MARWYN VALUE INVESTORS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2023
Annual Report and
Financial Statements
2023
04 Financial and Performance Summary
06 Report of the Chairman
08 Report of the Manager
16 Investment Portfolio
28 Allocation of Net Asset Value
32 Environmental, Social and Governance
34 Capital Distributions, NAV and Discount Management
36 Fund Structure and Investment Policy
38 Report of the Directors
52 Report of the Independent Auditor
58 Income Statement
59 Statement of Financial Position
60 Statement of Cash Flows
61 Statement of Changes in Equity
62 Notes to the Financial Statements
76 Risk
82 Look-through Portfolio Information
84 Advisers
86 Defined Terms
87 Glossary of Technical Terms
88 Disclaimer
Defined terms used throughout the Annual Report and Financial Statements
are as described on page 86.
A glossary of technical terms used throughout the Annual Report and
Financial Statements is included on page 87.
Contents
2023
MARWYN VALUE INVESTORS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2023
Annual Report and
Financial Statements
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PERFORMANCE FOR YEAR TO / AS AT 31 DECEMBER 2023
Ordinary Shares
Financial and Performance Summary
NAV Total Return
1
+5.1%
Share Price Total Return
2
-6.1%
NAV Per Share
176.1p
Share Price
80.5p
Dividends
9.06p
Net Assets
£97.7m
Market Capitalisation
£44.7m
Implied Dividend Yield
11.25%
Inception to date NAV Total Return
3
+197.4%
1
NAV total return assumes the reinvestment of dividends paid to shareholders into the Company at NAV and is calculated on a cum-income basis.
2
Share price total return assumes the reinvestment of dividends paid to shareholders into the Company at the ex-div share price on the ex-div date.
3
For the ordinary shares, inception to date movement is based on the combined weighted average NAV of Marwyn Value Investors I, II and B
shares prior to their amalgamation, using the conversion ratio published on 17 April 2008.
Investments are held indirectly, as described in the ‛Fund Structure and Investment Policy’ section of this Annual Report
Look-Through NAV Breakdown as at 31 December 2023
assuming full year dividend of 9.06p and
31 December 2023 share price of 80.5p
Company % of NAV NAV/share Contribution (£)
Silvercloud Holdings Limited (Le Chameau) 28.2% 0.50
AdvancedAdvT Limited 15.3% 0.27
Marwyn Acquisition Company II Limited 10.0% 0.18
Marwyn Acquisition Company III Limited 10.0% 0.18
Zegona Communications plc 8.9% 0.15
Palmer Street Limited 6.5% 0.11
450 plc 5.2% 0.09
MAC Alpha Limited 1.0% 0.02
Cash 22.4% 0.39
Other assets / liabilities (7.5)% (0.13)
Net assets 100.0% 1.76
FTSE SmallCap (ex-IC) +10.4%
FTSE AIM All-Share -6.4%
FTSE SmallCap (ex-IC) +162.0%
FTSE AIM All-Share -18.9%
4
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Financial and Performance Summary
4
For the realisation share classes, shareholder total return is calculated as the movement in total shareholder value, including all distributions
made to realisation shareholders over the relevant period.
5
Realisation Class inception to date is calculated based on the ordinary share performance up to the date the ordinary shares were converted
to the relevant Realisation Class, then shareholder total return of the relevant Realisation Class from that date.
6
Realisation Class shareholder total return from creation of class represents total shareholder return for the relevant class from the date that
ordinary shares were converted to realisation shares for each class.
7
Calculated as total distributions as a percentage of Net Assets on creation of each class.
8
Includes the dividend paid to ordinary shareholders in February 2024.
2023 Ordinary Share Total NAV Movement
Realisation Shares
Capital Returns and Distributions
The Company distributes capital back to shareholders through a range of methods, which are discussed further
in the section ‛Capital Distributions, NAV and Discount Management’.
Total Capital Returns and Distributions
Since Inception
Ordinary Shares Realisation Classes Combined
Realisation
Class
2016
2021
Dividends
and
buybacks
8
£63.3m
Dividends and
buybacks
£63.3m
Capital
returns
£25.9m
Capital
returns
£42.3m
Total
distributions
£89.2m
Total Since
inception
£105.6m
Total Capital
returns
£16.4m
MVIR
MVR2
Ticker
+5.0%
+4.2%
Period
TSR
4
+204.3%
+193.1%
Inception to
date TSR
5
+4.7%
+8.6%
TSR from
creation of
Class
6
409.6p
193.0p
Nav
per
share
£2.8m
£0.7m
Net
Assets
89.4%
0.0%
NAV
distributed
SINCE INCEPTION
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Report of the Chairman
Dear Shareholders,
I am pleased to present the audited Annual Report and
Financial Statements of Marwyn Value Investors Limited
for the year ended 31 December 2023.
Portfolio Progress and Capital Deployment
The development of our portfolio over the past
year reflects our Manager’s disciplined approach to
investment analysis and prudent capital allocation.
This strategy has resulted in significant investments
being made in three portfolio companies; Palmer;
Silvercloud; and Zegona, all of which present
genuine opportunities for significant growth and
material increase in our underlying Net Asset
Value. In addition, AdvancedAdvT acquired a highly
attractive platform asset to begin its journey.
We are thrilled about the investment in Palmer.
The management team come with a strong track
record in the private capital administration
sector and their inventive approach to creating
a technology-focused servicing model ‛better
by design’ is a promising venture, free from the
limitations of legacy systems.
Silvercloud, through which the investment in
Le Chameau is held, with the appointment in the
year of the highly experienced Waheed Alli as Chair,
has performed above expectations over the last
twelve months and is now showing the ability to
deliver on the potential that we’ve long recognised
has been inherent in the business.
Zegona’s agreed acquisition of Vodafone Spain for
€5 billion showcases the strength and ability of
its leadership team and offers significant upside
potential with several value enhancing projects on
the horizon.
After a prolonged period of evaluating a number
of assets, we are delighted that AdvancedAdvT,
under the leadership of Vin Murria, completed
the acquisition of five software businesses from
Capita at a highly attractive valuation and is now
well-positioned to pursue synergistic acquisition
opportunities. With a strong balance sheet and a
recent transition to AIM, we are excited about the
company’s future prospects.
Throughout the year, the acquisition companies
have actively evaluated a broad spectrum of
opportunities and engaged with numerous
potential Management Partners and potential
platform acquisitions. The Board acknowledges
that, in the current environment, identifying and
executing promising deals takes time. We support
this approach to attaining the right platform for
each vehicle, supporting the long-term growth
of our fund.
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Report of the Chairman
2023 Results
The ordinary shares delivered a NAV Total Return of
+5.1% due to strong performance in the second half
of the year, which saw gains made across Zegona,
AdvancedAdvT and Silvercloud. After the year end,
our NAV has continued to grow, driven by further
gains on Zegona and AdvancedAdvT. The three
months to 31 March 2024 have generated a NAV
Total Return of +5.7% to ordinary shareholders.
Shareholder Composition
Over the course of the year, we have seen some of
our largest shareholders, including James Corsellis
and other employees of the Manager, increasing
their stakes in the Company. Collectively, those
shareholders associated with the Manager now
own over 11% of the Company, signifying their
confidence in our strategy and future prospects.
Shareholder Distributions
We paid over £5 million in dividends to ordinary
shareholders and distributed over £1 million on
the 2016 realisation shares following the successful
resolution of Praesepe VAT reclaims in October
2023. These distributions demonstrate our
dedication to delivering value to our shareholders.
Outlook
As we look forward, we believe that the Company
is on the cusp of an exciting period. The strategic
investments made during 2023 have strengthened
our position for the future. With a portfolio now full
of opportunities, we are optimistic that we are well
placed to deliver value creation in the coming years.
In conclusion, the Board and I appreciate your
ongoing confidence and investment in Marwyn
Value Investors Limited.
Robert Ware
Chairman
29 April 2024
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Report of the Manager
Who We Are
We are an experienced institutional sponsor of European
listed acquisition companies, established in 2005. We
partner with industry leading company executives who
have proven track records and operational excellence
in their sectors. Their skills and connections help us
find and execute deals and develop our platforms
strategically. Using their in-depth sector insights, we
make significant operational enhancements, setting the
stage for long-term organic growth and value creation.
Our Strategy
At Marwyn, we have a clear and strategic vision: to find,
support, and work in partnership with outstanding
management teams who are experts in their specific
sectors. This vision aims to invest in, buy, and grow
businesses mainly in the UK, Europe, or North America.
Our approach is based on several key pillars:
WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM
OUR APPROACH | CIO REVIEW AND OUTLOOK
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Report of the Manager
A 19-year track record of developing acquisition
companies across different sectors that shows
our experience and success.
A proven origination model based on accessing
proprietary deal flow.
A unique management partnership framework,
which offers deep sector knowledge and
operational skills directly from the field.
Extensive experience of securing institutional
equity from, and generating returns for, UK
institutional investors.
Original acquisition vehicle structure that we think
is very appealing to management and investors alike
and which offers substantial benefits in execution
and long-term alignment between stakeholders.
WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM
OUR APPROACH | CIO REVIEW AND OUTLOOK
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Report of the Manager
A Track Record of Success
As the UK’s leading sponsor of acquisition
vehicles
, our 12 companies which have
applied our current strategy and made
a platform acquisition have generated
£4.9 billion of profits for equity investors.
WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM
OUR APPROACH | CIO REVIEW AND OUTLOOK
9
Based on the number of UK listed acquisition vehicles or SPACs launched on the London Stock Exchange since the date that Marwyn listed its first
acquisition vehicle in 2005 with data taken from internal analysis of the number of vehicles launched and their sponsors, sourced from LSE, Pitchbook,
CapIQ and internal research.
9
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Report of the Manager
Simon Vivian
Robert Samuelson
Fiona Begley
Keith Tozzi
Hugh Aldous
TOTAL
The table below shows the equity profits made by our acquisition companies, which have followed our strategic
framework and completed a platform acquisition. These numbers represent the total equity received from all
investors over their lifetime, including after we have sold any major positions. The returns are calculated based on
either the offer price at the time of the company’s full sale or the current share price as of 31 March 2024 for those
still listed.
BCA Apr-15 Avril Palmer -Baunack Automotive £1,163m £2,137m 84%
ETO Feb-07 Darren Throop Media £747m £2,824m 278%
BREE Sep-10 Peter Tom Construction Materials £704m £1,382m 96%
ZEG Aug-15 Eamonn O’Hare Telecoms £652m £929m 43%
AdvT Aug-23 Vin Murria Computer software £133m £170m 28%
ACS Aug-08 Vin Murria Computer software £126m £725m 477%
COT Nov-06 Keith Tozzi Healthcare £117m £130m 11%
INP Oct-05 Mark Silver Testing & Inspection £116m £229m 97%
SID Jul-06 Sean Nutley Remediation £58m £1m (99%)
TLS Jun-05 Nick Harding Leisure £48m £128m 170%
MLO Oct-07 Adrian Carey Training £44m £98m 121%
ZTR Apr-05 Ian Blackburn Confectionery £35m £41m 15%
£3.9bn £8.8bn 123%
COMPANY TICKER ACQUISITION
DATE
MANAGEMENT
PARTNER(S)
SECTOR TOTAL EQUITY
INVESTED
TOTAL EQUITY
VALUE
% EQUITY
RETURNS
WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM
OUR APPROACH | CIO REVIEW AND OUTLOOK
10
Total Equity Invested for Zegona Communications does not currently include any equity issued in respect of the ‘Vodafone Financing’, as described in
Zegona’s announcement on 13 October 2023, as these shares may be bought back under certain conditions.
10
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Report of the Manager
James Corsellis
Chief Investment Officer
James formed one of the first strategic technology
consultancies in 1994 and was the Chief Executive
Officer of icollector plc, a leading company that offers
live auction trading platforms. He later arranged its joint
venture with eBay, which made icollector the sole partner
worldwide for conventional auction houses. James co-
founded Marwyn and typically has board positions on
Marwyn’s portfolio companies.
James Corsellis, Antoinette Vanderpuije and Tom Basset form the senior leadership team of Marwyn. They have diverse
experience and skills in areas such as technology innovation, financial strategy, and investment analysis. They are supported
by an experienced team in London and Jersey who provide investment management, corporate finance, and operational support
to the Marwyn Fund entities and portfolio companies.
Tom Basset
Investment Partner
Tom joined Marwyn in 2010 from the Private Equity
Transaction Services Group at Deloitte. He leads the
investment team where he is involved in the origination
and assessment of new investment opportunities,
transaction execution, coordinating capital market
and M&A processes and providing strategic support to
portfolio company management teams. Tom is a qualified
Chartered Accountant and graduated from Durham
University with a BA (Hons) in Economics.
Antoinette Vanderpuije
Chief Financial Officer and Chief Operating Officer
Antoinette joined Marwyn in 2007 and leads the Finance,
Markets and Regulation Team. She has extensive M&A
and investment experience with a particular focus on
transaction tax structuring and incentive planning.
Antoinette previously worked in the finance team at
Arcadia Group and prior to that with Bourner Bullock
Chartered Accountants. She is a Chartered Accountant,
a Chartered Tax Advisor and holds a BA from University
College London.
Our Team
WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM
OUR APPROACH | CIO REVIEW AND OUTLOOK
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Report of the Manager
How We Invest
Marwyn has been creating and implementing
effective investment strategies across a range of
sectors in public markets for almost 20 years. We
have worked closely with outstanding executives
and management teams who share our vision. These
Management Partners are vital from the beginning,
playing a major role in finding opportunities,
thorough due diligence, and the active execution of
strategic plans, often taking on key positions such as
Chairman or CEO.
The success of our previous vehicles has been based
on a number of factors including our ability to identify
and partner with these industry-leading Management
Partners whilst drawing on our transactional and
corporate finance expertise in developing and
structuring a range of acquisition vehicles that aim
to meet the needs of all stakeholders.
Market Opportunity
The London Stock Exchange has hosted many
successful acquisition companies over the past 20
years. We believe there is still significant demand
from both companies and industry executives to
use well-designed acquisition companies on the
public markets to implement growth strategies in
various sectors.
Drawing on our broad experience of investing
through listed acquisition companies to pursue
buy-and-build growth strategies with skilled
Management Partners, and considering the widely
criticised US SPAC model, we believe the Marwyn
Acquisition Company structure (the ‘MAC’ structure)
is uniquely suited to appeal to institutional investors,
business owners and management teams. The main
improvements are:
• Promoting long term alignment: management
and sponsor incentives linked to long term equity
performance and no discounted shares/warrants
or upfront promoter fees.
• Enhancing flexibility in raising funds: the
introduction of new ways to raise equity capital
from institutional investors.
• Boosting transactional efficiency: a new
transaction process that allows the completion of
a reverse acquisition on a timeline that is similar
to investment from private equity providers.
Our Approach
WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM
OUR APPROACH | CIO REVIEW AND OUTLOOK
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Report of the Manager
WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM
OUR APPROACH | CIO REVIEW AND OUTLOOK
Dear fellow Shareholders,
As we close out 2023, I am pleased to share with you
our investment performance, portfolio progress, and
outlook for the coming year. Despite the challenges
presented by the wider market, we remain steadfast
in our commitment to our investment philosophy and
are confident in our ability to successfully navigate the
current economic landscape.
Market Outlook
Throughout the year, we have witnessed the
consequences of excessive leverage and unrealistic
expectations regarding a return to ultra-low interest
rates. The significant increase in sovereign debt
issuance and the reduction in money supply have
finally begun to force a readjustment of market
expectations and valuations. We anticipate that these
factors will continue to act as headwinds, compelling
a more realistic approach to assessing company
valuations and these expectations have started to
become a reality.
This first phase of this investment cycle for MVIL has
been longer than usual but we believe that we have
been rewarded for that patience with the Fund up
26.4% in the last three years
11
against a FTSE Small
Cap (ex IC) and FTSE AIM All-Share that have grown by
19.8% and fallen 31.1% respectively. We have started
the year strongly, with an ordinary share NAV total
return of +5.7% in the three months to 31 March 2024.
Investment Commentary
During 2023, our portfolio companies have
demonstrated resilience and adaptability in the
face of market challenges and are well underway in
executing their strategies.
AdvancedAdvT, under the leadership of Vin Murria,
completed the acquisition of five software businesses
from Capita at an attractive valuation and is now
well-positioned to pursue synergistic acquisition
opportunities. With a strong balance sheet and a
recent transition to AIM, we are optimistic about the
company’s future performance.
Palmer, launched in May 2023 with an £8 million
investment from Marwyn Funds (of which
approximately £6.2 million was attributable to MVIL’s
ordinary share class), has made significant strides
in establishing its presence in the private capital
servicing sector. The company’s highly experienced
management team, comprising former executives of
Sanne Group plc, has been focusing on obtaining the
necessary regulatory approvals. We anticipate that
as Palmer starts to onboard clients throughout 2024,
the company will experience rapid growth and deliver
substantial returns on our investment.
Zegona Communications, led by the experienced
team of Eamonn O’Hare and Robert Samuelson,
made a transformative move when it agreed to
acquire Vodafone Spain in October 2023. The €5.0
billion transaction (which remains conditional on
regulatory approval), financed through an innovative
mix of vendor preference shares, underwritten
leverage, bridge financing, and a €300 million equity
placement, demonstrates Zegona’s expertise in
identifying and executing high-potential investments
in the Spanish telecommunications market. With a
clear value creation plan focused on cost reduction,
revenue stabilisation, and potential fixed network
transactions, we are confident in Zegona’s ability to
drive significant returns.
Chief Investment Officer’s Investment Commentary
and Outlook
11
NAV total return for the ordinary shares for the three years to 31 December 2023.
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Report of the Manager
WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM
OUR APPROACH | CIO REVIEW AND OUTLOOK
Le Chameau, with the addition of Waheed Alli to
its management team and a further £5 million
investment from the Marwyn Funds (of which over
£4.9 million was attributable to MVIL’s ordinary
share class), is poised for significant milestones as it
approaches its centenary in 2027. The combination
of Waheed’s expertise and the leadership of CEO
Corry Cavell-Taylor provides a solid foundation for the
brand’s expansion and strategic initiatives in
the coming years.
Marwyn Acquisition Company II has benefited
from the appointment of Will Self as CEO, working
alongside Chairman Mark Hodges. This strengthened
management team has accelerated the evaluation of
investment opportunities in line with MAC II’s focus
on financial services and intergenerational wealth.
We continue to explore promising opportunities in
the media and entertainment space through 450 plc
and are actively engaging with potential management
partners for Marwyn Acquisition Company III and
MAC Alpha.
Treasury and Liquidity Management
Given the high interest rates available on deposits,
we have taken a proactive approach to optimising our
treasury activities while ensuring sufficient liquidity
to meet our dividend commitments and other
obligations. Our strategy encompasses a mix of fixed-
term deposits, notice-deposit accounts, and money
market funds. As we are in the early stages of our
investment cycle, we do not anticipate any significant
divestments in the near future. We remain focused
on maintaining a balance between long-term growth
and delivering value to our shareholders.
Conclusion
Despite the challenges posed by the current market
environment, we remain confident in our investment
philosophy and the resilience of our portfolio
companies. We are grateful for the unwavering
support of our investors and the guidance provided
by our Board. As we move forward, we will continue
to seek out compelling investment opportunities
while prudently managing our resources to maximise
long-term value creation.
Yours sincerely,
James Corsellis
Chief Investment Officer
Chief Investment Officer’s Investment Commentary
and Outlook
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Management Partner
Waheed Alli, Chair
Waheed Alli was appointed as Chair of Silvercloud Holdings
Limited and Le Chameau Holdings Limited, in August 2023.
Waheed has over 30 years’ experience across the retail, media,
entertainment and technology sectors, having launched
and grown a number of highly successful private and public
businesses in his career.
In addition to his success in the media and entertainment
space, Waheed brings a wealth of experience in consumer
and luxury brands and was the Chair of ASOS plc from its
AIM IPO in 2001 with a market capitalisation of £12.3 million,
overseeing major growth and transformation of the business
with its market capitalisation reaching £1.9 billion in 2012 when
he left the Board.
Waheed Alli has served as a member of the House of Lords
since 1998.
Corry Cavell-Taylor, CEO
Corry Cavell-Taylor is the CEO of Le Chameau Holdings Limited.
He is also the Managing Director of Bradshaw Taylor Limited
and the creator of Schöffel Countrywear. Corry has over two
decades of experience in the country sports market worldwide
and is a director of The Outdoor Industries Association of
Great Britain.
Value Creation Opportunity
• Capitalise on the opportunities created by an iconic
brand with category leading products
• Build a leading luxury goods business, capable of scaling
sales across the UK, Europe, North America and other
potential new markets
• Broaden lifestyle appeal, utilising and protecting brand
heritage
• Better understand the existing and potentially
addressable customer base to raise awareness and
build appeal
• Further expand the direct-to-consumer e-commerce
channel, deploying enhanced digital marketing strategy
Investment Portfolio
Silvercloud Holdings Limited - Le Chameau Luxury Goods www.lechameau.com
Ordinary Shares
2016 Realisation Shares
2021 Realisation Shares
NAV/share Contribution (£)
£0.50
£3.51
£0.48
% of share class NAV
28.2%
85.6%
25.0%
LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II
PALMER STREET | 450 | ACQUISITION COMPANIES
As at 31 December 2023
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Investment Portfolio
Overview
Le Chameau was founded in Cherbourg, France in 1927 by
Claude Chamot to produce high-quality handmade rubber
boots that would offer unmatched comfort and durability.
He started making prototypes using natural rubber and later
pioneered the use of vulcanisation to increase durability.
Once Monsieur Chamot had refined his process, he made
bespoke boots for customers from all over France.
Today, Le Chameau is a leading premium footwear brand,
approaching its 100th anniversary in 2027. Le Chameau’s
distinctive rubber boots serve a wide range of customers,
including outdoor professionals, country-sports enthusiasts,
and fashion-conscious individuals in both rural and urban
settings. Known for its expertise in technical outdoor
footwear, Le Chameau has a loyal customer base, prominent
brand ambassadors, and a growing presence in new customer
segments.
We are happy to report significant improvement in
Le Chameau’s performance as part of our portfolio,
underscoring our confidence in its strategic direction and
growth potential. Over the last four years, Le Chameau has
achieved commendable revenue growth, growing at a 13%
CAGR, with revenues reaching approximately £20 million in
2023. Notably, the Direct-to-Consumer (D2C) segment has
been a major contributor to growth, recording a 22% CAGR
over the same period. This segment saw revenue growth
of 38% in 2023 alone, making up more than a third of the
company’s total sales, and with projected growth is expected
to soon become the majority revenue source, demonstrating
the efficiency and scalability of Le Chameau’s direct sales
model. Meanwhile, the Business-to-Business (B2B) revenues
and margins have remained stable, ensuring a balanced and
resilient revenue mix.
