Proposed fund reorganisation
MARWYN VALUE INVESTORS LIMITED (the 'Company')
Proposed fund reorganisation including proposed Migration to the Cayman Islands, adoption of New Memorandum and New Articles and Notice of Meetings
1. Introduction
Marwyn Value Investors Limited announces today that the Board is seeking Shareholder approval to implement the following proposals:
- amendments to the investment policy of the Master Fund and new incentive arrangements for the Manager;
- the migration of the Company from Guernsey to the Cayman Islands;
-.. the sub-division of each Ordinary Share into one Ordinary Share of 0.0001p each and one Deferred Share of 9.9999p each and the sub-division of each authorised but unissued Ordinary Share into 50,000 Ordinary Shares of 0.0001p each and 50,000 Exchange Shares of 0.0001p;
- ..the adoption of the New Memorandum and New Articles that conform to Cayman Islands law, amend the rights attaching to the Ordinary Shares to allow investors (a) to exchange their holdings in Ordinary Shares into Exchange Shares and a direct holding in the Master Fund or a direct holding in an unlisted company (the Unlisted Fund) which will have a direct holding in the Master Fund, and (b) to convert such Exchange Shares and holding in the Master Fund or the Unlisted Fund back to Ordinary Shares, and permit the issue of new classes of ordinary shares and exchange shares; and
- consequential amendments to the Warrant Instrument.
The Proposals are conditional on Shareholders approving the Resolution at the EGM, the Warrantholders approving the Warrantholder Resolution at the Warrantholder Meeting and the relevant consents and confirmations for the Migration being granted by the relevant authorities in Guernsey and the Cayman Islands.
It is expected that a Circular will be dispatched to Shareholders and Warrantholders today (the 'Circular'), the purpose of which will be: to provide Shareholders and Warrantholders with information regarding the Proposals, to explain why the Board considers that the Proposals are in the best interests of the Company, the Shareholders and Warrantholders as a whole and why the Independent Directors recommend that Shareholders and Warrantholders vote in favour of the resolutions to be proposed at the Meetings.
Notice of the EGM and Warrantholders Meeting will be included in the Circular. The EGM and the Warrantholders Meeting will be convened on 27 April 2009.
2. The Exchange Procedure
The Exchange Procedure has been designed to enable investors to move from an investment in a closed-ended listed investment company (the Company) to a direct investment in the Master Fund or an unlisted company (which has a direct investment in the Master Fund) and back so that, subject to receiving the consent of the General Partner (or any person to whom it delegates such discretion), they
may choose at any time how their investment is held.
The Exchange Shares are a security of the Company created to facilitate the Exchange Procedure. Each Ordinary Share converts into one Exchange Share and vice versa. Investors wishing to use the Exchange Procedure will be able to do so only on Exchange Dates notified by the Company in an announcement via a Regulatory Information Services Provider. The Company currently expects that there will be monthly Exchange Dates.
To permit the Exchange Procedure, the Company is seeking to amend the rights attaching to the Ordinary Shares to allow Shareholders who can give the relevant representations and warranties to exchange their holding of Ordinary Shares into: (i) unlisted Exchange Shares and (ii) either (a) a direct interest in the Master Fund with a NAV equal to the NAV of such Ordinary Shares or (b) ordinary shares in the Unlisted Fund with a NAV equal to the NAV of such Ordinary Shares. The Unlisted Fund will only hold a direct interest in the Master Fund. Shareholders will also be able to exchange their Exchange Shares and direct interests in the Master Fund or ordinary shares in the Unlisted Fund back into Ordinary Shares. Any Exchange will be at the discretion of the General Partner (or any person to whom it delegates such discretion). The General Partner intends to delegate such discretion to the Exchange Administrator. Only institutional Shareholders who are expected to have a direct or indirect interest in the Master Fund of at least £100,000 on an Exchange Date will be permitted to participate in the Exchange Procedure.
The New Articles to be adopted with effect from Migration will permit the Exchange Procedure. The New Articles will also, with effect from Migration, permit new classes of ordinary shares and exchange shares to be issued and to be exchanged pursuant to a similar exchange procedure.
No application is being made for the Exchange Shares to be admitted to trading on any securities exchange (including the SFM). The Exchange Shares can be held in uncertificated form through depositary interest arrangements to be established by the Company (as described in section 6 below).
