Completion of Zegona Tender Offer

RNS Number : 4316O

Marwyn Value Investors Limited

08 October 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

LEI: 213800L5751QTTVEA774

8 October 2021

Marwyn Value Investors Limited (the "Company" or "MVIL")

Completion of Zegona Tender Offer

Further to the Company's announcement on 7 September 2021, Zegona Communications plc ("Zegona") has confirmed the results of its tender offer at a price of £1.535 per Zegona ordinary share.

The Marwyn Funds¹ have successfully tendered 98.2% of their Zegona shareholding, generating proceeds of £45.4 million attributable to the Company's ordinary shares (representing £0.813 per ordinary share) and £6.7 million attributable to the Company's realisation shares (representing £1.815 per realisation share). Receipt of the proceeds is expected by 14 October 2021. The Company has already made returns to shareholders significantly in excess of the 50% of net capital gains as set out in the Ordinary Share Distribution Policy and therefore no cash return is due to ordinary shareholders from the Zegona tender offer. The proceeds will be used to:

(i)  support the Group's current dividend policy; currently 9.06p per Ordinary Share per annum split into four equal quarterly payments; and

(ii)       t o support the existing portfolio of Marwyn acquisition vehicles (AdvancedAdvt, Marwyn Acquisition Company, Marwyn Acquisition Company II and Marwyn Acquisition Company III) and Silvercloud Holdings.

Completion of the tender offer represents a 1.4x cash multiple and 8.1% IRR for the Marwyn Funds over the life of our investment to date, valuing the residual holding in Zegona at the same value as the tender offer price.

Following completion of the tender offer, Zegona will retain sufficient capital to continue to execute its original 'Buy-fix-sell' strategy in the European TMT sector. Zegona's directors intend for the company to invest in one or more strategically sound businesses that require active change to realise full value, creating long-term returns through fundamental business improvements, with a focus on network-based communications and entertainment.

Mark Brangstrup Watts, Managing Partner of Marwyn Investment Management LLP, commented: "The sale of Euskaltel represents completion of Zegona's 'Buy-fix-sell' strategy in Spain. The offer by Masmovil to acquire Euskaltel pays testament to the success of their strategy over the last 6 years.  We would like to thank Eamonn, Robert and the Zegona and Euskaltel management teams for their continued hard work and commitment over this time ."

Robert Ware, MVIL Chairman, commented: "The exit of the investment in Zegona further demonstrates the ability of the Manager's strategy to deliver shareholder value, with the proceeds received providing the capital to support the next phase of management-led acquisition companies as the Manager continues to progress a strong pipeline of management partners and target opportunities."

Realisation shares

The £6.7m attributable to the Company's realisation shareholders will be paid to realisation shareholders (net of any crystallised incentive allocation) in due course following receipt. A further announcement will be made to inform realisation shareholders of the process by which such capital shall be returned to them.

¹ The Marwyn Funds comprise the Company, Marwyn Value Investors LP (the "Master Fund"), Marwyn Value Investors II LP and MVI II Co-Invest LP.

Company enquiries

Company Secretary - Aztec Financial Services (Jersey) Limited

Katrina Boult / Jenny Keen

Telephone: [phone]

Kam Bansil - Investor Relations

Telephone: [phone]

Corporate Broker

Liberum Capital Limited

Chris Clarke / Owen Matthews

Telephone: [phone]

Marwyn Value Investors Limited   is a closed-ended investment company on the London Stock Exchange Specialist Fund Segment - a fully regulated market for professional, institutional and sophisticated investors. Current investments through its underlying funds include AdvancedAdvT Limited, Marwyn Acquisition Company plc, Marwyn Acquisition Company II Limited, Marwyn Acquisition Company III Limited and the operating business of Le Chameau.

For further information see http://www.marwynvalue.com .  Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "expects", "believes", "estimates", "envisages", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the Listing Rules, Prospectus Rules, the Disclosure Guidance and Transparency Rules or other applicable legislation or regulation, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

 

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