In August 2023, the Marwyn Funds invested a further £5
million into the business (of which over £4.9 million was
attributable to MVIL’s ordinary share class), providing the
company with the capital needed to support the next phase of
its development, including expansion of digital and marketing
functions and investment in brand and tech capabilities.
This pivotal move was accompanied by the appointment of
Waheed Alli as Chair. Waheed brings invaluable experience
from his tenure as Chair of ASOS during its rapid growth
phase and his experience will be highly relevant to support
Le Chameau through the next phase of its growth journey.
The progress made throughout 2023 has been reflected in an
overall increase in the value of the Master Fund investment in
Silvercloud from £22.0m as at 31 December 2022 to £30.2m
as at 31 December 2023.
Looking ahead, Le Chameau is set to leverage its history of
successful collaborations with luxury brands to further raise
its brand position. The company is diligently developing the
“LC27” strategy, aimed at marking the build up towards its
centenary in 2027 with key strategic milestones. This forward-
looking approach is seeking to enhance brand value, expand
market reach, and secure Le Chameau’s position as a brand
rooted in the traditions of the countryside, with an aspirational
quality appealing to a wider customer base.
LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II
PALMER STREET | 450 | ACQUISITION COMPANIES
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Investment Portfolio
Ordinary Shares
2016 Realisation Shares
2021 Realisation Shares
NAV/share Contribution (£)
£0.27
£-
£0.26
% of share class NAV
15.3%
-%
13.6%
AdvancedAdvT Limited Digital, Software and Services www.advancedadvt.com
As at 31 December 2023
Management Partner
Vin Murria
Vin Murria OBE is an experienced executive and has operated
and/or advised public companies for over 30 years. Vin was
the founder and Chief Executive Officer of Advanced Computer
Software from 2008 until 2015 and built the business
organically and through acquisition from an initial cash shell
to an enterprise value of £750 million on sale to Vista Equity
Partners, delivering shareholder return of almost 1,100 per
cent, to those invested in the initial shell. The business was
named Tech Company of the Year (2014) having grown to be
the 3rd largest UK headquartered software business. Prior
to Advanced Computer Software, Vin was founder and Chief
Executive Officer of Computer Software Group plc from 2002
until 2007, which included a merger with IRIS Software, and
exit to Hellman and Friedman at a £500 million valuation. Prior
to this Vin was the COO of Kewill Systems Plc (now known as
BluJay Solutions).
Vin is also a non-executive director of FTSE 250 Softcat plc,
a leading provider of technology solutions and services and
FTSE 100 Bunzl plc, the international distribution and
services group.
Vin holds a bachelor’s degree in Computer Science, an MBA
and a Doctorate in Business Administration (Hon). Vin was
awarded an OBE in 2018 for her services to Technology and
the empowerment of women in the sector.
Vin is the founder of the PS Foundation, a charity set up to
support the education of women and children in poverty
in India and the UK.
Value Creation Opportunity
• Well-capitalised vehicle with an experienced and highly
credible management team
• Seeking to deliver innovative software solutions
with a strategic focus on sectors where AI, digital
transformation, data analytics and business intelligence
are in the early stages of adoption, but likely to radically
transform the workplace over the coming decades
Overview
AdvancedAdvT was launched in 2020 and subsequently
raised £130 million in March 2021, including a £17.5 million
subscription from Vin Murria, to support AdvancedAdvT’s
strategy.
Acquisition of Capita businesses
In June 2023, AdvancedAdvT announced that it had
conditionally agreed to acquire five software businesses
from Capita plc for a total enterprise value of approximately
£33 million in cash, representing an important milestone in
achieving their goal of completing business combinations
and generating attractive long-term returns for shareholders.
AdvancedAdvT announced completion of the acquisitions on
1 August 2023.
The acquired businesses include:
• CIBS - Financial and Business Solutions for public and
private sectors
• CHKS and Synaptic - Governance Risk and Compliance (GRC)
for the Healthcare and Financial Services sectors
(note: the Synaptic business has since been sold for an EV of
£3.5 million as identified as non-core to AdvT’s strategy)
• Retain/WFM - Global Professional Services and
Workforce Automation Software for Private and
Public Sectors
LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II
PALMER STREET | 450 | ACQUISITION COMPANIES
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Investment Portfolio
The acquired businesses have been strategically re-aligned
to prioritise customer needs and delivery of value-driven
software and digital solutions. As reported by AdvancedAdvT,
new customers have been acquired and new products and
features have been launched, with increasing customer
demand observed for digital services and solutions.
These businesses give AdvancedAdvT a solid base with an
opportunity to grow through a combination of organic and
acquisitive growth.
Strategic Approach
AdvancedAdvT is seeking to deliver software solutions with
a strategic focus on sectors where AI, digital transformation,
data analytics and business intelligence are in the early stages
of adoption, but likely to radically transform the workplace
over the coming decades. Following the acquisitions from
Capita, the initial focus will be on two core specialisms in
business transformation – business solutions and healthcare
compliance, and human capital management.
AdvancedAdvT is committed to finding opportunities for
deploying financial and operational resources and investment
to accelerate organic growth in the acquired businesses, with a
number of such opportunities having already been identified.
Outlook
We believe that AdvancedAdvT will have numerous
opportunities to build on the initial Capita acquisitions
with both organic and acquisitive growth.
With over £78 million of cash and a highly experienced
management team, AdvancedAdvT is extremely well-
positioned to execute synergistic and accretive M&A,
particularly in the current market, and with a noted increase
in inbound opportunities. Alongside progressing potential
M&A, AdvancedAdvT also plans to continue to drive organic
growth through investing in the platform businesses acquired
and enhancing functionality of existing software to target
incremental client wins.
LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II
PALMER STREET | 450 | ACQUISITION COMPANIES
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Investment Portfolio
Ordinary Shares
2016 Realisation Shares
2021 Realisation Shares
NAV/share Contribution (£)
£0.15
£0.22
£0.15
% of share class NAV
8.9%
5.4%
7.8%
Zegona Communications Plc Telecoms www.zegonacommunications.com
As at 31 December 2023
Management Partners
Eamonn O’Hare
Eamonn has spent over two decades as a board member
and senior executive of some of the world’s fastest growing
consumer and technology businesses. Former CFO and
main board director of the UK’s leading entertainment and
communications business, Virgin Media, Eamonn helped lead
the successful transformation of this business and its strategic
sale to Liberty Global for US$24 billion, crystallising US$14
billion of incremental shareholder value.
Background
Zegona was launched in March 2015 with a ‘Buy-Fix-Sell’
strategy within European TMT. Zegona’s first buy-fix-sell asset,
Telecable, was acquired in August 2015 and sold to Euskaltel
in July 2017 with Zegona retaining a 15% stake in Euskaltel
(later increased to 20%). Zegona returned 98% of its share of
proceeds from the sale of Euskaltel in 2021 via a tender offer.
Robert Samuelson
Robert was Executive Director Group Strategy of Virgin
Media from 2011 to 2014, during which time he was centrally
involved in the sale of the business to Liberty Global
and in the post-merger integration process. Prior to this,
Robert was a managing partner at Virgin Group with global
responsibility for developing and realising returns from Virgin’s
telecommunications and media businesses. His early career
was spent with British Aerospace and Royal Ordnance in
engineering and production management roles.
Value Creation Opportunity
Acquisition of Vodafone Spain announced in October
2023 at attractive valuation relative to other European
telecommunications operators with clearly defined value
levers being:
• Execute major cost reduction and efficiency
improvement programme
• Stabilise revenues with new commercial initiatives
• Potential for fixed network transaction
LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II
PALMER STREET | 450 | ACQUISITION COMPANIES
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Investment Portfolio
Acquisition of Vodafone Spain
In October 2023, Zegona announced it had entered into
binding agreements to acquire Vodafone Spain for €5.0 billion,
expected to complete in Q2 2024 following required regulatory
approvals.
The transaction was financed through an innovative mix of
vendor preference shares, underwritten leverage, bridge
financing, and a €300 million equity placement, of which our
funds contributed £7.845 million at £1.50 per share, which had
risen to £1.78 per share as at 31 December 2023, and has since
gone up further to £2.26 as at 31 March 2024.
The Zegona team’s ability to secure and execute a complex
deal like this in a competitive environment is testament to
their expertise and successful track record in the Spanish
telecommunications market, previously shown through their
work with both Telecable and Euskaltel.
The investment rationale is based on a low entry valuation,
offering multiple pathways for value creation. These avenues
include operational enhancements that leverage Zegona’s
historical successes in previous operating businesses. This
strategic approach not only aims to capitalise on the intrinsic
value and growth potential of the acquired business but
also reflects a deep understanding of the market dynamics
and operational efficiencies required to drive success in the
Spanish telecommunications sector.
Outlook
Looking ahead, Zegona has crafted a strategic blueprint for
value creation with several key drivers to be deployed: (i)
firstly, an intention to execute major cost reductions, with
the potential to unlock over €320 million in savings, based
on industry benchmarking; (ii) secondly, stabilising revenues
through new commercial initiatives; and finally (iii), a fixed
network transaction with a potential estimated value to
Zegona in the region of €2.0-3.5 billion.
LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II
PALMER STREET | 450 | ACQUISITION COMPANIES
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Investment Portfolio
Marwyn Acquisition Financial Services,
Company II Limited Consumer, Technology www.marwynac2.com
Ordinary Shares
2016 Realisation Shares
2021 Realisation Shares
NAV/share Contribution (£)
£0.18
£-
£0.17
% of share class NAV
10.0%
-%
8.9%
Capital raised
Target sectors
Listing
£12.7m
Financial Services, Consumer, Technology
LSE Main Market
As at 31 December 2023
Management Partners
Mark Hodges
Mark Hodges has over 30 years experience across the financial
services and consumer sectors, including extensive FTSE
100 PLC board experience with Centrica plc and Aviva plc. As
former CEO of ReAssure, Mark led the business through the
£425 million acquisition of Quilter’s UK Heritage business and
oversaw the sale of Reassure to Phoenix Group Holdings in
2020 for £3.25 billion. At the time of the sale, ReAssure had
approximately £80 billion of assets under administration,
4 million customers and approximately 2,500 employees.
Will Self
Will Self has over 20 years of cross-functional experience
leading financial brands in the UK, including driving M&A
and has held CEO positions at Curtis Banks Group PLC, a
leading UK pension provider, offering a range of SIPP and
SSAS solutions for individuals and businesses and Suffolk
Life, a division of Legal & General, as well as holding the Chief
Commercial Officer role at Cofunds, a sister company within
Legal & General. Will also holds a variety of non-executive
roles, including positions with a number of charities and as
deputy chair on the FCA’s Smaller Business Practitioners Panel.
Value Creation Opportunity
• LSE-listed vehicle, led by a highly experienced
and well-regarded management team
• Seeking acquisition opportunities in the financial
services, consumer and technology sectors set to benefit
from social and macroeconomic trends brought about
by changing demographics, the concentration and
intergenerational transfer of wealth and increasing
needs for social and non-financial family support
LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II
PALMER STREET | 450 | ACQUISITION COMPANIES
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Investment Portfolio
Overview
The strategy of MAC II is focused on pursuing acquisition
opportunities in the financial services, consumer and
technology sectors.
The MAC II directors believe that the current market backdrop
has amongst a range of drivers, four notable interrelated
themes which they believe are shaping a clear customer need
that remains largely unmet:
1. Changing population and demographics –
An increasingly ageing population is likely to have a
significant impact on economies, social care systems
and household finances. The MAC II directors believe
future financial solutions will need to reflect an
increasing level of intergenerational financial and social
dependencies.
2. Wealth transfer and the role of families –
The role played by families in providing future
financial solutions is of increasing importance, with
parents, other family members and friends providing
progressively more support to new homeowners and
adult dependents.
3. Socialandnon-financialfamilysupport–
Vast numbers of people across the UK and the US
provide unpaid care for a friend or family member.
4. Concentration of wealth –
Across the UK and US, wealth is principally concentrated
in property, pension assets and equities.
With the combination of these social and macroeconomic
conditions and trends, the MAC II directors believe all
generations are facing increasingly challenging financial
situations which are creating several problems to be solved and
that there is a well-defined need and opportunity, now more
than ever, for clear and impartial support and solutions to be
provided to, and shared amongst, friends, family and peers.
MAC II intends to execute its strategy through a combination
of selective M&A of platform and bolt-on businesses, potential
strategic partnerships with established financial services
operators as well as ongoing operational improvements. Target
company market segments, principally expected to be in the UK
and US.
As the investment focus continues to evolve, the MAC II
directors believe one area of interest where opportunities
are likely to emerge is related to the burgeoning growth of
the personal pension sector (the UK SIPP market), which is
anticipated to swell from approximately £500 billion to £750
billion over the next five years. This is set against a backdrop of
an aging population, a widening savings gap, regulatory shifts
towards personal savings, and a significant transition from
Defined Benefit to Defined Contribution pension schemes.
The MAC II directors continue to progress a number of
discussions regarding potential M&A, including consolidation
in the pension administration market, as well as other
opportunities.
LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II
PALMER STREET | 450 | ACQUISITION COMPANIES
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Martin Schnaier
Investment Portfolio
Ordinary Shares
2016 Realisation Shares
2021 Realisation Shares
NAV/share Contribution (£)
£0.11
£-
£-
% of share class NAV
6.5%
-%
-%
Palmer Street Limited Private Capital Servicing www.palmerfs.com
As at 31 December 2023
Management Team
Palmer’s management partners comprises Martin Schnaier,
James Ireland, James Bermingham, Jason Bingham, and Phil
Godley who have all previously worked in senior leadership
roles at FTSE 250 company, Sanne Group plc, that was taken
private by Apex Group for £1.5 billion in August 2022.
At completion of the acquisition, Sanne employed over
2,500 people located in 23 offices across North America,
EMEA and Asia Pacific. The founding team worked closely in
various capacities during their tenures at Sanne, which saw
the business grow from a small, private company to a major
international public company.
Value Creation Opportunity
Palmer has been set up to take advantage of the opportunity
to provide a differentiated business proposition in the private
capital servicing sector, considering both organic and inorganic
growth opportunities.
This is supported by a backdrop of a number of sector
tailwinds, expected to include:
• Opportunity to build an innovative private capital
service model free from the constraint of legacy systems
• Market growth driven by increasing regulatory burden
and associated growth in cost of compliance
• Growth to date of alternative asset classes and forecast
continuation of AUM growth
• Low levels of service penetration in two of the three
largest markets globally
• Client demands for increased levels of tech-enabled
services
• Defendable contracts with high switching costs
Overview
In May 2023, the Marwyn Funds invested £8 million into
Palmer (of which approximately £6.2 million was attributable
to MVIL’s ordinary share class), with Palmer commencing
the necessary regulatory approval processes in order for
the company to conduct its business across key territories.
Palmer’s expanding team has hit the ground running,
establishing operations and winning new clients in its London
and Jersey hubs.
Since its public launch in January 2024, the company has
seen a surge in inbound opportunities, reflecting the
industry’s acknowledgment of Palmer’s expertise and
value. Furthermore, Palmer has launched its website
(www.palmerfs.com), now operational and serving as a
comprehensive resource for clients and partners to explore
its services and engage with the firm.
LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II
PALMER STREET | 450 | ACQUISITION COMPANIES
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Investment Portfolio
450 plc Content, Media, Technology www.450plc.com
Cash held
Acquisition target size
Target sectors
Listing
£4.5m
Up to £500m
Content, Media, Technology
LSE AIM
As at 31 December 2023
Management Partner
Waheed Alli
Waheed has over 30 years’ experience across the retail, media,
entertainment and technology sectors, having launched
and grown a number of highly successful private and public
businesses in his career.
Waheed co-founded TV production companies Planet 24 and
Shine, was Chair of production company Chorion plc, including
during its time as a listed business between 2003 and 2006
delivering share price growth of over 275%, and was also
Founder and CEO of Silvergate Media, ultimately sold to
Sony in 2019.
Value Creation Opportunity
• Ongoing digital transformation of the media and
entertainment industries and widespread adoption of
digital media has led to a fundamental change in the
way content is created, consumed and engaged with
• Opportunity to invest in content, media or technology
companies that have facilitated and are expected to
continue to benefit from this shift
Overview
In connection with the appointment of Waheed Alli as Chair
in November 2022 and following shareholder approval at the
company’s AGM in December 2022, the strategy of 450 plc was
amended to focus on acquisition opportunities arising within
the traditional and digital creative industries encompassing the
content, media and technology sectors. 450 plc will consider
the acquisition of private companies and public offers for,
and mergers with, existing listed businesses, in the UK and
internationally.
With the acceleration in digital technology having an increasing
impact on the media and entertainment landscape, the 450 plc
directors continue to believe this will fundamentally shift how
we produce, access, and interact with content. This evolution
is expected to include a move towards engaging content
through a blend of online and physical experiences, enriched
by the advent of virtual and augmented reality, as well as the
monetisation of IP through different formats and verticals.
During the period, the 450 plc directors have engaged with a
number of companies and executive teams, discussions with a
number of whom, are ongoing.
The 450 plc directors continue to see promising opportunities
for investment in the content, media, and technology
sectors but remain cautious in their views on valuations
and the importance of identifying scalable and sustainably
profitable business models. The directors believe the ongoing
technological advancements and shifts in consumer behaviour
are likely to provide investment opportunities in a sector
undergoing structural change, with the 450 plc’s listed status
and investment thesis being well placed to capitalise on.
Ordinary Shares
2016 Realisation Shares
2021 Realisation Shares
NAV/share Contribution (£)
£0.09
£-
£0.09
% of share class NAV
5.2%
-%
4.6%
LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II
PALMER STREET | 450 | ACQUISITION COMPANIES
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Overview
The Manager launched MAC III in December 2020 as an LSE
Main Market listed acquisition company. £12.5 million has
been invested by the Marwyn Funds into MAC III (of which £9.8
million is attributable to MVIL’s ordinary share class and £0.06
million is attributable to MVIL’s 2021 realisation share class).
In April 2022 MAC III published a prospectus in relation to a
12 month placing programme for a redeemable C share class
(“C Shares”). The initial placing programme has subsequently
been terminated, saving on the legal and professional fees
and management time that would be incurred in its renewal
whilst the focus remains firmly on identifying the company’s
Management Partners and platform acquisition. MAC III will
be able to re-issue a prospectus to enable the company to
utilise a C share class at relatively short notice where deemed
appropriate by the Directors. It is expected that the ability
to issue C shares where appropriate, alongside the existing
flexibility of the MAC structure to utilise the issuance of either
listed ordinary shares or unlisted B shares provides MAC
III with a competitive advantage in securing and financing
attractive acquisition opportunities and bringing the best
executive management back to the UK public markets.
MAC Alpha, launched in December 2021, is an LSE Main
Market listed acquisition company which is expected to
focus on investment opportunities where a combination of
management expertise, improving operating performance,
freeing up cashflow for investment and implementation of a
focused buy and build strategy can unlock growth in core
markets and often into new territories and adjacent sectors.
MAC Alpha is currently not proposing to issue redeemable
shares and is seeking Management Partners and transactions
which can utilise its Main Market listing on the London Stock
Exchange.
The Manager continues to progress a series of discussions
with industry-leading management teams, drawn to the
flexibility of Marwyn’s model and the potential it offers to
execute sector-specific buy-and-build strategies. These
discussions, however, are often non-linear, and their timing
can be unpredictable. The presence of pre-existing listed
vehicles within Marwyn’s portfolio provides a significant
advantage, enabling the Manager to react opportunistically
and secure top Management Partners effectively.
Proposed changes to the Listing Rules may result in
fewer acquisition companies being formed in future.
As a consequence, there may be additional value in the
existing acquisition companies which benefit from certain
grandfathered rules.
Investment Portfolio
Acquisition Companies:
Marwyn Acquisition Company III Limited
MAC Alpha Limited
% of share class NAV
1.0%
-%
-%
NAV/share Contribution (£)
£0.02
£-
£-
Ordinary Shares
2016 Realisation Shares
2021 Realisation Shares
NAV/share Contribution (£)
£0.18
£-
£0.17
% of share class NAV
10.0%
-%
8.9%
Capital raised
Target sectors
(each to be refined on
the appointment of a
Management Partner
into the relevant
company)
£12.7m
Automotive & Transport
Clean Technology
Consumer & Luxury Goods
Banking & FinTech
Insurance, Reinsurance &
InsurTech & Other Vertical
Marketplaces
Media & Entertainment
Healthcare & Diagnostics
B2B Services
LSE Main Market
£1.4m
Automotive & Transport
Business-to-Business Services
Clean Technology
Consumer & Luxury Goods
Financial Services, Banking & FinTech
Insurance, Reinsurance & InsurTech, & Other
Vertical Marketplaces
Healthcare & Diagnostics
Media & Technology
LSE Main Market
As at 31 December 2023
MAC III
MAC III MAC ALPHA
MAC ALPHA
LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II
PALMER STREET | 450 | ACQUISITION COMPANIES
Listing
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ORDINARY SHARES
Allocation of NAV by company at 31 December 2023
Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund
and MVI II LP, the Company’s total NAV attributable to ordinary shareholders as at 31 December 2023 is broken
down as follows:
Allocation of NAV by company at 31 March 2024
Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund
and MVI II LP, the Company’s total NAV attributable to ordinary shareholders as at 31 March 2024 is broken down
as follows:
All portfolio assets are held at fair value by the Marwyn Funds in accordance with International Financial Reporting
Standards. Where there is no active market for a listed investment, or where the investment is unlisted, the valuation
methodologies applied are fully compliant with International Private Equity and Venture Capital valuation guidelines
as updated.
