Circ re. Partial Offer

RNS Number : 9815Y

Marwyn Value Investors Limited

14 September 2009

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER RESTRICTED JURISDICTION

14 September 2009

MARWYN VALUE INVESTORS LIMITED

Partial Offer

Marwyn Value Investors Limited ('MVI') and Marwyn Neptune Fund L.P. ('Marwyn') today announce that Marwyn has published a circular to shareholders of MVI (the 'Circular', together with an accompanying form of acceptance (the 'Form of Acceptance')). The Circular contains the full terms and conditions of a partial offer for shares in MVI (the 'Partial Offer'). The Circular, the full text of which appears below, has been published and is being sent to the eligible shareholders of MVI.

If you are in any doubt about the Partial Offer or the contents of the Circular or what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

This announcement is not intended to, and does not constitute or form any part of, an offer or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Partial Offer or otherwise. The Partial Offer will be made solely through the Circular and the Form of Acceptance, which will together contain the full terms and conditions of the Partial Offer, including details of how to accept the Partial Offer. Any acceptance or other response to the Partial Offer should be made only on the basis of the information contained in the Circular and the Form of Acceptance. The laws of relevant jurisdictions may affect the availability of the Partial Offer to persons not resident in the United Kingdom. In particular, the Partial Offer is not being made, directly or indirectly, in the United States, Canada, Australia, Japan or the Republic of South Africa or any other Restricted Jurisdiction. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements.

This announcement, which constitutes a financial promotion has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Cenkos Securities plc of 6, 7, 8 Tokenhouse Yard, London EC2R 7AS, which is authorised by the Financial Services Authority.

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority for designated investment business, is acting exclusively for Marwyn and MVI and for no one else in relation to the Partial Offer and will not be responsible to anyone other than Marwyn and MVI for providing the protection afforded to clients of Cenkos Securities plc, or for giving advice in relation to the Partial Offer or any matter referred to herein.

Terms used in this announcement shall have the meaning given to them in the Circular.

Enquiries:

Cenkos Securities plc:

Peter Hindmarsh    [phone]

THE CIRCULAR

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the Partial Offer or the contents of this document or what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

This document, which constitutes a financial promotion, has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 by Cenkos Securities plc of 6, 7, 8 Tokenhouse Yard, London EC2R 7AS, which is authorised by the Financial Services Authority.

This document should be read in conjunction with the accompanying personalised Form of Acceptance (if you hold Shares in certificated form, that is, not as Depositary Interests).

If you have sold or otherwise transferred all of your Shares, you should send this document but not the personalised Form of Acceptance, at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. The Partial Offer referred to in this document is not being made, and will not be made, directly or indirectly, in, into or from the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction and will not be capable of acceptance from within any Restricted Jurisdiction. Accordingly, neither this document nor, in respect of Shares held in certificated form, the accompanying Form of Acceptance should be forwarded or transmitted in, into or from the United States, Australia, Canada, Japan, the Republic of South Africa or into or from any other jurisdiction where to do so would constitute a violation of the relevant laws in such jurisdiction. If you have sold or otherwise transferred only part of your holding of Shares you should retain these documents.

Partial Offer

by

MARWYN NEPTUNE FUND L.P.

for
up to 15,150,000 million ordinary shares of

MARWYN VALUE INVESTORS LIMITED

Capitalised words and phrases used in this document shall have the meanings given to them in Appendix IV of this document.

The procedure for acceptance of the Partial Offer is set out in Appendix II of this document and, in respect of certificated Shares, in the accompanying personalised Form of Acceptance. To accept the Partial Offer in respect of certificated Shares, you must complete and return the accompanying Form of Acceptance along with your valid share certificate(s) and/or other document(s) of title as soon as possible and, in any event, so as to be received by Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, UK, BR3 4TU by no later than 1.00 p.m. on 5 October 2009 (or such later date and time as Marwyn may have notified by prior announcement). Instructions to accept the Partial Offer in respect of Shares held as Depositary Interests should be made electronically through CREST so that the TTE instruction settles no later than 1.00 p.m. on 5 October 2009 (or such later date and time as Marwyn may have notified by prior announcement). If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear. It should be noted that once the Partial Offer has become or been declared wholly unconditional, it will be closed for acceptance and any acceptances received after such time will be invalid.

ACCEPTANCES WILL BE PROCESSED ON A MODIFIED 'FIRST COME, FIRST SERVED' BASIS, SO SHAREHOLDERS WISHING TO ACCEPT ARE URGED TO ASSENT TO THE PARTIAL OFFER AS SOON AS PRACTICABLE.

The availability of the Partial Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the jurisdictions in which they are resident. Shareholders who are not resident in the United Kingdom should inform themselves about, and observe any, applicable requirements.

Further information for Overseas Shareholders is set out in paragraph 6 of the letter from Marwyn contained in this document. Any person (including, without limitation, any nominee, trustee or custodian) who would, or otherwise intends to, or who may have a contractual or legal obligation to forward this document, together with any accompanying Form of Acceptance, to any jurisdiction outside the United Kingdom should read that paragraph.

CONTENTS

		Page
LETTER FROM MARWYN TO SHAREHOLDERS		3
1.	Introduction	3
2.	The Partial Offer	3
3.	Background to and reasons for the Partial Offer	4
4.	Information relating to Marwyn	4
5.	Risk Factors	4
6.	Overseas Shareholders	4
7.	Taxation	5
APPENDIX I:    Expected timetable		6
APPENDIX II:    Procedure for acceptance of the Partial Offer and settlement of proceeds		7
APPENDIX III:    Conditions and further terms of the Partial Offer		12
APPENDIX IV:    Definitions		22

LETTER FROM MARWYN TO SHAREHOLDERS
Marwyn Neptune Fund L.P.

(an exempted limited partnership registered in the Cayman Islands
with registered number 16543)

11 September 2009 

To Shareholders and, for information only, to Warrantholders

Dear Shareholder,

Partial Offer by Marwyn for MVI

Introduction

Today, Marwyn announced the terms upon which Marwyn will make a partial cash offer to Shareholders to acquire up to 15,150,000 Shares, which represent approximately 18.64 per cent. of the current issued ordinary share capital of MVI.

An expected timetable for the Partial Offer is set out in Appendix I.

The Partial Offer

Marwyn hereby offers to acquire up to 15,150,000 Shares from Shareholders, on the terms and subject to the conditions set out in Appendix III to this document and, in the case of Shares held in certificated form, the accompanying Form of Acceptance, on the following basis:

For each Share    66 pence in cash

Shareholders may accept the Partial Offer in respect of any number of their Shares, or may choose not to accept the offer.

Subject to the Partial Offer becoming unconditional in all respects, acceptances will be met on a modified 'first come, first served' basis. Acceptances will be met on the following basis:

• In respect of Shares held as Depositary Interests, the time and date of acceptances made electronically through CREST will be recorded by Capita. In respect of certificated Shares, the time of acceptance shall be deemed to be 5.00 p.m. on the date on which the completed Form of Acceptance is received by Capita.

• Acceptances shall be met on a 'first come, first served basis', subject to a cap of 3,030,000 Shares for each Shareholder (the 'Initial Entitlement'), until the time and date when acceptances have been received in respect of a total of 15,150,000 Shares (the 'Oversubscription Date').