Further details of the Exchange Procedure and the rights attaching to the Ordinary Shares, the Exchange Shares, the New Class F Interests and the ordinary shares in the Unlisted Fund will be included in the Circular.
3. Amendments to the investment policy of the Master Fund
Investment policy
The Master Fund's investment policy is to identify, support, invest in and work alongside experienced operational managers with strong and demonstrable track records for building and managing small and mid-cap UK and European businesses (under £1 billion), combining the optimal mix of private equity and public market disciplines to create investment value. The Investment Manager looks for minimum levels of operating profitability and cash generation together with a preference for sectors undergoing structural, cultural or regulatory change. The spectrum of opportunities within this category range from conventional regulated industries, including environmental services, water and utilities, financial services and insurance, to those sectors undergoing specific structural and cultural changes including leisure, gaming and food and beverages. Within all of these sectors, this climate of change creates commercial opportunities for management with proven track records to create significant investment returns as the remainder of the market continues to overlook these opportunities.
As at 31 March 2009 approximately 99.9 per cent. of the Company's assets were invested directly in Class A Interests in the Master Fund and approximately 88.3 per cent. of the assets attributable to the Class A Interests were invested in 9 companies (all of which are admitted to trading on AIM, a market operated by the London Stock Exchange) with the balance being in cash.
On the Migration Effective Date, it is proposed that the Company's current holding of Class A Interests in the Master Fund will be exchanged for New Class F Interests, which will generally have the same rights as the existing Class A Interests although they will be subject to the new incentive arrangements described in section 4 below.
Following discussions with the General Partner and given the limited available cash which is attributable to the Class A Interests in the Master Fund (and with effect from the Migration Effective Date, the New Class F Interests), the Directors and the Investment Manager believe that it is appropriate that no further investments (other than follow-on investments in the existing portfolio companies) are made using such cash and that the existing portfolio of investments attributable to the New Class F Interests is managed with a view to maximising the returns to investors (including the Company), by realising investments and making distributions to investors as realisations are made.
Distributions to Shareholders
The Company is seeking to provide value to holders of Ordinary Shares mainly through the capital growth of its interest in the Master Fund. It is not envisaged that any distributions will be made to holders of Ordinary Shares until the Master Fund makes a distribution in respect of the New Class F Interests. Following a distribution from the Master Fund in respect of New Class F Interests, the Directors will consider the most appropriate method of distributing the proceeds to holders of the Ordinary Shares. Distributions may take the form of dividends or the repurchase of Ordinary Shares (including by way of a tender offer to all Shareholders or by means of the compulsory repurchase of Ordinary Shares on a pro rata basis).
The Company has authority to make market purchases of up to 14.99 per cent. of its issued Ordinary Shares which is due to expire on the date of the Company's annual general meeting in 2009 or, if earlier, 11 October 2009. The New Articles will replace this authority and authorise the Company to make market purchases of up to 14.99 per cent. of the Ordinary Shares in issue on the Migration Effective Date up to 31 December 2010 (unless such authority is renewed prior to such time). A renewal of the authority to make market purchases of Ordinary Shares will be sought from holders of Ordinary Shares at the next annual general meeting of the Company and at subsequent meetings.
The New Articles will also authorise the Company to repurchase Ordinary Shares on a pro rata basis at a price no less than the most recently published NAV of an Ordinary Share without the consent of Shareholders. The Directors believe that the ability to compulsorily repurchase shares is a useful additional mechanism to facilitate distributions.
The Master Fund may also make market purchases of Ordinary Shares out of assets attributable to New Class F Interests, and will generally only do so if the Ordinary Shares are trading at a discount to the most recently published NAV of an Ordinary Share. Any decision to purchase Ordinary Shares will be at the sole discretion of the General Partner after consulting with the Investment Manager.
The General Partner (under the Exchange Procedure described in section 2 above) will exchange any Ordinary Shares acquired by it on behalf of the Master Fund into New Class F Interests on the next available Exchange Date whereupon such interests will be cancelled. The aggregate of the discount, if any, between the price for which the Ordinary Shares were acquired and the relevant NAV of an Ordinary Share at the date of such cancellation would accrue to the remaining investors in the New Class F Interests. The Master Fund has undertaken in the Framework and Exchange Agreement not to vote any Ordinary Shares which it holds from time to time.