Allocation of Net Asset Value
Quoted investments
AdvancedAdvT Limited ADVT Software 15.0 0.27 15.4% MVI II LP
Marwyn Acquisition Company II Limited MAC2 Financial, Consumer, Technology 9.8 0.18 10.0% MVI II LP
Marwyn Acquisition Company III Limited MAC3 Various 9.8 0.18 10.0% MVI II LP
Zegona Communications plc ZEG Communications 8.7 0.15 8.9% MVI II LP
450 plc 450 Content, Media, Technology 5.1 0.09 5.2% MVI II LP
MAC Alpha Limited MACA Various 1.0 0.02 1.0% MVI II LP
Unquoted investments
Silvercloud Holdings Limited (Le Chameau) Unlisted Luxury Goods 27.6 0.50 28.2% Master Fund
Palmer Street Limited Unlisted Private Capital Servicing 6.4 0.11 6.6% MVI II LP
Total value 83.4 1.50 85.3%
Cash 21.8 0.39 22.3% Various
Other assets / liabilities (7.5) (0.13) (7.6)% Various
Net assets 97.7 1.76 100.0%
Quoted investments
AdvancedAdvT Limited ADVT Software 20.6 0.37 20.2% MVI II LP
Zegona Communications plc ZEG Communications 10.7 0.19 10.5% MVI II LP
Marwyn Acquisition Company II Limited MAC2 Financial, Consumer, Technology 9.8 0.18 9.6% MVI II LP
Marwyn Acquisition Company III Limited MAC3 Various 9.8 0.18 9.6% MVI II LP
450 plc 450 Content, Media, Technology 5.1 0.09 5.0% MVI II LP
MAC Alpha Limited MACA Various 1.0 0.02 1.0% MVI II LP
Unquoted investments
Silvercloud Holdings Limited (Le Chameau) Unlisted Luxury Goods 28.4 0.51 27.8% Master Fund
Palmer Street Limited Unlisted Private Capital Servicing 6.4 0.12 6.3% MVI II LP
Total value 91.7 1.65 89.9%
Cash 19.1 0.34 18.7% Various
Other assets / liabilities (8.8) (0.16) (8.6)% Various
Net assets 102.1 1.84 100.0%
Cash is primarily held by the Master Fund
COMPANY TICKER FOCUS % OF NAV
NAV/SHARE
CONTRIBUTION
(£)
HELD BY
TOTAL
VALUE
(£m)
COMPANY TICKER FOCUS % OF NAV
NAV/SHARE
CONTRIBUTION
(£)
HELD BY
TOTAL
VALUE
(£m)
28
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2016 REALISATION SHARES
Allocation of NAV by company at 31 December 2023
Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund,
the Company’s total NAV attributable to 2016 realisation shareholders as at 31 December 2023 is broken down as
follows:
Allocation of NAV by company at 31 March 2024
Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund,
the Company’s total NAV attributable to 2016 realisation shareholders as at 31 March 2024 is broken down as
follows:
Allocation of Net Asset Value
Quoted investments
Zegona Communications plc ZEG Communications 0.2 0.22 5.4% Master Fund
Unquoted investments
Silvercloud Holdings Limited (Le Chameau) Unlisted Luxury Goods 2.4 3.51 85.6% Master Fund
Total value 2.6 3.73 91.0%
Cash 0.8 1.12 27.4% Various
Other assets / liabilities (0.6) (0.75) (18.4)% Various
Net assets 2.80 4.10 100.0%
Quoted investments
Zegona Communications plc ZEG Communications 0.2 0.27 6.5% Master Fund
Unquoted investments
Silvercloud Holdings Limited (Le Chameau) Unlisted Luxury Goods 2.4 3.51 85.6% Master Fund
Total value 2.6 3.78 91.5%
Cash 0.8 1.10 26.8% Various
Other assets / liabilities (0.5) (0.75) (18.3)% Various
Net assets 2.8 4.12 100.0%
COMPANY TICKER FOCUS % OF NAV
NAV/SHARE
CONTRIBUTION
(£)
HELD BY
TOTAL
VALUE
(£m)
COMPANY TICKER FOCUS % OF NAV
NAV/SHARE
CONTRIBUTION
(£)
HELD BY
TOTAL
VALUE
(£m)
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2021 REALISATION SHARES
Allocation of NAV by company at 31 December 2023
Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund,
the Company’s total NAV attributable to 2021 realisation shareholders as at 31 December 2023 is broken down as
follows:
Allocation of NAV by company at 31 March 2024
Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund,
the Company’s total NAV attributable to 2021 realisation shareholders as at 31 March 2024 is broken down as
follows:
Allocation of Net Asset Value
Quoted investments
AdvancedAdvT Limited ADVT Software 0.09 0.26 13.6% Master Fund
Marwyn Acquisition Company II Limited MAC2 Financial, Consumer, Technology 0.06 0.17 8.9% Master Fund
Marwyn Acquisition Company III Limited MAC3 Various 0.06 0.17 8.9% Master Fund
Zegona Communications plc ZEG Communications 0.06 0.15 7.8% Master Fund
450 plc 450 Content, Media, Technology 0.03 0.09 4.6% Master Fund
Unquoted investments
Silvercloud Holdings Limited (Le Chameau) Unlisted Luxury Goods 0.17 0.48 25.0% Master Fund
Total value 0.47 1.32 68.8%
Cash 0.26 0.73 37.7% Various
Other assets / liabilities (0.03) (0.12) (6.5)% Various
Net assets 0.70 1.93 100.0%
Quoted investments
AdvancedAdvT Limited ADVT Software 0.13 0.36 17.7% Master Fund
Zegona Communications plc ZEG Communications 0.07 0.19 9.1% Master Fund
Marwyn Acquisition Company II Limited MAC2 Financial, Consumer, Technology 0.06 0.17 8.4% Master Fund
Marwyn Acquisition Company III Limited MAC3 Various 0.06 0.17 8.4% Master Fund
450 plc 450 Content, Media, Technology 0.03 0.09 4.4% Master Fund
Unquoted investments
Silvercloud Holdings Limited (Le Chameau) Unlisted Luxury Goods 0.18 0.50 24.4% Master Fund
Total value 0.53 1.47 72.4%
Cash 0.26 0.72 35.7% Various
Other assets / liabilities (0.06) (0.16) (8.1)% Various
Net assets 0.73 2.03 100.0%
COMPANY TICKER FOCUS % OF NAV
NAV/SHARE
CONTRIBUTION
(£)
HELD BY
TOTAL
VALUE
(£m)
COMPANY TICKER FOCUS % OF NAV
NAV/SHARE
CONTRIBUTION
(£)
HELD BY
TOTAL
VALUE
(£m)
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Environmental, Social and Governance
ESG and our Investments
The Company’s investments comprise predominantly
of listed acquisition companies (with listings on the
Main Market and quotations on AIM), a number of
which are yet to acquire platform targets, alongside
two non-listed investments. Marwyn will continue to
support the portfolio companies as they adjust to the
evolving regulatory and legislative ESG landscape as it
applies both before and after the completion of their
platform acquisitions.
ESG at the Manager
We are a small team, and our people are fundamental
to our business. We are committed to providing
an inclusive and collaborative place to work where
people are recognised and rewarded for delivering on
our strategic ambitions and values (including sound
and effective risk management) and incorporating
measures to avoid conflicts of interest and excessive
risk taking. Our incentive scheme ensures that the
team are aligned with the Company’s shareholders,
whilst providing an incentive that allows us to hire and
retain the best talent.
Our dynamic team includes people with a range of
qualifications, backgrounds, and expertise. We have a
highly qualified team and foster a culture of continued
learning and development to keep our team at the
forefront of market practices.
The health and wellbeing of our team is imperative.
Alongside encouraging a work-life balance, we have
an on-site gym offering personal training sessions
and support sporting pursuits.
We are mindful of our place in the communities in
which we work and live and encourage our team to
contribute and give back. Our partners work with
a handful of schools in North London, providing
students with presentations on what a job in
investment management entails, as well as one-
on-one mentoring, interview practice and work
experience at the Manager.
We also operate the Marwyn Trust which provides
financial support to charities both in the UK and
further afield.
The Marwyn Trust
The Marwyn Trust was formed in 2009 by Marwyn’s
partners and was established to make donations from
Marwyn and associated companies and individuals
to charitable institutions at the discretion of the
trustees. The Trust has recently donated to charitable
institutions working with the underprivileged and
in the fields of education, healthcare, economic
development and supporting individuals in the
arts profession.
During 2023, The Marwyn Trust continued to build
on its longstanding relationship with the Sumbandila
Scholarship Trust (“Sumbandila”).
Sumbandila provides full scholarships to private
schools, as well as an educational outreach program to
children living in rural areas in South Africa. This aims
to transform the lives of underprivileged children,
creating entrepreneurs and leaders who will make
significant contributions to the future of South Africa.
Marwyn management have built strong relationships
with Sumbandila, with the partners having taken
numerous trips to visit the charity in South Africa.
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The Marwyn Trust
Environmental, Social and Governance
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33
Capital Distributions, NAV and Discount
Management
As is common to many investment companies, the Company’s shares have typically traded at a discount to their
underlying NAV. The average discount to NAV of the Company’s ordinary shares during the year was 47.05%,
compared to the equivalent 37.4% average in the prior year. The discount range was 42.3% to 54.3%. The
Company has a range of features and policies that the Board believes act to mitigate the overall discount level:
Dividend Policy: the Company currently pays an annual dividend of 9.06p per ordinary share, paid in equal
quarterly installments, which equates to a dividend yield of over 11.2% based on the Company’s ordinary share
price as at 31 December 2023.
Profit Distribution Policy: the Company currently distributes 50% of investment profits as and when realised to
ordinary shareholders, to the extent this has not been returned already through dividends or buy-backs.
Further information on these policies is provided below.
Realisation Classes: every five years the Company allows ordinary shareholders to convert their shares
into a new series of realisation shares. On disposal of an investment, save for reasonable working capital
requirements, all proceeds are returned directly to shareholders allowing them to ultimately receive 100% of the
underlying NAV. The next Realisation Class offer is scheduled to be made available to ordinary shareholders in
November 2026.
The Board believes that the combination of these measures provides shareholders with potentially substantial
returns of capital as demonstrated by the data below.
Realisation Share Performance
Capital Returns and Distributions Since Inception
Realisation
Class
2016
2021
MVIR
MVR2
Ticker
+5.0%
+4.2%
Period
TSR
12
+204.3%
+193.1%
Inception to
date TSR
13
+4.7%
+8.6%
409.6p
193.0p
Nav
per
share
£2.8m
£0.7m
Net
Assets
89.4%
0.0%
NAV
distributed
SINCE INCEPTION
15
For the year ended 31 December 2023
Dividends
and
buybacks
16
£63.3m
Capital
returns
£25.9m
Total
distributions
£89.2m
Total Capital
returns
£16.4m
Dividends
and
buybacks
£63.3m
Capital
returns
£42.3m
Total Since
inception
£105.6m
Ordinary Shares Combined
Realisation
Classes
12
For the realisation share classes, shareholder total return is calculated as the movement in total shareholder value, including all distributions made to
realisation shareholders over the relevant period.
13
Realisation Class inception to date is calculated based on the ordinary share performance up to the date the ordinary shares were converted to the
relevant Realisation Class, then shareholder total return of the relevant Realisation Class from that date.
14
Realisation Class shareholder total return from creation of class represents total shareholder return for the relevant class from the date that ordinary
shares were converted to realisation shares for each class.
15
Calculated as total distributions as a percentage of Net Assets on creation of each class.
16
Includes the dividend paid to ordinary shareholders in February 2024.
TSR from
creation
of Class
14
34
|
Ordinary Share Distribution Policy
The Company’s Ordinary Share Distribution Policy is comprised of two parts:
1. Minimum annual return
Policy
The Company will deliver a minimum annual return to shareholders by making distributions in each quarter.
Pursuant to the Ordinary Share Distribution Policy, in each year the Minimum Annual Distribution will be
maintained or grown on a pence per share basis.
In circumstances where the Board decides to make a dividend payment which cannot be funded by income
received by the Master Fund or MVI II LP, the Master Fund may make distributions from the capital attributable
to ordinary share interests to enable the Company to meet its obligations.
Any distribution of the minimum annual return may be made by way of:
(i) repurchases of ordinary shares;
(ii) by payment of dividends; or
(iii) a combination of both.
Implementation
Following consultations with the Company’s significant shareholders on the implementation of this policy, the
Board determined that, from the start of 2021, the most suitable method to satisfy the minimum distribution was
through the payment of dividends rather than through share repurchases. Interim dividends of 2.265p per ordinary
share were paid in February, May, August, and November 2023, each being a total payment of £1,256,857. These
payments have continued in 2024, with an interim dividend of 2.265p per ordinary share paid in February 2024.
2. Returns following Net Capital Gains
Policy
Where the Master Fund or MVI II LP disposes of an asset for a Net Capital Gain and the Company has not already
returned to ordinary shareholders an aggregate amount since 19 November 2013 in excess of 50 per cent of that
gain and any previous such gains pursuant to the Ordinary Share Distribution Policy (Minimum Annual Distribution
payments referred to above are treated as if they had been returns of gains for this purpose), the Master Fund will
distribute the difference to the Company. The Company will, in turn, make a corresponding distribution to ordinary
shareholders by way of tender offers, share repurchases or other returns of capital and distributions. Any share
repurchases may alternatively be made by the Master Fund and cancelled using the Exchange Procedure described
in the Company’s prospectus dated 19 October 2016. Returns following a Net Capital Gain may also be made by way
of an extraordinary distribution, where applicable, by adding such amount to the next proposed quarterly dividend
(if any), where doing so would not result in a delay as compared to declaring an extraordinary distribution.
The balance of any Profitable Realisation, after the payment of any incentive allocation, will be retained in the Master
Fund and available for new and follow-on investments and to meet the Master Fund’s reasonable working capital
requirements, although all or part of the balance may be used to augment distributions under the Ordinary Share
Distribution Policy. There is no adjustment, or offset, of any Net Capital Gains for any investments realised at a loss.
Implementation
Since the last distribution of Net Capital Gains made under this section 2 of the Ordinary Share Distribution Policy
following the disposal of the investment in Entertainment One, a total of over £51.5 million has been returned to
ordinary shareholders (including the February 2024 dividend) compared to realised gains attributable to ordinary
shareholders totaling £34.2 million (50% of which is £17.1 million). Accordingly, the Company has, to date, distributed
£34.4 million in excess of what would be required under this policy, and realised gains attributable to ordinary
shareholders in excess of £68.8 million will be needed before any return on a Profitable Realisation is made.
Since implementation in November 2013, over £78.5 million has been returned to shareholders under the Ordinary
Share Distribution Policy.
For the avoidance of doubt, the Company’s Ordinary Share Distribution Policy applies only to the ordinary shares.
The 2016 realisation shares and 2021 realisation shares carry no rights to participate in the Company’s Ordinary
Share Distribution Policy.
Capital Distributions, NAV and Discount
Management
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35
Fund Structure and Investment Policy
Status and Activities
The Company is a closed-ended investment company
registered by way of continuation in the Cayman
Islands (registered number MC-228005). The rights of
shareholders are governed by Cayman law and the
Articles. The rights of shareholders are governed by
Cayman law and the Articles. These rights may differ
from the rights and duties owed to shareholders in a
company incorporated in the UK.
The Company was admitted to trading as a closed-
ended investment company on the Specialist Fund
Market (the precursor to the Specialist Fund Segment)
on 8 December 2008.
Fund Structure
The Company is a feeder fund which has invested
substantially all of its assets into limited partnership
interests in the Master Fund. The Company has
no redemption rights for its investment in the
Master Fund.
The Master Fund has invested in a second master
fund, MVI II LP, a private equity fund structure
through which the majority of the Master Fund’s
investments attributable to ordinary shareholders
are made. Assets attributable to the 2016 realisation
shareholders and 2021 realisation shareholders
(each a “Realisation Pool”) are held directly by the
Master Fund. A look-through breakdown of the NAV
attributable to the ordinary, 2016 realisation and 2021
realisation shareholders along with ownership of the
assets is detailed in the Allocation of Net Asset Value
section of this Annual Report.
The structure of the Marwyn Funds, as detailed in
the structure chart below has evolved since inception
to provide access to a wider investor base. The
Company was added as a feeder to the Master Fund
to allow access to public market investors through the
Company’s listing on the Specialist Fund Segment and
MVI II LP was launched to provide access to private
equity investor capital.
The Portfolio Company investments of MVI II LP are held by MVI II Holdings I LP, which aggregates the
investments of MVI II LP and its stapled co-investment vehicle, MVI II Co-Invest LP.
Marwyn Value Investors Limited
Listed on Specialist Fund Segment
of the London Stock Exchange
Marwyn Value Investors LP The “Master Fund”
Marwyn Value Investors II LP
“MVI II LP”
2016 Realisation
Shares
Ordinary
Shares
“2016 Realisation Pool”“Main Pool” “2021 Realisation Pool”
Portfolio Company
Investment
Portfolio Company
Investment
Silvercloud Holdings Limited
(Le Chameau)
2021 Realisation
Shares
100% of 2021
Realisation Pool
100% of 2016
Realisation Pool
>99.9% Main
Partnership
˜
83% Ownership
Portfolio Company Investment
36
|
Fund Structure and Investment Policy
Investment Objective
The investment objective of the Company is to
maximise total returns primarily through the capital
appreciation of its investments.
Investment Policy
There are no investment restrictions applicable to the
Company or the Master Fund.
MVI II LP has the following investment restrictions:
• no investment can exceed 30% of the MVI II LP
limited partners’ aggregate commitments at the
time of investment;
• it cannot engage in derivative trading except to
hedge or enhance an investment in an existing
or prospective Portfolio Company;
• it cannot invest in any blind-pool investment
fund; and
• it may recycle distributed capital, up to an
amount equal to 100% of the partners’ aggregate
commitments, which may only be used to
acquire assets, and not pay fees.
The Master Fund and MVI II LP invest either directly
or indirectly into the Portfolio Companies. The Master
Fund (with the exception of the classes attributable
to realisation shareholders) and MVI II LP (during its
investment period being five years from the final close
on 31 March 2019) are permitted to make follow-on
investments into the Portfolio Companies and invest
in new Portfolio Companies. In the case of capital
relating to the Company’s realisation shares, the
Master Fund is only permitted to invest cash in follow-
on investments in the Portfolio Companies within
three years of creation of a Realisation Class which
for the 2016 Realisation Class expired in November
2019 and for the 2021 Realisation Class runs to
November 2024.
The Master Fund also has an express power to use
cash to acquire the Company’s shares at a discount to
their NAV for cancellation. Any such acquisitions and
cancellations will be NAV enhancing for the continuing
holders of ordinary shares. The use of such power is
periodically reviewed by the Manager and the Board.
The assets attributable to each Realisation Pool
are managed with a view to maximising investment
returns, realising investments and making
distributions to the holders of the relevant class
of realisation shares as realisations are made. A
Realisation Pool is permitted to invest cash allocated
to it upon its creation in follow-on investments into
existing Portfolio Companies made within three years
of the creation of the Realisation Pool. Unlike the
investment policy in respect of the assets relating to
ordinary shareholders, cash generated on the sale
of an investment in a Realisation Pool may not be
re-invested and is, subject to amounts held back for
reasonable working capital requirements, distributed
to the relevant class of realisation shareholders.
Portfolio Company Costs
Entities within the Marwyn group may provide
services to the Portfolio Companies indirectly invested
in by the Company. These services include, but are not
limited to, corporate finance advisory, transactional
support, company secretarial, administrative and
accounting services.
Fees for any services provided are negotiated and
agreed with the independent management teams
operating each Portfolio Company (once appointed)
and are in accordance with any regulatory or
corporate governance requirements, as applicable.
There is no obligation for any Portfolio Company to
use the services offered by the Marwyn group and
third party service providers could be, and frequently
are, used.
Due to the shareholdings that the Marwyn Funds have
in the Portfolio Companies and directorships that
the Marwyn principals have on their boards, Marwyn
group entities are invariably considered to be ‘related
parties’ to the Portfolio Companies and as such, all
fees payable to Marwyn entities are fully disclosed in
the Portfolio Companies’ audited accounts, with all
contracts deemed ‘significant’ also being disclosed
in any Portfolio Company admission document or
prospectus.
The Portfolio Company costs indirectly borne by the
Company are proportional to the Company’s indirect
holding in each Portfolio Company. The holding in
each as at the balance sheet date is disclosed in the
Look-through Portfolio Information section of this
Annual Report.
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37
Report of the Directors
TheDirectorswhoservedduringtheyear
and to the date of this report were:
Robert Ware
CHAIRMAN
Martin Adams
SENIOR INDEPENDENT
NON-EXECUTIVE
DIRECTOR
The Directors present their Annual Report and the audited
financial statements for the year ended 31 December 2023.
Victoria Webster
INDEPENDENT
NON-EXECUTIVE DIRECTOR
Peter Rioda
INDEPENDENT
NON-EXECUTIVE DIRECTOR
38
|
Report of the Directors
Robert Ware
(Non-Executive Chairman)
Committee membership:
Nomination Committee – Chairman
Date of appointment: 3 October 2006
Robert qualified as a member of the Institute of Chartered
Accountants in England and Wales with Peat Marwick. He
served as a Director of Development Securities PLC between
1988 and 1994, filling the roles of Joint Managing Director and
Finance Director in the latter stage of his tenure.
Robert served first as corporate development director and
then as deputy chief executive of MEPC between June 1997
and June 2003. MEPC was the fourth largest property company
quoted on the LSE until September 2000, when Leconport
Estates, a company jointly owned by clients of Hermes
Pensions Management Limited and GE Real Estate, took the
company private. During his tenure at MEPC, Robert and the
team realised over £6 billion of international properties and
invested over £2 billion, mainly in the UK. Prior to joining
MEPC, Robert served as a director of Development Securities
plc between 1988 and 1994.
Robert is currently chief executive officer of The Conygar
Investment Company PLC, an AIM quoted property investment
and development company formed in 2003 by Robert and
members of the ex-MEPC team.
The Nomination Committee’s considerations on Robert’s
tenure are included in the ‘Nomination Committee’ section of
the Report of the Directors.
Peter Rioda
(Independent Non-Executive Director)
Committee membership:
Audit Committee – Member
Nomination Committee – Member
Remuneration Committee – Member
Date of appointment: 9 July 2020
Peter is a qualified chartered accountant and independent
non-executive director with over 25 years of industry
experience who specialises in the establishment and
management of alternative investment funds. He successfully
established and developed Sanne Group’s fund administration
business between 2006 and 2016 exiting following its IPO in
2015. He has strong investment, risk management, governance
and compliance skills acquired through directorships on a
wide range of regulated and unregulated fund structures.
Peter is the independent non-executive chairman of Marwyn
General Partner II Limited (the general partner of MVI II
L.P.). Marwyn General Partner II Limited is not a Marwyn
operating company and is regulated by the Jersey Financial
Services Commission. It is a special purpose company whose
role is to act as a general partner to MVI II LP, the fund into
which the ordinary shares are ultimately invested. Peter’s
role as an independent director of Marwyn General Partner
II Limited provides him with insight on Marwyn’s investment
process. The Board considers that this provides increased
oversight and transparency into the investment structure
and enhances the role Peter plays on the Board, without
impugning his independence as a Director. As such, the Board
has determined him to be independent of Marwyn and any
shareholders of the Company.