• Subject to the provisions of the foregoing paragraph, if on the Closing Date Marwyn has received acceptances for less than 15,150,000 Shares, then any Shareholders who have submitted acceptances in excess of the Initial Entitlement shall be entitled to participate in the Partial Offer in relation to some or all of such excess and the amount of such participation shall be determined on a pro rata basis by reference to the amount of all acceptances received in excess of the Initial Entitlement. In any event, the total number of Shares purchased by Marwyn pursuant to the Partial Offer shall total no more than 15,150,000 Shares.

• Acceptances received after the Oversubscription Date will not be accepted and acceptances received on the Oversubscription Date will be scaled back (including to nil) to ensure that the total number of Shares purchased by Marwyn does not exceed 15,150,000 Shares.

• In making the above adjustments, Marwyn shall be entitled in its sole and absolute discretion to treat acceptances from a nominee Shareholder relating to more than one underlying beneficiary as if they were acceptances from multiple Shareholders or to treat multiple acceptances which appear to relate to one beneficial owner as being from one Shareholder.

The Partial Offer is open until 1.00 p.m. on 5 October 2009 (or such later date and time as Marwyn may have notified by prior announcement) and shall thereafter close. If acceptances of the Partial Offer have not been received in respect of at least 15,150,000 Shares by 1.00 p.m. on the Closing Date, Marwyn reserves the right (but is not obliged) to make Further Offers in respect of any Shares which are not the subject of a valid acceptance under the Partial Offer.

To accept the Partial Offer you must, in respect of certificated Shares, complete, sign (and have witnessed, where necessary) and return the accompanying Form of Acceptance along with your valid share certificate(s) and/or other document(s) of title as soon as possible and, in any event, so as to be received by Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, UK, BR3 4TU by no later than 1.00 p.m. on 5 October 2009 (or such later date and time as Marwyn may have notified by prior announcement). Instructions to accept the Partial Offer in respect of Shares held as Depositary Interests should be made electronically through CREST so that the TTE instruction settles no later than 1.00 p.m. on 5 October 2009 (or such later date and time as Marwyn may have notified by prior announcement).

Acceptances will be processed on the modified 'first come, first served' basis described above. Shareholders wishing to accept are urged to assent to the Partial Offer as soon as practicable.

Background to and reasons for the Partial Offer

Following the takeover of Concateno plc by way of scheme of arrangement, Marwyn has received equity and cash consideration for its investment in the company. Following advice from Marwyn's investment manager, Marwyn Investment Management LLP, Marwyn's general partner, Marwyn General Partner Limited, has decided to make the Partial Offer with part of those funds.

The proposal allows MVI Shareholders an opportunity to sell at a premium of 15.79 per cent. to the closing mid price of the Shares according to the London Stock Exchange Daily Official List on 11 September 2009 (the latest practicable date prior to the publication of this document).

Information relating to Marwyn

Marwyn is a Cayman Islands exempted limited partnership registered as a regulated mutual fund with the Cayman Islands Monetary Authority. Marwyn was established on 23 November 2005 to operate as a private investment partnership.

Risk Factors

The Partial Offer Price represents a premium of 15.79 per cent. to the closing mid price of the Shares according to the London Stock Exchange Daily Official List on 11 September 2009 (the latest practicable date prior to the publication of this document). However, in future it is possible that the market price of the Shares may increase above or decrease below the Partial Offer Price or that market conditions could change.

Shareholders should consider these factors when making any decision as to whether to participate in the Partial Offer.

Overseas Shareholders

The attention of Shareholders who are citizens or residents of jurisdictions outside the United Kingdom or who are holding Shares for such citizens or residents and any person (including, without limitation, any custodian, nominee or trustee) who may have an obligation to forward any document in connection with the Partial Offer outside the United Kingdom is drawn to paragraph 5 of Part A, to paragraph (b) of Part B and paragraph (b) of Part C of Appendix III to this document and, in respect of Shares held in certificated form, to the relevant provisions of the Form of Acceptance, which they should read before taking any action.

The Partial Offer is not being made, and will not be made, directly or indirectly, in or into, the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction. Accordingly, except as required by applicable law, copies of this document and the Form of Acceptance are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction. Persons receiving this document and the Form of Acceptance (including, without limitation, nominees, trustees or custodians) must not forward, distribute or send it into the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction.

The availability of the Partial Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the jurisdictions in which they are respectively resident. Shareholders who are not resident in the United Kingdom should inform themselves about, and observe any, applicable requirements. If you remain in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

7.    Taxation

The disposal of Shares pursuant to the Partial Offer will constitute a disposal or part disposal for the purposes of United Kingdom taxation on capital gains and may give rise to a liability to taxation. The tax treatment of Shareholders will depend on the individual circumstances of Shareholders and may be subject to change. Any Shareholder who is in any doubt as to his tax position should consult his professional adviser.

Yours faithfully,

David Williams

for and on behalf of Marwyn General Partner Limited, the general partner of Marwyn Neptune Fund L.P.

APPENDIX I

EXPECTED TIMETABLE

The following is the expected timetable of principal events in relation to the Partial Offer:

2009

Announcement of Partial Offer and publication of this document and    14 September
Forms of Acceptance

Latest time and date for receipt of acceptances through CREST by    1.00 p.m. on 5 October
holders of Depositary Interests

Latest time and date for receipt of Forms of Acceptance from holders    1.00 p.m. on 5 October
of certificated Shares

Announcement of result of Partial Offer    6 October

Posting of cheques and CREST members' accounts credited for the    19 October
proceeds of the Partial Offer

Notes:

Each of the times and dates above is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement on a Regulatory Information Service.

References to time in this document are to London time.

APPENDIX II

PROCEDURE FOR ACCEPTANCE OF THE
PARTIAL OFFER AND SETTLEMENT OF PROCEEDS

The preceding letter from Marwyn to Shareholders, the Appendices to this document and, in the case of Shares held in certificated form, the Form of Acceptance contain the formal terms and conditions of the Partial Offer in respect of your Shares.

1. Procedure for acceptance of the Partial Offer

1.1 Shareholders who hold their Shares in certificated form should read this paragraph in conjunction with the Form of Acceptance and Part B of Appendix III. Shareholders who hold interests in Shares through CREST as Depositary Interests, should read this paragraph in conjunction with Part C of Appendix III. The instructions on the Form of Acceptance, in respect of Shares held in certificated form, are deemed to form part of the terms of the Partial Offer. Acceptances will be processed on the modified 'first come, first served' basis described in paragraph 2 of the preceding letter from Marwyn to Shareholders.

1.2 Shares held in certificated form (that is, not in CREST) (a) Completion of the Form of Acceptance

To accept the Partial Offer in respect of Shares held in certificated form, you must complete the Form of Acceptance in accordance with the instructions set out below and on the Form of Acceptance. You must complete separate Forms of Acceptance for Shares which are held in certificated form but under different designations. If you have any queries as to how to complete the Form of Acceptance, please telephone the Receiving Agent, Capita Registrars on 0871 664 0321 or, if calling from outside the UK, on [phone]. Calls to the Capita Registrars 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of your service provider's network extras. Calls to the Capita Registrars [phone] number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Capita Registrars cannot provide advice on the merits of the Partial Offer nor give any financial, legal or tax advice. Additional Forms of Acceptance are available from the Receiving Agent upon request.