The Company has undertaken in the Warrant Instrument not to make any adjustments to the terms of the Warrants that would cause the subscription price of an Ordinary Share to be reduced to an amount that is less than the nominal value of an Ordinary Share (currently 10p). In order to prevent the Company from potentially requiring Warrantholder consent to make capital distributions, it is proposed that, with effect from the Migration Effective Date, the nominal value of each Ordinary Share be reduced to 0.0001p by sub-dividing each Ordinary Share then in issue into one Ordinary Share of 0.0001p and one Deferred Share of 9.9999p and each authorised but unissued Ordinary Share of 10p be sub-divided into 50,000 Ordinary Shares of 0.0001p each and 50,000 Exchange Shares of 0.0001p each. The Deferred Shares will, in effect, be worthless and will at some stage be repurchased by the Company and cancelled.
Future fundraisings
The Company intends to raise further funds to invest in the Master Fund by issuing new classes of ordinary shares in the Company. The net proceeds of issue of each class of ordinary shares will be invested by the Company in a new class of limited partnership interests in the Master Fund. It is intended that new classes of ordinary shares will also be able to participate in a procedure similar to the Exchange Procedure and will therefore have corresponding classes of exchange shares.
Each new class of ordinary shares will not have any rights to dividends or returns from investments which are attributable to a different class of ordinary shares in the Company (including the Ordinary Shares). Existing holders of Ordinary Shares and Warrants will not have any pre-emption or other rights in respect of any issue of a new class of ordinary shares or a new class of exchange shares.
Ongoing expenses
In order to ensure that the net asset value of the Master Fund tracks the net asset value of the Ordinary Shares and the net asset value of the ordinary shares in the Unlisted Fund as closely as possible, the Master Fund has agreed to use assets attributable to the New Class F Interests to indemnify the Company and the Unlisted Fund against any liabilities including ongoing and annual expenses of the Company and the Unlisted Fund. In consideration for the Master Fund agreeing to meet all these liabilities, the Company will, on the Migration Effective Date, use all of the cash resources that are available to it at that time to acquire further New Class F Interests. Following this acquisition, the Company will not have any assets other than New Class F Interests. In order to provide the Company with sufficient cash, among other things, to make working capital statements required by law and regulations, the Master Fund has agreed to make a loan facility available to the Company of £250,000. Interest will be payable by the Company equal to the interest it receives (after withholding tax (if any)) on the borrowed money deposited in its bank account. The loan will be repaid by set-off on the date that all of the New Class F Interests are redeemed. The Company will enter into a loan agreement reflecting these proposals, that will take effect on Migration.
4. New incentive arrangements
As at 31 March 2009, the net asset value per Ordinary Share was 67.3p compared to the closing mid-market share price of an Ordinary Share of 13p representing a 80.7 per cent. discount.
In order to align the interests of the Manager with Shareholders and to incentivise the Manager to maximise the returns to investors (including the Company), by realising investments and making distributions to investors, the Directors intend to agree, subject to the Migration becoming effective, to enter into a new incentive arrangement between the Master Fund and the Manager in relation to the New Class F Interests.
The incentive allocation to be borne by the New Class F Interests will not be calculated on the basis of realised and unrealised gains that arise on the value of the Master Fund's net assets during the relevant accounting period and there will be no memorandum loss recovery account (sometimes called a 'high watermark'). Any incentive allocation to be borne by the New Class F Interests will only be payable on Returns being made. For these purposes (i) 'Returns' shall mean any distribution, dividend or return of capital by the Master Fund to holders of the New Class F Interests (either directly or indirectly through the Company or the Unlisted Fund) and purchases of Ordinary Shares by the Company or the Master Fund (which are subsequently cancelled through the Exchange Procedure or otherwise) and (ii) 'Class F Investors' shall mean persons to whom Returns are made. Under the new incentive arrangements:
- no incentive allocation will be payable until Returns have been made to Class F Investors of an amount equal to the net asset value of the Company's interest in the Master Fund as at 31 March 2009 (being £55,136,160) (the 'Reference Amount');
- once Returns equal to the Reference Amount have been made to Class F Investors, an incentive allocation will be payable by the Master Fund to the General Partner (or its affiliates) of an amount equal to 5 per cent. of the Reference Amount;
- Returns will then be made to Class F Investors until they have received a 'preferred return' equal to 7.5 per cent. per annum on the daily amount of the Reference Amount outstanding from the Migration Effective Date (the 'Preferred Return');
- once the Preferred Return has been made an incentive allocation will be payable by the Master Fund to the General Partner (or its affiliates) of an amount equal to 20 per cent. of the sum of the Preferred Return; and
- thereafter, the Master Fund will pay the General Partner (or its affiliates) an incentive allocation equal to 20 per cent. of the amount of any other Returns.
