## Annual Report and ## Financial Statements ## 2022 MARWYN VALUE INVESTORS LIMITED FOR THE YEAR ENDED 31 DECEMBER 2022 ## Contents 04 Financial and Performance Summary 06 Report of the Chairman 08 Report of the Manager 16 Investment Portfolio 24 Allocation of Net Asset Value 28 Environmental, Social and Governance 32 Capital Distributions, NAV and Discount Management 34 Fund Structure and Investment Policy 36 Report of the Directors 50 Report of the Independent Auditor 56 Income Statement 57 Statement of Financial Position 58 Statement of Cash Flows 59 Statement of Changes in Equity 60 Notes to the Financial Statements 74 Risk 80 Look-through Portfolio Information 82 Advisers 84 DefinedTerms 85 Disclaimer DefinedtermsusedthroughouttheAnnualReportandFinancialStatements are as described on page 84. ## 2022 ## Annual Report and ## Financial Statements MARWYN VALUE INVESTORS LIMITED FOR THE YEAR ENDED 31 DECEMBER 2022 WWW.MARWYNVALUE.COM | 3 ## Financial and Performance Summary ### PERFORMANCE FOR YEAR TO / AS AT 31 DECEMBER 2022 ### Ordinary Shares | | | 1 | | | 2 | | --- | --- | --- | --- | --- | --- | | NAV Total Return | | | Share Price Performance | | | | | +1.5% | | | -13.3% | | NAV Per Share Net Assets ## 176.8p £98.1m Share Price Market Capitalisation ## 95.0p £52.7m Implied Dividend Yield Dividends ## 9.5% ## 9.06p assuming full year dividend of 9.06p and 31 December 2022 share price of 95.0p Inception to date NAV Total Return ## +183.0% Look-Through NAV Breakdown as at 31 December 2022 Company % of NAV NAV/share Contribution (£) Le Chameau 19.4% 0.34 AdvancedAdvTLimited 12.1% 0.21 Marwyn Acquisition Company II Limited 9.7% 0.17 Marwyn Acquisition Company III Limited 9.7% 0.17 450 plc 5.0% 0.09 MAC Alpha Limited 0.5% 0.01 Zegona Communications plc 0.4% 0.01 Cash 45.2% 0.80 Other assets / liabilities (2.0)% (0.03) Net assets 100.0% 1.77 Investments are held indirectly, as described in the Fund structure and investment policy section of this Annual Report 1 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. 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 performance assumes the reinvestment of dividends paid to shareholders into the Company at the ex-div share price on the ex-div date. 4 | # Financial and Performance Summary ## 2022 Ordinary Share Total NAV Movement (£m) ![img-0.jpeg](img-0.jpeg) ## Capital Returns and Distributions The Company distributes capital back to shareholders through a range of methods, details of which are provided in the section 'Capital Distributions, NAV and Discount Management'. ### Realisation Shares | Realisation Class | Ticker | Shareholder Total Return^{3} | Nav Per share | Net Assets | NAV Distributed SINCE INCEPTION^{4} | | --- | --- | --- | --- | --- | --- | | 2016 | MVIR | +31.5% | 376.0p | £3.5m | 84.6% | | 2021 | MVR2 | +0.8% | 185.3p | £0.7m | 0.0% | ## Total Capital Returns and Distributions ### Since Inception | Ordinary Shares | | | Realisation Classes | Combined | | | | --- | --- | --- | --- | --- | --- | --- | | Dividends and Buybacks^{5} | Capital Returns | Total Distributions | Total Capital Returns | Dividends and Buybacks | Capital Returns | Total since inception | | £58.3m | £25.9m | £84.2m | £15.6m | £58.3m | £41.5m | £99.8m | $^{3}$ For the 2016 realisation shares and 2021 realisation shares, shareholder total return is calculated as the movement in total shareholder value, including all distributions made to realisation shareholders over the relevant period. $^{4}$ Calculated as total distributions as a percentage of Net Assets on creation of each class. $^{5}$ Includes the dividend paid to ordinary shareholders in February 2023. WWW.MARWYNVALUE.COM | 5 ## Report of the Chairman ## I am pleased to present the audited Annual Report and ## Financial Statements of Marwyn Value Investors Limited ## (LSE: MVI, MVIR, MVR2) for the year ended ## 31 December 2022. Investment Performance Governance and Oversight of the Manager Despite the challenges of 2022, the Board The Board maintains an ongoing active relationship acknowledges the Manager’s persistent efforts to and continuous dialogue with the Manager, identify and collaborate with leading Management ensuring a comprehensive understanding of and Partners, resulting in the appointment of Mark exchanges of views regarding its perspectives Hodges to MAC II and Waheed Alli to 450 plc. Their on the portfolio and the wider market. My fellow extensive experience and deep sector knowledge non-executives and I bring a combination of