already been returned. Remaining amounts are retained by the Master Fund, available for future investment. |
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Ongoing returns to shareholders |
No quarterly dividend or other distributions will be made, other than on the exit of investments as described above. |
Minimum Annual Distribution under the Ordinary Share Distribution Policy, maintained or grown on a per share basis, effected through dividends, buybacks, or a combination of both. Currently implemented through quarterly dividends of 2.265p per share per calendar quarter. |
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Management fees and incentive allocations |
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Management fees |
2 per cent. per annum of Net Asset Value before accrued incentive allocation. From two years after creation, cash and near cash equivalents will be excluded from the Net Asset Value for management fee calculations. |
2 per cent. per annum of Net Asset Value before accrued incentive allocation. |
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Incentive allocation |
As per the Ordinary Shares. At the point of creation of the 2026 Realisation Shares, being 30 November 2026, the relevant incentive allocation waterfall will be proportionately split between the Ordinary Shares and the 2026 Realisation Shares. |
20 per cent. of returns following distribution to investors of the 'initial reference amount' (being equal to £89,706,489, which was the Company's estimated Ordinary Share Net Asset Value as at 21 May 2020 of £90,289,249, adjusted for the pro rata allocation to the 2021 Realisation Shares on their creation in November 2021; a similar pro rata allocation will be applied to the 2026 Realisation Shares) and a 7.5 per cent. preferred return, calculated daily on the outstanding reference amount. |
The Company's Manager has advised the Directors that it believes that all of its Portfolio Companies have the potential to deliver significant value over a long-term horizon and as such, in accordance with its long-term investment strategy, has no pre-determined plans to exit any of the current investments in the next 12-24 months. Notwithstanding that, the Manager continually reviews its underlying assumptions and projected returns for investments and may sell down investments to the extent that it feels appropriate given portfolio concentration and fund liquidity requirements.
The Company and MVI I have each undertaken to use their respective best endeavours to have the 2026 Realisation Shares admitted to trading on the Specialist Fund Segment. As required by the Public Offers and Admissions to Trading Regulations 2024 and the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (the "PRM Sourcebook") of the Financial Conduct Authority ("FCA"), the Company has today published a prospectus approved by the 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 2026 Realisation Shares. The Circular includes a summary of certain information relating to the 2026 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 2026 Realisation Share Offer are set out below:
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2026 |
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Publication of the Prospectus and Circular relating to the 2026 Realisation Share Offer |
22 October |
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Latest date for receipt of Forms of Election (or electronic TTE instructions in respect of Ordinary Share Depository Interests) |
1:00 p.m. on 17 November |
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Announcement of results of 2026 Realisation Share Offer and confirmation of whether or not the 2026 Realisation Shares will be admitted to trading on the Specialist Fund Segment based on elections received |
27 November |
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Redesignation to 2026 Realisation Shares, Admission of the 2026 Realisation Shares to the Specialist Fund Segment and unconditional dealings in the 2026 Realisation Shares commencing on the London Stock Exchange (conditional on Admission being granted by the London Stock Exchange) |
30 November |
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Delivery of 2026 Realisation Share Depository Interests into CREST |
30 November |
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Where applicable, definitive share certificates representing 2026 Realisation Shares despatched by post |
by 14 December |
The Circular and the Prospectus are available for download on the Company's website (https://www.marwynvalue.com/company-information/documents) .
A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used and not otherwise defined in this announcement shall have the same meaning as in the Prospectus.
Company enquiries:
Marwyn Value Investors Limited
Scott Danks
scottdanks@marwyn.com
Company Secretary - Palmer Fund Services (Jersey) Limited
marwyn@palmerfs.com
1 Grenville Street, St Helier, Jersey JE2 4UF
Investor Relations - KK Advisory Limited
Kam Bansil
Telephone: 020 7039 1901
PR Adviser - FGS Global
Rollo Head: 07768 994987
Chris Sibbald: 07855 955531
Corporate Broker - Panmure Liberum Limited
Chris Clarke
Telephone: 0203 100 2200
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 2026 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 2026 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.
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 2026 Realisation Shares have been subject to a product approval process, which has determined that such 2026 Realisation Shares are: (i) compatible with an end target market of 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 2026 Realisation Shares may decline and investors could lose all or part of their investment; the 2026 Realisation Shares offer no guaranteed income and no capital protection; and an investment in the 2026 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 it is intended that the 2026 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 2026 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 2026 Realisation Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the 2026 Realisation Shares and determining appropriate distribution channels.
Shares in the Company are not designed or intended for retail investors. Marwyn Investment Management LLP, the Manager, does not promote shares in the Company to retail investors and they should not be offered to retail investors.