To accept the Partial Offer in respect of all your Shares held in certificated form - you must complete Box 2 and sign Box 3 and, if applicable, Box 4 of the enclosed Form of Acceptance. In all cases, if you are an individual, you must sign Box 3(a) on the Form of Acceptance in the presence of a witness who must also sign in accordance with the instructions printed on it. Any Shareholder which is a company should execute Box 3(b) of the Form of Acceptance in accordance with the instructions printed on it. If you do not insert a number in Box 2B of the Form of Acceptance, or if you insert in Box 2B a number which is greater than the number of Shares that you hold and you have signed Box 3, your acceptance will be deemed to be in respect of all the Shares held by you.

To accept the Partial Offer in respect of less than all your Shares held in certificated form - you must insert in Box 2B on the enclosed Form of Acceptance such lesser number of Shares in respect of which you wish to accept the Partial Offer in accordance with the instructions printed thereon. You should then follow the procedure set out in paragraph (i) above in respect of such lesser number of Shares.

(b) Return of the Form of Acceptance

To accept the Partial Offer in respect of Shares held in certificated form, the completed, signed and witnessed Form of Acceptance must be returned by post or by hand (during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, UK, BR3 4TU, together with the relevant share certificate(s) and/or other document(s) of title, as soon as possible and, in any event, so as to be received not later than 1.00 p.m. on 5 October 2009 (or such later date and time as Marwyn may have notified by prior announcement). No acknowledgement of receipt of documents will be given.

Any Form of Acceptance received in an envelope post-marked in United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction or otherwise appearing to Marwyn or its agents to have been sent from any of those jurisdictions may be rejected as an invalid acceptance of the Partial Offer. For further information on Shareholders resident overseas, see paragraph 6 of the letter from Marwyn and paragraph 5 of Part A of Appendix III.

You should note that acceptances will be processed on the modified 'first come, first served' basis described in paragraph 2 of the preceding letter from Marwyn so there is no guarantee that taking such steps will enable a valid acceptance to be processed in time.

Share certificates not readily available or lost

If for any reason the relevant share certificate(s) and/or other document(s) of title is/are not readily available or is/are lost, you should nevertheless complete, sign and lodge the Form of Acceptance as stated above so as to be received by post, or by hand (during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, UK, BR3 4TU by not later than 1.00 p.m. on 5 October 2009 (or such later date and time as Marwyn may have notified by prior announcement). You should send with the Form of Acceptance any relevant share certificate(s) and/or other document(s) of title which you may have available, accompanied by a letter stating that the remaining documents will follow as soon as possible or that you have lost one or more of your share certificate(s) and/or other document(s) of title. You should then arrange for the relevant share certificate(s) and/or other document(s) of title to be forwarded as soon as possible. If you have lost your share certificate(s) and/or other document(s) of title, you should write as soon as possible to MVI's registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, UK, BR3 4TU, requesting a letter of indemnity for the lost share certificate(s) and/or other document(s) of title which, when completed in accordance with the instructions given, should be returned by post or by hand (during normal business hours only) to the Receiving Agent at the address given in paragraph (b) above.

You should note that acceptances will be processed on the modified 'first come, first served' basis described in paragraph 2 of the preceding letter from Marwyn so there is no guarantee that taking such steps will enable a valid acceptance to be processed in time.

Validity of Acceptances

Without prejudice to Appendix III to this document, Marwyn and its agents reserve the right to treat as valid in whole or in part any acceptance of the Partial Offer which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title. In that event, no payment of cash under the Partial Offer will be made until after the relevant share certificate(s) and/or other document(s) of title or indemnities reasonably satisfactory to Marwyn have been received.

1.3 Share interests in uncertificated form represented by Depositary Interests 

(a) General

If you hold an interest in Shares in uncertificated form as Depositary Interests, to accept the Partial Offer you must take (or procure the taking of) the action set out below to initiate transfer the Shares in respect of which you wish to accept the Partial Offer to the appropriate escrow balance(s), specifying Capita Registrars (in its capacity as a CREST participant under the Escrow Agent's participant ID referred to below) as the Escrow Agent, as soon as possible and in any event so that the TTE instruction settles no later than 1.00 p.m. on 5 October 2009 (or such later date and time as Marwyn may have notified by prior announcement). Note that settlement cannot take place on weekends or bank holidays (or other times at which the CREST system is non-operational); you should therefore ensure you time the input of any TTE instructions accordingly.

You should note that acceptances will be processed on the modified 'first come, first served' basis described in paragraph 2 of the letter from Marwyn so there is no guarantee that taking such steps will enable a valid acceptance to be processed in time.

The input and settlement of a TTE instruction in accordance with this paragraph 1.3 will (subject to satisfying the requirements set out in Appendix III) constitute an acceptance of the Partial Offer in respect of the number of Shares so transferred to escrow.

If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Only your CREST sponsor will be able to send the TTE instructions(s) to Euroclear in relation to your Shares.

After settlement of a TTE instruction, you will not be able to access the Shares concerned in CREST for any transaction or charging purposes. If the Partial Offer becomes or is declared unconditional in all respects, the Escrow Agent will transfer the Shares concerned in accordance with Appendix III to this document.

You are recommended to refer to the CREST Manual issued by Euroclear for further information on the CREST procedure outlined below.

You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE instruction relating to your Shares to settle prior to 1.00 p.m. on 5 October 2009 (or such later date and time as Marwyn may have notified by prior announcement). In this connection, you are referred in particular to those sections of the CREST Manual concerning the practical limitations of the CREST system and timings.

To Accept the Partial Offer

To accept the Partial Offer in respect of Shares represented by Depositary Interests, you must send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) to Euroclear a TTE instruction in relation to such shares. A TTE instruction to Euroclear must be properly authenticated in accordance with Euroclear's specifications for transfers to escrow and must contain the following details:

the ISIN for the Shares (this is KYG5897M1096);

the number of Shares in respect of which you wish to accept the Partial Offer (i.e. the number of Shares to be transferred to escrow);

your member account ID;

your participant ID;

the participant ID of the Escrow Agent (this is RA10);

the member account ID of the Escrow Agent for the Partial Offer (this is MARMAR01);

the intended settlement date. This should be as soon as possible and, in any event, not later than 1.00 p.m. on 5 October 2009 (or such later date and time as Marwyn may have notified by prior announcement);

the corporate action number of the Partial Offer. This is allocated by Euroclear and will be available on screen from Euroclear;

input with a standard delivery instruction priority of 80; and

a contact name and telephone number in the shared note field.

Validity of Acceptances

Holders of interests in Shares represented by Depositary Interests who wish to accept the Partial Offer should note that a TTE instruction will only be a valid instruction to accept the Partial Offer as at the relevant closing date if it has settled on or before 1.00 p.m. on that date. A Form of Acceptance which is received in respect of Shares held in uncertificated form will be treated as an invalid acceptance and may be disregarded.