Martin Adams
(Senior Independent Non-Executive Director)
Committee membership:
Remuneration Committee – Chairman
Audit Committee – Member
Nomination Committee – Member
Date of appointment: 8 May 2015
Martin has served for over 30 years in executive and non-
executive capacities, both as chairman and director of over
20 closed-end funds and fund-invested operating companies
listed on European stock exchanges; and on the boards of
fund management companies. His investment experience
encompasses private equity, property, infrastructure and
renewables assets, predominantly in Asia and Europe. Prior
to serving on the boards of listed funds, he founded Vietnam
Fund Management Company, raised and managed the first
institutional investment fund for Vietnam and has been
involved as a director, manager or sponsor of 11 investment
funds and managers in Vietnam.
Martin is currently the Chairman of Eastern European
Property Fund Limited and a non-executive director of
National Investment and Infrastructure Fund Limited in India
and Metage Funds Limited. He started his career with the
Lloyds Bank group, where he was based in the UK, Hong Kong,
Portugal and the Netherlands.
In July 2020, Martin was appointed as Senior Independent
Director of the Company.
Victoria Webster
(Independent Non-Executive Director)
Committee membership:
Audit Committee – Chairman
Nomination Committee – Member
Remuneration Committee – Member
Date of appointment: 9 July 2020
Victoria is a fellow of the Institute of Chartered
Accountants in England and Wales having qualified with
PriceWaterhouseCoopers. She has worked in Guernsey,
London and New York, specialising in the audit of alternative
investment funds. Victoria is the Managing Director of a
Guernsey based independent chartered accountancy and
audit practice, Cleland & Co Limited, which specialises in
providing a range of services to owner-managed companies
and regulated entities across all sectors.
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39
Report of the Directors
Directors’ Interests
The Directors’ interests in the ordinary shares of the
Company were as follows as at 31 December 2023
and 31 December 2022.
Ordinary Shares Ordinary Shares
2023 2022
Robert Ware 500,000 500,000
Martin Adams 40,000 40,000
Peter Rioda 20,000 10,000
Victoria Webster Nil Nil
There has been no change in the Directors’ holdings
between 31 December 2023 and the date of approval of
these financial statements.
The Directors’ interests in both the 2016 realisation
shares and 2021 realisation shares of the Company were
nil as at 31 December 2023 (2022: nil) and to the date of
the approval of these financial statements.
The Board has put in place measures to ensure that
the requirements of MAR are adhered to by the Board,
relevant personnel at the Manager, and their respective
“persons closely associated” within the meaning of MAR.
Results
The results attributable to the shareholders for the
year are shown in the Statement of Comprehensive
Income.
Share Capital
As at 31 December 2023, the Company had 55,490,360
ordinary shares in issue (2022: 55,490,630), 684,006
2016 realisation shares in issue (2022: 933,070), and
360,482 2021 realisation shares (2022: 360,482).
Manager
The Manager is responsible for the implementation of
the investment policy of the Company and has overall
responsibility for the management of the investments
of the Company. The Manager reports to the Board
at each quarterly Board meeting regarding the
performance of the Company’s investment portfolio,
which provides the Board with an opportunity
to review and discuss the implementation of the
investment policy of the Company. The Board
reviewed and evaluated the performance of the
Manager during the year to 31 December 2023 and
having considered the role that the Manager performs
across the Marwyn Funds, has determined that the
Company’s continued appointment of the Manager
remains appropriate.
The management agreement governing the
Company’s appointment of the Manager allows for the
investment strategies that the Manager may employ
to be in any securities, instruments, obligations,
guarantees, derivative instrument or property of any
nature in which the relevant vehicle is empowered to
invest and as contemplated by its investment policy.
The Manager is entitled to a management fee,
payable by the Company in arrears, equal to 1/12th
of 2% per month of the NAV from the Company
where such investment is not in the Master Fund.
As the Company’s investments are all through the
Master Fund, the Company does not currently pay a
management fee to the Manager and will not do so
for as long as all investments are through the
Master Fund.
The Manager receives a management fee from the
Master Fund, payable monthly in arrears, equal to
1/12th of 2% of the NAV before management fees and
incentive allocations in respect of Class F, Class R(F)1,
Class R(G)1 and Class R(F)2 interests of the Master
Fund into which the Company invests. From
30 November 2018, being two years after the creation
of the 2016 Realisation Pool, the management fee on
the 2016 realisation share interests (being Classes
R(F)1 and R(F)2) is calculated by reference to NAV
before management fees and incentive allocation less
the aggregate value of cash and near cash investments
attributable to the realisation share interests. From 30
November 2023, being two years after the creation of
the 2021 Realisation Pool, the same calculation applied
to the management fee on the 2021 realisation
share interests.
Directors’ Remuneration
The emoluments of the individual
Directors for the year were as follows:
2022
£
50,000
45,000
35,000
35,000
165,000
2023
£
50,000
45,000
35,000
35,000
165,000
Robert Ware
Martin Adams
Peter Rioda
Victoria Webster
Directors’ fees are paid directly from the Master Fund.
The above fees do not include reimbursed out-of-pocket
expenses.
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|
Report of the Directors
The Manager may, at its discretion, pay from the
management fee to any person to which it has
delegated any of the functions it is permitted to
delegate. Aztec Financial Services (Jersey) Limited
as administrator to the Master Fund, calculates
the management fee payable to the Manager by
the Master Fund. The Manager is also entitled to
reimbursement of certain expenses incurred by it in
connection with its duties. The Company does not pay
any management fee or carried interest charge as a
result of its indirect investment in MVI II LP through
the Master Fund.
Incentive Allocation
Incentive allocations are due from the Master Fund in
respect of interests in Class F, Class R(F)1, Class R(G)1
and Class R(F)2 into which the Company invests. These
incentive allocations are only payable on returns
being made to shareholders as disclosed in Part II,
section 6 of the Company’s most recent prospectus
dated 19 October 2021. This prospectus is available on
the Company’s website at https://www.marwynvalue.
com/company-information/documents.
The incentive allocations are deducted from the
Gross Asset Value of the Master Fund in deriving the
NAV. The NAV is used to calculate the value of the
Company’s holding in the Master Fund.
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41
Report of the Directors
Marwyn Management and Employees
of which, individual holding above 3%
Marwyn Long Term Incentive LP
Other shareholders holding less than 3%
Armstrong Investments Limited
Pula Investments Limited
Cenkos CI Limited
1607 Capital Partners, LLC
Barclays Converted Investments No 2 Limited
Octopus Investments Limited
Charles Stanley & Co
Premier Fund Managers Limited
Quai Trustees Limited
Marwyn Management and Employees
of which, individual holding above 3%
James Corsellis
Other shareholders holding less than 3%
Armstrong Investments Limited
Pula Investments Limited
Cenkos CI Limited
1607 Capital Partners LLC
Barclays Converted Investments No 2. Limited
Octopus Investments Limited
Charles Stanley & Co
Quai Trustees Limited
6,315,440
4,675,438
1,640,002
11,835,000
4,500,000
3,907,785
3,864,953
3,409,090
2,740,000
2,437,566
2,353,433
1,772,613
6,875,440
5,728,311
1,147,129
11,600,000
4,500,000
3,912,128
3,841,963
3,409,090
2,740,000
2,281,616
1,788,568
11.17
8.27
2.90
20.93
7.96
6.91
6.84
6.03
4.85
4.31
4.16
3.14
12.16
10.13
2.03
20.52
7.96
6.92
6.80
6.03
4.85
4.04
3.16
Substantial Shareholdings
At 31 December 2023 the Company was aware of the following interests in 3% or more of the total voting rights
of the Company.
At 31 March 2024 the Company was aware of the following interests in 3% or more of the total voting rights
of the Company.
NUMBER OF SHARES
NUMBER OF SHARES
PERCENTAGE OF
TOTAL VOTING RIGHTS
PERCENTAGE OF
TOTAL VOTING RIGHTS
42
|
Report of the Directors
Auditor
Baker Tilly Channel Islands Limited (“BTCI”) was
appointed by shareholder resolution at the first AGM
following their appointment on 3 December 2020.
BTCI has expressed its willingness to continue to act
as auditor to the Company and a resolution for its
re-appointment will be proposed at the forthcoming
AGM. Audit fees for the year ended 31 December
2023 for the Company total £29,730. No qualifying
non-audit services, as contemplated in the FRC Ethical
standards for Auditors, were provided by BTCI for
the Company or any of the Company’s associated
underlying fund entities in the year.
The Audit Committee does not have any reason to
believe that BTCI did not conduct an effective audit.
Expenses
All Company-related expenses are paid by the Master
Fund and allocated to the relevant Master Fund class
interest as described in Note 3.8 to the financial
statements.
A summary of costs ultimately incurred by both the
ordinary shareholders and realisation shareholders
is included in the ‘Key Information Documents’,
located on the ‘Documents’ section of the Company’s
website at https://www.marwynvalue.com/company-
information/documents.
The Board, alongside the Manager, regularly review
the structure, operations and costs of the Company
and the wider fund group to ensure that the structure
remains appropriate for the ongoing business whilst
striving to improve operational efficiency and
manage costs.
Annual General Meeting
The notice of the AGM will be issued separately to
shareholders in due course.
Corporate Governance
As a company registered in the Cayman Islands and
subject to the rules of the Specialist Fund Segment,
the Company is not required to comply with the
UK Corporate Governance Code published by the
Financial Reporting Council.
The Directors, however, recognise the importance
of maintaining sound corporate governance that
meet the listing requirements and so seek to ensure
that the Company adopts a framework for corporate
governance, including policies and procedures which
reflect those principles of good corporate governance
that are appropriate to the Company’s size and
status as an investment company and are in line with
the best practices in relation to matters affecting
shareholders, communities, regulators and other
stakeholders of the Company.
The Company is a member of the AIC and the Board
has considered the principles and recommendations
of the AIC Code.
The AIC Code sets out a framework of best practice in
respect of the governance of investment companies.
It has been endorsed by the UK Financial Reporting
Council. The AIC Code is available on the AIC’s website
(www.theaic.co.uk).
The Board considers that reporting against the
principles and provisions of the AIC Code provides the
most relevant information to shareholders given that
the Company is an externally managed investment
company.
Apart from establishing an internal audit function
and complying with the requirements for the Board
composition and the re-election of the Directors as
set out in this report, the Company has complied with
the principles and provisions of the AIC Code.
Board Composition and Meetings
The Chairman, Robert Ware, is not considered to be
independent due to his tenure as Chairman and him
having interests in, and having other directorships
within, the Marwyn group. As detailed more fully
in the ‘Nomination Committee’ section later in the
Report of the Directors, the Nomination Committee
believes that Robert’s high level and range of business
knowledge, financial experience and integrity enables
him to provide clear and effective leadership and,
in conjunction with his fellow Directors, proper
stewardship of the Company. The Company’s
independent non-executive Directors are of the
view that Robert’s position as Chairman ensures the
smooth running of the business and a co-operative
and aligned relationship with the Manager.
Peter Rioda and Victoria Webster are considered
to be independent in terms of their respective
directorships. Whilst Martin Adams and Peter Rioda
have a beneficial interest in the Company as detailed
in the ‘Directors’ Interests’ section of this report, this
is not considered to impugn on their independence,
and serves to further align the interests of the
Directors with those of shareholders.
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43
Report of the Directors
Martin Adams is the Company’s senior independent
director, providing a sounding board for the Chairman
and serving as an intermediary for the other Directors
and shareholders. He is also responsible for leading
the annual appraisal of the Chairman’s performance.
From May 2024, Martin Adams will be in his ninth
year of appointment as a Director of the Company.
As detailed more fully in the ‘Nomination Committee’
section later in the Report of the Directors, the
Nomination Committee believes that independence is
not only determined by time served on the Board and
considers Martin Adams tenure does not affect his
independence.
The Board has adopted a policy on tenure which
requires the Nomination Committee to annually
consider the appropriateness of the tenure of the
Chairman and each Director alongside the skills,
experience and knowledge the Directors bring to
the Board, as detailed in the Nomination Committee
section of this report. In line with the guidance
provided by the AIC Code, the Board recognises
that whilst the Company should benefit from a
periodic infusion of new appointments to the Board
(demonstrated by the 2020 appointments of Peter
Rioda and Victoria Webster), investment companies
are more likely, compared to other companies, to
benefit from having directors with considerably longer
experience, as is the case with Robert Ware, the
Chairman and Martin Adams, the Senior Independent
Director. When assessing the board composition
include continuity, self-examination and the ability
to do the job are all considered.
One-third, or the nearest number to one-third, of
the Directors shall retire and offer themselves for
re-appointment at each AGM in accordance with the
Articles, facilitating the Board’s stability and decision
making ability. All Directors are re-elected at the next
AGM following their appointment and thereafter retire
by rotation, subject also to the requirement that all
Directors are required to offer themselves for re-
election at least every three years.
The Board meets on a quarterly basis to consider,
among other things, the investment performance
and associated matters, such as marketing and
investor relations, risk and portfolio management,
the suitability of the investment policy, performance
of the share price as well as NAV performance and
any discount between the share price and the NAV,
the shareholder profile of the Company and the
performance and cost of service providers, to ensure
control is maintained over the Company’s affairs.
Regular ad hoc informal meetings are also held with
the Manager principally to review the performance
of the investments and material events affecting the
Company. The Company Secretary is responsible
for distribution of board papers in a timely manner
at least seven days prior to the Board or committee
meetings. The Board ensures that the information
received for the board or committee meetings is of
an appropriate quality to enable it to discharge its
responsibilities.
The Directors bring both significant professional
expertise in the management of funds and
commercial operating experience, having managed
businesses across a wide range of industries and
economic environments. The Board consists of a
majority of independent non-executive Directors. The
Chairman, in his role of leading the Board, managing
Board meetings, and encouraging constructive
challenge between Board members is central to
setting the tone from the top and fostering a culture
of openness and honesty. This is mirrored in the
relationships the Board has developed with the
Company’s service providers. The Directors have
access to the advisers of the Company and where
deemed necessary to discharge their responsibilities
properly, may seek independent professional advice
at the Company’s expense.
The Board meets regularly with the Manager
throughout the year at each quarterly board meeting
and at any ad hoc Board or informal meetings held
dependent on the investment activity of the funds
through which the Company directly or indirectly
invests. The Board provides constructive challenge
as well as honest and frank feedback on significant
portfolio activity, contributing independent
viewpoints and scrutiny to the investment process.
The Board also conveys shareholder feedback to the
Manager ensuring the interests of shareholders as a
whole are a primary consideration for all investment
decisions. The Board-level governance arrangements
and relationship with the Manager facilitate the
sustainability of the Company’s business model and
investment strategy.
The Board evaluates its performance through
completion of annual confidential questionnaires
with the results reported to the Nomination
Committee. The Board also considers the tenure and
independence of each Director, at least annually, via
discussions at the Nomination Committee meetings.
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Report of the Directors
Culture
The Board is acutely aware that the Company’s culture
needs to clearly align with the Company’s purpose,
value, and strategy. The Company is small and, as at
the date of these financial statements, consists of four
Directors. The Company culture is therefore set by the
Board and demonstrated through Board interaction
and in turn the relationships the Board develops with
service providers and, in particular, the Manager.
Remuneration plays a role in impacting the Company’s
behaviour and culture. The Remuneration Committee
has reviewed the Company’s remuneration policy
and Director remuneration, and as a result of this
review, an increase to the Director remuneration was
proposed, with effect from 1 January 2024, as detailed
more fully in the ‘Remuneration Committee’ section
later in the Report of the Directors. This is to ensure
that the remuneration is aligned with the Company’s
culture, and that remuneration is at a level to attract
individuals of a calibre appropriate to the Company’s
future development, without compromising Director
independence.
Shareholder and Stakeholder Engagement
The Chairman regularly meets with representatives
of the Manager and is in regular communication with
his fellow Directors. In addition, the Board maintains
open and frequent communication with the Manager,
Administrator and Broker throughout the year so
that any ad hoc items for the Board’s consideration
are able to be considered in a timely manner by
all members of the Board. The Chair of the Audit
Committee has regular communication with the
auditor.
The Company welcomes the views of shareholders
and places great importance on communication
with its shareholders. The Chairman, the Senior
Independent Director and the remaining independent
Directors are always available for communication
with shareholders, with the Chairman and Senior
Independent Director regularly meeting with the
Company’s major shareholders and all shareholders
have the opportunity, and are encouraged, to attend
and vote at the AGMs of the Company, during which
the Board and the Manager will be available to
discuss issues affecting the Company. The Board is
regularly informed of shareholders’ views via updates
from the Manager and Broker as to meetings and
other communications they may have had with
shareholders.
Key Service Providers
The Board is responsible for reviewing all major
service providers of the Company annually which
includes the Manager. At the Board Meeting of the
Company in December 2023, the Board assessed and
reviewed the performance of all key service providers.
The Board considers that the current arrangements
are appropriate for the Company and the continued
appointments of all key service providers have been
approved by the Board.
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Report of the Directors
Board Committees
The Company uses a number of committees to
manage its operations. Each committee has formal
written terms of reference, which clearly define their
responsibilities and are reviewed and reassessed
for their adequacy on an annual basis. The terms of
reference of each committee are available on the
Company’s website.
Audit Committee
The Audit Committee comprises all the independent
non-executive Directors and meets at least twice a
year. As Robert Ware is a chartered accountant and
has significant investment company experience, the
Board values his input and so he is ordinarily invited
to attend committee meetings as an observer. Victoria
Webster, a chartered accountant, is Chairman of the
Audit Committee. The Audit Committee provides
a forum through which the Company’s auditor has
access to and can report to the Board. Its functions
relate to the Company only and do not apply to the
Master Fund, MVI II LP or any other vehicle.
The Audit Committee has no reason to consider the
auditor to be non-independent and will continue to
review the relationship and assess independence.
The Audit Committee performs the following
functions:
• selection of the statutory auditor and making
recommendations relating to the appointment
of the statutory auditor to the Board;
• monitoring the financial reporting (including
cash and securities reconciliations) process and
submitting recommendations or proposals to
the Board in order to ensure the integrity of that
process;
• monitoring the statutory audit of the
Company’s annual financial statements and the
performance of the Company’s auditor, taking
into account any findings and conclusions by the
Financial Reporting Council under article 26 (6) of
Regulation 538/2014 (the “Audit Regulation”);
• reviewing and monitoring auditor independence
in accordance with paragraphs 2(3), 2(4), 3 to
8 and 10 to 12 of Schedule 1 to the Statutory
Auditors and Third Country Auditors Regulations
2016 (SI 2016/649) and article 6 of the Audit
Regulation, and in particular the appropriateness
of the provision of non-audit services to the
issuer in accordance with article 5 of the Audit
Regulation;
• informing the Board of the outcome of the
statutory audit and explaining how the statutory
audit contributed to the integrity of the financial
reporting process and what role the Audit
Committee played in that process; and
• keeping under review the adequacy and
effectiveness of the Company’s internal
financial controls and internal control and risk
management systems.
Attendance Record:
The number of meetings which each Committee member is eligible to attend is shown below along with the
number of meetings held over the year or since the date of their appointment or prior to the date of their
resignation.
Director: Held Attended Held Attended Held Attended Held Attended
Robert Ware 4 4 2 2 2 2 2 2
Martin Adams 4 4 2 2 2 2 2 2
Peter Rioda 4 4 2 2 2 2 2 2
Victoria Webster 4 4 2 2 2 2 2 2
Remuneration
Committee
Nomination
Committee
Audit
Committee
Quarterly
Board
During the year a further two ad hoc Board Committee meetings and two ad hoc Audit Committee meetings were
held to deal with matters substantially of an administrative nature and these were attended by those Directors
available.
Whilst Robert Ware is not a member of either the Audit or Remuneration Committees, he has been invited to, and
attended, each Audit Committee and Remuneration Committee meeting held in the year as a non-member.
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Report of the Directors
During the year, the Audit Committee met four times,
the key matters discussed included the review and
consideration of:
• the Audit Committee’s terms of reference
including a review of the terms of reference
against the requirements of the Minimum
Standard;
• the Company’s annual financial statements for
the year ended 31 December 2022 and interim
financial statements for the six-month period
ended 30 June 2023, including review of the RNS
announcements released in connection with
these accounts;
• the independence of the auditor and the
effectiveness of the audit;
• the Company’s policy and procedures, including
compliance arrangements in relation to anti-
bribery and corruption and whistleblowing;
• the Company’s cash flow and reconciliation to
bank statements and custody positions;
• the need for an internal audit function; and
• cash flow management and the payment control
processes and procedures.
The Audit Committee concluded that an internal audit
function is not required as all of the Company’s day-
to-day management and administrative functions are
outsourced to regulated third parties.
Nomination Committee
The Nomination Committee comprises all the
Directors, resulting in a majority of the members of
the committee being independent non-executive
directors whilst retaining access to the knowledge and
experience of Robert Ware, who chairs the committee.
The Nomination Committee meets at least twice a
year. Members of the Nomination Committee do not
participate in the review of their own position, and
further, Robert Ware will not chair a meeting of the
Nomination Committee when it is dealing with the
matter of succession to the chairmanship of
the Board.
The function of the Nomination Committee is to
consider the appointment and re-appointment of
directors. When considering the appointment and re-
appointment of directors, the Nomination Committee
and the Board consider whether the Board and its
committees have a balance of skills, experience, length
of service, knowledge of the Company, its diversity,
how the Board works together and any other factors
relevant to the effectiveness of the Board including if
the director or candidate being reviewed has sufficient
time to devote to the Company to carry out their duties
effectively.
Should a new director join the board, then formal
induction training would be provided, including
meetings with the Chairman, the Senior Independent
Director, members of the Nomination Committee, the
Manager and any other relevant key advisers, prior to
their appointment in order to discuss the Company,
the Manager, the responsibilities of a Director of the
Company and investment company industry matters.
Any new Directors would also meet with the full Board
at the earliest opportunity following their appointment.
In addition, all Directors have full access to the
Administrator, Broker, Manager and legal counsel.
