Schedule 1 - Marwyn Value Inv

RNS Number:0760R
AIM
28 March 2008


    ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR
                                                COMPANIES ("AIM RULES")

COMPANY NAME:
Marwyn Value Investors II Limited (to be renamed Marwyn Value Investors Limited) (the "Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
PO Box 119, Martello Court, Admiral Park, St. Peter Port, Guernsey GY1 3HB
COUNTRY OF INCORPORATION:
Guernsey
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.marwynvalue2.com
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING STRATEGY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:
The Company is a closed-ended investment company that was established to allow investors access to the investment
strategy pursued by Marwyn Neptune Fund L.P. (the "Master Fund").



On 11 March 2008, the Directors of the Company and Marwyn Value Investors Limited ("Marwyn") (a closed-ended investment
company with the same directors as the Company which was also established to allow investors access to the investment
strategy pursued by the Master Fund) announced that they had reached agreement on the terms of an  amalgamation to be
implemented under the Guernsey Amalgamation of Companies Ordinance 1997 (as amended) (the "Amalgamation") such that the
Company, as the surviving company will, by operation of law, succeed to all property, rights, powers and privileges,
and will become liable for all debts, liabilities and obligations of Marwyn existing on Admission (as defined below).



Pursuant to the Amalgamation and the related proposals to warrantholders of the Company and Marwyn (the "Warrant
Proposals") all Marwyn ordinary shares of 10p each and Marwyn B shares of 50p each will be converted into new ordinary
shares of 10p each in the Company using a formula asset value ("FAV") calculation on 11 April 2008 (or, if any of the
meetings to approve the Amalgamation Proposals are adjourned, the day on which the last meeting takes place) (the "
Calculation Date") to determine the conversion ratio and all Marwyn series two warrants, Marwyn B warrants, the
Company's series one warrants and the Company's series two warrants will be cancelled and the Company will issue new
warrants to replace them in an agreed ratio.



The Amalgamation constitutes a reverse takeover for the Company.  If the Amalgamation  and the Warrant Proposals are
approved at the extraordinary general meeting of the Company and the other terms and conditions of the Amalgamation and
the Warrant Proposals are satisfied, the admission of the Company's existing ordinary shares and warrants will be
cancelled and application will be made to the London Stock Exchange for all of the Company's existing ordinary shares
to be re-admitted to trading on AIM and for the new ordinary shares to be issued pursuant to the Amalgamation and for
all of the new warrants to be issued pursuant to the Warrant Proposals, to be admitted to trading on AIM ("Admission").



The investment objective of each of the Company and the Master Fund is to maximise their total returns.  On Admission,
approximately 95 per cent. of the Company's assets will be invested directly in the Master Fund.  Going forward, the
Directors intend, subject to retaining sufficient levels of cash to meet the ongoing expenses of the Company, to
continue to invest up to 100 per cent. of the Company's assets directly in the Master Fund.



The Master Fund seeks to invest, and to the extent it does not invest in the Master Fund, the Company will seek to
invest in smaller businesses (under �500 million market capitalisation) managed by experienced executives with strong
track records of building and operating businesses.  Investments have been and will continue to be made in both listed
and unlisted companies principally headquartered in the UK, Europe and North America.  The Master Fund and/or Company
will continue to seek to identify experienced management teams with proven sector expertise at an early stage in the
implementation of a strategy and initially support them, where necessary, to cover preliminary due diligence expenses
typically prior to completing a management buy in of a suitable target business.



On top of this central theme of strong management, the investment manager of the Company, Marwyn Investment Management
LLP (the "Investment Manager") may also overlay requirements for minimum levels of operating profitability and cash
generation together with a preference for sectors which have, or are undergoing, structural or regulatory change.  The
spectrum of opportunities within these sectors range from conventional regulated industries, including environmental
services, water and utilities, financial services and insurance, to those sectors undergoing specific structural and
regulatory changes, including leisure, gaming and food and beverages.  The Directors and the Investment Manager believe
that markets and industries undergoing change create commercial opportunities for management teams with proven
credentials and foresight, resulting in the potential for significant investment returns.