Overseas shareholders

The attention of Shareholders holding Shares in uncertificated form and who are citizens or residents of jurisdictions outside the UK is drawn to paragraph 6 of the letter from Marwyn and paragraph 5 of Part A, paragraph (b) of Part B and paragraph (b) of Part C of Appendix III to this document.

General

Normal CREST procedures (including timings) apply in relation to any Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Partial Offer (whether any such conversion arises as a result of a transfer of Shares or otherwise). Holders of Shares represented by Depositary Interests who are proposing so to convert any Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Shares as a result of the conversion to take all necessary steps in connection with an acceptance of the Partial Offer (in particular, as regards delivery of share certificate(s) and/or other documents of title or transfers to an escrow balance as described above) prior to 1.00 p.m. on 5 October 2009 (or such later date and time as Marwyn may have notified by prior announcement).

If you are in any doubt as to the procedure for acceptance of the Partial Offer, please contact the Receiving Agent, Capita Registrars on 0871 664 0321 or, if calling from outside the UK, on [phone]. Calls to the Capita Registrars 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of your service provider's network extras. Calls to the Capita Registrars [phone] number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Capita Registrars cannot provide advice on the merits of the Partial Offer nor give any financial, legal or tax advice. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.

2.    Settlement

Subject to the Partial Offer becoming or being declared unconditional in all respects and any scaling down required (and except as provided in paragraph 6 of the preceding letter from Marwyn in the case of certain Overseas Shareholders), settlement of the consideration to which any Shareholder (or the first-named shareholder in the case of joint holders) is entitled under the Partial Offer will be effected in the case of acceptances received, complete in all respects, by the date on which the Partial Offer becomes or is declared unconditional in all respects, within 14 days of such date, in the following manner:

2.1 Shares in certificated form (that is, not in CREST)

Where an acceptance relates to Shares in certificated form, settlement of any cash due will be dispatched by first class post to accepting Shareholders or their appointed agents (but not into United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction). All such cash payments will be made in pounds sterling by cheque drawn on a branch of a United Kingdom clearing bank.

2.2 Share interests in uncertificated form represented by Depositary Interests

Where an acceptance relates to Shares represented by Depositary Interests, the cash consideration to which the accepting Shareholder is entitled will be paid by means of a CREST payment in favour of the accepting Shareholder's payment bank in respect of the cash consideration due, in accordance with CREST payment arrangements. Marwyn reserves the right to settle all or any part of the consideration referred to in this sub-paragraph, for all or any accepting Shareholder(s), in the manner referred to in paragraph 2.1 above, if, for any reason, it wishes to do so.

2.3 General

If the Partial Offer does not become or is not declared unconditional in all respects:

2.1.1 in the case of Shares held in certificated form, the relevant Form of Acceptance, share certificate(s) and/or other document(s) of title will be returned by post within 14 days of the Partial Offer lapsing to the person or agent whose name and address (outside a Restricted Jurisdiction) is set out in the Form of Acceptance or, if none is set out, to the first-named holder at his or her registered address (provided that no such documents will be sent to an address in a Restricted Jurisdiction); and

2.1.2 in the case of Shares represented by Depositary Interests, the Escrow Agent will, immediately after the lapsing of the Partial Offer, give TFE instructions to Euroclear to transfer all Shares held in escrow balances and in relation to which it is the Escrow Agent for the purposes of the Partial Offer to the original available balances of the holders of Depositary Interests concerned.

All remittances, communications, notices, certificates and documents of title sent by, to or from Shareholders or their appointed agents will be sent at their own risk.

APPENDIX III
CONDITIONS AND FURTHER TERMS OF THE PARTIAL OFFER

Part A: General terms of the Partial Offer

Governing law and conditions The Partial Offer is governed by English law and is subject to the jurisdiction of the courts of England.

Marwyn reserves the right to waive the conditions, in whole or in part, and to extend the time for the satisfaction or fulfilment of the conditions, except that in no circumstances shall the Partial Offer extend to more than 15,150,000 Shares.

Acceptance Period

(a) The Partial Offer is open for acceptance until 1.00 p.m. on 5 October 2009 (or such later date and time as Marwyn may have notified by prior announcement). Marwyn reserves the right (but will not be obliged) to extend the Partial Offer after such time and, in such event, will make an announcement only by means of an RIS of such extension. If the expiry date of the Partial Offer is extended, a reference in this document and in the Form of Acceptance to the closing date of the Partial Offer will (except where the context requires otherwise) be deemed to refer to the expiry date of the Partial Offer as so extended.

(b) Marwyn shall announce the result of the Partial Offer as soon as practicable following its closure or expiry by means of an RIS.

Rights of withdrawal Acceptances under the Partial Offer or any Further Offer are irrevocable.

Further Offers

(a) If valid acceptances under the Partial Offer at the Closing Date are not received in respect of at least 15,150,000 Shares, Marwyn reserves the right (but shall have no obligation) to make a Further Offer. Any Further Offer shall be made in respect of up to such number of Shares as represents the balance of those which are the subject of the Partial Offer and any previous Further Offer but not validly assented to such offer(s) and subject to any changes as Marwyn may determine (including as to the scaling back of acceptances and as to duration or price) and shall be on otherwise equivalent terms to the Partial Offer. If a Further Offer is made, an announcement of the Further Offer and its terms will be made by Marwyn only by means of an RIS. In no circumstances will Marwyn be required to acquire more than 15,150,000 Shares.

(b) The terms of the Partial Offer shall apply mutatis mutandis in respect of any Further Offer.

General

The terms, provisions, instructions and authorities contained in or deemed to be incorporated in the Form of Acceptance constitute part of the terms of the Partial Offer. Words and expressions defined in this document have the same meaning when used in the Form of Acceptance unless the context requires otherwise. The provisions of this Appendix shall be deemed to be incorporated and form part of the Form of Acceptance.

Any omission or failure to despatch this document, the Form of Acceptance (in relation to Shares held in certificated form) or any other document relating to the Partial Offer and/or notice required to be despatched under the terms of the Partial Offer to, or any failure to receive the same by, any person to whom the Partial Offer is, or should be, made shall not invalidate the Partial Offer in any way or create any implication that the Partial Offer has not been made to any such person.

All questions as to the number of Shares assented and the validity, form, eligibility (including the time of receipt) and acceptance for payment of any Shares assented will be determined by Marwyn or its agents in their sole discretion, which determination shall be final and binding on all parties except as otherwise required under applicable law. Marwyn and its agents reserve the absolute right to reject (and to require Capita Registrars to reject) any or all acceptances it determines not to be in proper form or the acceptance of payment for which may, in the opinion of Marwyn or its agents, be unlawful.

Notwithstanding any other provision of this Appendix III, Marwyn and its agents reserve the right to treat as valid in whole or in part any acceptance of the Partial Offer if received by Capita Registrars or otherwise on behalf of Marwyn which is not entirely in order or in correct form or which is not accompanied by (as applicable) the relevant share certificate(s) and/or other relevant document(s) or the relevant TTE instruction or is received by it at any place or places or in any form or manner determined by either Capita Registrars or Marwyn otherwise than as set out in this document or in the Form of Acceptance. In that event, no payment of cash under the Partial Offer will be made until after the acceptance is entirely in order and (as applicable) the relevant transfer to escrow has settled or the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to Marwyn have been received by Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, UK, BR3 4TU.