listed equip their respective acquisition vehicles with fund and corporate experience at both operational exceptional leadership and expertise, allowing and board levels, allowing us to actively oversee them to continue pursuing their stated investment and challenge the Manager’s activities on behalf of strategies. shareholders. My role is complemented by my Non- Executive Chairmanship of the Marwyn Group and The acquisition vehicles have exercised patience in the oversight it provides over the broader Marwyn identifying and executing platform deals, evaluating operations, while Martin Adams’ experience a significant number of opportunities. With the and knowledge of the Manager provides further Fund maintaining its cash resources during these effective oversight in his role as Senior Independent uncertain times, it is well-positioned to support Director. the acquisition vehicles as they progress with their stated investment strategies throughout 2023 and In November 2022, following his family’s move to beyond. Spain, Mark Brangstrup Watts retired as a partner of the Manager and a member of its investment Furthermore, the Board is pleased with the committee. James Corsellis, Chief Investment recognition of the historical VAT claim related to a Officer, remains supported by Marwyn Partners previous investment in Praesepe, providing further Antoinette Vanderpuije and Tom Basset, both of capital for future investments. whom have been part of the Marwyn team for over a decade, alongside a wider team of investment professional based in London and Jersey. We wish Mark and his family the very best and are grateful for his pivotal role in the Company’s and the Manager’s history. 6 | ## Report of the Chairman Shareholder Composition and Wider Impact Communication The Board and the Manager have always been The Board and the Manager proactively engage with conscious of the impact we can make beyond the our shareholders on an ongoing basis, striving to Fund’s aims to generate shareholder returns. As understand their viewpoints and ensure they are detailed on page 28, Marwyn continues to support well-informed about the Company, the underlying charitable projects and initiatives. During 2022, portfolio, and the forward-looking strategy. The the Marwyn Trust supported charities including vast majority of our significant shareholders have Sumbandila, which offers merit-based scholarships remained invested in the Company, continuing to to exceptional children in rural areas of South support the deployment of its liquid capital into Africa; the Helen Bamber Foundation, a pioneering acquisition opportunities. The Manager and I, human rights charity supporting refugees and alongside the rest of the Board are always available asylum seekers who have survived extreme to speak with shareholders, and I encourage any human cruelty; and the Spanish Red Cross, which shareholder to contact me directly at any time. promotes social welfare and support through its numerous projects aimed at protecting and Shareholder Returns and Distributions enriching the value of human life. The Company aims to deliver long-term growth | in its NAV, alongside a consistent and predictable | Marwyn has also committed to sponsoring | | --- | --- | | quarterly dividend programme and a policy to | employee charity fundraising efforts and has | | distribute 50% of net capital gains on portfolio | initiated a program with North London schools | | investments as and when they are realised. We | to provide information and opportunities such | | believe that the investment strategy and current | as mentoring and work experience placements | | income profile of the Company are highly attractive | for young people who might not otherwise have | | to shareholders. | access to these resources. | | Building high-quality companies requires time. | The Manager has worked with Le Chameau | | With our investment beginning upon the formation | during the year on various ESG initiatives and | | of the acquisition vehicles, we typically anticipate | we continue to support diversity at board and | | holding our investment in these companies for | senior management levels within Marwyn and | | 5 to 7 years following their platform acquisition. | our portfolio companies. The Board has had | | This anticipated timeframe allows the Manager to | continuous female representation since 2014. | support the medium to long-term ambitions of the | Management Partners as they execute their initial | Outlook | | --- | --- | | acquisition, continue to deliver on their operational | With the progress made during the year by | | plans, complete follow-on acquisitions, and develop | appointing two additional Management Partners | | their business strategy. With the majority of the | to MAC II and 450 plc, and considering the current | | portfolio being acquisition companies, the focus | level of opportunities we are seeing across | | remains on supporting the execution of their | the sectors that are the focus of our current | | respective strategies to maximise shareholder value. | acquisition vehicles’ investment strategies, I | | This has been demonstrated through the success of | believe that with the support of the Manager | | the Manager’s earlier acquisition vehicles, including | and our cash resources, the Company is well- | | Advanced Computer Software, BCA Marketplace, | positioned to capitalise on opportunities that | | Breedon Aggregates, and Entertainment One, | will lay the groundwork for robust portfolio | | among others. | performance in the coming years. | Under our distribution policy, distributions are Robert Ware maintained or grown on a per-share basis and Chairman currently represent an annual dividend of 9.06 27 April 2023 pence per share, paid in equal quarterly instalments. Based on the closing share price of £0.925 as at 31 March 2023, this represents a yield of over 9.7%. WWW.MARWYNVALUE.COM | 7 WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM | OUR APPROACH | CIO INVESTMENT COMMENTARY & OUTLOOK ## Report of the Manager ## Who We Are ## Founded in 2005, we are a specialist institutional sponsor ## of European listed acquisition companies. We partner ## with experienced industry executives who have built ## careers in their industries and developed deep-rooted ## expertise and relationships to enhance deal-sourcing and ## subsequent platform build-out, utilising their wealth of ## sector-specific knowledge. ## Our Strategy ## Marwyn’s strategy is to identify, support, invest in and ## work alongside high-calibre, sector-leading, experienced, ## operational management teams to acquire, manage, ## build, and grow businesses headquartered in the UK, ## Europe, or the Americas. 8 | WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM | OUR APPROACH | CIO INVESTMENT COMMENTARY & OUTLOOK ## Report of the Manager ## 18 year track record of successful acquisition ## companies across a range of sectors ## Proven origination model based on accessing ## proprietary deal flow ## Management partnership model delivering deep ## sector experience and operational expertise ## Long track record of raising institutional equity ## from and delivering returns to UK institutional ## investors ## Proprietary acquisition vehicle structure, we believe ## is highly attractive to management and investors alike ## andwhichprovidessignificantexecutionaladvantages ## and long-term alignment between stakeholders WWW.MARWYNVALUE.COM | 9 WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM | OUR APPROACH | CIO INVESTMENT COMMENTARY & OUTLOOK ## Report of the Manager ## A Track Record of Success ## As the UK’s leading sponsor of acquisition 6 ## vehicles , our 11 companies which have ## followed our current strategy and completed ## a platform acquisition have delivered ## £4.7 billion of profits to equity investors. 6 Based on the number of UK listed acquis tion vehicles or SPACs launched on the London Stock Exchange since the date that Marwyn listed tsfirstacquisitionvehiclein2005w thdatatakenfrominternalanalysisofthenumberofvehicleslaunchedandtheirsponsors,sourced from LSE, Pitchbook, CapIQ and internal research. 10 | WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM | OUR APPROACH | CIO INVESTMENT COMMENTARY & OUTLOOK # Report of the Manager The following table details the equity profits generated by our acquisition companies which had a similar overall strategy to our new acquisition vehicles and which completed a platform acquisition, based upon all equity raised (from all investors throughout their lifetime, including the period after we exited our cornerstone position) and with returns calculated based upon (a) the offer price on sale of the entire company, or (b) the prevailing share price (as at 31 March 2023) if still listed. | COMPANY | TICKER | ACQUISITION DATE | MANAGEMENT PARTNER(S) | SECTOR | TOTAL EQUITY INVESTED | TOTAL EQUITY VALUE | % EQUITY RETURNS | | --- | --- | --- | --- | --- | --- | --- | --- | | BCA | BCA | Apr-15 | Avril Palmer -Baunack | Automotive | £1,163m | £2,137m | 84% | | etc | ETO | Feb-07 | Darren Throop | Media | £747m | £2,824m | 278% | | BREEDON | BREE | Sep-10 | Peter Tom Simon Vivian | Construction Materials | £702m | £1,332m | 90% | | ZEGONA | ZEG | Aug-15 | Eamonn O'Hare Robert Samuelson | Telecoms | £388m | £524m | 35% | | Advanced | ACS | Aug-08 | Vin Murria | Computer software | £126m | £725m | 477% | | Concateno | COT | Nov-06 | Keith Tozzi Fiona Begley | Healthcare | £117m | £130m | 11% | | Inspicio | INP | Oct-05 | Mark Silver Keith Tozzi | Testing & Inspection | £116m | £229m | 97% | | | SID | Jul-06 | Sean Nutley | Remediation | £58m | £1m | (99%) | | Talarius | TLS | Jun-05 | Nick Harding | Leisure | £48m | £128m | 170% | | Melorio | MLO | Oct-07 | Adrian Carey Hugh Aldous | Training | £44m | £98m | 121% | | | ZTR | Apr-05 | Ian Blackburn | Confectionery | £35m | £41m | 15% | | **TOTAL** | | | | | **£3.5bn** | **£8.2bn** | **130%** | WWW.MARWYNVALUE.COM | 11 WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM | OUR APPROACH | CIO INVESTMENT COMMENTARY & OUTLOOK ## Report of the Manager ## Our Team James Corsellis Antoinette Vanderpuije Chief Investment Officer Chief Financial Officer and Chief Operating Officer James founded one of the earliest strategic technology Antoinette joined Marwyn in 2007 and leads the Finance, consultancies in 1994 and was Chief Executive Officer of Markets and Regulation Team. She has extensive M&A icollector plc, a leading provider of live auction trading and investment experience with a particular focus on platforms. He later negotiated its joint venture with transaction tax structuring and incentive planning. eBay, which saw icollector become the exclusive partner Antoinette previously worked in the finance team at worldwide for traditional auction houses. James co- Arcadia Group and prior to that with Bourner Bullock founded and leads Marwyn and typically holds board Chartered Accountants. She is a Chartered Accountant, positions on Marwyn’s portfolio companies. a Chartered Tax Advisor and holds a BA from University College London. ## Marwyn Group James, Antoinette, and Tom are supported by a highly experienced team of 11 individuals based in London and Jersey who provide investment management, corporate finance and operational support to the Fund entities and our investee 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 corporate advice to portfolio company management teams. Tom is a qualified Chartered Accountant and graduated from Durham University with a BA (Hons) in Economics. 12 | WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM | OUR APPROACH | CIO INVESTMENT COMMENTARY & OUTLOOK ## Report of the Manager ## Our Approach Building on our extensive experience of investing How We Invest through listed acquisition companies to execute buy- Over the last two decades, we have developed and-build growth strategies alongside experienced extensive experience in executing successful Management Partners, and reflecting on the much- investment strategies in the public markets. criticised US SPAC model, we believe the Marwyn Throughout this time, we have invested across a broad Acquisition Company structure (the ‘MAC’ structure) range of sectors in conjunction with leading executives is uniquely designed to be attractive to institutional or management teams (our “Management Partners”). investors, business owners and management teams. The principal enhancements being: Our Management Partners have added value through the origination of investment opportunities, the ### • Ensuring long term alignment: management assessment and due diligence process and by playing and sponsor incentives aligned to long term equity a long-term role in the hands-on execution of the performance and no discounted shares/warrants strategy, usually assuming the role of Chairman or or upfront promoter fees Chief Executive Officer. The success of our previous ### vehicles has been based on a number of factors • Increasing flexibility in raising capital: the including our ability to identify and partner with these addition of innovative mechanisms to raise equity industry-leading Management Partners whilst drawing capital from institutional investors on our transactional and corporate finance expertise ### in developing and structuring a range of acquisition • Improving transactional efficiency: a new transaction process allowing the execution vehicles that aim to meet the needs of all stakeholders. of a reverse