The Nomination Committee, on at least an annual
basis, considers the performance of the Board, along
with the tenure and independence of each Director. An
evaluation of the performance of the Board and the
Chairman was carried out in 2023 with no significant
matters identified, however the Nomination Committee
agreed to further consider succession planning for the
Company. The Nomination Committee believes there
is a suitable combination of experience, knowledge,
and skills to operate as an effective Board. The
significant level of shareholder engagement from the
Chairman, the Senior Independent Director and the two
Independent Directors has ensured that shareholders
views have been fully understood by the Board and
appropriate actions have been taken.
The Nomination Committee ensures that the Company
remains aligned with corporate governance best
practices, especially with respect to the increased focus
on diversity. The Nomination Committee acknowledges
the importance of diversity, including but not limited to
gender as part of the effective functioning of the Board.
Where new appointments are required, the Nomination
Committee will evaluate applicants to fill vacant
positions fairly, and without prejudice, applicants will be
assessed on their broad range of skills, expertise and
industry knowledge.
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Report of the Directors
The Nomination Committee believes that the Board
has a range of experience, age, background and
skills to help create an environment of effective
and successful decision making. The Company does
not employ any staff. Meetings of the Nomination
Committee are held at least twice a year as a
minimum.
During the year the Nomination Committee met twice,
the key matters discussed included the review and
consideration of:
• the Nomination Committee’s terms of reference;
• the annual Board and Chairman evaluations; and
• the structure, size and composition of the Board
and its committees, including discussion around
succession planning.
In March 2024, in accordance with the Company’s
Articles, the Nomination Committee recommended
that Martin Adams should be put forward for re-
election at the 2024 AGM.
During the year, the Nomination Committee’s terms
of reference were reviewed and it was deemed no
changes were required.
Remuneration Committee
The Remuneration Committee comprises all the
independent non-executive Directors and meets at
least twice a year. As with the Audit Committee, the
Board values Robert Ware’s input so he is ordinarily
invited to attend Remuneration Committee meetings.
Members of the Remuneration Committee do not
participate in the review of their own remuneration.
The Company’s remuneration policy is to set
remuneration at a level to attract individuals of
a calibre appropriate to the Company’s future
development. An increase to the maximum aggregate
annual remuneration permitted to be paid to the
Directors, from £200,000 to £300,000, was approved
at the 2023 AGM, in accordance with the Company’s
Articles.
During the year the Remuneration Committee met
twice to discuss the Remuneration Committee’s terms
of reference and duties, the remuneration policy and
the structure and level of remuneration of the Board.
Following review and consideration of the Company’s
remuneration policy, the Remuneration Committee
recommended an increase to the Directors’
remuneration, with effect from 1 January 2024, and
the Board subsequently approved the proposal
of the Remuneration Committee. The increase
in the Directors’ remuneration ensures that the
remuneration is aligned with the Company’s culture
and that the remuneration is at a level to attract
individuals of a calibre appropriate to the Company’s
future development, without compromising Director
independence.
Nomination Committee’s role in evaluating
Directors’ Independence
In determining independence of the Directors, the
Nomination Committee recognises the circumstances
established by the AIC Code which are likely to impair,
or could impair, a non-executive’s independence. The
Board however notes that the AIC Code also states
that where any of the circumstances provided under
the AIC Code applies, the Board can nonetheless
consider the director to be independent, subject to
providing the relevant explanation.
As part of determining independence, the Nomination
Committee therefore conducts a review of the
independence provisions of the AIC Code at each
committee meeting for each Director and an
explanation is provided for any exceptions to the AIC
provisions on independence. The results of this review
are provided in detail below.
The Nomination Committee recognises that the
Chairman, Robert Ware, has been a Board member
since 2006 and is not independent of the Manager but
believe that the skills and experience he brings to the
Board significantly outweigh any potential conflicts
arising from his position. Robert has served as an
independent non-executive chairman of several listed
investment funds (and thus understands and respects
the role of the Company’s independent directors);
he has a long relationship with the Manager and its
key personnel; he has intimate knowledge of the
Company’s corporate history and long experience of
running operating businesses such as those held in
the portfolio. These rare skills and experience in the
context of the Company combine to provide Robert
the ability to positively enhance the interaction
between the independent directors and the Manager.
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Report of the Directors
In any situation where the Chairman is conflicted,
or could be perceived to be conflicted, he abstains
from comment and vote and, in any case, the
independent Directors form a majority of the Board.
The independent Directors are of the view that, given
the structure of the Company and its management
arrangements, the Chairman is important to ensuring
the smooth operation of the business and it is in the
best interests of the Company and its shareholders
that Robert chairs the Company.
The Nomination Committee also reviewed the
independence of Martin Adams, given that from
May 2024, Martin Adams will be in his ninth year
of appointment as a Director of the Company, and
tenure is one of the circumstances identified in the
AIC Code which may be construed as a potential
impairment of his independence. Based on the
Nomination Committee’s review of Martin Adams’
independence against the provisions of the AIC
Code, it has concluded that independence should not
be solely determined by time served on the Board
and considers that Martin Adams’ tenure does not
affect his independence. The Nomination Committee
believes that for the Board to be effective, it should
have the right combination of skills, experience and
knowledge which Martin Adams brings to the Board.
The Nomination Committee is aware of a small
number of shareholders questioning Peter Rioda’s
independence, due to his position on the board of
Marwyn General Partner II Limited. Marwyn General
Partner II Limited is not a Marwyn operating company;
it is a special purpose company whose role is to act
as a general partner to MVI II LP, the fund into which
the ordinary shares are ultimately invested. Marwyn
General Partner II Limited is regulated by the Jersey
Financial Services Commission. Peter’s role as an
independent director of Marwyn General Partner II
Limited provides him with oversight of the day-to-day
operations of the administrator, portfolio valuations
and capital management, access to the MVI II LP
auditors and further insight into Marwyn’s investment
process, enhancing his knowledge and understanding
of overall fund operations. The Board considers that
this provides increased oversight and transparency
into the investment structure and enhances the role
Peter plays on the MVIL Board, without impugning his
independence as a Director. As such, the Board has
determined him to be independent of Marwyn and
any shareholders of the Company.
The Nomination Committee therefore considers that
each of Martin Adams, Victoria Webster and Peter
Rioda are all independent of the Company and the
Manager.
Management Engagement Committee
The Board considers that due to the Company’s
size and its structure as a feeder fund, it would be
unnecessarily burdensome to establish a separate
management engagement committee. The review of
the performance of, and contractual arrangements
with, the Manager is undertaken by the Board.
However, only Directors independent of the Manager
are involved with this review.
Authority of the Manager
The authority of the Manager is set out in writing
in the management agreement. Under the terms of
the management agreement the key duties of the
Manager are the negotiation of any investment into,
consolidation of or disposal of an investment, in
accordance with the relevant investment policy. In
performing these services, the Manager is granted
authority to:
• give instructions to administrators and sub-
administrators in relation to acquisitions and
disposals of investments;
• cause money to be retained in cash or placed in
deposit;
• negotiate contracts, agreements and other
undertakings as may be reasonable;
• instruct and appoint any advisors and specialists
which are believed necessary or advisable for
the purposes of implementing the investment
policy and/or managing the investments;
• use reasonable endeavours to obtain all
licences, permissions and consents necessary
to complete, maintain or dispose of any
investment;
• prepare all necessary documentation and where
necessary submit to the board for execution;
• borrow or raise monies as required;
• assist as necessary in the valuation of unlisted
investments;
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Report of the Directors
• advise on availability and appropriate source of
funds to be utilised as distributions;
• carry out quarterly reviews of the investment
portfolio, or at any other time as directed by the
Company;
• prepare at least quarterly a report detailing
the activities and performance of the Manager
during the quarter; and
• monitor the investment policy and propose
changes to the Board.
Any areas of decision making not under the authority
of the Manager remain the responsibility of the Board.
Statement of going concern
Under the relevant class agreements between the
Company and the Master Fund, the Master Fund is
required to meet the Company’s expenses and as
such, the Directors consider that there is no mismatch
between the Company’s assets and liabilities.
The Board and the Manager regularly consider and
assess the forecast cash position of the Master Fund
(including a reasonably possible forecast of portfolio
company investment and divestment). The Directors
continue to believe that the Company, via the Master
Fund, has sufficient resources to meet all liabilities as
they fall due for at least 12 months from the date of
approval of these financial statements and continue
to adopt a going concern basis in preparing the
financial statements.
Internal control
The Board is responsible for establishing and
maintaining the Company’s system of internal control
and risk management and reviewing its effectiveness.
Internal control systems are designed to meet the
particular needs of the Company and the particular
risks to which it is exposed.
The procedures are designed to manage rather than
eliminate risk and by their nature can only provide
reasonable but not absolute assurance against
material misstatement or loss. The key procedures
which have been established to provide effective
internal controls are as follows:
The duties of managing the investments and
accounting are segregated:
• Aztec Financial Services (Jersey) Limited, a
company independent of the Manager and the
Board, provide administrative and accounting
services to Company, the Master Fund and MVI
II LP;
• custodian services are provided by an
independent party to the Master Fund and
are segregated from the administrative and
accounting services provided; and
• the Board reviews financial information
produced by the Manager and Aztec as
appropriate on a regular basis.
The Company does not have an internal audit function
as all of the Company’s management functions are
delegated to third parties and the Board therefore
considers that there is no need for the Company to
have an internal audit function. The Audit Committee
however reviews Aztec’s ISAE 3402 report annually
and considers any exceptions raised to assess the
integrity and robustness of the internal controls in
place at Aztec as the Company’s administrator.
The Audit Committee has reviewed the Company’s risk
management and control systems and believes that
the controls are appropriate given the nature and size
of the Company.
Financial Risk Profile
The Company’s financial instruments comprise
investments, cash and various items such as payables
and receivables that arise directly from the Company’s
operations. The main purpose of these instruments
is the investment of shareholders’ funds into MVI LP.
The main risks are detailed in Note 12 to the financial
statements and in the Risk section.
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Report of the Directors
Directors’ Responsibilities
The Directors are responsible for preparing the financial statements in accordance with applicable law and
International Financial Reporting Standards as adopted by the European Union (“IFRS”).
The Directors are required to prepare financial statements for each financial year which give a true and fair view
of the state of affairs of the Company and of the profit or loss of the Company for that year and to confirm that
the reports contained in these financial statements includes a fair review of the performance of the business
and the position of the Company.
In preparing these financial statements the Directors are required to:
• select suitable accounting policies and apply them consistently;
• make judgements and estimates which are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy
at any time the financial position of the Company and enable them to ensure that the financial statements
comply with Cayman law. They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors
are responsible for the maintenance and integrity of the corporate and financial information included on the
Company’s website.
Each of the Directors, whose names and functions are listed on page 39, confirms that, to the best of their
knowledge:
• these financial statements, which have been prepared in accordance with IFRS, give a true and fair view of
the assets, liabilities, financial position and loss of the Company; and
• the reports contained in these financial statements includes a fair review of the development and
performance of the business and the position of the Company, together with a description of the principal
risks and uncertainties that it faces.
So far as the directors are aware, there is no relevant audit information of which the Company’s auditor is
unaware, and each director has taken all the steps that he or she ought to have taken to make themselves aware
of any relevant audit information and to establish that the Company’s auditor is aware of that information.
On behalf of the Board
Robert Ware Victoria Webster
Chairman Director
29 April 2024 29 April 2024
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Independent auditor’s report
To the Members of Marwyn Value Investors Limited
Opinion
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Report of the Independent Auditor
52
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Key audit matter
How our audit addressed the matter
Key observations
communicated to those
charged with governance
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Report of the Independent Auditor
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Report of the Independent Auditor
Our Application of Materiality
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Conclusions relating to Going Concern
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Other Information
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<JMF[JSTYMNSLYTWJUTWYNSYMNXWJLFWI
Responsibilities of the Directors
&XJ]UQFNSJIRTWJKZQQ^NSYMJ)NWJHYTWXѣWJXUTSXNGNQNYNJXXYFYJRJSYXJYTZYTSUFLJYMJ)NWJHYTWXFWJ
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54
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Report of the Independent Auditor
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Auditor’s Responsibilities for the Audit of the Financial Statements
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Other Matters which we are Required to Address
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.8&X
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Report of the Independent Auditor
Use of this Report
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57
Income Statement
INCOME Revenue Capital Total Revenue Capital Total
Finance income 3,433 - 3,433 881 - 881
Distribution income 5,027,427 - 5,027,427 5,027,427 - 5,027,427
Net loss on financial assets
measured at fair value
through profit or loss 6 - (165,660) (165,660) - (2,980,912) (2,980,912)
TOTAL NET INCOME / (LOSS) 5,030,860 (165,660) 4,865,200 5,028,308 (2,980,912) 2,047,396
EXPENSES
Finance cost and bank charges (3,433) - (3,433) (881) - (881)
TOTAL OPERATING EXPENSES (3,433) - (3,433) (881) - (881)
PROFIT/(LOSS) FOR THE YEAR 5,027,427 (165,660) 4,861,767 5,027,427 (2,980,912) 2,046,515
TOTAL COMPREHENSIVE
INCOME/(EXPENSE) 5,027,427 (165,660) 4,861,767 5,027,427 (2,980,912) 2,046,515
RETURNS PER SHARE
Attributable to holders
of ordinary shares 5,027,427 (367,619) 4,659,808 5,027,427 (3,825,876) 1,201,551
Weighted average
ordinary shares in
issue for the year
ended 31 December 10 55,490,360 55,490,360 55,490,360 55,490,360 55,490,360 55,490,360
Return per ordinary share
- basic and diluted 9.06p (0.66)p 8.40p 9.06p (6.89)p 2.17p
Attributable to holders of
2016 realisation shares - 174,094 174,094 - 839,392 839,392
Weighted average 2016 realisation
shares in issue for the
year ended 31 December 10 - 873,704 873,704 - 933,070 933,070
Return per 2016 realisation share
- basic and diluted - 19.93p 19.93p - 89.96p 89.96p
Attributable to holders of 2021
realisation shares - 27,865 27,865 - 5,572 5,572
Weighted average 2021
realisation shares in issue
for the year ended
31 December 10 - 360,482 360,482 - 360,482 360,482
Return per 2021 realisation shares –
basic and diluted - 7.73p 7.73p - 1.55p 1.55p
For the year ended 31 December 2023
Notes Year ended 31 December 2023 Year ended 31 December 2022
£ £
Notes 1 to 17 on pages 62 to 75 form an integral part of these financial statements.
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Statement of Financial Position
NON CURRENT ASSETS
Financial assets measured at fair value through profit or loss 6 101,241,777 102,287,690
CURRENT ASSETS
Cash and cash equivalents 8 133,986 129,145
TOTAL ASSETS 101,375,763 102,416,835
CURRENT LIABILITIES
Loan payable 7 (125,000) (125,000)
Accruals (8,986) (4,146)
TOTAL LIABILITIES (133,986) (129,146)
NET ASSETS ATTRIBUTABLE TO EQUITY HOLDERS 101,241,777 102,287,689
CAPITAL AND RESERVES ATTRIBUTABLE
TO EQUITY HOLDERS OF THE COMPANY
Share capital 10 88 88
Share premium 10 61,185,928 61,455,770
Special distributable reserve 26,346,979 26,346,979
Exchange reserve 54,386 54,386
Capital reserve (1,129,074) 3,159,948
Revenue reserve 14,783,470 11,270,518
TOTAL EQUITY 101,241,777 102,287,689
Net assets attributable to ordinary shares 97,744,196 98,111,816
ordinary shares in issue at 31 December 55,490,360 55,490,360
Net assets per ordinary share 176.15p 176.81p
Net assets attributable to 2016 realisation shares 2,801,850 3,508,007
2016 realisation shares in issue at 31 December 684,006 933,070
Net assets per 2016 realisation share 409.62p 375.96p
Net assets attributable to 2021 realisation shares 695,731 667,866
2021 realisation shares in issue at 31 December 360,482 360,482
Net assets per 2021 realisation shares 193.00p 185.27p
Notes 31 December 2023 31 December 2022
£ £
As at 31 December 2023
The financial statements on pages 58 to 75 were approved by the Board of Directors and authorised for issue
on 29 April 2024. They were signed on its behalf by:
Robert Ware Victoria Webster
Notes 1 to 17 on pages 62 to 75 form an integral part of these financial statements.
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Statement of Cash Flows
Cash flows from operating activities
Loss for the year (165,660) (2,980,912)
Loss on financial assets held at fair value through profit or loss 165,660 2,980,912
Interest received 3,433 881
Redemption of Class R(F) and Class R(G) interests in the Master Fund 880,252 -
Distributions received on Class F interests in the Master Fund 6 5,027,427 5,027,427
Bank charges paid (145) (145)
Bank interest paid (3,288) (736)
Increase in accruals 4,841 591
Net cash inflow from operating activities 5,912,520 5,028,018
Cash flows used in capital transactions
Cash paid to 2016 realisation shareholders on redemption
of 2016 realisation shares (880,252) -
Dividends paid to ordinary shareholders 9 (5,027,427) (5,027,427)
Net cash flow used in capital transactions (5,907,679) (5,027,427)
Net increase in cash and cash equivalents 4,841 591
Cash and cash equivalents at the beginning of the year 129,145 128,554
Cash and cash equivalents at the end of the year 133,986 129,145
31 December 31 December
2023 2022
Notes £ £
For the year ended 31 December 2023
Notes 1 to 17 on pages 62 to 75 form an integral part of these financial statements.
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Statement of Changes in Equity
For the year ended 31 December 2023
Special
Share Share distributable Exchange Capital Revenue
Notes capital premium reserve reserve reserve reserve Total
£ £ £ £ £ £ £
Opening balance 88 61,455,770 26,346,979 54,386 3,159,948 11,270,518 102,287,689
Dividends paid to ordinary shareholders - - - - - (5,027,427) (5,027,427)
Redemption of 2016 realisation shares 10 - (269,842) - - (610,410) - (880,252)
Transfer of realised gains to revenue reserve - - - - (532,040) 532,040 -
Total comprehensive income for the year - - - - (165,660) 5,027,427 4,861,767
Re-apportionment of prior year capital loss - - - - (2,980,912) 2,980,912 -
Closing balance 88 61,185,928 26,346,979 54,386 (1,129,074) 14,783,470 101,241,777
For the year ended 31 December 2022
Special
Share Share distributable Exchange Capital Revenue
Notes capital premium reserve reserve reserve reserve Total
£ £ £ £ £ £ £
Opening balance 88 61,455,770 26,346,979 54,386 3,159,948 14,251,430 105,268,601
Dividends paid to ordinary shareholders - - - - - (5,027,427) (5,027,427)
Total comprehensive income for the year - - - - - 2,046,515 2,046,515
Closing balance 88 61,455,770 26,346,979 54,386 3,159,948 11,270,518 102,287,689
Notes 1 to 17 on pages 62 to 75 form an integral part of these financial statements.
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61
Notes to the Financial Statements
1. General information
Marwyn Value Investors Limited (the “Company”) is a closed-ended investment fund registered by way of continuation in
the Cayman Islands (registered number MC-228005) and is traded on the Specialist Fund Segment of the London Stock
Exchange’s Main Market. The rights of the shareholders are governed by Cayman law and may differ from the rights and
duties owed to shareholders in a company incorporated in England and Wales. The address of its registered office is
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
The Company is a feeder fund which has invested substantially all of its assets into limited partnership interests in the
Master Fund. The Company has no redemption rights for its investment in the Master Fund.
The Master Fund has invested in a second master fund, MVI II LP, a private equity fund structure through which the
majority of the Master Fund’s investments attributable to ordinary shareholders are made. Assets attributable to
the realisation shareholders are held directly (and only) by the Master Fund.
2. New standards and amendments to IFRS
The following standards and amendments to existing standards, which are effective for annual periods beginning on or
after 1 January 2023 have had no impact on the Company’s financial position or results:
Revised conceptual framework and amendments Effective Date
IFRS 17 – Insurance Contracts 1 January 2023
Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimated and Errors 1 January 2023
Amendments to IAS 1 – Presentation of Financial Statements 1 January 2023
Amendments to IAS 12 - Deferred Tax Related to Assets and Liabilities arising from a Single Transaction 1 January 2023
Amendments to IAS 12 - International Tax Reform — Pillar Two Model Rules 1 January 2023
2.1 New standards, amendments and interpretations not yet effective
The following standards and amendments are effective for annual periods beginning on or after 1 January 2024 and have
not been early adopted in preparing these financial statements. The Company has considered the impact of these and
concluded that none of these are expected to have a significant effect on the financial position or results of the Company.
Standard Effective Date
IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information 1 January 2024
IFRS S2 Climate-related Disclosures 1 January 2024
Amendments to IAS 1 - Classification of Liabilities as Current or Non-Current 1 January 2024
Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback 1 January 2024
Amendments to IAS 1 - Non-current Liabilities with Covenants 1 January 2024
Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements 1 January 2024
Amendments to IAS 21 - Lack of Exchangeability 1 January 2024
3. Summary of significant accounting policies
The principal accounting policies, which have been consistently applied in the preparation of these financial statements,
are set out below.
3.1 Basis of preparation and going concern
The financial statements have been prepared under the historical cost convention on a going concern basis, as modified
by the revaluation of financial assets measured at fair value through profit or loss.
Under the relevant class agreements between the Company and the Master Fund, the Master Fund is required to meet
the Company’s expenses and as such, the Directors consider that there is no mismatch between the Company’s assets
and liabilities.
Considering the significant cash balance held by the Master Fund, the Directors believe that the Company, via the Master
Fund, has sufficient resources to meet all liabilities as they fall due for at least 12 months from the date of approval of
these financial statements and continue to adopt a going concern basis in preparing the financial statements.
3.2 Statement of compliance
The financial statements of the Company have been prepared in accordance with IFRS together with the applicable legal
and regulatory requirements of Cayman law.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates
and judgements. It also requires the Board of Directors to exercise its judgement in the process of applying the
Company’s accounting policies.
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Notes to the Financial Statements
The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are
significant to the financial statements, are disclosed in Note 4.
The Statement of Recommended Practice (SORP) issued in July 2022 by the AIC seeks to best reflect the activities
of an investment company. Where the SORP contains recommendations applicable to the Company and involving
material balances, its recommendations have been incorporated in these financial statements.
3.3 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of the Company are measured using the currency of the primary economic
environment in which the entity operates (the functional currency). In arriving at the functional currency, the
Directors have considered the currency in which the original capital was raised, any distributions that may be made
and ultimately the currency that the capital would be returned in on a break up basis.
The Directors have also considered the currency to which the underlying investments are exposed. The Directors
are of the opinion that Sterling best represents the functional currency and therefore the financial statements are
presented in Sterling.
