Update on Potential Settlement of VAT Reclaim

RNS Number : 4252V

Marwyn Value Investors Limited

10 August 2022

 

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

10 August 2022

Marwyn Value Investors Limited

Update on Potential Settlement of VAT Reclaim

The Company is pleased to announce that the first of the Praesepe VAT reclaims in which the Master Fund has an interest has now been agreed by HMRC.

For this agreed claim, a gross value attributable to the Master Fund of £1.350 million was claimed from HMRC. Including interest due and after deducting all applicable fees, taxes and other expenses, the total cash amount now received by the Master Fund in relation to this reclaim is £1.061 million, of which approximately £0.915 million is attributable to the Company's ordinary shareholders, £0.112 million is attributable to the Company's 2016 realisation shareholders and £0.006 million is attributable to the Company's 2021 realisation shareholders. These amounts will be reflected in the Company's estimated net asset value calculations as at 31 July 2022.

Of the Praesepe VAT reclaims in which the Master Fund has an interest, the agreed claim represents approximately 10% of the estimated gross value attributable to the Master Fund. There remains significant uncertainty over both the amount of these remaining VAT reclaims that may be repaid by HMRC and the timing of receipt of any cash, net of fees, taxes and other expenses by the Master Fund. Accordingly, no amount relating to the remaining claims will be reflected in the Company's estimated NAV calculations which are reported via RNS until there is sufficient certainty over the amount and timing of the receivable, at which point a further RNS announcement will be made.

Amounts (if any) received by the Master Fund under these reclaims are approximately 86.3% attributable to the Company's ordinary shareholders, 10.6% attributable to the Company's 2016 realisation shareholders and 0.6% attributable to the Company's 2021 realisation shareholders.

Background

As previously announced by the Company on 7 September 2021, in November 2012, an underlying investment of Marwyn Value Investors LP (the "Master Fund"), Le Chameau Group plc ("LCG") (formerly Marwyn Management Partners Plc) sold its holding in Praesepe plc, a company operating in the gaming industry.

At the time of the sale there was an ongoing dispute between the gaming industry and HMRC on the principle of fiscal neutrality. The basis of the dispute was that some similar forms of gambling were treated differently for VAT purposes and test cases were pursued by The Rank Group Plc and Done Brothers (Cash Betting) Ltd.

Based on these test cases, Deloitte LLP and PricewaterhouseCoopers LLP were engaged by Praesepe plc to submit VAT reclaims to HMRC on a contingent fee basis.  Certain of these VAT reclaims relate to the period of LCG's ownership and as such, under the terms of the sale agreement, a subsidiary of LCG retained a beneficial interest in the VAT reclaims that related to the period of LCG's ownership.  The existence of these contingent VAT reclaims was disclosed in the historic financial statements of LCG which are publicly available. This contingent asset was transferred in 2020 to the Master Fund as part settlement of the outstanding loan between the LCG group and the Master Fund.

Following the First-tier Tribunal ruling in favour of The Rank Group Plc and HMRC publicly confirming that it would not appeal the decision made by the First-tier Tribunal, it was anticipated that following due process, the Praesepe VAT reclaims sitting behind the Rank 2 claim would be paid by HMRC.

To date, no amount has been recognised in the Net Asset Value ("NAV") of the Master Fund attributable to the Company due to the high level of uncertainty surrounding the value of the VAT reclaims that will be repaid by HMRC and the timing of receipt of any such VAT reclaims.

Returns to the Company's shareholders

There is no net capital gain arising from the settlement of this agreed VAT reclaim and accordingly, no cash return is due to ordinary shareholders on receipt of the cash into the Master Fund, which will be retained by the Master Fund. To date, the Company has distributed over £25.6 million to ordinary shareholders in excess of what would be required under the distribution of 50% net capital gains as described in the Company's ordinary share distribution policy.

Due to the costs associated with a return of capital, the cash amounts received from this reclaim attributable to the 2016 realisation shareholders and the 2021 realisation shareholders will be retained by the Master Fund until such time that sufficient cash is available to distribute in a cost-effective manner.

Company enquiries:

Aztec Financial Services (Jersey) Limited

Chris Copperwaite / Magdala Mullegadoo

Telephone: [phone]

Investor Relations

Kam Bansil

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. Marwyn's previous 11 comparable listed acquisition companies which have completed a platform acquisition have delivered in excess of £4.5 billion in equity profits and an aggregate return on capital to shareholders of 128 per cent (as at 31 July 2022).

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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