5. Migration and adoption of the New Memorandum and New Articles
Procedure for Migration
In order to facilitate the implementation of the Exchange Procedure, the Directors are seeking to migrate the Company from Guernsey to the Cayman Islands. Implementation of the Migration will result in the removal of the Company from the Guernsey Register of Companies and the transfer of the Company by way of continuation to, and its registration in, the Cayman Islands. The Company may not be removed from the Guernsey Register of Companies unless the Company has passed a special resolution at a shareholders' meeting approving such removal.
Implementation of the Migration also requires the consent of the GFSC and the Guernsey Registrar of Companies.
In order to become registered in the Cayman Islands the Shareholders must, in addition, approve the adoption of the New Memorandum and New Articles that conform to the laws of the Cayman Islands. The adoption of the New Memorandum and New Articles will take effect from registration of the Company in the Cayman Islands as an exempted company. The New Articles will also permit (i) the Exchange Procedure and (ii) the issue of new classes of ordinary shares and exchange shares without requiring prior shareholder approval.
Summaries of the proposed New Articles and the main differences between the Existing Articles and the New Articles will be included in the Circular.
Assuming the necessary conditions are satisfied, the Company expects that its name will be removed from the Guernsey Register of Companies and that the Migration will become effective at 5 p.m. on 12 June 2009.
Impact of Migration
The removal of the Company from the Guernsey Register of Companies does not:
(a) create a new legal person; or
(b) prejudice or affect the identity or continuity of the legal person constituted by the Company.
Upon removal from the Guernsey Register of Companies:
(a) all property and rights to which the Company was entitled immediately before that removal remain its property and rights;
(b) the Company remains subject to all criminal and civil liabilities, and all contracts, debts and other obligations, to which it was subject immediately before that removal;
(c) all actions and other legal proceedings which immediately before that registration or removal could have been instituted or continued by or against the Company may be instituted or continued by or against it after that removal; and
(d) a conviction, ruling, order or judgment in favour of or against the Company before that removal may be enforced by or against it after that removal.
The proposed Migration will not affect the day to day conduct of the business of the Company and there will be no changes to the corporate governance and investor protection measures as presently applied save as referred to herein. The Ordinary Shares and Warrants will continue to be admitted to trading on the SFM. Shareholders, however, should note that following Migration, the Ordinary Shares and Warrants will not themselves be capable of being admitted to CREST and hence will not be able to be held and traded directly in uncertificated form. Instead, Shareholders who wish to hold and transfer interests in Ordinary Shares and Warrants within CREST will only be able to do so pursuant to depositary interest arrangements to be established, further details of which are set out in paragraph 6 below.
A summary of the key differences between Guernsey law and Cayman Islands law will be included in the Circular.
The Takeover Code
Following Migration, as the Company will become registered in the Cayman Islands, the Takeover Code will cease to apply to the Company and the laws of the Cayman Islands do not contain any provisions similar to those applicable in Guernsey which are designed to regulate the way in which takeovers are conducted. Accordingly, any person or persons acting in concert will be able to acquire shares in the Company which, when taken together with the shares already held by them, carry 30 per cent. or more of the voting rights in the Company without being required to make a general offer for the entire issued share capital of the Company. Additionally, any party intending to acquire all or a substantial part of the issued share capital of the Company will not be obliged to comply with the provisions of the Takeover Code including, for example, as to announcements, equality of treatment for Shareholders as to value and type of consideration offered, the prohibition on favourable conditions that are not extended to all Shareholders, the information that must be sent to Shareholders on a takeover, the requirement for independent advice to be provided to the Company's Board on a takeover and for such advice to be made known to Shareholders and the need to make an appropriate offer or proposal to Warrantholders. The Company will also cease to be subjected to the overall scrutiny and sanctions of the Panel.