(b) Transactions and balances
Foreign currency transactions are translated into Sterling using the exchange rates prevailing at the dates of the
transactions. Foreign currency assets and liabilities are translated using the exchange rate prevailing at the Statement
of Financial Position date. Foreign exchange gains and losses arising from translation are included in the Income
Statement.
Non-monetary assets and liabilities that are measured at historic cost in a foreign currency are not retranslated.
3.4 Financial assets measured at fair value through profit or loss
Classification
The Company’s investment in the Master Fund was designated by the Board at fair value through profit or loss
at inception as it is not held for trading but is managed, and its performance evaluated, on a fair value basis, in
accordance with the Company’s documented investment strategy.
The Company’s business model was re-assessed on adoption of IFRS 9 – Financial Instruments – on 1 January 2018.
As the investment in the Master Fund is not held for trading and the Company did not irrevocably elect, at transition,
to classify the investment as a financial asset measured at fair value through other comprehensive income, the
investment continues to be held as a financial asset measured at fair value through profit or loss under IFRS 9.
Changes in the fair value of investments measured at fair value through profit or loss are recognised in the Capital
column of the Income Statement. On disposal, realised gains and losses are also recognised in the Capital column
of the Income Statement and are transferred from the capital reserve to the revenue reserve in the Statement of
Changes in Equity.
Recognition, derecognition and measurement
The Company recognises unquoted investments measured at fair value through profit or loss on the date it commits
to purchase the instrument. Derecognition of an investment occurs when the rights to receive cash flows from
the investment expires or is transferred and substantially all of the risks and rewards of ownership have been
transferred.
The amount that may be realised from the disposal of an investment in the Master Fund may differ from the values
reflected in the financial statements.
Fair value estimation
The Master Fund is unquoted and accordingly the fair value of the investment is determined based primarily on the
NAV information provided by the administrator of the Master Fund. The NAV of the Master Fund is determined by the
administrator of the Master Fund by deducting the fair value of the liabilities of the Master Fund from the fair value of
the Master Fund’s assets.
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Notes to the Financial Statements
All portfolio assets are held at fair value by the Marwyn Funds which hold them in accordance with International
Financial Reporting Standards. Where there is no active market for a listed investment, or where the investment is
unlisted, the valuation methodologies applied are fully compliant with International Private Equity and Venture Capital
valuation guidelines as updated.
3.5 Financial liabilities
The Company recognises a financial liability on assuming a financial obligation and derecognises financial liabilities
when, and only when, the Company’s obligations are discharged, cancelled or they expire. Borrowings are initially
measured at fair value net of transaction costs and subsequently measured at amortised cost using the effective
interest method, with interest expense recognised on an effective yield basis in the Income Statement. Financial
liabilities include loans payable, accruals and dividends payable.
3.6 Cash and cash equivalents
Cash and cash equivalents comprise bank balances held by the Company including short-term bank deposits with an
original maturity of three months or less.
3.7 Finance income
Interest income on cash deposits is accounted for on an accruals basis.
3.8 Expenditure
Pursuant to the “Amended and restated agreement relating to Class F, Class G and Class R interests in MVI LP”, the
Master Fund is legally obliged to settle all expenses specifically attributable to the Company. The Manager does not
receive a management fee or incentive allocation from the Company in respect of funds invested by the Company
in the Master Fund. A summary of costs ultimately incurred by both the ordinary shareholders and realisation
shareholders is included in the ‘Key Information Documents’, located in the ‘Documents’ section of the Company’s
website, www.marwynvalue.com.
3.9 Costs directly attributable to the issue of equity
Share issue costs are placing expenses directly relating to the issue of the Company’s shares. These expenses include
fees payable under share placement agreements, printing, advertising and distribution costs and legal fees and any
other applicable expenses. All such costs are charged to equity and deducted from the proceeds received.
3.10 Investment in unconsolidated structured entities
IFRS 12 Disclosures of Interest in Other Entities defines a structured entity as an entity that has been designed so that
voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights
relate to the administrative tasks only and the relevant activities are directed by means of contractual agreements.
The Company has concluded that the Master Fund, in which it invests, but that it does not consolidate, meets the
definition of a structured entity because:
• the voting rights in the Master Fund are not dominant rights in deciding who controls them as they relate to
administrative tasks only;
• the Master Fund’s activities are restricted by its stated investment policy, as disclosed in the Company’s
prospectus; and
• the Master Fund has a narrow and well-defined objective to provide investment opportunities to investors.
3.11 Segment reporting
The Company is organised and operates as one segment by allocating its assets to its investment in the Master Fund
which is not actively traded.
4. Critical accounting estimates and judgements
The Company makes estimates, judgements and assumptions that affect the reported amounts of assets and
liabilities. Estimates and underlying assumptions are continually evaluated and are based on historical experience
and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
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Notes to the Financial Statements
The fair value of the investment held in Marwyn Value Investors LP is determined by the Directors on the basis of the NAV
of the Master Fund as determined by the Administrator at the year end. In turn, the NAV of the Master Fund is primarily
determined by the fair value of its underlying investments which comprise fair value hierarchy level 1, level 2, and level 3
investments. Due to their unobservable nature, level 3 investments are inherently subject to a higher degree of judgement
and uncertainty. The fair value of the investment held by the Master Fund in MVI II LP is determined by the Administrator
and is also primarily based on the fair value of its underlying investments, which comprise level 1, level 2, and level 3 fair
value hierarchy equities.
5. Taxation
The Company is exempt from all forms of taxation in the Cayman Islands, including income and capital gains. However,
dividend income and certain other interest from other countries are subject to withholding taxes at various rates. The
Company recognises interest and penalties, if any, related to unrecognised tax benefits as income tax expense in the
Statement of Comprehensive Income. During the years ended 31 December 2023 and 31 December 2022, the Master
Fund did not incur any interest or penalties. The Company is tax resident in Jersey and subject to the standard rate
of corporate tax of 0%. The Board has considered the Company’s tax positions and has concluded that no liability for
unrecognised tax liabilities should be recorded relating to uncertain tax positions for open tax years and the positions
for tax year ended 31 December 2023.
The Directors intend to manage the affairs of the Company in such a way that it is tax resident in Jersey only. In these
circumstances, the Company will not be subject to tax on its profits and gains (other than withholding tax on any
interest or certain other income which has a United Kingdom source) in any jurisdiction other than Jersey.
The Company recognises the tax benefits of uncertain tax positions only where the position is ‘more likely than not’
to be sustained assuming examination by tax authorities. As at 31 December 2023, there are no such tax benefits
recognised (31 December 2022: none).
6. Financial assets measured at fair value through profit or loss
As at 31 December 2023, 100% (2022: 100%) of the financial assets at fair value through profit or loss relate to the
Company’s investment in the Master Fund. The fair value of the investment in the Master Fund is based on the latest
available NAV reported by the administrator of the Master Fund. The limited partnership interests in the Master Fund
are not publicly traded.
As a result, the carrying value of the Master Fund may not be indicative of the value ultimately realised on redemption.
In addition, the Company may be materially affected by the actions of other investors who have invested in the Portfolio
Companies in which the Master Fund has directly or indirectly invested.
References to Class F interests, Class R(F)1, Class R(G)1 interests and Class R(F)2 interests correspond to the respective
classes of interests in the Master Fund.
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Notes to the Financial Statements
The net gain/(loss) recognised on financial assets measured at fair value through profit or loss reported in the
Statement of Comprehensive Income consists of the movement in the unrealised gain/(loss) and the net realised
gain/(loss) on redemptions. Realised gain/(loss) is subsequently transferred from the capital reserve to the
revenue reserve.
The Company holds 100% of the Class F interests which represents 96.54% (31 December 2022: 93.17%) of the NAV
of the Master Fund, 100% (2022: 100%) of the Class R(F)1 interests which represent 2.07% (2022: 2.50%) of the NAV of
the Master Fund, 100% (2022: 100%) of the Class R(G)1 interests which represent 0.70% (2022: 0.83%) of the Master
Fund and 100% (2022: 100%) of the Class R(F)2 interests which represent 0.69% (2022: 0.63%) of the Master Fund.
As the Company has no legal, operating or management control over the activities of the Master Fund or MVI II
LP and has no voting power in either of their affairs, neither the Master Fund nor MVI II LP are considered to be
subsidiaries.
Fairvaluehierarchy
The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. The fair value hierarchy has the following levels:
- quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
- inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2)
- inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)
(level 3)
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is
determined by the lowest level input that is significant to the fair value instrument. For this purpose, the significance
of an input is assessed against the fair value measurement in its entirety. Assessing the significance of a particular
input to the fair value measurement requires judgement, considering factors specific to the asset or liability.
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31 December 2023 31 December 2022
£ £
Master Fund
Opening cost 85,190,009 85,190,009
Redemption of Class R(F)1 and Class R(G)1 interests (348,212) -
Closing cost 84,841,797 85,190,009
Unrealised gain brought forward 17,097,680 20,078,592
Movement in unrealised loss (697,700) (2,980,912)
Unrealised gain carried forward 16,399,980 17,097,680
At fair value in accordance with IFRS 13 101,241,777 102,287,689
Class F interests 97,744,196 98,111,816
Total attributable to ordinary shareholders 97,744,196 98,111,816
Class R(F)1 interests 2,094,078 2,635,082
Class R(G)1 interests 707,772 872,925
Total attributable to 2016 realisation shareholders 2,801,850 3,508,007
Class R(F)2 interests 695,731 667,866
Total attributable to 2021 realisation shareholders 695,731 667,866
At fair value in accordance with IFRS 13 101,241,777 102,287,689
Realised gain on redemption of Class R(F)1 and Class R(G)1 interests 532,040 -
Total net realised gain on redemptions 532,040 -
Unrealised loss recognised in the year (697,700) (2,980,912)
Net loss recognised in the Statement of Comprehensive Income (165,660) (2,980,912)
Net Asset Value – investment movements
Notes to the Financial Statements
The determination of what constitutes ‘observable’ requires significant judgement. Observable data is considered
to be market data that is readily available, regularly distributed or updated, reliable, not proprietary and provided by
independent sources that are actively involved in the market.
Taking into account the valuation methodology applied to the investments in the Master Fund and in MVI II LP (which
is held by the Master Fund at NAV), the Company’s valuation of investments is classified as level 3 (2022: level 3). The
Portfolio Company investments are categorised as level 1 fair value measurement if they are quoted in active markets
(Zegona) or as level 3 if they are unquoted investments (Silvercloud and Palmer).
AdvancedAdvT is a quoted asset but was suspended from trading on the London Stock Exchange’s Main Market on
8 June 2023. As trading remained suspended as at 31 December 2023 the Manager has determined that the suspended
price does not constitute fair value as at 31 December 2023. Accordingly, the Manager has undertaken a fair value
assessment based on observable significant inputs and classified AdvancedAdvT as Level 2 as at the current year end.
AdvancedAdvT was relisted for trading on AIM on 10 January 2024.
For Portfolio Company investments which are quoted, but where trading in the stock does not constitute an ‘active
market,’ under IFRS alternative valuation techniques are applied. 450 plc, MAC II, MAC III and MAC Alpha are all valued
by reference to unobservable inputs and are therefore classified as level 3. These level 3 categorised investments are
valued in accordance with IPEV Guidelines.
The following table presents the movement in the Company’s investments classified as Level 3 instruments:
7. Loan payable
The Master Fund has made a loan to the Company of £125,000 (2022: £125,000) for which the Company pays interest
received on the corresponding cash amount held. The loan will be repaid by set-off on the date that the Company’s
interests in the Master Fund are redeemed. As a cash balance is held to the value of the loan payable and all interest
earned on the cash balance is added to accruals, the effect of discounting is not material to the cash flows or balance
sheet position.
8. Cash and cash equivalents
For the purposes of the Statement of Cash Flows, cash and cash equivalents comprise balances with original maturity
of less than three months, which total £133,986 as at 31 December 2023 (2022: £129,145).
9. Distributions
Distributions in 2023:
Ordinary shares
Quarterly interim dividends of 2.265p per ordinary share were paid in February, May, August and November 2023.
The quarterly dividends have continued in 2024, with a further payment of 2.265p per ordinary share paid in
February 2024.
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Opening balance 102,287,689 105,268,601
Loss included in Statement of Comprehensive Income (697,700) (2,980,912)
Disposal of Class R(F) and Class R(G) interests (348,212) -
Closing balance 101,241,777 102,287,689
31 December 31 December
2023 2022
£ £
The following table summarises the valuation methodology used for the Company’s investments characterised
as Level 3:
Year end Security Fair Value £ Valuation methodology Unobservable inputs Ranges
At 31 Dec 2023 Master Fund 101,241,777 NAV Zero % discount N/A
At 31 Dec 2022 Master Fund 102,287,689 NAV Zero % discount N/A
The underlying assets held are all measured at fair value as of the same measurement date of the Company and the
methodology is consistent with IPEV guidelines.
Notes to the Financial Statements
Realisation shares
In September 2023, the Company announced that funds attributable to 2016 realisation shareholders received from
the historic Praesepe VAT reclaims would be returned to realisation shareholders by way of a redemption of 2016
realisation shares.
Following a redemption of the Company’s interests in Class R(F) and Class R(G) of the Master Fund to the value of
£0.9 million, the distribution to 2016 realisation shareholders was effected by way of a redemption of 249,064 2016
realisation shares which were subsequently cancelled.
As the Class R(F) reference amount, preferred return and preferred return catch-up (as described in Note 14(a))
have been fully returned, an incentive allocation payment in respect of Class R(F) of £165,877 was paid alongside
the redemption of the 2016 realisation shares.
Distributions in 2022:
Ordinary shares
Quarterly interim dividends of 2.265p per ordinary share were paid in February, May, August and November 2022.
10. Share capital and distributions
Share capital
As at 31 December 2023 and 31 December 2022 the authorised share capital was as follows:
The ordinary share capital of the Company with a par value of 0.0001p may be issued or redesignated in classes
and includes realisation shares.
Ordinary shares of 0.0001p each 10,893,258,506,473
Exchange shares of 0.0001p each 10,892,176,350,000
Deferred shares of 9.9999p each 82,156,473
Ordinary* Exchange Total Ordinary* Exchange Total
As at 1 January 56,783,912 30,970,984 87,754,896 56,783,912 30,970,984 87,754,896
Redemption (249,064) - - - - -
Exchange - - - - - -
As at 31 December 56,534,848 30,970,984 87,505,832 56,783,912 30,970,984 87,754,896
Share capital (£) 57 31 88 57 31 88
Shares in issue
2023 2022
The weighted average number of shares in issue for the following years ended 31 December were as follows:
2023 2022
Ordinary 55,490,360 55,490,360
2016 Realisation 873,704 933,070
2021 Realisation 360,482 360,482
Ordinary shares* 2023 2022
As at 1 January 61,455,770 61,455,770
Redemption and exchange (269,842) -
As at 31 December 61,185,928 61,455,770
Share premium
*Includes ordinary, 2016 realisation and 2021 realisation shares, which constitute a single class of
share for the purpose of the Company’s Articles and Cayman law.
(a) Voting rights
(i) Ordinary shares (including 2016 realisation shares and 2021 realisation shares) carry the right to
receive notice of and attend and vote at any general meeting of the Company in accordance
with the Articles.
(ii) Exchange shares carry the rights to receive notice of and to attend any general meeting of the
Company but not vote unless there are no ordinary shares in issue in which case Exchange shares
will have the voting rights set out in (i) above as if exchange shares were ordinary shares.
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Notes to the Financial Statements
Shares in issue
The weighted average number of shares in issue for the following years ended 31 December were as follows:
Share premium
(b) Dividends and distributions
(i) Subject to the Companies Law, the Directors may declare dividends (including interim distributions) and
distributions on shares in issue and authorise payment of the dividends or distributions out of the funds of
the Company lawfully available. No dividend or distribution will be paid except out of the realised or unrealised
profits of the Company, or as otherwise permitted by the Companies Law. There are no fixed dates on which
the entitlement to dividends arises. All dividend payments will be non-cumulative.
(ii) Distributions on each class of ordinary shares may only be paid from proceeds received from the
corresponding class of interests in the Master Fund.
(iii) Exchange shares will not confer any rights to dividends or other distributions.
(iv) At the 2015 EGM a new Ordinary Share Distribution Policy was adopted which resulted in:
• a progressive return, payable quarterly in the form of a dividend that will be maintained or grown on
a pence per ordinary share basis.
• in addition to the return detailed above, where the Master Fund or MVI II LP disposes of an asset
for a Net Capital Gain and has not already returned an aggregate amount in excess of 50% of that
gain and any previous such gains pursuant to the distribution policy, the Company will make an
additional capital return of the difference to ordinary shareholders by way of tender offers, share
repurchases or other returns of capital and distributions; and
• the opportunity to augment the distribution policy by returning cash in excess of the amounts
referred to in (i) and (ii) above being kept under review and to be undertaken through periodic
tender offers, share repurchases or other returns of capital and distributions.
(v) At an ordinary class meeting held on 5 September 2018, the Ordinary Share Distribution Policy was further
amended, permitting the ‘Minimum Annual Distribution’ to be made by the repurchase of ordinary shares.
Under the amended policy, returns to ordinary shareholders may be made by repurchase of shares, dividend
payments, or a combination of both.
Since 2021, the Board has determined that the most suitable method to satisfy the minimum distribution is through
the payment of dividends. Interim dividends of 2.265p per ordinary share were paid in February, May, August and
November 2023, with further quarterly interim dividends of the same amount continuing in February 2024.
The Ordinary Share Distribution Policy (described in sections (iv) and (v) above) does not apply to the 2016 realisation
shares or the 2021 realisation shares.
(c) Realisation opportunities
In October 2016 and October 2021, the Company offered its shareholders the opportunity to redesignate some or all
of their ordinary shares of 0.0001p each in the capital of the Company as 2016 realisation shares and 2021 realisation
shares respectively of the same par value. The realisation shares rank equally and otherwise carry the same rights
as the ordinary shares, save that (i) the investment policy differs to that of the ordinary shares, the Realisation Pool
is only permitted to invest cash in follow-on investments in the Portfolio Companies within three years of creation of
the Realisation Pool and cash generated on the sale of an investment in the Realisation Pool may not be re-invested,
(ii) the distribution policy for the ordinary shares will not apply and (iii) the realisation shares entitle their holders to
returns only in respect of realisations made on investments attributable to the Realisation Pool.
Realisation opportunities are required to be offered every five years, with the next scheduled for November 2026.
(d) Rights as to capital
There are no exit penalties for those ordinary shareholders electing to re-designate all or some of their investment
into realisation shares or on a return of capital attributable to the realisation shares. Whilst the 2016 realisation shares
and 2021 realisation shares currently in issue are listed on the Specialist Fund Segment, listing of any future series of
realisation shares from future offers will be subject to the receipt of all required consents and approvals, including the
approval of the FCA of a prospectus in relation to their admission to trading.
The surplus capital and assets of the Company will, on a winding-up or on a return of capital (otherwise than on a
purchase by the Company of any of its shares) be paid to the holders of ordinary shares, 2016 realisation shares and
2021 realisation shares pro rata to their holding of such shares out of the proceeds of the corresponding class of
interests in the Master Fund.
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Notes to the Financial Statements
11. Reserves
Special distributable reserve
A special distributable reserve was created when the Company cancelled all of its share premium account in existence
as at 26 January 2007, transferring it to a distributable reserve to allow, among other things, the buy-back and
cancellation of the ordinary shares subject to shareholder approval at a subsequent AGM.
Exchange reserve
Movements in capital in respect of the Exchange Procedure are recognised in the exchange reserve. In 2023, £nil
(2022: £nil) was recognised in the exchange reserve following the exchange of the Company’s ordinary shares held
by the Master Fund as explained above.
Where the Company’s partnership interests in the Master Fund are cancelled following exchanges by the Master
Fund out of ordinary shares, the capital amount previously transferred to the exchange reserve is transferred to the
revenue reserve. There was no such movement in 2023 (2022:£nil), as the Exchange Procedure was not utilised
during the year.
Revenue reserve
Realised gains and losses on redemptions of interests in the Master Fund made during the year are transferred from
the capital reserve to the revenue reserve. In the current year, £532,040 has been recognised as realised gains on
redemption of interests in the Master Fund (2022: £nil).
Capital reserve
Unrealised gains and losses on interests in the Master Fund are recognised in the capital reserve.
12. Instruments and associated risks
The Company invests substantially all of its assets in the Master Fund, which is exposed to market risk (including
currency risk, interest risk and price risk), credit risk and liquidity risk arising from financial instruments it holds.
As at 31 December 2023, the Company owned 99.99% (31 December 2022: 97.14%) of the net assets of the Master
Fund.
Market price risk
The Company is exposed to the same market price risk arising from uncertainties about future changes in the
values of the underlying Portfolio Companies. The Board monitors the market price risks inherent in the investment
portfolio by ensuring full and timely access to relevant information from the Manager. The Board receives quarterly
reports from the Manager, meets regularly with the Manager both formally and informally, and at each quarterly
board meeting reviews and challenges the Manager on investment performance, providing input and advice on the
investment activity of the Manager.
Any movement in the value of the ordinary interests or the realisation interests of the Master Fund would result
in an equivalent movement in the reported NAV per ordinary share and realisation share respectively.
The Company’s exposure to changes in market prices at 31 December 2023 and 31 December 2022 on its
unquoted investments was as follows (as at both dates, changes arise exclusively from the Company’s investment
in the Master Fund):
2023 2022
£ £
Financial assets measured at fair value through profit or loss – ordinary shares 97,744,196 98,111,816
Financial assets measured at fair value through profit or loss – 2016 realisation shares 2,801,850 3,508,007
Financial assets measured at fair value through profit or loss – 2021 realisation shares 695,731 667,866
102,241,777 102,287,689
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Notes to the Financial Statements
2023 2022
Analysis of Analysis of
monthly returns monthly returns
Number of periods 12 12
Per cent profitable 50% 33%
Average period return 0.42% 0.19%
Average return in profitable months 1.75% 2.13%
Average return in loss making months (0.92)% (0.78)%
The following table shows the average monthly performance of the reported NAV of the Company:
The impact on net income and equity of the average monthly period returns set out in the above table as
at 31 December 2023 and 2022 is as follows:
The Company invests directly in the Master Fund and indirectly in MVI II LP. The Company is therefore exposed to
price risks derived from the investment portfolios of the Master Fund and MVI II LP.
The Company is exposed to a loss limited to the value of its investment in the Master Fund if the market value of
the Master Fund’s investment holdings decreases. The Master Fund’s direct and indirect investments in underlying
Portfolio Companies are subject to normal market fluctuations and the risks inherent in investment in international
securities markets. There is no assurance that the Master Fund’s objective of capital appreciation will be achieved.
