Marwyn Value Investors Ltd (LON:MVI) has announced that the Marwyn Funds1 have invested a further £12 million into each of Marwyn Acquisition Company II Limited and Marwyn Acquisition Company III Limited through the issue of A Shares2 to support the execution of each company’s stated strategy. The Board also notes today’s announcements by MAC II and MAC III that each is actively considering a possible further equity issue of up to £200 million which, should either proceed, is expected to consist of redeemable shares and warrants. The issue of these securities is targeted for completion in advance of, and not conditional on, any M&A transaction.
The Board notes that the directors of each of MAC II and MAC III believe that being able to demonstrate their access to equity capital alongside their management team’s past track record of successful fundraising and transaction execution, will further enhance their competitiveness in accessing high quality businesses with which to combine. Furthermore, those directors believe that the structure and flexibility that their corporate structures afford and close alignment between management incentivisation and long-term shareholder returns, including the absence of the highly dilutive promote structure commonly found in other acquisition company models, gives them a significant advantage over their competitors. However, there is no certainty that a £200 million capital raising and/or any M&A transaction will take place for either company nor of their respective terms should they do so.
Of each £12 million investment, approximately £9.2 million is attributable to the ordinary shares of MVIL. Each such investment therefore represents 9.2% of the Company’s ordinary share net asset value, measured at 31 March 2021, being the latest available NAV published by the Company.
The Board notes that MAC II and MAC III are being supported on the proposed capital raisings of up to £200 million by Barclays Bank PLC, J.P. Morgan Securities plc (which conducts its UK investment banking business as “J.P. Morgan Cazenove”) and N. M. Rothschild & Sons Limited.
1 The Marwyn Funds comprise the Company, Marwyn Value Investors LP (the ” Master Fund ” into which the Company has invested all of its available capital), Marwyn Value Investors II LP ( a private equity fund structure through which the majority of the Master Fund’s investments attributable to ordinary shareholders are made) and MVI II Co-Invest LP (a stapled co-investment vehicle of Marwyn Value Investors II LP). The A Shares and matching Class A Warrants described in this announcement are beneficially owned by Marwyn Value Investors II LP and MVI II Co-Invest LP.
2 £12 million has been invested into each of MAC II and MAC III through the issue of 12 million A Shares by each company (with Class A Warrants being issued on the basis of one Class A Warrant per A Share) at a price of £1 per share. The A Shares in each of MAC II and MAC III are ordinary equity shares with the same economic rights as the respective company’s ordinary shares but without voting rights. They are convertible into ordinary shares on a one-for-one basis at the time at which each company next publishes a prospectus or equivalent document in relation to the further issue of ordinary shares.
