Marwyn Value Investors Limited

Share Issue/Capital Change • Nov 22, 2019

National Storage Mechanism | Additional information

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RNS Number : 4287U

Marwyn Value Investors Limited

22 November 2019

LEI: 213800L5751QTTVEA774

22 November 2019

MARWYN VALUE INVESTORS LIMITED (THE "COMPANY")

RETURNS TO REALISATION SHAREHOLDERS

Further to the announcement made by the Company on 6 November 2019 relating to the £1.9 billion all-cash acquisition of BCA Marketplace plc ("BCA") by TDR Capital LLP, the Company announces that Marwyn Value Investors LP has received proceeds of £5,283,193 attributable to holders of the Company's realisation shares (the "Reasliation Shareholders") (the "BCA Realisation Share Proceeds")1.

The BCA Realisation Share Proceeds (after deduction of the incentive allocation described in the paragraph below), along with the final liquidation proceeds of £29,643 attributable to Realisation Shareholders received by the Company arising from the liquidation of Gloo Networks plc (the "Gloo Realisation Share Proceeds"), will be distributed to the Realisation Shareholders in accordance with the terms of the Company's realisation class.

From the BCA Realisation Share Proceeds and the Gloo Realisation Share Proceeds, it is expected that approximately:

-      £4,096,348 will be returned to the Realisation Shareholders (the "Distribution"); and

-      £1,216,488 will be distributed by Marwyn Value Investors LP as accrued incentive allocation (often referred to as 'carry').

The exact amounts to be distributed will be determined following announcement of the estimated net asset value ("NAV") per realisation share as at 15 November 2019.

The Distribution will be effected by way of a redemption undertaken pro rata to holdings of realisation shares on the register as at the close of business on the record date for the redemption, being 5 December 2019.  The number of realisation shares to be redeemed will be calculated by reference to the estimated NAV per realisation share as at 15 November 2019.

The NAV for 15 November 2019 and the number of realisation shares that will be redeemed on a pro rata basis in order to give effect to the capital return will be announced by the Company on or before 29 November 2019.  Fractions of realisation shares will not be redeemed and so the number of realisation shares held by each shareholder to be redeemed will be rounded down to the nearest whole number of realisation shares.

As at today's date, the Company has 6,720,731 realisation shares in issue. All of the realisation shares redeemed on the redemption date will be cancelled. A further announcement will be released following the record date to confirm the new number of realisation shares in issue.

Further details on the changes to the ISIN of the realisation shares caused by the redemption will be announced shortly. The payment of the redemption monies to eligible holders of realisation shares is expected to be effected through CREST (in the case of holders of depository interests relating to the realisation shares) or by cheque (in the case of realisation shares held in certificated form) on 23 December 2019.

Expected Timetable:

NAV as at 15 November 2019 and estimate of Realisation shares to be redeemed announced	29 November 2019
Record date for redemption	6.00 p.m. on 5 December 2019
Redemption date	5 December 2019
Admission of realisation shares under new ISIN	8.00 a.m. on 6 December 2019
Ex-date	6 December 2019
Payment of the redemption proceeds	23 December 2019

1 The Marwyn Funds, comprising the Company, Marwyn Value Investors LP, Marwyn Value Investors II LP and MVI II Co-Invest LP have received £85.9 million as a result of the sale of BCA interests, including amounts attributable to external third-party investors. Of this, £5.3 million is attributable to the Realisation Shareholders and £60.2 million is attributable to the Company's ordinary shareholders.

Marwyn Asset Management Limited, as manager to the Marwyn Funds, intends to use the proceeds attributable to the Company's ordinary shareholders to support follow on investments in the current portfolio and to support the launch of new management teams and acquisition companies.

Company enquiries:

Louisa Bonney / Scott Danks

Axio Capital Solutions Limited

Telephone: 01534 761240

Gillian Martin 

Liberum Capital Limited

Telephone: 020 3100 2200

PR enquiries:

Alex Child-Villiers / Will Barker

Temple Bar Advisory Limited

Telephone: 020 7975 1415

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