Currencyrisk
The Company is not directly exposed to any material currency risk, although this may be a factor in price risk as a
result of the investments made by the Master Fund or by MVI II LP as certain Portfolio Company investments may
invest in underlying assets denominated in other currencies. It is therefore considered that the Company is not
materially exposed to significant direct currency risk.
Increase (%) Decrease (%) Net income (£) Equity (£) Net income (£) Equity (£)
2023 1.75 (0.92) 1,768,703 1,768,703 (926,606) (926,606)
2022 2.13 (0.78) 2,176,288 2,176,288 (799,952) (799,952)
Monthly returns Impact of Increase Impact of Decrease
Monetary assets in Sterling 109,290,466 112,786,759
Non-monetary assets in Sterling - -
Monetary liabilities in Sterling (317,747) (385,128)
Non-monetary liabilities in Sterling - -
31 December 31 December
Summary of currency exposure of the Master Fund 2023 2022
£ £
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Notes to the Financial Statements
Liquidityrisk
The Company may not sell its investment in the Master Fund without the approval of the Master Fund’s General
Partner. Redemption opportunities are available in relation to ordinary shares in line with the policy adopted at the
2013 EGM and as disclosed in note 10(c). Further, the Master Fund has no control over the timing of the redemption
of its investment in MVI II LP and a significant proportion of the investments in the Portfolio Companies are in publicly
traded equities, the holdings of which may not be readily realisable due to their size or in private companies which
may also not be readily realisable. As such the Master Fund and/or Company may not be able to readily dispose of
such illiquid investments and, in some cases, may be contractually prohibited from doing so. However, the Company’s
liquidity profile of its assets is matched with the liquidity profile of its liabilities, as described below.
The Company holds Class F, Class R(F)1, Class R(G)1 and Class R(F)2 interests in the Master Fund. The policy is that
the Company should remain fully invested in normal market conditions. The Company is only required to settle its
liabilities when its investment is fully redeemed. The following table shows the contractual, undiscounted cash flows
of the Company’s financial liabilities:
The Company holds, and will continue to hold, a minimum cash balance of £125,000 (2022: £125,000) in respect of the
£125,000 loan payable to the Master Fund (2022: £125,000) (see Note 7). The remainder of the loan will be repaid by
set-off on the date that Master Fund interests are fully redeemed.
As all Company specific operating expenses, other than share issue costs paid directly by the Company from the
proceeds of shares issued, are paid by the Master Fund as disclosed in Note 3.8 and as the loan is repayable by set-
off, the Directors do not consider the Company has any net liquidity risk.
Interest rate risk
The Company itself is not exposed to significant interest rate risk, however it is indirectly exposed to such risk through
its direct investment in the Master Fund and indirect investment in MVI II LP. Details of this exposure to interest rate
risk are set out below:
The Master Fund and to a lesser extent MVI II LP hold cash and cash equivalents at short-term market interest rates,
resulting in exposure to risks associated with the effects of fluctuations in the prevailing levels of the market interest
rates on its cash flows. The impact of any movement in interest rates is not considered to have a material effect on the
Master Fund or MVI II LP.
The remainder of the Master Fund’s assets and liabilities are non-interest bearing.
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to
discharge an obligation. The main credit risks for the Company relate to the cash held with financial institutions. The
credit risk relating to the direct investment into the Master Fund and indirect investment into MVI II LP relates to both
cash held with financial institutions and equities held by the custodian.
The Company, the Master Fund and MVI II LP manage their exposure to credit risk associated with their cash deposits
by selecting counterparties with a high credit rating with which to carry out these transactions. The Company’s
maximum exposure to credit risk is the carrying value of the cash on the balance sheet.
The Master Fund and MVI II LP manage their exposure to credit risk associated with the custody of their equities by
selecting counterparties with a strong credit rating.
Less than 1 month 1-3 months Less than 1 month 1-3 months
2023 2023 2022 2022
£ £ £ £
Loan from Master Fund 125,000 - 125,000 -
Payables and accruals 8,987 - 4,146 -
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Notes to the Financial Statements
The Master Fund does not expect to incur material credit losses on its financial instruments. At 31 December 2023,
having considered the Portfolio Companies directly and indirectly held by the Master Fund, the Board considers that
credit risk is limited to the extent of the equity investments in the underlying Portfolio Companies (the risks associated
with such investments have been considered under Market Price Risk). The carrying value of debt investments are
periodically assessed in accordance with IPEV Guidelines.
13. Material contracts and related-party transactions
In the opinion of the Directors on the basis of shareholdings advised to them, the Company has no ultimate
controlling party.
The Company, the Master Fund and MVI II LP are each managed by the Manager.
Parties are considered to be related if one party has the ability to control the other party or exercise significant
influence over the other party, or the parties are under common control or influence, in making financial or
operational decisions.
a)Managementfee,investmentadvisoryfeeandincentiveallocation
Management fee
Under a management agreement dated 1 April 2021, Marwyn Investment Management LLP was appointed Manager
to the Company. Under this management agreement, the Company does not pay any fees to the extent that it invests
its assets solely in the Master Fund. In respect of any assets of the Company not invested in the Master Fund, the
Manager is entitled to receive aggregate performance and management fees on the same basis as those to which it
would have been entitled if such assets had been those of the Master Fund.
The Company has not made any such investments during the year and, as such, no fees were paid by the Company or
payable at the year end (2022: £ Nil).
Under the Master Fund management agreement, the Manager receives monthly management fees from the Master
Fund not exceeding 2% of the NAV before incentive allocations of each class of interests in the Master Fund, payable
monthly in arrears. From 30 November 2018, being two years after the creation of the 2016 Realisation Pool, the
management fee on the 2016 realisation share interests is calculated by reference to NAV before management
fees and incentive allocation less the aggregate value of cash and near cash investments attributable to the 2016
realisation share interests. From 30 November 2023, being two years after the creation of the 2021 Realisation Pool,
the same calculation was applied to the management fee on the 2021 realisation share interests.
The total management fee expense, borne by the Master Fund in respect of the interests invested in by the Company
for the year ended 31 December 2023 was £2,093,905 (31 December 2022: £2,086,594).
Incentive allocation
Incentive allocations borne by the Class F, Class R(F)1, Class R(G)1 and Class R(F)2 interests in the Master Fund are
only payable on returns being made to shareholders as disclosed in Part II, section 6 of the Company’s most recent
prospectus published on 19 October 2021. This prospectus is available on the Company’s website.
Returns from each of these classes in the Master Fund are allocated:
1) to investors up to the value of the ‘reference amount’;
2) to investors to satisfy a preferred return of 7.5% accrued on the outstanding reference on a daily basis;
3) paid as a ‘catch-up’ incentive allocation of 25% of the preferred return until returns in excess of the
reference amount are split 80:20 between investors and incentive allocations; and
4) all remaining returns are split 80:20 between investors and incentive allocation payments.
In the case of Class R(F)1, an ‘initial incentive allocation’, equal to 5% of the reference amount, was payable once the
full reference amount had been returned to investors.
The incentive allocation accrued by the Master Fund at each valuation date is calculated by allocating the gross asset
value for each class in the manner described above.
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Notes to the Financial Statements
Incentive allocation attributable to ordinary shareholders
As at 31 December 2023, the outstanding Class F reference amount was £69,128,282 and the preferred return due to
investors was £21,279,767. The Class F gross asset value of £104,898,174, being in excess of the sum of these, resulted
in an incentive allocation accrual at the balance sheet date of £7,153,979 (31 December 2022: £5,989,027). The
expense relating to the increase in total incentive allocation for Class F for the period was £1,164,951 (31 December
2022: £300,388).
Incentive allocation attributable to realisation shareholders
As at 31 December 2023, the Class R(F)1 reference amount, initial incentive amount, preferred return and preferred
return catch-up had all been paid in full. The Class R(F)1 gross asset value of £2,617,598 resulted in an incentive
allocation accrual at the balance sheet date is £523,520 (31 December 2022: £658,770). The outstanding Class R(G)1
reference amount was £1,154,130 and the preferred return due was £2,021,914. The Class R(G)1 gross asset value of
£707,772 is all allocated against the outstanding reference amount and accordingly there is no incentive allocation
accrual at the balance sheet date (31 December 2022: Nil). The expense relating to the increase in total incentive
allocation for Classes R(F)1 and R(G)1 was £30,625 (31 December 2022: £149,850).
As at 31 December 2023, the outstanding Class R(F)2 reference amount was £514,397 and the preferred return due
to investors was £143,011. The Class R(F)2 gross asset value of £741,065, being in excess of the sum of these, resulted
in an incentive allocation accrual at the balance sheet date of £45,334 (31 December 2022: £38,367). The expense
relating to the increase in total incentive allocation for Class R(G)2 was £6,967 (31 December 2022: £1,393).
The Company does not bear any management fee or incentive allocation in relation to the Master Fund’s investment
into MVI II LP.
(b) Administration fee
On 22 January 2021, Aztec Financial Services (Jersey) Limited was appointed as the administrator of the Company.
Aztec’s fees for administration of the Company were £162,955 per annum up to 31 March 2023, adjusted to £182,466
per annum from 1 April 2023. These are paid by the Master Fund. Aztec is not considered to be a related party.
(c) Board of Directors’ remuneration
Directors’ fees are paid by the Master Fund. The Directors of the Company received the following annual fees:
(d) Secondment services
Marwyn Jersey Limited, an entity forming part of the Marwyn group, seconds certain individuals to the Company.
Marwyn Jersey Limited charged £96,750 for these services for the year to 31 December 2023 (31 December 2022:
£90,563), with such amounts being settled by the Master Fund.
Annual fee Payable from 1 January 2023 to 31 December 2023
Robert Ware £50,000 £50,000
Martin Adams £45,000 £45,000
Peter Rioda £35,000 £35,000
Victoria Webster £35,000 £35,000
All Directors are entitled to receive reimbursement for all travel and other costs incurred as a direct result of carrying
out their duties as Directors.
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Notes to the Financial Statements
2020 2019
£ £
Share capital 91 91
Share premium 64,436,254 70,449,867
Special distributable reserve 26,346,979 26,346,979
Exchange reserve 54,386 54,386
54,386
Capital reserve (4,976,238) 851,513
2023 2022
£ £
Share capital 88 88
Share premium 61,185,928 61,455,770
Special distributable reserve 26,346,979 26,346,979
Exchange reserve 54,386 54,386
Capital reserve (1,129,074) 3,159,948
Revenue reserve 14,783,470 11,270,518
Total capital 101,241,777 102,287,689
The Board, with the assistance of the Manager, monitors and reviews the structure of the Company’s capital on an
ongoing basis.
15. Ordinary shares - by series
The Company has the ability to issue different series of ordinary shares (including realisation shares), the proceeds
of which can be invested in separate classes of the Master Fund. Distributions on each series of ordinary shares
may only be paid from proceeds received from the corresponding class of interests in the Master Fund. The surplus
capital and assets of the Company will on a winding-up or on a return of capital (otherwise than on a purchase by
the Company of any of its shares) be paid to the holders of each series of the ordinary share pro rata to their
holding of such ordinary shares out of the proceeds of the corresponding class of interests in the Master Fund.
As at 31 December 2023, ordinary shares, 2016 realisation shares and 2021 realisation shares remained outstanding
as per Note 10. The information in the Risk section starting on page 76 sets out the risks applicable to these shares
in issue.
16. Commitments and contingent liabilities
There were no commitments or contingent liabilities of the Company outstanding at 31 December 2023 or 31
December 2022 that require disclosure or adjustment in these financial statements.
17. Subsequent events
Under the Company’s Ordinary Share Distribution Policy, an interim dividend was paid to ordinary shareholders on
23 February 2024 of 2.265p per ordinary share.
The Company’s capital at 31 December comprises:
14. Capital management policies and procedures
The Company’s capital management objectives are to ensure that it will be able to continue as a going
concern and to maximise capital return to its equity shareholders.
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The Audit Committee performs a detailed review of the
risks applicable to the Company at least annually and
reports its findings for the consideration of the Board.
The Board has a range of knowledge and contacts across
the investment industry and is provided regular updates
from the Manager, broker, legal counsel and Administrator
to help identify any new risks applicable to the Company.
Those risks that are considered most significant are
included below.
Risks applicable to investing in the Company
Past performance
The past performance of the Company, the Master Fund,
MVI II LP, the Manager and the principals of the Manager
may not be indicative of future performance.
Dependenceonkeyindividuals
The success of the Company, the Master Fund and MVI II
LP depends upon the ability of the Manager to develop
and implement investment strategies that achieve the
Marwyn Fund’s investment objectives. If the Manager
were to become unable to participate in the investment
management of the Marwyn Funds, the consequence for
the Company and the Marwyn Funds would be material
and adverse and could lead to the premature winding-up
of the Company and/or Marwyn Funds.
Net asset value considerations
The NAV per ordinary share, 2016 realisation share and
2021 realisation share, the NAV of the Master Fund and
the NAV of MVI II LP is expected to fluctuate over time with
the performance of the Company’s, the Master Fund’s
and/or MVI II LP’s investments.
Where, in relation to the calculation of the NAV, there is
any conflict between IFRS and the valuation principles
set out in the prospectus in relation to the Company, the
latter principles shall take precedence.
Where in relation to the calculation of the NAV of the
Master Fund there is any conflict between US GAAP
and the valuation principles set out in the limited
partnership agreement of the Master Fund or its offering
memorandum, the latter principles shall take precedence.
Where in relation to the calculation of the NAV of MVI II
LP there is any conflict between IFRS and the valuations
principles set out in the limited partnership agreement of
MVI II LP or its private placement memorandum, the latter
principles shall take precedence.
Liquidityrisk
The investment objectives of the Company, the Master
Fund and MVI II LP allow them to invest in instruments
which may be both illiquid and scarce. Market conditions
may increase illiquidity and scarcity and have a generally
negative impact on the Manager’s ability to identify
and execute suitable investments that might generate
acceptable returns. Market conditions may also restrict
the supply of investment assets that may generate
acceptable returns and thereby cause “cash drag”’ on the
Company’s performance. Adverse market conditions and
their consequences may have a material adverse effect
on the Company’s investment portfolio. To the extent that
there is a delay in making investments, the Company’s
returns will be reduced.
Market price
It is very unlikely that the market price of the ordinary
shares, 2016 realisation shares or 2021 realisation shares
will fully reflect the underlying value of the investment
made by the Company and the underlying investments
held by the Master Fund and MVI II LP which are
attributable to any of the share classes. The underlying
investments of the Company may be subject to market
fluctuations and the risks inherent in all investments and
there can be no assurance that an investment will retain
its value or that appreciation will occur.
As well as being affected by the underlying value of
the assets held, the market value of the ordinary,
2016 realisation or 2021 realisation shares will also be
influenced by the supply and demand for each class in the
market. As such, the market value of the class of shares
may vary considerably from the underlying value of the
Company’s assets attributable to that class.
Restrictiononauditors’liability
Cayman Islands law does not restrict the ability of
auditors to limit their liability. Consequently, the auditors’
engagement letters in relation to the Company, the
Master Fund and MVI II LP contain such a provision as
well as containing provisions indemnifying the auditor in
certain circumstances.
Handling of mail
Mail addressed to the Company and/or the Master Fund
and received at their respective registered offices is
scanned and emailed to the Administrator to be dealt
with. None of the Company, the Master Fund, the General
Partner or any of its or their directors, officers or providers
bear any responsibility for any delay howsoever caused in
mail reaching the Administrator as the case may be.
Risk (unaudited)
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Risks Applicable to Investments in the Company
Eachseriesofordinarysharesisnotaseparate
legalentity
The Company may raise additional finance to invest in the
Master Fund by issuing further series of ordinary shares
to investors. The net proceeds of issue of each series
of ordinary shares will be invested by the Company in a
corresponding class of interests in the Master Fund. In
certain circumstances, if the Company incurs a liability
in respect of assets attributable to another series of
ordinary shares, the ability of the Company to distribute
profits or repurchase ordinary shares, not only in relation
to that series, but also in relation to any other series
may be affected because, under the Companies Law, the
ability to distribute profits or repurchase ordinary shares
has to be determined by reference to the solvency of the
Company as a whole, rather than on a series by series
basis. Liabilities relating to one ordinary share series
cannot be ring-fenced.
Additionally, the investment assets of the Company
(namely, its interests in the ordinary interests and
realisation share interests of the Master Fund), are not
legally segregated and so assets held by the Company and
attributed to any class of realisation shareholders may be
required to be liquidated to meet liabilities attributable to
ordinary shareholders (or vice versa).
Risk of not obtaining distributing or reporting status
There is no guarantee that the Company will continue to
obtain distributing or reporting status for UK taxation
purposes in relation to the ordinary shares. There is
therefore a risk that any gain realised on any disposal of
ordinary shares will be taxed as income in the UK, rather
than capital gain.
Sole purpose
The Company has been established with the sole
purpose of investing in the Master Fund. The success of
the Company therefore depends on the success of the
Master Fund and its ability to successfully implement its
investment strategy. Identification and exploitation of the
investment strategies to be pursued by the Master Fund
involve a high degree of uncertainty.
Limited redemption rights
The Company has no right of redemption in relation to
the Class F interests, Class R(F)1 interests, Class R(G)1
interests or Class R(F)2 interests in the Master Fund. The
right of shareholders to elect to move into realisation
shares does not result in the resulting realisation share
interests in the Master Fund (which will be held on behalf
of realisation shareholders) being redeemable. They will
only be redeemed when the underlying investments
are sold.
CaymanIslandsregistration
The Company is registered in the Cayman Islands. As a
result, the rights of the shareholders are governed by the
laws of the Cayman Islands and the Articles. The rights of
shareholders under Cayman Islands law may differ from
the rights of shareholders of companies incorporated in
other jurisdictions and the enforcement of such rights
may involve different considerations and may be more
difficult than would be the case if the Company had been
incorporated in England and Wales or the jurisdiction of
a shareholder’s residence. The following are examples: (i)
subject only to the Company’s articles of association, the
allotment and issue of securities is under the exclusive
control of the Directors and there are no pre-emption
rights under the Companies Law which would effectively
act as a right of “first refusal” of existing shareholders
on any new issue of shares in the Company; (ii) there is
no express restriction on the Company making loans to
Directors nor the equivalent of substantial property rules
for transactions involving Directors under the Companies
Law; and (iii) assets of the Company are under the exclusive
control of the Directors and the Companies Law does not
expressly restrict the powers of the Directors to dispose
of assets. Examples (i) to (iii) above are intended for the
purposes of illustration only and are not an exhaustive
list. Investors should take appropriate independent legal
advice to determine if they are afforded protections they
consider are necessary for their specific circumstances.
The Cayman Islands courts ordinarily would be expected
to follow English case law precedents which permit a
minority shareholder to commence a representative
action against or derivative actions in the name of the
company to challenge (i) an act which is ultra vires the
company or illegal, (ii) an act which constitutes a fraud
against the minority and the wrongdoers are themselves
in control of the company, and (iii) an irregularity in the
passing of a resolution which requires a qualified (or
special) majority. In the case of a company (not being a
bank) having a share capital divided into shares, the courts
may, on the application of members holding not less than
one fifth of the shares of the company in issue, appoint
an inspector to examine the affairs of the company and
to report thereon in such manner as the courts will direct.
Any shareholder of a company may petition the courts
which may make a winding-up order if the courts are of
the opinion that it is just and equitable that the company
should be wound up. Generally, claims against a company
by its shareholders must be based on the general laws of
contract or tort applicable in the Cayman Islands or their
individual rights as shareholders as established by the
company’s memorandum and articles of association.
Risk (unaudited)
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TheCompanydoesnotexercisecontroloverthe
Master Fund or MVI II LP
The Company, in its capacity as an investor, has no
opportunity to control the day-to-day operation, including
investment and disposition decisions made by the
Manager on behalf of the Master Fund or MVI II LP, the
resolution of potential or actual conflicts of interest that
may arise, distributions by the Master Fund or MVI II LP
or the appointment or removal of service providers to the
Master Fund or MVI II LP. The Company does not have the
opportunity to evaluate the relevant economic, financial
and other information that is utilised by the Manager in its
evaluation and selection of investments, does not receive
the detailed financial information regarding investments
that is available to the Manager and has no right to be
informed about actual or potential conflicts of interest.
The Master Fund has adopted the amended distribution
policy in relation to Class F, Class R(F)1, Class R(G)1 and
Class R(F)2 interests in the Master Fund. However, the
Company has no control over the amount or timing of
any redemptions by the Master Fund or MVI II LP or other
distributions which may be used to fund extraordinary
distributions.
The Master Fund, as a limited partner in MVI II LP, has no
control over the investment or disposal decisions of MVI
II LP or timing of any redemptions or other distributions
by MVI II LP.
Conflictsofinterest
The Master Fund and MVI II LP (together the “Master
Funds”) are subject to a number of actual and potential
conflicts of interest with the Company and with each other.
The Company (or, as appropriate, other relevant parties)
aims to manage such conflicts to prevent a material risk
of damaging any investor’s interest. Where this is not
possible the conflicts are disclosed.
Certain inherent conflicts arise from the fact that the
Manager and its affiliates provide investment management
services to both Master Funds and the Company.
In order to ensure an equitable management of the
potential conflicts of interest that could arise in managing
the interests of ordinary shareholders and each class of
realisation shareholders, the Master Funds have agreed
the following policies:
• interests in Portfolio Companies held by the Master
Fund (with the exception of interests in Silvercloud)
attributable to realisation share interests will
only be sold when MVI II LP’s interests in the
same Portfolio Companies are disposed of on a
simultaneous basis. All disposals will be pro rata
between MVI II LP and the Master Fund;
• interests in Silvercloud held by the Master Fund
attributable to realisation share interests will only
be sold when the Master Fund disposes of interests
in Le Chameau attributable to ordinary share
interests on a simultaneous basis. All disposals
will be pro rata between the holdings attributable
to the realisation share interests and the ordinary
share interests; and
• to the extent that the Master Fund and MVI II
LP make follow-on investments in any Portfolio
Companies held by both, this will be pro rata to the
holdings of the Master Fund and MVI II LP in such
shares on the date of such follow-on investment,
provided that the Master Fund shall not be
required to make a follow-on investment to the
extent it does not have cash available to fund such
investment having regard to its working capital
requirements as agreed with the general partner of
the Master Fund (with the prior written agreement
of the Board).