acquisition on a timetable that is comparable with investment from private equity Market Opportunity providers Over the last 20 years, the London Stock Exchange has been the venue for numerous highly successful acquisition companies. We believe there remains significant interest from both companies and industry executives in using well-structured acquisition companies on the public markets to execute growth strategies across a range of sectors. WWW.MARWYNVALUE.COM | 13 WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM | OUR APPROACH | CIO INVESTMENT COMMENTARY & OUTLOOK ## Report of the Manager ## CIO Investment Commentary and Outlook Dear Investors, Review of 2022 and Outlook for 2023 In 2022, we delivered a modest positive NAV I am delighted to share with you, our investment performance for ordinary shareholders of 1.5% amidst performance and outlook for the coming year. Despite a difficult market environment, with the average the markets headwinds during 2022, I am grateful UK small-cap declining by 22%. Our significant cash for the unwavering support from our exceptional position will now allow us to capitalise on falling investment management team, led by Antoinette valuation multiples and tightening credit conditions. Vanderpuije and Tom Basset, who have been with These market conditions are revealing the weaknesses Marwyn for over a decade. Our wider Marwyn team in leveraged investment models, which we have also provides crucial operational, regulatory, and consciously avoided, and are creating special situations transactional expertise, which greatly benefits both that present attractive entry prices. With continued our investment strategy and the operations of our outflows from UK active equity funds, our focus investee companies. remains on opportunities where we can act as the principal investor and funding source. Our Investment Philosophy and Strategy At Marwyn, the success of our investment approach Our investee companies, such as AdvancedAdvT led by hinges on identifying and partnering with outstanding Vin Murria, have demonstrated agility and discipline management teams. We believe that exceptional in their investment activities. Although the offer for management talent, rather than capital or companies, M&C Saatchi did not proceed, the financial impact is the scarcest resource. This perspective informs on AdvancedAdvT was minimal. With over £100m in every aspect of our investment process, from idea cash, a strong roster of institutional investors, and a generation to ongoing collaboration with our portfolio significant decline in technology valuations, we believe companies. AdvancedAdvT is well-positioned for 2023 under Vin’s leadership. Instead of relying on conventional methods such as screening for companies or participating in private Le Chameau, our premium footwear business led equity auctions, we focus on seeking out, working by Corry Taylor, has made significant strides since with, and learning from, exceptional management 2019, overcoming global shipping and supply chain teams. Our past partnerships with leaders like Avril disruptions as well as a post-Covid slowdown in Palmer Baunack, Peter Tom, Darren Throop, and demand. With a focus on expanding its direct- Vin Murria illustrate the unique value proposition of to-consumer online business and increasing its Marwyn’s investment model. addressable customer base, Le Chameau aims to capitalise on the long-term growth prospects of the This approach extends beyond initial investments, premium outdoor market. However, the company will shaping our ongoing interactions with our portfolio proceed cautiously in the current market environment companies. We actively engage with our investee and prioritise consolidating its achievements to date. companies by sitting on their boards and providing | day-to-day support, often maintaining close | During 2022, we also announced new management | | --- | --- | | relationships even after the investment period has | partnerships with Mark Hodges through Marwyn | | ended. | Acquisition Company II Limited and Waheed Alli | through 450 plc (previously Marwyn Acquisition We encourage interested investors to reach out to Company plc). Mark Hodges brings a wealth of our investor relations team, led by Scott Danks, or experience from leadership roles at Centrica, Aviva, contact me directly for more information about our and Reassure and will focus on the pensions and investment model. wealth management space. 