All powers of attorney, appointments of agents and authorities on the terms conferred by or referred to in this Appendix III or in the Form of Acceptance are given by way of security for the performance of the obligations of the Shareholder and are irrevocable (in respect of powers of attorney in accordance with section 4 of the Powers of Attorney Act 1971).

All communications, notices, certificates, documents of title and remittances to be delivered by or sent to or from Shareholders (or their designated agents) will be delivered by or sent to or from them (or their designated agent(s)) at their own risk.

In relation to any Electronic Acceptance, Marwyn reserves the right to make such alterations, additions or modifications to the terms of the Partial Offer as may be necessary or desirable to give effect to any purported acceptance of the Partial Offer, whether in order to comply with the facilities or requirements of CREST, or otherwise.

For the purposes of this document, the time of receipt of a TTE instruction, an ESA instruction or an Electronic Acceptance shall be the time at which the relevant instruction settles in CREST.

In relation to any calculation involving numbers or percentages of Shares, Marwyn may, in its absolute discretion, round up or round down any number of Shares which is not a whole number to the nearest whole number.

Marwyn shall not acquire any interest in Shares assented to the Partial Offer or any Further Offer until such offer becomes wholly unconditional in accordance with its terms.

Marwyn may (but shall not be obliged to) revise the Partial Offer or any Further Offer (either in its terms and conditions or the offer price, provided that the offer price shall not be revised downwards).

6. Overseas Shareholders

(a) It is the responsibility of any Overseas Shareholder wishing to accept the Partial Offer to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Partial Offer, including obtaining any governmental, exchange control or other consents which may be required or the compliance with other necessary formalities needing to be observed and the payment of any issue, transfer or other taxes or duties or other requisite payments due in that jurisdiction. Any such Overseas Shareholder shall be responsible for any such issue, transfer or other taxes or duties or other payments by whomsoever payable and Marwyn and its agents (and any person acting on behalf of any of them) shall be fully indemnified and held harmless by such overseas shareholders for any such issue, transfer or other taxes or duties or other payments which Marwyn or its agents (and any person acting on behalf of them) may be required to pay.

(b) The provisions of this paragraph 6 and/or any other terms of the Partial Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by Marwyn in its sole discretion. Subject to this discretion, the provisions of this paragraph 6 supersede any terms of the Partial Offer inconsistent with them. References in this paragraph 6 to a Shareholder shall include the person or persons making an Electronic Acceptance (in respect of Shares represented by Depositary Interests) and the person or persons executing a Form of Acceptance (in respect of Shares held in certificated form) and, in the event of more than one person executing the Form of Acceptance, the provisions of this paragraph 6 apply to them jointly and severally.

(c) Subject to the provisions of this paragraph 6 and applicable laws, a Shareholder may be deemed NOT to have accepted the Partial Offer if:

he completes Box 4 of the Form of Acceptance with an address in the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction or has a registered address in the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction and in any such case does not insert in Box 4 of the Form of Acceptance the name and address of a person or agent outside the United States, Australia, Canada, Japan, the Republic of South Africa or other Restricted Jurisdiction to whom he wishes the consideration to which he is entitled under the Partial Offer to be sent;

he inserts in Box 4 of the Form of Acceptance the name and address of a person or agent in the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction to whom he wishes the consideration to which he is entitled under the Partial Offer to be sent;

in any case, the Form of Acceptance received from him is in an envelope postmarked in, or which otherwise appears to Marwyn or its agents to have been sent from, the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction; or

he makes a Restricted Escrow Transfer pursuant to paragraph (d) below unless he also makes a related Restricted ESA instruction which is accepted by Capita Registrars.

Marwyn reserves the right, in its sole discretion, to investigate, in relation to any acceptance, whether the representations and warranties set out in paragraph (b) of Part B or (as the case may be) Part C of this Appendix III could have been truthfully given by the relevant Shareholder and, if such investigation is made and as a result Marwyn determines (for any reason) that such representations and warranties could not have been so given, such acceptance may be rejected as invalid.

(d) If a holder of an interest in Shares as Depositary Interests is unable to give the representations and warranties set out in paragraph (b) of Part C of this Appendix III, but nevertheless can provide evidence satisfactory to Marwyn that he is able to accept the Partial Offer in compliance with all relevant legal and regulatory requirements, he may purport to accept the Partial Offer by sending (or if a CREST sponsored member, procuring that his CREST sponsor sends) both (1) a TTE instruction to the designated escrow balance detailed below (a 'Restricted Escrow Transfer') and (2) one or more valid ESA instructions (a 'Restricted ESA instruction'). Such purported acceptance will not be treated as a valid acceptance unless both the Restricted Escrow Transfer and the Restricted ESA instruction(s) settle in CREST and Marwyn decides, in its absolute discretion, to exercise its right described in paragraph 6(b) of Part A of this Appendix III to waive, vary or modify the terms of the Partial Offer relating to Overseas Shareholders, to the extent required to permit such acceptance to be made, in each case during the acceptance period set out in paragraph 2 of Part A of this Appendix III. If Marwyn accordingly decides to permit such acceptance to be made, Capita Registrars will on behalf of Marwyn accept the purported acceptance as an Electronic Acceptance on the terms of this document (as so waived, varied or modified) by transmitting in CREST a receiving agent accept (AEAN) message. Otherwise, Capita Registrars will on behalf of Marwyn reject the purported acceptance by transmitting in CREST a receiving agent reject (AEAD) message.

Each Restricted Escrow Transfer must, in order for it to be valid and to settle, include the following details:

the ISIN for the Shares (this is KYG5897M1096);

the number of Shares in respect of which the Partial Offer is to be accepted;

the member account ID;

the participant ID of the Shareholder;

the participant ID of the Escrow Agent (this is RA10)

the member account ID specific to a Restricted Escrow Transfer (this is RESTRICT);

the intended settlement date;

the corporate action number for the Partial Offer which will be allocated by EUROCLEAR and can be found by reviewing the relevant corporate action details in CREST;

input with the standard delivery instruction priority of 80; and

the contact name and telephone number inserted on the shares note field.

Each Restricted ESA instruction must, in order for it to be valid and to settle, include the following details:

the ISIN for the Shares (this is KYG5897M1096);

the number of Shares relevant to that Restricted ESA instruction;

the member account ID;

the participant ID of the accepting Shareholder;

the member account ID;

the participant ID of the Escrow Agent set out in the Restricted Escrow Transfer;

the member account ID of the Escrow Agent relevant to the form of consideration required (this is MARMAR01);

the transaction reference number of the Restricted Escrow Transfer to which the Restricted ESA instruction relates;

the intended settlement date; and

the corporate action number for the Partial Offer.