6. Settlement, CREST and Depositary Interests
CREST is a paperless settlement procedure enabling securities to be evidenced other than by certificate and transferred other than by written instrument. However, Euroclear UK & Ireland Limited is unable to take responsibility for the electronic settlement of shares issued by companies incorporated in the Cayman Islands. With effect from Migration therefore, the Ordinary Shares and Warrants will cease to be capable of themselves being admitted to CREST.
Instead, CREST members will be able to hold interests in Ordinary Shares and Warrants (and Exchange Shares following their issue) in CREST, pursuant to depositary interest arrangements to be established by the Company with effect from Migration. The Ordinary Shares, Warrants and Exchange Shares will not themselves be admitted to CREST, rather the Depositary, a member of the same group of companies as the Company's registrars, will issue Depositary Interests in respect of the underlying securities.
The Depositary Interests will be independent securities constituted under English law which may be held and transferred through the CREST system. The Depositary Interests will be created and issued pursuant to a Deed Poll to be entered into by the Depositary (further details of which will be included in the Circular).
In relation to those investors who wish to hold interests in Ordinary Shares, Warrants and Exchange Shares through CREST, the Company's register of members will show the Depositary as the legal holder of the relevant securities but the beneficial interest will remain with the holder of the Depositary Interests representing the underlying securities, who will receive all the rights attaching to the securities as if such holder had been on the register of members himself. A holder of Depositary Interests wishing to withdraw the underlying securities to hold them in certificated form may do so at any time using standard CREST messages.
Details of the stamp duty/stamp duty reserve tax relating to the transfer of Depositary Interests will be included in the Circular.
Shareholders and Warrantholders who hold Ordinary Shares or Warrants in uncertificated form and following the Migration wish to hold Depositary Interests, will be required to input a TTE instruction. Further details will be provided before the Migration Effective Date.
If Migration becomes effective, Shareholders and Warrantholders who currently hold Ordinary Shares or Warrants in uncertificated form but do not complete the relevant TTE instruction by the specified date, will be sent certificates representing the holding of Ordinary Shares or Warrants.
7. Warrants
Pursuant to the Warrant Instrument, the consent of Warrantholders is required to amend the rights attaching to the Ordinary Shares, to issue new classes of ordinary shares and exchange shares, to make bonus issues of Exchange Shares and to distribute capital profits or capital reserves. The terms and conditions of the Warrant Instrument must therefore be amended to permit the issue of new classes of ordinary shares and exchange shares (including, in the case of exchange shares, by way of bonus issue), to permit the Exchange Procedure and similar future exchange procedures without adjustment to the Warrant Instrument and to permit the distribution of capital profits or capital reserves in the future without the need for Warrantholder approval.
The proposed amendments to the terms and conditions of the Warrants will be included in the Circular. If the Warrantholder Resolution is passed, the Company will execute the Supplemental Instrument to give effect to such modifications.
The amendments to the Warrant Instrument will only take effect if the Migration becomes effective.
As described in section 6 above, with effect from Migration, the Warrants will cease to be capable of themselves being admitted to CREST and, instead, CREST members will only be able to hold interests in Warrants in CREST pursuant to depositary interest arrangements. If, following Migration, a holder of Depositary Interests in respect of Warrants wishes to exercise subscription rights to subscribe for Ordinary Shares, the holder must first instruct the CREST member in whose account such Depositary Interests are held to complete a stock withdrawal instruction in CREST to instruct the Depositary to cancel the Depositary Interest and effect a transfer of the Warrant to the person specified in the instruction. Following the transfer of the Warrants, a certificate representing the Warrants will be sent to the person specified in the instruction who, subject to complying with the terms of the Warrant Instrument, will then be entitled to exercise subscription rights and apply for Ordinary Shares.
8. EGM, Warrantholder Meeting and action to be taken to approve the Proposals
On 27 April 2009, the Warrantholder Meeting and EGM will be held at the offices of Carey Olsen, Carey House, Les Banques, Guernsey, GY1 4BZ to seek approval for the Proposals. Notices of the Warrantholder Meeting and the EGM will be included in the Circular.