14 | WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM | OUR APPROACH | CIO INVESTMENT COMMENTARY & OUTLOOK ## Report of the Manager Waheed Alli has an exceptional background in media and entertainment, with successful ventures such as Planet 24, Shine, and Silvergate Media to his credit. We are excited about the opportunities to acquire proven entertainment properties and intellectual property that can be exploited in new ways and through new channels. In terms of prior investments, we were pleased to recognise the £10 million VAT claim from our previous investment in Praesepe, with the final £5 million cash receipt expected later this year. We are deeply grateful for the support we have had in 2022 from our investors and the Board. We expect 2023 to be a very active year, we believe we have a fantastic group of management partners, and, as we found in the years following the financial crisis, we believe it is in these types of investing environments where our investment strategy comes to the fore. WWW.MARWYNVALUE.COM | 15 LE CHAMEAU | ADVANCEDADVT | 450 | MAC II | ACQUISITION COMPANIES | VAT RECLAIM ## Investment Portfolio ### Le Chameau Luxury Goods www.lechameau.com | | % of NAV | NAV/share Contribution (£) | | --- | --- | --- | | Ordinary Shares | 19.4% | £0.34 | | 2016 Realisation Shares | 62.9% | £2.37 | | 2021 Realisation Shares | 18.5% | £0.34 | As at 31 December 2022 Management Partner Overview Le Chameau was founded in Cherbourg, France in 1927 by Corry Cavell-Taylor Claude Chamot to create premium handmade rubber boots Corry Cavell-Taylor is CEO of Le Chameau Holdings Limited. that would deliver unrivalled comfort and durability. He began He is also MD of Bradshaw Taylor Limited and the creator creating prototypes using natural rubber and went on to of Schöffel Countrywear. Corry has over two decades of pioneer the use of vulcanization to increase durability. Once experience in the country sports market worldwide and is Monsieur Chamot had refined his process, individuals from all a director of The Outdoor Industries Association of Great over France were coming to him to have a bespoke boot made. Britain. Today, Le Chameau is an iconic technical footwear brand with over 90 years of heritage, a leader in the premium rubber Corry started distributing outdoor and country brands over 25 boot market with a passionately loyal consumer base, brand years ago, having taken over Bradshaw Taylor from his father ambassadors and a growing market. As Manager, we too are who was the third generation of the family to run the business, passionate about the product and are excited about the launch started in 1895 by Corry’s Great-Grandfather. Bradshaw Taylor of recent brand partnerships, new product development and distributes leading brands in outdoor and country clothing the potential for future expansion of production capacity. and equipment, connecting these brands with retailers and consumers throughout the UK, Europe and USA. Le Chameau’s core product offering includes a range of premium rubber and leather boots designed for country, Corry has a BSc from Birmingham University and an MBA from lifestyle and sporting pursuits, serving outdoor professionals Cranfield School of Management. and connoisseurs, as well as style conscious rural and urban consumers. The business continues to make operational improvements in its factory in Casablanca, where it has manufactured its own rubber boots since 1949 and is significantly scaling up the training programme of its Master Bootmakers. The business expanded production capacity, with over 200,000 pairs of rubber boots produced in 2022, with the potential to scale up production further in the coming years. Following the partnership with Bradshaw Taylor in 2019, Le Chameau has grown revenue across both its B2B and D2C channels. B2B sales have benefitted from recovering stock levels following the improved production capacity in the factory, enabling the business to satisfy more of the Value Creation Opportunity underlying demand for the product from wholesalers. With ### • Capitalise on the opportunities created by an iconic approximately 28% of revenue in 2022 derived from the D2C brand with category leading products channel, the business has built a strong e-commerce platform, with ambitions to increase this over time as the brand ### • Build a leading luxury goods business, capable of scaling continues to build upon its understanding of both its existing sales across the UK, Europe, North America and other and potentially addressable consumer base. 