Marwyn Value Investors plc (LON:MVI) have stated today that further to the announcement made by the Company on 8 October 2021, Zegona Communications plc has completed a tender offer at £1.535 per Zegona ordinary share, resulting in total proceeds of £335 million being returned to its shareholders following the sale of Euskaltel to MasMovil.
The Marwyn Funds successfully tendered 41,287,713 Zegona ordinary shares representing 98.16% of the Marwyn Funds’ holding, resulting in proceeds of £45,425,386 attributable to the Company’s ordinary shares and £6,686,881 attributable to the Company’s realisation shares. The amount attributable to the ordinary shares will be used as outlined in the announcement made on 8 October 2021.
The Zegona Realisation Share Proceeds, along with cash held by the Master Fund attributable to Realisation Shareholders of £900,000 which is not required to be held for reasonable working capital purposes, will be distributed to the Realisation Shareholders in accordance with the terms of the Company’s realisation class. Of the total amount of £7,586,881 to be distributed, it is expected that approximately:
– £6,360,785 will be returned to the Realisation Shareholders (the “Distribution“); and
– £1,226,096 will be distributed by the Master Fund as the related incentive allocation.
The Distribution will be effected by way of a compulsory redemption undertaken pro rata to holdings of realisation shares on the register as at the close of business on the record date for the redemption, being 4 November 2021. The number of realisation shares to be redeemed will be determined by reference to the estimated net asset value per realisation share as at 15 October 2021.
The NAV as at 15 October 2021, the number of realisation shares that will be redeemed and the amount of the Distribution will be announced by the Company on 27 October 2021. As fractions of realisation shares will not be redeemed, the number of realisation shares held by each Realisation Shareholder to be redeemed will be rounded down to the nearest whole number of realisation shares.
As at the date of this announcement, the Company has 3,684,055 realisation shares in issue. All of the realisation shares redeemed on the redemption date will be cancelled. A further announcement will be released following the record date to confirm the new number of realisation shares in issue.
Further details on the changes to the ISIN of the realisation shares caused by the redemption will be announced on or before 4 November 2021. The payment of the redemption monies to eligible holders of realisation shares is expected to be effected through CREST (in the case of holders of depository interests relating to the realisation shares) or by cheque (in the case of realisation shares held in certificated form) by 19 November 2021.
Expected Timetable:
| NAV as at 15 October 2021 and estimate of Realisation shares to be redeemed announced | 27 October 2021 |
| Record date for redemption | 6.00 p.m. on 4 November 2021 |
| Redemption date | 4 November 2021 |
| Admission of realisation shares under new ISIN | 8.00 a.m. on 5 November 2021 |
| Ex-date | 5 November 2021 |
| Payment of the redemption proceeds | On or before 19 November 2021 |