The use of a structure which includes the Master Funds
may also create a conflict of interest in that different tax
considerations for investors in the Company, the Master
Fund and/or MVI II LP may cause the Master Fund and/
or MVI II LP to structure or dispose of an investment in
a manner that is more advantageous to one group than
the other.
In any case where a Director is actually or potentially
conflicted, this conflict is disclosed to the Board and that
Director will not be considered in the quorum for any
resolutions relating to the matter.
Class consents
Certain actions by the General Partner in respect of the
Master Fund require the written consent of investors in
that Class. Where the Directors allow holders of ordinary
shares or realisation shares to vote on a matter for which
the General Partner is seeking investor consent and, if
the resolution is passed by a simple majority of those
voting in person or by proxy at a meeting of the holders
of the relevant shares, the Directors will give consent to
the General Partner in respect of all of the Company’s
interests in the relevant Class. The Company will not split
its consent in accordance with the votes of the holders of
the relevant series of shares.
Risk (unaudited)
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Valueandliquidityoftheshares
The shares of publicly traded companies can have limited
liquidity and their share prices can be highly volatile. The
price at which the shares will be traded and the price
at which investors may realise their investment will be
influenced by a large number of factors, some specific to
the Company and its operations, and others which may
affect companies operating within a particular sector or
quoted companies generally. Prospective investors should
be aware that the value of the shares could go down as
well as up, and investors may therefore not recover their
original investment. Furthermore, the market price of
the shares may not reflect the underlying value of the
Company’s net assets. There is also no guarantee that any
discount control mechanisms employed by the Board and
the Manager will be effective at managing the level of any
discount.
There is no reliable liquid market for the Company’s
interest in the Master Fund and the valuation of Portfolio
Companies may involve the general partners of the
Master Fund and MVI II LP exercising judgement. This is
particularly the case in the context of the Master Fund’s
investments in Silvercloud and Palmer which comprise
unlisted securities for which there is no liquid market.
There can be no guarantee that the basis of calculation
of the value of Portfolio Companies used in the valuation
process will reflect the actual value on realisation of those
investments.
Additionalfinancinganddilution
If the Company issues further series of ordinary shares,
whilst these will not dilute the economic interests of the
existing classes in the Master Fund, the additional ordinary
shares will carry rights to vote at general meetings of the
Company and will therefore dilute shareholders’ voting
rights accordingly. The Directors may seek debt finance
to fund the expansion of the Company. There can be no
assurance that the Company will be able to raise such
debt funds, whether on acceptable terms, or at all. If
debt financing is obtained, the Company’s ability to raise
further finance, and its ability to operate its business, may
be subject to restrictions.
Registration under the US InvestmentCompany Act
and the US Advisers Act
The Company has not been and it is unlikely it will ever
be registered under the US Investment Company Act. In
addition, the Manager has not been and it is unlikely that
it will ever be registered as an “Investment Adviser” under
the US Investment Advisers Act.
DepositoryInterests
Securities issued by Cayman registered companies,
such as the Company, cannot be held or transferred in
the CREST system. However, to enable shareholders in
a Cayman registered company to settle such securities
through the CREST system, a depository or custodian
can hold the relevant securities and issue dematerialised
depository interests representing the underlying shares
which are held on trust for the holders of these depository
interests.
Voting rights
Under the Articles, only those persons who are
shareholders of record are entitled to exercise voting
rights. Persons who hold ordinary shares or realisation
shares in the form of depository interests will not be
considered to be record holders of such shares that are
on deposit with the depository and, accordingly, will not
be able to exercise voting rights. However, the deed poll
which created the depository interests (the “Deed Poll”)
provides that the depository shall pass on, as far as it is
reasonably able, rights and entitlements to vote. In order
to direct the delivery of votes, holders of depository
interests must deliver instructions to the depository by
the specified date.
Neither the Company nor the depository can guarantee
that holders of depository interests will receive the notice
in time to instruct the depository as to the delivery of votes
in respect of shares represented by depository interests
and it is possible that they will not have the opportunity
to direct the delivery of votes in respect of such shares.
In addition, persons who beneficially own shares that are
registered in the name of a nominee must instruct their
nominee to deliver votes on their behalf.
Neither the Company nor any nominee can guarantee
that holders of depository interests will receive any notice
of a solicitation of votes in time to instruct nominees to
deliver votes on behalf of such holders and it is possible
that holders of depository interests and other persons
who hold ordinary shares or realisation shares through
brokers, dealers or other third parties will not have the
opportunity to exercise any voting rights.
Risk (unaudited)
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Limitation of liability
The Deed Poll contains provisions excluding and limiting
the depository’s liability to holders of depository interests.
For example, the depository will not be liable to any holder
of depository Interests or any other person for liabilities
in connection with the performance or non-performance
of obligations under the Deed Poll or otherwise except
as may result from its negligence or willful default or the
fraud of any custodian or agent which is not a member of
its group unless it has failed to exercise reasonable care
in the appointment and continued use and supervision of
such custodian or agent. Furthermore, except in the case
of personal injury or death, the depository’s liability to a
holder of depository interests will be limited to the lesser
of: (i) the value of shares and other deposited property
properly attributable to the depository interests to which
the liability relates; and (ii) that proportion of £10 million
which corresponds to the portion which the amount the
depository would otherwise be liable to pay to the holder
of the depository interests bears to the aggregate of the
amounts the depository would otherwise be liable to pay
all such holders in respect of the same act, omission or
event which gave rise to such liability or, if there are no
such amounts, £10 million.
The depository is entitled to charge fees and expenses for
the provision of its services under the Deed Poll without
passing any profit from such fees to holders of depository
interests.
Indemnification
Each holder of depository interests is liable to indemnify
the depository and any custodian (and their agents,
officers and employees) against all costs and liabilities
arising from or incurred in connection with, or arising from
any act related to, the Deed Poll so far as they relate to
the property held for the account of depository interests
held by that holder, other than those resulting from the
willful default, negligence or fraud of the depository, or
the custodian or any agent, if such custodian or agent
is a member of the depository’s group, or, if not being
a member of the same group, the depository has failed
to exercise reasonable care in the appointment and
continued use and supervision of such custodian or agent.
United States ownership and transfer restrictions
There are restrictions on the purchase of ordinary shares
or realisation shares by, or transfers to, investors who
are located in the United States or who are US persons
(as defined in the United States Securities Act of 1933, as
amended) or who acquire ordinary shares or realisation
shares for the account or benefit of US persons. For a
complete description of these ownership and transfer
restrictions please refer to section 4 of Part IX of the
prospectus published in relation to the 2021 realisation
share offer by the Company on 19 October 2021.
In the event that ordinary shares or realisation shares are
acquired by persons who are not qualified to hold the
ordinary shares or realisation shares, such ordinary shares
or realisation shares are subject to provisions requiring
forfeiture and/or compulsory transfer as described in
section 3 of Part X of that prospectus.
Otherjurisdictiontaxconsiderations
Although the Directors intend that, insofar as it is within
their control, the affairs of the Company are conducted in
such a way that the Company is tax resident in Jersey only,
there can be no guarantee that all of the requirements to
ensure this will, at all times, be satisfied and the Company
will not be considered tax resident in jurisdictions other
than Jersey.
Risk (unaudited)
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Look-Through Portfolio Information (unaudited)
As at 31 December 2023
Platform acquisition date
Carrying value attributable to the
Company’s ordinary shares
Carrying value attributable to the
Company’s 2016 realisation shares
Carrying value attributable to the
Company’s 2021 realisation shares
% voting rights held by the Marwyn Funds
% attributable to the Company’s
ordinary shares
% attributable to the Company’s 2016
realisation shares
% attributable to the Company’s 2021
realisation shares
October 2012
£27.6m
£2.4m
£0.17m
67.3%
61.6%
5.3%
0.4%
Le Chameau (through Silvercloud Holdings Limited)
Platform acquisition date
Carrying value attributable to the
Company’s ordinary shares
Carrying value attributable to the
Company’s 2016 realisation shares
Carrying value attributable to the
Company’s 2021 realisation shares
% voting rights held by the Marwyn Funds
% attributable to the Company’s
ordinary share
% attributable to the Company’s 2016
realisation shares
% attributable to the Company’s 2021
realisation shares
August 2023
£15.0m
£-m
£0.09m
15.4%
12.0%
-%
0.1%
AdvancedAdvT Limited
Platform acquisition date
Carrying value attributable to the
Company’s ordinary shares
Carrying value attributable to the
Company’s 2016 realisation shares
Carrying value attributable to the
Company’s 2021 realisation shares
% voting rights held by the Marwyn Funds
% attributable to the Company’s
ordinary shares
% attributable to the Company’s 2016
realisation shares
% attributable to the Company’s 2021
realisation shares
Yet to acquire a
platform asset
£9.8m
£-m
£0.06m
75.0%
58.6%
-%
0.4%
Marwyn Acquisition Company II Limited
Platform acquisition date
Carrying value attributable to the
Company’s ordinary shares
Carrying value attributable to the
Company’s 2016 realisation shares
Carrying value attributable to the
Company’s 2021 realisation shares
Yet to acquire a
platform asset
£5.1m
£-m
£0.03m
450 plc
The Marwyn Funds hold 100% of the voting rights of Silvercloud Holdings Limited, which in turn holds 67.3%
of the voting rights of Le Chameau Holdings Limited
% voting rights held by the Marwyn Funds
% attributable to the Company’s
ordinary shares
% attributable to the Company’s 2016
realisation shares
% attributable to the Company’s 2021
realisation shares
95.4%
75.9%
-%
0.5%
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As at 31 December 2023
Platform acquisition date
Carrying value attributable to the
Company’s ordinary shares
Carrying value attributable to the
Company’s 2016 realisation shares
Carrying value attributable to the
Company’s 2021 realisation shares
% voting rights held by the Marwyn Funds
% attributable to the Company’s
ordinary shares
% attributable to the Company’s 2016
realisation shares
% attributable to the Company’s 2021
realisation shares
November 2023
£8.7m
£0.2m
£0.06m
0.9%
0.7%
0.0%
0.0%
Zegona Communications plc
Carrying value attributable to the
Company’s ordinary shares
Carrying value attributable to the
Company’s 2016 realisation shares
Carrying value attributable to the
Company’s 2021 realisation shares
% voting rights held by the
Marwyn Funds
% attributable to the Company’s
ordinary shares
% attributable to the Company’s 2016
realisation shares
% attributable to the Company’s 2021
realisation shares
Acquisition Companies
MAC III
£9.8m
£-m
£0.06m
75.0%
58.6%
-%
0.4%
MAC ALPHA
£1.0m
£-m
£-m
90.0%
72.0%
-%
-%
Look-Through Portfolio Information (unaudited)
Platform acquisition date refers to the announced acquisition of Vodafone Spain
% voting rights is correct as at 31 December 2023 and includes the ordinary shares issued to EJLSHM Funding Limited
Platform acquisition date
Carrying value attributable to the
Company’s ordinary shares
Carrying value attributable to the
Company’s 2016 realisation shares
Carrying value attributable to the
Company’s 2021 realisation shares
% voting rights held by the Marwyn Funds
% attributable to the Company’s
ordinary shares
% attributable to the Company’s 2016
realisation shares
% attributable to the Company’s 2021
realisation shares
n/a
£6.4m
£-m
£-m
40.0%
32.0%
-%
-%
Palmer Street Limited
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Advisers (unaudited)
Registered office
PO Box 309
Ugland House
Grand Cayman KY1 – 1104
Cayman Islands
Manager of the Company, the Master
Fund, MVI II LP, MVI II Co-Invest LP and
MVI II DCI I LP
Marwyn Investment Management LLP
11 Buckingham Street
London WC2N 6DF
United Kingdom
Auditor
Baker Tilly Channel Islands Limited
2nd Floor, Lime Grove House
Green Street
St Helier
Jersey JE2 4UB
Channel Islands, British Isles
Registrar
Link Asset Services
Mont Crevelt House
St. Sampson
Guernsey GY2 4JN
Channel Islands, British Isles
Legal Advisers to the
Company as to English law
Travers Smith LLP
10 Snow Hill
London EC1A 2AL
United Kingdom
Legal Advisers to the Company
as to Cayman Law
Maples and Calder
PO Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
Administrator to the Company
Aztec Financial Services (Jersey) Limited
Aztec Group House
PO Box 730
IFC 6, The Esplanade, St Helier
Jersey, JE4 0QH
Channel Islands, British Isles
Corporate Broker
Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London EC2Y 9LY
United Kingdom
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Defined Terms (unaudited)
The following technical terms have the following meanings in this annual report and financial statements.
450 450 plc
Administrator the administrator of the Company from time to time, being Aztec Financial Services (Jersey) Limited as at the date
of this annual report and financial statements
AdvT or AdvancedAdvT AdvancedAdvT Limited
AIC Association of Investment Companies
AIC Code the AIC Code of Corporate Governance
Articles the articles of association of the Company
AGM Annual General Meeting
Audit Regulation Article 26 (6) of Regulation 538/2014
Aztec Aztec Financial Services (Jersey) Limited
Board Board of Directors of the Company
Broker the corporate broker appointed by the Company from time to time, being Liberum Capital Limited as at the date of
this annual report and financial statements
BTCI Baker Tilly Channel Islands Limited
CEO Chief Executive Officer
COO Chief Operating Officer
Company/Fund/MVIL Marwyn Value Investors Limited
Companies Law the Cayman Islands Companies Law (2013 Revision)
Directors Board of Directors of the Company
ESG Environmental, Social and Governance
Exchange Procedure has the meaning given to it in the in the prospectus published by the Company on 19 October 2016
Euskaltel Euskaltel, S.A.
EV Enterprise value
FCA Financial Conduct Authority
FTSE SmallCap (ex-IC) FTSE SmallCap (ex Investment Company) Index
IFRS International Financial Reporting Standards as adopted by the European Union
IPEV Guidelines the International Private Equity and Venture Capital valuation guidelines as amended
IPO intital public offering
Le Chameau the Le Chameau operating group, the Master Fund’s investment in which is held through
Silvercloud Holdings Limited
London Stock Exchange or LSE London Stock Exchange plc
MAC II Marwyn Acquisition Company II Limited
MAC III Marwyn Acquisition Company III Limited
MAC Alpha MAC Alpha Limited
Management Partner has the meaning given to it in the Report of the Manager
Manager the manager of the Company from time to time, being Marwyn Investment Management LLP as at the date
of this annual report and financial statements
MAR the UK version of EU Regulation 596/2014 which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018, and as subsequently amended
Marwyn the Manager and any other Marwyn entities with the same ultimate beneficial owners
Marwyn Funds the Company, the Master Fund, MVI II LP and any other funds managed by the Manager
Master Fund Marwyn Value Investors LP
Minimum Annual Distribution has the meaning given to it in the Ordinary Share Distribution Policy
MVI II LP Marwyn Value Investors II LP
NAV or Net Asset Value the Company’s net assets (see the glossary of technical terms)
Net Capital Gain has the meaning given to it in the Company’s RNS announcement dated 14 August 2018
Ordinary Share Distribution Policy the Company’s policy on distributions to ordinary shareholders as described in the Company’s circular
published on 14 August 2018, included in the ‘Documents’ section of the Company’s website,
www.marwynvalue.com
Portfolio Companies the entities into which the Company indirectly invests through the Master Fund and/or MVI II LP as relevant
Profitable Realisation has the meaning given to it in the prospectus published by the Company on 23 November 2015
Realisation Class ordinary shares that are redesignated as realisation shares following receipt of valid elections to redesignate
such ordinary shares as realisation shares, in accordance with the Articles, of which there are currently two
such classes; the 2016 realisation class and the 2021 realisation class
Realisation Pool Assets attributable to the realisation shareholders, of which there are two such pools relating to the 2016
realisation class and the 2021 realisation class
Relevant Entities the Manager or any member of the Marwyn group or any of their respective advisers or affiliates or the
Marwyn Funds
Sanne Sanne Group plc
SORP Statement of Recommended Practice
SPAC special purpose acquisition company
Specialist Fund Segment or SFS the Specialist Fund Segment of the Main Market of London Stock Exchange plc
Sterling British Pounds Sterling
Telecable Telecable de Asturias S.A
Zegona Zegona Communications plc
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Glossary of Technical Terms (unaudited)
The following technical terms have the following meanings in this annual report and financial statements.
% Total Equity Returns means the amount (expressed as a percentage of the Total Equity Invested (see below)
by which the Total Equity Value represents a profit or loss on the Total Equity Invested
Acquisition companies or acquisition vehicles companies or other vehicles (of any structure) specifically created for the purpose of acquiring
or merging with an existing company
Buyback describes an investment company buying its own shares and reducing the number of shares in existence
CAGR Compound annual growth rate, or CAGR, is the average annual growth rate of an investment over a specified
period of time longer than one year
Capital Returns a measure of performance which looks only at the increase and decrease in the value of the investment over time.
It does not take into account any income dividends which may have been received, however it does include capital
returns within the calculation
Carrying value the value of the Company’s investments in an investee company
Cum-income NAV cum-income NAV is a company’s Net Asset Value including all current year income, less the value of any dividends
paid in respect of the period together with the value of any dividends which have been declared but not yet paid
Dividend income from an investment in shares
Dividend Yield the dividend yield is the annual dividend paid by a company expressed as a percentage of the current share price.
If a company has paid a dividend of 2p and another dividend of 3p, and the share price is currently £1.25p,
the dividend yield would be 4% (2p + 3p = 5p / 125p = 4%)
Growth strategy a plan to expand a company’s business (by, for example, increasing revenue, users, customers, products, or
market share)
Market Capitalisation a measure of the size of an investment company calculated by multiplying the number of shares in issue by the
price of the shares
NAV or Net Asset Value the net asset value (NAV) is the value of the investment company’s assets, less any liabilities it has
NAV Per Share the NAV per share is the NAV divided by the number of shares in issue.
This may be different to the share price. The difference is known as the discount or premium
NAV Total Return a measure showing how the NAV Per Share has performed over a period of time, taking into account both capital
returns and dividends paid to shareholders
Platform acquisition the acquisition of a target company by (or merger of a target company with) an acquisition company
Reverse acquisition a platform acquisition of an already-listed company by an unlisted private company which can allow
the private company to bypass the lengthy and complex process of completing its own IPO
Share Price the price of a share as determined by the relevant stock market
Share Price Total Return a measure showing how the share price has performed over a period of time, taking into account both capital
returns and dividends paid to shareholders
Total Equity Value the amount received in return for the sale of an investee company’s shares
Total Equity Invested the amount paid for shares in investee companies
Total Shareholder Return or TSR returns to shareholders taking into account both income and capital returns
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Disclaimer (unaudited)
The report of the Manager (“Manager’s Report”) is issued
by Marwyn Investment Management LLP, a firm authorised
and regulated by the FCA, in connection with the Company,
the Master Fund, MVI II LP and any other funds managed by
the Manager (collectively, the Marwyn Funds).
The Manager’s Report does not constitute a prospectus
or offering document relating to the Marwyn Funds, nor
does it constitute or form part of any offer or invitation to
purchase, sell or subscribe for, or any solicitation of any such
offer to purchase, sell or subscribe for, any securities in the
Marwyn Funds (an “Investment”) nor shall the Manager’s
Report or any part of it, or the fact of its distribution, form
the basis of, or be relied on in connection with, any contract
therefor.
Persons who wish to make an Investment are reminded
that any such Investment should only be made on the basis
of the information contained in materials provided for that
purpose for consideration and not on the information
contained in the Manager’s Report. No reliance may be
placed, for any purposes whatsoever, on the information
contained in the Manager’s Report or on its completeness
and the Manager’s Report should not be considered
a recommendation by the Manager or any member of
the Marwyn group or any of their respective advisers or
affiliates or the Marwyn Funds (the “Relevant Entities”) in
relation to an Investment.
No representation or warranty, express or implied, is
given by or on behalf of the Relevant Entities or any of
their respective directors, partners, officers, employees,
advisers or any other persons as to the accuracy, fairness or
sufficiency of the information or opinions contained in the
Manager’s Report and none of the information contained in
the Manager’s Report has been independently verified by
the Relevant Entities or any other person. Save in the case
of fraud, no liability is accepted for any errors, omissions or
inaccuracies in such information or opinions.
The distribution of this document in certain jurisdictions
may be restricted by law and the persons into whose
possession this document comes should inform themselves
about, and observe, any such restrictions.
The Manager’s Report includes “forward-looking
statements” which includes all statements other than
statements of historical facts, including, without limitation,
those regarding the Master Fund’s and the Company’s
financial position, business strategy, plans and objectives
of management for future operations and any statements
preceded by, followed by or that include forward-looking
terminology such as the words “targets”, “believes”,
“estimates”, “expects”, “aims”, “intends”, “can”, “may”,
“anticipates”, “would”, “should”, “could” or similar expressions
or the negative thereof. Such forward-looking statements
involve known and unknown risks, uncertainties and other
important factors beyond the control of the Marwyn
Funds that could cause the actual results, performance
or achievements of the Marwyn Funds to be materially
different from future results, performance or achievements
expressed or implied by such forward-looking statements.
Such forward-looking statements are based on numerous
assumptions regarding the present and future business
strategies of the Marwyn Funds and the environment in
which the Marwyn Funds will operate in the future.
These forward-looking statements speak only as at the date
of the Manager’s Report. Investing in the Company involves
certain risks, as detailed in these financial statements, and
as described more fully in the prospectus published by the
Company on 19 October 2021.
Indices are used solely for comparison purposes. There
are limitations in using indices for comparison purposes
because, among other reasons, such indices may have
different volatility, diversification, credit, and other material
characteristics (such as number or type of instrument
or security). Whilst investors can invest in index tracker
funds, they cannot invest directly in an index. FTSE Indiced
sourced from: London Stock Exchange Group plc and its
group undertakings (collectively, the “LSE Group”). © LSE
Group 2023. FTSE Russell is a trading name of certain of the
LSE Group companies. “FTSE Russell®” is a trade mark of
the relevant LSE Group companies and is/are used by any
other LSE Group company under license. All rights in the
FTSE Russell indexes or data vest in the relevant LSE Group
company which owns the index or the data. Neither LSE
Group nor its licensors accept any liability for any errors or
omissions in the indexes or data and no party may rely on
any indexes or data contained in this communication. No
further distribution of data from the LSE Group is permit ted
without the relevant LSE Group company’s express written
consent. The LSE Group does not promote, sponsor or
endorse the content of this communication.
Shares in the Company are not designed or intended for
retail investors. The Manager does not promote shares in
the Company to retail investors and they should not be
offered to retail investors.
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