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 16 | LE CHAMEAU | ADVANCEDADVT | 450 | MAC II | ACQUISITION COMPANIES | VAT RECLAIM Le Chameau enjoys a deep relationship with its core customer group and benefits from being promoted by a broad range of high profile influencers and celebrities who choose to wear the brand. Recent marketing initiatives have included the successful launch of brand partnerships with Patou (part of LVMH) and Fairfax & Favor, and brand coverage in both national and international media. These initiatives, as part of a broader marketing strategy, have contributed to progressing the brand’s consumer profile, reach and engagement, with potential for further growth ahead. Recently the business has, like other retailers, experienced a more challenging consumer environment and macroeconomic backdrop. With a strengthened B2B proposition following the Bradshaw Taylor partnership, the business is also now increasingly focusing on resource, brand and digital marketing investment into the D2C channel as it transitions from a B2B centric business model towards the scale, customer relationship and valuation benefits of a genuine omni-channel brand. We believe in the product and the team. The business is well-placed to deliver on its potential to continue to scale in both its core and nascent markets, further building its brand, consumer profile and engagement, and firmly positioning it amongst other more established luxury apparel companies. WWW.MARWYNVALUE.COM | 17 LE CHAMEAU | ADVANCEDADVT | 450 | MAC II | ACQUISITION COMPANIES | VAT RECLAIM ## Investment Portfolio ### AdvancedAdvT Digital Software & Services www.advancedadvt.com | | % of NAV | NAV/share Contribution (£) | | --- | --- | --- | | Ordinary Shares | 12.1% | £0.21 | | 2016 Realisation Shares | -% | £- | | 2021 Realisation Shares | 11.5% | £0.21 | As at 31 December 2022 Management Partner Overview AdvancedAdvT was launched in 2020 and subsequently Vin Murria raised £130 million in March 2021, including a £17.5 million Vin was the founder and CEO of Advanced Computer Software subscription from Vin Murria, to support the company’s Group plc (2008 to 2015), one of Marwyn’s previous vehicles strategy. which generated equity returns of 477% and was acquired by Vista Equity Partners in 2015, and the CEO of Computer AdvancedAdvT acquired a minority stake in M&C Saatchi plc Software Group plc (2002 to 2007) acquired by Hellman & in January 2022 and subsequently made a formal offer for the Friedman in 2007. She has more than 25 years of experience remaining M&C Saatchi plc shares. The AdvancedAdvT Board in the software sector and is also currently a non-executive believed that acquiring M&C Saatchi plc would provide the director of Softcat plc and Bunzl plc. opportunity to create significant value for both AdvancedAdvT and M&C Saatchi shareholders through building a data, Previous directorships have included serving as a non- analytics and digitally focussed creative marketing business, executive director at M&C Saatchi plc, Sophos Group plc, with available funding to execute M&A at a faster pace and Zoopla Property Group plc, Chime plc, DWF plc and COO of with additional expertise than the standalone M&C business is Kewill Systems plc (now Blujay). Vin holds a bachelor’s degree able to achieve. in Computer Science, an MBA and a Doctorate in Business Administration (Hon). Vin became an Officer of the Most AdvancedAdvT’s offer for M&C did not receive sufficient Excellent Order of the British Empire in 2018 for her services to acceptances to reach the 90% acceptance threshold and Technology and the empowerment of women in the sector. consequently lapsed. A competing offer for M&C, made by Next Fifteen Communications plc, also failed to receive Vin is the founder of the PS Foundation, a charity set up to sufficient support and lapsed. support the education of women and children in poverty in India and the UK. As a continuing significant shareholder in M&C, AdvancedAdvT has stated that it continues to assess all potential value creation opportunities for M&C. AdvancedAdvT remains well capitalised with over £100 million of investible cash which, given both Vin Murria’s track record and the current market environment, should afford the company significant opportunities. AdvancedAdvT notes the reduction in valuations of potential acquisition targets, particularly over the last 12 months, which is expected to provide increased opportunities. AdvancedAdvT