Part B: Form of Acceptance for Shares in Certificated Form

Each Shareholder by whom, or on whose behalf, a Form of Acceptance is executed and lodged with Capita Registrars, irrevocably undertakes, represents, warrants and agrees to and with Marwyn, its agents and Capita Registrars (so as to bind him, his personal or legal representatives, heirs, successors and assigns):

(a) that the execution of a Form of Acceptance shall constitute:

an acceptance of the Partial Offer in respect of the number of Shares in certificated form inserted or deemed to be inserted in Box 2 of the Form of Acceptance; and

an undertaking to execute any further documents, take any further action and give any further assurances which may be required to enable Marwyn to obtain the full benefit of this Part B and/or to perfect any of the authorities expressed to be given hereunder and otherwise in connection with his acceptance of the Partial Offer, in each case on and subject to the terms and conditions set out or referred to in this document and that each such acceptance shall be irrevocable provided that (i) if no Boxes are completed; or (ii) the total number of Shares inserted in Box 2 is greater than the number of Shares in certificated form comprised in the acceptance; or (iii) the acceptance is otherwise completed incorrectly, but the Form of Acceptance is signed, it will be deemed to be an acceptance of the Partial Offer in respect of all Shares in certificated form comprised in the acceptance;

(b) that such Shareholder:

has not received or sent copies or originals of this document, the Form of Acceptance or any related documents in, into or from the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction;

has not, in connection with the Partial Offer or the execution or delivery of the Form of Acceptance, utilised, directly or indirectly, the mails of, or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction;

is accepting the Partial Offer from outside the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction and was outside such jurisdictions when the Form of Acceptance was delivered;

is not an agent or fiduciary acting on a non-discretionary basis for a principal, unless such agent or fiduciary is an authorised employee of such principal or such principal has given any instructions with respect to the Partial Offer from outside the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction;

if he is a US person, or is acting on behalf of, a US person, he or that US person, as the case may be, is outside the United States within the meaning of Regulation S under the US Securities Act; and

if such Shareholder is a citizen, resident or national of a jurisdiction outside the United Kingdom, he has observed the laws and regulatory requirements of the relevant jurisdiction in connection with the Partial Offer, obtained all requisite governmental, exchange control or other consents, complied with all other necessary formalities and paid any issue, transfer or other taxes or duties or other requisite payments due in any such jurisdiction in connection with such acceptance and that he has not taken or omitted to take any action that will or may result in Marwyn, its agents or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Partial Offer or his acceptance of the Partial Offer.

(c) that, in relation to Shares in certificated form, the execution of the Form of Acceptance and its delivery constitutes (subject to the Partial Offer becoming unconditional in all respects) the irrevocable appointment of any directors of, or any person authorised by, Marwyn or its advisers as his agent and/or attorney with an irrevocable instruction and authorisation to such attorney to:

complete and execute all or any form(s) of transfer, renunciation and/or other documents at the discretion of such attorney in relation to the Shares comprised in the acceptance in favour of Marwyn or such other persons as Marwyn or its agents may direct;

deliver any form(s) of transfer, renunciation and/or other document(s) at the discretion of such attorney together with any share certificate or other document(s) of title for registration relating to such Shares within six months of the Partial Offer becoming unconditional in all respects; and

take any other action as may in the opinion of such attorney be necessary or expedient for the purposes of, or in connection with, the acceptance of the Partial Offer and to vest in Marwyn (or its nominees) the full legal and beneficial ownership of Shares in certificated form comprised in the acceptance;

(d) that, in relation to Shares in certificated form, the execution of the Form of Acceptance and its delivery constitutes (subject to the Partial Offer becoming unconditional in all respects in accordance with its terms) an irrevocable instruction and authorisation:

to MVI or its agents to procure the registration of the transfer of the Shares in certificated form comprised in the acceptance and the delivery of the share certificate(s) and other document(s) of title in respect of the Shares to Marwyn or as it may direct; and

to Marwyn, its advisers or their respective agents to procure the issue and despatch by post of a cheque in respect of any cash consideration to which such Shareholder is entitled under the Partial Offer at such shareholder's risk to the person or agent whose name and address is set out in Box 4 of the Form of Acceptance or, if none is set out, to the first-named holder at his registered address outside the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction;

(e) that, subject to the Partial Offer becoming unconditional in all respects (or if the Partial Offer would become unconditional in all respects or lapse on the outcome of the resolution in question) and pending registration in the name of Marwyn or as it may direct:

(i) Marwyn or its agents shall be authorised to direct the exercise of any votes and any or all other rights and privileges (including the right to requisition the convening of a general or separate class meeting of MVI) attaching to the Shares in certificated form comprised or deemed to be comprised in such acceptance;

(ii) the execution of a Form of Acceptance by a Shareholder shall constitute with regard to such Shares in certificated form comprised in the acceptance:

an authority to MVI or its agents to send any notice, circular, warrant or other document or communication which may be required to be sent to him as a member of MVI to Marwyn, care of Capita Registrars;

an irrevocable authority to any director of, or person authorised by Marwyn, its advisers or their respective agents to sign any document and do such things as may, in the opinion of that agent and/or attorney, seem necessary or desirable in connection with the exercise of any votes or other rights or privileges attaching to the Shares held by him in certificated form (including, without limitation, signing any consent to short notice of a general or separate class meeting as his agent and/or attorney and on his behalf and executing a form of proxy appointing any person nominated by Marwyn to attend general and separate class meetings of MVI and attending any such meeting and exercising the votes attaching to the Shares comprised or deemed to be comprised in such acceptance on his behalf, where relevant such votes to be cast so far as possible to satisfy any outstanding condition of the Partial Offer); and

(C) the agreement of such Shareholder not to exercise any such rights without the consent of Marwyn and the irrevocable undertaking not to appoint a proxy for or to attend such general or separate class meeting of MVI;

that he will deliver to Capita Registrars, or procure the delivery to Capita Registrars of, his valid certificate(s) or other document(s) of title in respect of those Shares in certificated form comprised in the acceptance or an indemnity acceptable to Marwyn, as soon as possible, and in any event within one month of the Partial Offer becoming unconditional in all respects;

that he will ratify each and every act or thing which may be done or effected by Marwyn or Capita Registrars or any of their respective directors or agents or by MVI or its agents, as the case may be, in the exercise of any of the powers and/or authorities under this Part B;

that, if any provision of Part A or Part B of this Appendix III shall be unenforceable or invalid or shall not operate so as to afford Marwyn or Capita Registrars or any of their respective directors, agents or persons authorised by them or MVI or any of its agents the benefit of the authority expressed to be given therein, he will, with all practicable speed, do all such acts and things and execute all such documents that may be required or desirable to enable Marwyn and/or Capita Registrars and any of their respective directors, agents or persons authorised by them or MVI or any of its agents to secure the full benefit of Part A or Part B of this Appendix III;

that he is irrevocably and unconditionally entitled to sell and transfer the beneficial ownership of the Shares comprised or deemed to be comprised in such acceptance and that such shares are sold fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and other interests of any nature whatsoever and together with all rights attaching to them including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made on or after the date of this document; and

that the Form of Acceptance shall be deemed to be delivered on the date of its execution and shall take effect as a deed on such date.

A reference in this Part B to a Shareholder includes a reference to the person or persons executing the Form of Acceptance and, in the event of more than one person executing a Form of Acceptance, the provisions of this Part B will apply to them jointly and to each of them.

Part C: Electronic Acceptance

For the purpose of this Part C, the phrase 'Shares in uncertificated form comprised in the acceptance' shall mean the number of Shares represented by Depositary Interests which are transferred by the relevant person(s) by Electronic Acceptance to an escrow account by means of a TTE instruction.

