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Marwyn Value Invest (MNV)

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Friday 22 June, 2007

Marwyn Value Invest

Placing of B Shares

Marwyn Value Investors Ltd
22 June 2007


22 June 2007



                    Marwyn Value Investors (the 'Company')

                  Placing to raise up to £37.5m and EGM Notice


Summary


Marwyn Value Investors, a Guernsey incorporated closed-ended investment company
established to invest in the Marwyn Neptune Fund LP (the 'Master Fund'), today
announces a placing of up to 37.5m B Shares and 37.5m B Warrants to raise up to
£37.5m before expenses.


• Placing of up to 37.5m B Shares at 100 pence per share and 1 B
Warrant for every 1 B Share and admission to trading on AIM of both securities


• Net proceeds of the placing will be invested exclusively in the
Master Fund in satisfaction of investor demand for participation in the Master
Fund on the basis of performance to date


• Since its formation in March 2006, the net asset value of the Master
Fund has increased by over 84 per cent. The Master Fund's investments include
AIM listed companies Entertainment One Limited, Concateno plc and Silverdell plc


• The strategy of the Master Fund is to invest in small and mid-cap
companies managed by experienced executives with strong track records of
building and operating businesses, principally in regulated sectors or sectors
impacted by regulatory or structural change


• An EGM to approve the placing will be held on 20 July 2007


• Dealings in the B Shares and B Warrants are expected to commence on
AIM on 23 July 2007



David Williams, Executive Chairman, commented: 'We have every confidence in the
strategy and future prospects of the Marwyn Neptune Fund, both in terms of the
performance of its existing portfolio as well as its ability to pursue new
investment opportunities. We are raising funds to satisfy the investor demand
that has arisen as a result of the fund's strong performance to date.'


Introduction


Marwyn Value Investors Limited today announces a placing of up to 37.5m B Shares
at 100 pence per share and up to 37.5m B Warrants to raise up to £37.5m before
expenses. Pursuant to the placing a subscriber will receive one B Warrant for
each B Share for which they subscribe. The B Warrants are to be traded
separately and have an accelerated call feature. Assuming full subscription, the
B Shares represent an increase in the current issued share capital of the
Company of up to 167 per cent. without taking into account the dilutive effect
of any outstanding potential warrant exercise. As at the date of this
announcement, the Company has received commitments in relation to the
subscription for approximately 22.5m B Shares. Whether the Company will issue
the balance of approximately 15m shares will depend on whether additional
investors who have expressed an interest in participating in the Master Fund do
so directly into the Master Fund or as part of the Placing.


Rationale for the Placing


Since its launch on 1 March 2006, the Marwyn Neptune Fund L.P has made
investments in, among other things, the equity of seven AIM listed companies
with an associated increase in its net asset value of 84.15 per cent. as at 31
May 2007. In part as a result of this performance, the Investment Manager is
aware of significant interest from UK and international institutional investors
wishing to participate in the Master Fund.


The Company was established with the principal intention of allowing UK and
international institutional investors to gain exposure to the investment
strategy pursued by the Master Fund. Whilst some investors wish to invest
directly into the Master Fund, there are those who have expressed an interest in
gaining exposure to the Master Fund through an investment in the Company. Given
the finite size of the current issued share capital of the Company and the
desire of the Master Fund to increase its assets under management, the Directors
(in conjunction with the Investment Manager) have decided to undertake a placing
of new equity which, net of expenses and ongoing funding requirements, will be
invested directly in the Master Fund.


The Directors have confidence in the investment strategy and future prospects of
the Master Fund in relation to both the management of existing as well as the
pursuit of new investment opportunities. As stated above, it is therefore the
intention of the Directors to invest the entire net proceeds of the placing in
the Master Fund.


Details of the Placing and B Shares


The Company is proposing to raise up to £37.5m million before expenses by way of
a placing of a new class of shares, B Shares, at an issue price of 100 pence per
share and also by creating a new class of warrants. The proceeds of the placing
net, inter alia, of all costs associated with the placing will be invested as
soon as practicable following receipt directly in a new partnership interest in
the Master Fund. It is intended that the B Shares will convert into ordinary
shares at the Conversion Time on the basis of the Conversion Ratio which will
reflect the Net Asset Value per B Share and the Net Asset Value per ordinary
share at the Calculation Time. The Conversion will be subject to the
satisfaction of certain criteria, including both the Series Two Warrants and B
Warrants, whose subscription periods are 3 years from 20 February 2006 and 3
years from 22 June 2007 respectively, having been exercised (either by virtue of
having become exercisable or having been called at the instance of the Company)
or having lapsed in accordance with their terms.


