Sch 1 Update-Marwyn Value Inv
July 18 2007 - 6:09AM
UK Regulatory
RNS Number:4390A
AIM
18 July 2007
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR
COMPANIES ("AIM RULES")
COMPANY NAME:
Marwyn Value Investors Limited
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
PO Box 119
Martello Court
Admiral Park
St. Peter Port
Guernsey GY1 3HB
COUNTRY OF INCORPORATION:
Guernsey
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
To be advised prior to 20 August 2007
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:
The Company is a closed-end investment company established to provide a listed entity for investors to gain exposure to
the investment strategy being pursued by Marwyn Neptune Fund L.P (the "Master Fund"). The Company was listed on AIM in
February 2006, with ordinary shares, Series One Warrants (which have already been converted into ordinary shares) and
Series Two Warrants. It is now seeking to admit B Shares and B Warrants in the Company.
The Master Fund aims, and to the extent it does not invest in the Master Fund, the Company will aim to invest in
smaller businesses (under #500m market capitalisation) managed by experienced executives with strong track records of
building and operating businesses. Investments will be made in both listed and unlisted companies principally
headquartered in the UK, Europe and North America, with a preference for sectors which have, or are undergoing,
structural or regulatory change. The spectrum of opportunities within these sectors range from conventional regulated
industries, including environmental services, water and utilities, financial services and insurance, to those sectors
undergoing specific structural and regulatory changes, including leisure, gaming and food and beverages.
The net proceeds of the placing of the B Shares and B Warrants will be invested in a new partnership interest in the
Master Fund, but until the conversion time will be managed as a separate share class and have a separate net asset
value to the ordinary shares. The B Warrants are convertible into B Shares, and the B Shares are convertible into
ordinary shares, on the terms set out in the Admission Document relating to the B Shares and B Warrants.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known,
number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held
as treasury shares):
27,749,167 B Shares of 50p each, at #1 per B Share
27,749,167 B Warrants, free of payment
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised: #27,749,167
Market capitalisation: #60m
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
Ordinary Shares- 44%
Series Two Warrants- 43%
B Shares- c55%
B Warrants- c55%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
N/A
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or
including any other name by which each is known):
David Jeffreys Williams Chairman
Robert Thomas Ernest Ware Executive Director
David John Warr Non-executive Director
Ian Geoffrey Clarke Non-executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND
AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):
Before Admission
No of Ordinary % of Ordinary No of Series Two % of Series Two
Shares Shares Warrants Warrants
BBHISL Nominees Limited* 1,200,000 5.3% 400,000 5.3%
Chase Nominees Limited* 1,000,000 4.4% 425,750 5.7%
Cost Nominees Limited* - - 561,303 7.5%
Forest Nominees Limited* - - 750,000 3.3%
Goldman Sachs Securities (Nominees)*1,103,950 4.9% 2,765,000 36.9%
HSBC Global Custody Nominee (UK)* 770,000 3.4% 350,000 4.7%
LBPB Nominees Limited* 701,812 3.1% 454,500 6.1%
Lehman Brothers International - - 254,000 3.4%
Morstan Nominees Limited* 2,119,866 9.4% 242,000 3.2%
Nortrust Nominees Limited* 1,436,135 6.4%
Omx Securities Nominees Limited* 1,890,190 8.4% 520,700 6.9%
Rulegale Nominees Limited* 1,031,300 4.6% - -
The Bank of New York (Nominees)* 8,584,269 38.2% 610,000 8.1%
*Please note these Securities are held for multiple beneficial owners.
Please also note all these figures are as at 22 June 2007, the date of the Admission Document
After Admission
Ordinary Shares and Series Two Warrants as above plus new share capital as below:
No of B Shares % of B Shares No of B % of B Warrants
Warrants
Deutsche Bank A/c Nominees 6,000,000 21.62% 6,000,000 21.62%
Ecofin Global Utilities Manager Fund 1,000,000 3.61% 1,000,000 3.61%
Ltd
Ecofin Special Situations Utilities 1,000,000 3.61% 1,000,000 3.61%
Master Fund Ltd
Pershing Keen Nominees Ltd 1,397,200 5.04% 1,397,200 5.04%
Fidelity 1,000,000 3.60% 1,000,000 3.60%
GLG European Long-Short Fund 4,667,242 16.82% 4,667,242 16.82%
Goldman Sachs Securities Nominees Ltd 3,378,379 12.17% 3,378,379 12.17%
Pendragon Master Fund Ltd 2,092,352 9.01% 2,500,000 9.01%
Goldman Sachs International 2,525,253 9.10% 2,525,253 9.10%
Third Point LLC 2,525,253 9.10% 2,525,253 9.10%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) N/A- in accordance with Rule 28 the financial information has been omitted as it is available to
the market
(iii) Financial results have been published for period end 31 December 2006, on 29 June 2007; the next
three sets of result will therefore be interims for 6 months ending 30 June 2007 by 30 September 2007,
annual for year end 31 December 2007 by 30 June 2008 and interims for 6 months ending 30 June 2008 by
30 September 2008
EXPECTED ADMISSION DATE:
23 July 2007
NAME AND ADDRESS OF NOMINATED ADVISER:
Collins Stewart Europe Limited, 88 Wood Street, London EC2V 7QR
NAME AND ADDRESS OF BROKER:
Collins Stewart Europe Limited, 88 Wood Street, London EC2V 7QR
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL
BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS
SECURITIES:
The Admission Document will be available from the offices of Collins Stewart Europe Limited, 88 Wood Street, London
EC2V 7QR and will contain full details about the applicant and the admission of its securities
DATE OF NOTIFICATION:
18 July 2007
NEW/ UPDATE:
UPDATE
This information is provided by RNS
The company news service from the London Stock Exchange
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