The special resolution to be proposed at the EGM will authorise the following:
- the migration of the Company from Guernsey to the Cayman Islands;
- the sub-division of the Ordinary Shares of 10p each into Ordinary Shares of 0.0001p each and Deferred Shares of 9.9999p each and the sub-division of each authorised but unissued Ordinary Share into 50,000 Ordinary Shares of 0.0001p each and 50,000 Exchange Shares of 0.0001p each;
- the adoption of the New Memorandum and New Articles;
- a new registered office of the Company in the Cayman Islands; and
- the amendments to the investment policy of the Master Fund and the Manager's incentive arrangements described above.
The extraordinary resolution to be proposed at the Warrantholder Meeting will authorise proposed amendments to the Warrant Instrument to amend the rights attaching to the Ordinary Shares, to issue new classes of ordinary shares and exchange shares (including, in the case of exchange shares, by way of bonus issue), to permit the Exchange Procedure and similar future exchange procedures without adjustment to the Warrant Instrument and to permit the distribution of capital profits or capital reserves in the future without the need for Warrantholder approval.
The Proposals will not however become effective unless and until Migration becomes effective.
Form(s) of Proxy for use in connection with the Meetings will be posted to Shareholders and Warrantholders with the Circular.
9. Recommendation
The Independent Directors consider the Proposals to be fair and reasonable insofar as Shareholders and Warrantholders are concerned and in the best interests of the Company and accordingly recommend that Shareholders and Warrantholders vote in favour of the resolutions at the Meetings. James Corsellis, Robert Ware and David Williams have not participated in the recommendation because of their connection to the Manager and the Investment Manager.
Further information:
Collins Stewart Europe Limited (Broker)
Stewart Wallace, Piers Coombs, Lorraine Delannoy 020 7523 8350
APPENDIX I
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
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Voting Record Time for the Warrantholder Meeting(1)
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6.00 p.m. on 24 April 2009
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Voting Record Time for the EGM(1)
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6.00 p.m. on 24 April 2009
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Latest time and date for receipt of Forms of Proxy for the Warrantholder Meeting
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12.00 noon on 25 April 2009
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Latest time and date for receipt of Forms of Proxy for the EGM
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12.15 p.m. on 25 April 2009
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Warrantholder Meeting
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12.00 noon on 27 April 2009
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EGM(2)
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12.15 p.m. on 27 April 009
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Migration Effective Date and cancellation of CREST entitlements in respect of Ordinary Shares and Warrants(3)
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5.00 p.m. on 12 June 2009
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CREST accounts credited with Depositary Interests in respect of Ordinary Shares and Warrants issued in uncertificated form(3)
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8.00 a.m. on 15 June 2009
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Certificates dispatched in respect of Ordinary Shares and Warrant
issued in certificated form
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by 22 June 2009
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APPENDIX II
DEFINITIONS
The following definitions apply throughout this announcement, unless the context otherwise requires:
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“Board” or “Directors”
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the board of directors of the Company or a duly constituted committee thereof
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“Cayman Islands Companies Law”
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the Cayman Islands Companies Law (2007 Revision), as amended
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“Class A Interests”
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Class A limited partnership interests in the Master Fund
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“CREST”
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the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations)
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“CREST Regulations”
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the UK Uncertificated Securities Regulations 2001 (SI 2001/3755)
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“Deed Poll”
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the deed poll to be entered into by the Depositary pursuant to which the Depositary will issue the Depositary Interests, summary details of which will be included in the Circular
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“Deferred Shares”
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deferred shares of 9.9999p each in the Company (created pursuant to the sub-division of share capital in the Company) with the rights and restrictions set out in the New Articles
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“Depositary”
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Capita IRG Trustees Limited
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“Depositary Interests”
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the dematerialised depositary interests to be issued by the Depositary representing Ordinary Shares, Exchange Shares or Warrants (as the case may be) which may be held and transferred through the CREST system
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“Exchange”
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an exchange in accordance with the Exchange Procedure
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“Exchange Administrator”
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Axio Capital Solutions Limited
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“Exchange Date”
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such date as may be notified to investors by the Company by an announcement via a Regulatory Information Services Provider
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“Exchange Procedure”
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the mechanism permitting investors in Ordinary Shares to convert their Ordinary Shares into Exchange Shares and, at their election, to receive either (a) New Class F Interests or (b) ordinary shares in the Unlisted Fund, subject to the relevant investors receiving the consent of the Exchange Administrator and the mechanism for permitting investors to convert Exchange Shares back into Ordinary Shares
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“Exchange Shares”
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exchange shares of 0.0001p each in the share capital of the Company not designated with a class demarcation
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“Extraordinary General Meeting” or “EGM”
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the extraordinary general meeting of the Company to be held on 27 April 2009 at 12.15 p.m. (or any adjournment thereof), notice of which will be included in the Circular
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“Forms of Proxy”