Each subscriber will also receive a B Warrant for each B Share. The B Warrant
will, in the first instance, entitle the holder to convert the warrant into a B
Share at an exercise price of 125 pence and will be callable at the instance of
the Company when the mid-market closing price of a B Share is at or above 140
pence for 20 Trading Days out of a consecutive period of 30 Trading Days. The
subscription period for the B Warrants will be thirty six months from their date
of issue (or earlier if called as described above).


The net proceeds of the placing will be invested in a new partnership interest
in the Master Fund but, until the Conversion Time, will be managed as a separate
asset and have a separate net asset value to the ordinary shares.


Until the Conversion, it is intended that the economic rights of each share
class will relate only to the respective partnership interest acquired with the
proceeds of their respective placings. Accordingly, prior to the Conversion, the
B Shares will carry the right to any dividends or distributions declared only in
respect of the assets attributable to the B Shares. B Shareholders will be
entitled to participate in a winding-up of the Company or upon a return of
capital only in respect of the assets attributable to the B Shares. The Net
Asset Value per B Share will be calculated separately to the Net Asset Value per
ordinary share. For the purposes of attending and voting at general meetings of
the Company, the B Shares and the ordinary shares will be treated as if they are
a single class.


The new ordinary shares arising on Conversion will rank pari passu with the
ordinary shares then in issue and will have the rights set out in the articles.


Investment Objective and Approach


The investment objective of the Company is to achieve maximum total returns,
primarily through the capital appreciation of its investment in the Master Fund.
In brief, the Investment Manager intends to combine best practice private equity
disciplines within the context of the public markets with the goal of delivering
measurable investment returns with greater visibility and liquidity.


The Master Fund, 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.


On top of this central theme of strong management, the Investment Manager may
also overlay requirements for minimum levels of operating profitability and cash
generation together 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 Directors believe that markets and industries undergoing change
create commercial opportunities for management teams with proven credentials and
foresight, resulting in the potential for significant investment returns.


The Conversion


At the Calculation Time, the Net Asset Value per ordinary share and the Net
Asset Value per B Share will be calculated by the Administrator from which the
Conversion Ratio will be derived. Holders of B Shares will receive the number of
ordinary shares as results from multiplying the Conversion Ratio by their
holdings of B Shares at the Conversion Time. Fractional entitlements to ordinary
shares arising on Conversion shall be redeemed and the proceeds retained for the
benefit of the Company.


Conditional issue


The issue of the B Shares and the B Warrants is conditional on their admission
to AIM. Application will be made to the London Stock Exchange for the B Shares
and B Warrants to be admitted to trading on AIM and it is anticipated that
dealings in the B Shares and B Warrants will commence on AIM on 23 July 2007.


Extraordinary General Meeting


The Company has sent a circular to shareholders containing a notice of the EGM,
which will be held at 11.00 a.m. on 20 July 2007, at which time shareholders
will be asked to approve the resolutions in relation to the placing and
admission of the B Shares and B Warrants.


The resolutions are detailed in the circular, a copy of which can be obtained
from the Company at PO Box 119, Martello Court, Admiral Park, St Peter Port,
Guernsey.


Recommendation and voting intentions


The Board considers the placing and the passing of the resolutions to be in the
best interests of the Company. Accordingly, the Directors unanimously recommend
that the shareholders vote in favour of the resolutions.


Terms not otherwise defined in this announcement shall have the meaning given to
them in the Admission Document


Ends





Enquiries:


Finsbury                                                    +44 (0)20 7251 3801

Faeth Birch
Peter Russell


Collins Stewart                                             +44 (0)20 7523 8317
Simon Atkinson



NOTES TO EDITORS


Marwyn Neptune Fund (Master Fund) investments


Since September 2004, Marwyn has launched 11 different sector focused companies
which together have completed 30 acquisitions with an aggregate transaction
value (including initial public offering) in excess of £800m.