Without prejudice to the provisions of Part A of this Appendix III, each Shareholder by whom, or on whose behalf, an Electronic Acceptance is made (subject to the rights of withdrawal set out in this document), irrevocably undertakes, represents, warrants and agrees to and with Marwyn and Capita Registrars (so as to bind him, his personal or legal representatives, heirs, successors and assigns):

(a) that the Electronic Acceptance shall constitute:

an acceptance of the Partial Offer in respect of the number of Shares in uncertificated form to which the Partial Offer TTE instruction relates once received and completed by Capita Registrars;

an undertaking to execute any documents, take any further action and give any further assurances which may be required to enable Marwyn to obtain the full benefit of this Part C and/or to perfect any of the authorities expressed to be given hereunder and otherwise in connection with his acceptance of the Partial Offer, in each case on and subject to the terms and conditions set out or referred to in this document and that each such acceptance shall be irrevocable;

(b) that such Shareholder:

has not received or sent copies or originals of this document, the Form of Acceptance or any related documents in, into or from the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction;

has not otherwise utilised in connection with the Partial Offer, directly or indirectly, the mails of, or any means or instrumentality (including, without limitation, facsimile, e-mail, TTE instruction or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction;

is transmitting an instruction to accept the Partial Offer from outside the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction and was outside those jurisdictions at the time of the input and settlement of the relevant TTE instruction(s);

in respect of the Shares to which an Electronic Acceptance relates, is not an agent or fiduciary acting on a non-discretionary basis for a principal, unless such agent or fiduciary is an authorised employee of such principal or such principal has given any instructions with respect to the Partial Offer from outside the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction;

if he is a US person, or is acting on behalf of, a US person, he or that US person, as the case may be, is outside the United States within the meaning of Regulation S under the US Securities Act; and

if such Shareholder is a citizen, resident or national of a jurisdiction outside the United Kingdom, he has observed the laws and regulatory requirements of the relevant jurisdiction in connection with the Partial Offer, obtained all requisite governmental, exchange control or other consents, complied with all other necessary formalities and paid any issue, transfer or other taxes or duties or other requisite payments due in any such jurisdiction in connection with such acceptance and that he has not taken or omitted to take any action that will or may result in Marwyn or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Partial Offer or his acceptance of the Partial Offer;

(c) that the Electronic Acceptance constitutes, subject to the Partial Offer becoming unconditional in all respects in accordance with its terms and to the relevant Shareholder not having validly withdrawn his acceptance, the irrevocable appointment of Marwyn or its agents as such shareholder's attorney and an irrevocable instruction to the attorney to do all such acts and things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the acceptance of the Partial Offer and to vest in Marwyn (or its nominees) the full legal and beneficial ownership of Shares in uncertificated form comprised in the acceptance;

(d) that the Electronic Acceptance constitutes the irrevocable appointment of Capita Registrars as the accepting Shareholder's escrow agent with an irrevocable instruction and authorisation:

subject to the Partial Offer becoming unconditional in all respects in accordance with its terms, to transfer to Marwyn (or to such other person or persons as Marwyn or its agents may direct) by means of CREST all or any of the Shares in uncertificated form which are the subject of a TTE instruction in respect of that Electronic Acceptance; and

if the Partial Offer does not become unconditional in all respects, to give instructions to Euroclear immediately after the Partial Offer lapses to transfer all such Shares to the original balance of the accepting Shareholder;

(e) that the Electronic Acceptance constitutes (subject to the Partial Offer becoming unconditional in all respects in accordance with its terms) an irrevocable instruction and authorisation, subject to the provisions of paragraph 6 of Part A of this Appendix III, to Marwyn or its agents to procure the making of a CREST payment obligation in favour of Shareholder's payment bank in accordance with the CREST payment arrangements in respect of any cash consideration to which such shareholder is entitled under the Partial Offer provided that Marwyn may (if, for any reason, it wishes to do so) determine that all or any part of such cash consideration shall be paid by cheque (despatched by post), provided that in the case of a Shareholder whose registered address is in the United States or any other Restricted Jurisdiction such cheques shall be despatched to the first-named holder at an address outside the United States, Australia, Canada, Japan, the Republic of South Africa or other Restricted Jurisdiction stipulated by such holder or as otherwise determined by Marwyn;

(f) that, subject to the Partial Offer becoming unconditional in all respects (or if the Partial Offer would become unconditional in all respects or lapse on the outcome of the resolution in question) and pending registration in the name of Marwyn or as it may direct:

(i) Marwyn or its agents shall be authorised to direct the exercise of any votes and any or all other rights and privileges (including the right to requisition the convening of a general or separate class meeting of MVI) attaching to the Shares in uncertificated form comprised or deemed to be comprised in the acceptance;

(ii) an Electronic Acceptance by a Shareholder shall constitute with regard to such Shares in uncertificated form comprised in the acceptance:

an authority to MVI or its agents to send any notice, circular, warrant or other document or communication which may be required to be sent to him as a member of MVI (including any share certificate(s) or other document(s) of title issued as a result of a conversion of such Shares into certificated form) to Marwyn, care of Capita Registrars;

an irrevocable authority to any directors of, or person authorised by Marwyn or its agents to sign any document and do such things as may, in the opinion of that agent and/or attorney, seem necessary or desirable in connection with the exercise of any votes or other rights or privileges attaching to the Shares held by him (including, without limitation, signing any consent to short notice of a general or separate class meeting as his attorney and on his behalf and executing a form of proxy appointing any person nominated by Marwyn to attend general and separate class meetings of MVI and attending any such meeting and exercising the votes attaching to the Shares in uncertificated form comprised or deemed to be comprised in the acceptance on his behalf, where relevant such votes to be cast so far as possible to satisfy any outstanding condition to the Partial Offer); and

(C) the agreement of such Shareholder not to exercise any such rights without the consent of Marwyn and the irrevocable undertaking not to appoint a proxy for or to attend such general or separate class meeting of MVI;

that if, for any reason, any Shares in respect of which a TTE instruction has been effected in accordance with Appendix II of this document are converted to certificated form, he will immediately deliver, or procure the immediate delivery of the share certificate(s) or other document(s) of title in respect of all such Shares that are so converted to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, UK, BR3 4TU or to Marwyn at its registered office or as Marwyn or its agents may direct; and he shall be deemed upon conversion to undertake, represent, warrant and agree in the terms set out in Part B of this Appendix III in relation to such Shares without prejudice to the application of this Part C so far as Marwyn deems appropriate;

that the creation of a CREST payment obligation in favour of his payment bank in accordance with the CREST payment arrangements as referred to in paragraph (e) of this Part C will, to the extent of the obligation so created, discharge in full any obligation of Marwyn or its agents to pay to him the cash consideration to which he is entitled under the Partial Offer;

that he will do all such acts and things as shall, in the opinion of Marwyn, be necessary or expedient to vest in Marwyn or its nominee(s) the Shares in uncertificated form comprised or deemed to be comprised in the acceptance and to enable Capita Registrars to perform its function as Escrow Agent for the purposes of the Partial Offer;

that he will ratify each and every act or thing which may be done or effected by Marwyn or Capita Registrars or any of their respective directors or agents or by MVI or its agents, as the case may be, in the exercise of any of the powers and/or authorities under this Part C;