The Master Fund and/or Company will continue to focus on a strategy for value creation based upon the range of life
stages of an investment.  The initial focus is on creating value through investment in platform equity and price
arbitrage on the acquisition of assets.  Value creation in the latter stages of the investment life cycle will focus,
with the assistance of management of the relevant investee company, on earnings enhancing mergers and acquisitions and
operational improvements.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known,
number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held
as treasury shares):
The number of new ordinary shares to be issued pursuant to the Amalgamation and the Warrant Proposals depends on the
FAV of each of the Marwyn ordinary shares of 10p each, the Marwyn B shares of 50p each and the Company's ordinary
shares of 10p each at the Calculation Date. For illustrative purposes, had the Calculation Date been 29 February 2008,
the number of ordinary shares of 10p each to be admitted to trading on AIM would have been 82,171,003.



The precise number of warrants to be admitted to trading on AIM depends on the effect of rounding down fractional
entitlements to warrants pursuant to the Warrant Proposals.  The maximum number of new warrants that may be issued
(disregarding the effect of rounding down fractional entitlements) is 23,259,078.  The warrants to subscribe for
ordinary shares are exercisable at a subscription price of 115p at any time until 30 September 2010.  The warrants are
callable by the Company if the mid-market closing price of the ordinary shares is 132.5p or more for any twenty or more
trading days out of a period of thirty consecutive trading days.
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
N/A
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
17.3%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
N/A
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or
including any other name by which each is known):
David Jeffreys Williams, Executive Chairman

Robert Thomas Ernest Ware, Executive Director

David John Warr, Non-Executive Director

Ian Geoffrey Clarke, Non-Executive Director

James Henry Merrick Corsellis, Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND
AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

      Significant shareholders before Admission               Percentage holding before Admission
LBPB Nominees                                                                24.24%
Castle General Partners                                                      15.15%
Morstan Nominees                                                             13.64%
Goldman Sachs Securities (Nominees)                                          12.12%
BBHISL Nominees                                                              9.56%


   Significant shareholders following Admission         Percentage holding following Admission*
The Bank of New York                                                     9.45%
Vidacos Nominess                                                         8.07%
LBPB Nominees                                                            5.33%
Goldman Sachs Securities (Nominees)                                      4.16%
LBPB Nominees                                                            9.74%
Castle General Partners                                                  6.08%
Morstan Nominees                                                         5.48%
Goldman Sachs Securities (Nominees)                                      4.87%
BBHISL Nominees                                                          3.84%

*The number of new ordinary shares to be issued pursuant to the Amalgamation depends on the FAV of each of the Marwyn
ordinary shares of 10p each,the Marwyn B shares of 50p each and the Company's ordinary shares of 10p each at the
Calculation Date. For illustrative purposes, had the Calculation Date been 29 February 2008, the number of ordinary
shares of 10p each to be admitted to trading on AIM would have been 82,171,003. The above table has been completed on
the basis that the Calculation Date was 29 February 2008.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(i)                  ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)                DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED

(iii)               DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i)                  31 December

(ii)                31 December 2007

(iii)               30 September 2008, 30 June 2009 and 30 September 2009
EXPECTED ADMISSION DATE:
18 April 2008
NAME AND ADDRESS OF NOMINATED ADVISER:
Collins Stewart Europe Limited, 9th Floor, 88 Wood Street London EC2V 7QR
NAME AND ADDRESS OF BROKER:
Collins Stewart Europe Limited, 9th Floor, 88 Wood Street London EC2V 7QR
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL
BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS
SECURITIES:
The Admission Document is available at the principal place of business of the Company, Martello Court, Admiral Park,
St. Peter Port, Guernsey GY1 3HB and at the offices of Collins Stewart Europe Limited, 9th floor, 88 Wood Street,
London EC2V 7QR and contains full details of the applicant and the admission of its securities.
DATE OF NOTIFICATION:
28 MARCH 2008
NEW/ UPDATE:
New




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