The Master Fund has invested in the following companies:


Zetar plc

Established to acquire and manage companies and businesses engaged primarily in
the confectionery, snack foods and related markets, it was listed as an
investment company on AIM in January 2005 in a £0.8m placing. The company has
completed transactions with an aggregate value of £53.7m having acquired
Kinnerton Confectionary for £32.2m in March 2005, Readifoods for £5.4m in March
2006, Humdinger for £13.0m in June 2006 and Salamanda for £2.3m in October 2006.
The management team includes David Williams as chairman and Ian Blackburn as CEO
(former CEO and FD of Perkins Foods). The share price at 20 June 2007 represents

an increase of 470 per cent from the share price at the initial public offering.



Concateno plc

Established to acquire and manage companies and businesses in the UK and
international water sector markets, it was listed as an investment company on
AIM in April 2005 in a £5.0m placing. The company's investment scope was
broadened to include support services and infrastructure services in July 2006.
The company has completed transactions totalling £70.8m in the drug and alcohol
testing sector, including Medscreen in October 2006 for £30.0m, Tricho-Tech in
January 2007 for £11.3m, Altrix Healthcare in February 2007 for £11.0m, Euromed
in March 2007 for £11.5m and Marconova in May 2007 for £2.0m. The management
team includes Keith Tozzi as chairman (former CEO of British Standards
Association and Mid-Kent Water) and Fiona Begley as CEO (former CEO of
Medscreen). The share price as at 20 June 2007 represents an increase of 77.5
per cent from the share price at the initial public offering.


Inspicio plc

Established to acquire and manage companies and businesses in the UK and
international testing, inspection and performance commodity markets, it was
listed on AIM as an investment company in April 2005 in a £3.0m placing. The
company has completed transactions totalling £140.0m, including the acquisition
of Inspectorate in

October 2005 for £52.0m, ESG in April 2006 for £16.0m, Eclipse in July 2006 for
£47.0m and Scientifics in June 2006 for £22.0m. The management team includes
Keith Tozzi as Chairman (former CEO of British Standards Association) and Mark
Silver as CEO (former FD of the British Standards Association). The share price
as at 20 June 2007 represents an increase of 76.0 per cent from the share price
at the initial public offering.


Aldgate Capital plc

An investment company established to acquire and manage companies and businesses
in sectors with opportunities for consolidation, with particular focus on those
undergoing structural, technological and/or regulatory change. Listed on AIM in
April 2006 in a £5.0m placing. The share price as at 20 June 2007 represents an
increase of 32.5 per cent from the share price at the initial public offering.


Silverdell plc

Established to acquire and manage companies and businesses in environmental
services and alternative energy sectors, it was listed as an investment company
on AIM in April 2006 in a £5.7m placing. As Bow Lane Capital plc the company has
completed transactions totalling £37.9m, including Silverdell (UK) in June 2006
for £22.2m and Redhill Analysts in December 2006 for £10.0m. The management team
includes David Williams as Chairman and Daniel Spicer as CEO (26 years
operational and management experience with Silverdell(UK)). The share price as
at 20 June 2007 represents an increase of 214.0 per cent from the share price at
the initial public offering.


Drury Lane Capital plc

An investment company established to acquire and manage companies and businesses
in sectors with opportunities for consolidation, with particular focus on those
undergoing structural, technological and/or regulatory change. The company was
listed on AIM in April 2006 in a £4.5m placing. The share price as at 20 June
2007 represents an increase of 50.0 per cent from the share price at the initial
public offering.


Entertainment One Ltd.

Established to acquire the Entertainment One Group, the number one wholesale
distributor of home entertainment products in Canada as well as a producer and
publisher of audio and visual content throughout North America. The company was
listed on AIM in March 2007 in conjunction with a £80.0m placing used, in part,
to fund the acquisition of the Entertainment One Group. The Entertainment One
Group was acquired for a total consideration of £85.5m. The management team
includes David Williams as Chairman and Darren Throop as CEO (former CEO of the
Entertainment One Income Fund). The share price as at 20 June 2007 represents an
increase of 10.5 per cent from the share price at initial public offering.






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