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the forms of proxy in relation to the Meetings and “Form of Proxy” means either one of them
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“General Partner”
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Marwyn General Partner Limited
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“GFSC”
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The Guernsey Financial Services Commission
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“Guernsey Consents”
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any current consent granted to the Company by the GFSC pursuant to the Control of Borrowing (Bailiwick of Guernsey) Ordinance 1959 (as amended), The Protection of Investors (Bailiwick of Guernsey) Law 1987 (as amended), or otherwise
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“HM Procureur”
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Her Majesty’s Attorney General in Guernsey
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“HMRC”
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Her Majesty’s Revenue & Customs
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“Independent Directors”
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the Directors other than David Williams, James Corsellis and Robert Ware
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“Investment Manager”
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Marwyn Investment Management LLP, a limited liability partnership incorporated in England and Wales with registered number OC315105
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“Manager”
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Marwyn Capital Management Limited, a Cayman Islands exempted company
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“Master Fund”
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Marwyn Neptune Fund L.P., a Cayman Islands exempted limited partnership
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“Meetings”
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the EGM and the Warrantholder Meeting
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“Migration Effective Date”
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the date on which the Migration becomes effective
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“Migration”
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the de-registration of the Company from the Guernsey Register of Companies and the registration by way of continuation of the Company in the Cayman Islands
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“NAV” or “Net Asset Value”
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the net asset value calculated in accordance with the valuation policies of the Company, the Master Fund or the Unlisted Fund from time to time, as appropriate
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“New Class F Interests”
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the New Class F limited partnership interests to be created in the Master Fund
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“New Memorandum”
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the memorandum of association of the Company to be adopted on registration by way of continuation of the Company in the Cayman Islands as an exempted company under the Cayman Islands Companies Law
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“New Articles”
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the articles of association of the Company to be adopted on registration by way of continuation of the Company in the Cayman Islands as an exempted company under the Cayman Islands Companies Law
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“Ordinary Shares”
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ordinary shares of 10p each in the capital of the Company and, after the Migration Effective Date, 0.0001p each in the capital of the Company not designated with a class demarcation
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“Panel”
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the UK Panel on Takeovers and Mergers
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“Proposals”
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the proposals described in this announcement including amendments to the investment policy of the Master Fund and the Managers incentive arrangements, the migration of the Company to the Cayman Islands, the sub-division of the Ordinary Shares, the adoption of the New Memorandum and New Articles, the introduction of the Exchange Procedure and consequential amendments to the Warrant Instrument
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“Regulatory Information Services
Provider”
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a primary information provider which has been approved by the FSA to disseminate regulatory information to the market
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“Resolution”
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the resolution to seek approval from the Shareholders to the Proposals (other than the amendments to the Warrant Instrument)
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“SFM”
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the Specialist Fund Market of the London Stock Exchange
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“Shareholder”
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a register holder of Ordinary Shares
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“Supplemental Instrument”
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the supplemental warrant instrument amending the terms and the conditions of the Warrants to be executed by the Company subject to Warrantholder approval at the Warrantholder Meeting
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“Takeover Code”
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the City Code on Takeovers and Mergers issued by or on behalf of the Panel in force from time to time
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“TTE instruction”
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Transfer to Escrow instruction
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“UK” or “United Kingdom”
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the United Kingdom of Great Britain and Northern Ireland
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“Unlisted Fund”
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an unlisted company to be incorporated in the Cayman Islands
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“Warrant Instrument”
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the warrant instrument deed constituting the Warrants dated 11 April 2008
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“Warrantholder”
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a holder of Warrants
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“Warrantholder Meeting”
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the meeting of the Warrantholders of the Company to be held on 27 April 2009 at 12.00 noon (or any adjournment thereof), notice of which will be included in the Circular
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“Warrantholder Resolution”
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the resolution to seek approval from the Warrantholders to amend the rights attaching to the Ordinary Shares and make consequential amendments to the Warrant Instrument
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“Warrants”
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the warrants issued by the Company pursuant to the Warrant Instrument
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This information is provided by RNS
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