that, if any provision of Part A or Part C of this Appendix III shall be unenforceable or invalid or shall not operate so as to afford Marwyn or Capita Registrars or any of their respective directors, agents or persons authorised by them, or the MVI or any of its agents the benefit of the authority expressed to be given therein, he will, with all practicable speed, do all such acts and things and execute all such documents that may be required or desirable to enable Marwyn and/or Capita Registrars and any of their respective directors, agents or persons authorised by them or MVI or any of its agents to secure the full benefit of Part A or Part C of this Appendix III;

that he is irrevocably and unconditionally entitled to sell and transfer the beneficial ownership of the Shares comprised or deemed to be comprised in such acceptance and that such shares are sold fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and other interests of any nature whatsoever and together with all rights attaching to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made on or after the date of this document; and

that, by virtue of Regulation 43 of the CREST Regulations, the making of an Electronic Acceptance constitutes an irrevocable power of attorney by the CREST member accepting the Partial Offer in the terms of all the powers and authorities expressed to be given in this Appendix III to Marwyn or Capita Registrars or any of their respective directors or agents or Entertainment One or its agents set out in this 

A reference in this Part C to a Shareholder includes a reference to the person or persons making an Electronic Acceptance.

APPENDIX IV 

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

'Australia'	the commonwealth of Australia, its territories and possessions and all areas subject to its jurisdiction and all political sub-divisions thereof
'Business Day'	a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business
'Capita Registrars' or 'Registrars'	a trading name of Capita Registrars Limited
'Cenkos Securities'	Cenkos Securities plc, a limited liability company incorporated in England with registered number 5210733 and whose registered address is 6, 7, 8 Tokenhouse Yard, London EC2R 7AS
'certificated' or 'certificated form'	in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST)
'Closing Date'	1.00 p.m. on 5 October 2009 (or such later date and time as Marwyn may have notified by prior announcement) in accordance with paragraph 2 of Part A of Appendix III
'CREST'	the system for the paperless settlement of trades in securities and the holding of uncertificated securities generated by Euroclear in accordance with the CREST Regulations
'CREST member'	a person who is, in relation to CREST, a system member (as defined in the CREST Regulations)
'CREST participant'	person who is, in relation to CREST, a system participant (as defined in the CREST Regulations)
'CREST payment'	has the meaning given in the CREST manual issued by Euroclear
'CREST Regulations'	the Uncertificated Securities Regulations 2001 as amended from time to time
'CREST sponsor'	a person who is, in relation to CREST, a sponsoring system participant (as defined in the CREST Regulations)
'CREST sponsored member'	a CREST member admitted to CREST as a sponsored member under the sponsorship of a CREST sponsor
'Depositary Interest'	a depositary interest issued by Capita IRG Trustees Limited in the ratio of one interest to one Share in MVI and recorded on the depositary interest register maintained by Capita Registrars IRG Limited
'Electronic Acceptance'	an electronic instruction to accept by means of the inputting and settling of a TTE instruction which constitutes or is deemed to constitute an instruction to Capita IRG Trustees Limited to accept the Partial Offer on behalf of the holder of the Depositary Interests on the terms set out in this document
'ESA instruction'	an Escrow Account Adjustment Input (AESN), transaction type 'ESA' (as described in the CREST manual issued by Euroclear)
'Escrow Agent'	Capita Registrars in its capacity as escrow agent (as described in the CREST Manual issued by Euroclear)
'Euroclear'	Euroclear UK & Ireland Limited
'Form of Acceptance'	the Form of Acceptance for use by Shareholders in connection with the Partial Offer
'Further Offer'	any subsequent offer by Marwyn to Shareholders who have not, at the time of Closing Date of the Partial Offer or any previous Further Offer (as the case may be), assented their entire holding of Shares pursuant to the Partial Offer and/or such Further Offer(s) to acquire Shares
'London Stock Exchange'	London Stock Exchange plc
'Marwyn'	Marwyn Neptune Fund L.P., an exempted limited partnership registered in the Cayman Islands with registered number 16543 and whose registered address is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
'MVI'	Marwyn Value Investors Limited, a company incorporated in the Cayman Islands with registered number 45443 and whose registered address is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
'member account ID'	the identification code or number attached to any member account in CREST
'Overseas Shareholders'	Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom
'Partial Offer'	the recommended partial cash offer made by Marwyn to acquire up to 15,150,000 Shares (or such lesser number of Shares as Marwyn may, in its sole discretion, decide) on the terms and subject to the conditions set out in this document and the Form of Acceptance including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer
'Partial Offer Price'	the price per share of the Partial Offer set out in paragraph 2 of the letter from Marwyn of which this Appendix IV forms a part
'Partial Offer Record Date'	the close of business on the Business Day immediately preceding the date on which the Partial Offer becomes unconditional as to acceptances
'Partial Offer TTE instruction'	a Transfer to Escrow instruction (as described in the CREST manual issued by Euroclear) in relation to Shares in uncertificated form meeting the requirements set out in paragraph 1.3 of Appendix II of this document
'participant ID'	the identification code or membership number used in CREST to identify a CREST member or other CREST participant
'Regulatory Information Service or 'RIS''	any of the services set out in Appendix 3 to the Listing Rules made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000
'Restricted ESA Transfer'	has the meaning given in paragraph 6(d) of Part A of Appendix III
'Restricted Escrow Transfer'	has the meaning given in paragraph 6(d) of Part A of Appendix III
'Restricted Jurisdiction'	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Partial Offer is sent or made available to Shareholders in that jurisdiction
'Shareholders'	in the case of Shares held in certificated form, the holders of Shares who are entered on the register of members of MVI or, as the context permits, holders of Shares represented by Depositary Interests, the holders of Depositary Interests who are entered on the depositary interest register maintained by or on behalf of MVI, in each case at or before the Partial Offer Record Date and who remain on the respective register at the Partial Offer Record Date
'Shares'	ordinary shares of 0.0001p each in the capital of MVI not designated with a class demarcation
'TFE instruction'	a Transfer from Escrow instruction (as described in the CREST Manual issued by Euroclear)
'TTE instruction'	A Partial Offer TTE instruction or other Transfer to Escrow instruction (as described in the CREST Manual issued by Euroclear) (as the context requires)
'UK' or 'United Kingdom'	United Kingdom of Great Britain and Northern Ireland
'uncertificated' or 'in uncertificated form'	a depositary interest, a share or other security title to which is recorded in the relevant register of the depositary interest, share or security as being held in uncertificated form, in CREST, and title to which, by virtue of the CREST Regulations may be transferred by means of CREST
'United States' or 'US'	the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia and all other areas subject to its jurisdiction
'US Person'	A US person as defined in Regulation S under the US Securities Act
'US Securities Act'	the US Securities Act of 1933, as amended and the rules and regulations promulgated thereunder
'Warrantholders'	holders of warrants issued pursuant to the warrant instrument executed by MVI dated 11 April 2008 as amended by the supplemental deed dated 7 July 2009

All times referred to are London time unless otherwise stated.

£, pence and penny means Pounds Sterling and Pence, the lawful currency of the United Kingdom.

 

END

 

 

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