has evaluated a number of businesses over this period but has remained highly selective in their approach to investing at the right valuation. Key criteria considered in evaluating their pipeline of opportunities include: ### Value Creation Opportunity • highly predictable revenue streams; ### • Well-capitalised vehicle with an experienced and highly ### • high customer retention; credible management team ### • products or services with high barriers to entry; ### • Focused on opportunities in the digital, software and ### • extensive growth opportunities; services sector likely to benefit from structural changes ### brought about by the current macro environment and • significant free cash flow generation; and the acceleration in digitalisation effecting the way people ### • well run businesses in fragmented industries with live, work and consume and the way that businesses potential for consolidation. operate, engage and sell to customers As at 28 February 2023 AdvancedAdvT’s net assets of £127.3 million included interest-bearing cash of £103.4 million and 12,000,000 shares in M&C Saatchi plc valued at £23.3 million (based on a 10 day VWAP price of 194p). 18 | LE CHAMEAU | ADVANCEDADVT | 450 | MAC II | ACQUISITION COMPANIES | VAT RECLAIM ## Investment Portfolio (previously named Marwyn | 450 plc Content, Media, Technology www.450plc.com | Acquisition Company plc) | | | | --- | --- | --- | --- | | | | % of NAV | NAV/share Contribution (£) | | Ordinary Shares | | 5.0% | £0.09 | | 2016 Realisation Shares | | -% | £- | | 2021 Realisation Shares | | 4.8% | £0.09 | | Cash held | £4.5m | | --- | --- | | Acquisition target size | Up to £500m | | Target sectors | Content, Media, Technology | | Listing | LSE AIM | As at 31 December 2022 Management Partner Value Creation Opportunity ### • Ongoing digital transformation of the media and Waheed Alli entertainment industries and widespread adoption of Waheed Alli has over 30 years’ experience across the media, digital media has led to a fundamental change in the way retail, entertainment and technology sectors, having launched content is created, consumed and engaged with and grown a number of highly successful private and public businesses in his career. ### • Opportunity to invest in content, media or technology companies that have facilitated and are expected to Waheed co-founded Planet 24, a TV production company continue to benefit from this shift which produced shows such as The Big Breakfast, The Word and Survivor (created by Charlie Parsons). Planet 24 was Overview sold to Carlton Productions, now known as ITV Studios, in In connection with the appointment of Waheed Alli as Chair 1999. Waheed co-founded TV production company, Shine, in November 2022 and following shareholder approval at the and was Chair of Chorion plc, including during its time as a company’s AGM in December 2022, the strategy of 450 plc was listed business between 2003 and 2006 delivering share price amended to focus on acquisition opportunities arising within growth of over 275%. the traditional and digital creative industries encompassing the content, media and technology sectors. 450 plc will As Founder and CEO of Silvergate Media, Waheed acquired consider the acquisition of private companies and public offers the IP and distribution rights to The Octonauts in 2011, for, and mergers with, existing listed businesses, in the UK and establishing international partnerships with Netflix, Disney internationally. and Nickelodeon before selling Silvergate Media to Sony in 2019. The 450 plc directors believe that the ongoing digital transformation of the media and entertainment industries and Waheed was also Chair of ASOS plc between 2001 and 2012 widespread adoption of digital media has led to a fundamental where he oversaw market capitalisation growth from £12.3 change in the way content is created, consumed and engaged million at IPO to £1.9 billion. with. Audiences and consumers are engaging with content across multiple formats, including experiential and immersive Waheed Alli has served as a member of the House of Lords media, utilising both physical and digital delivery, alongside since 1998. the associated emergence of augmented and virtual reality technologies. The 450 plc directors believe there is a significant opportunity to invest in content, media or technology companies that have facilitated and are expected to continue to benefit from this shift. WWW.MARWYNVALUE.COM | 19 LE CHAMEAU | ADVANCEDADVT | 450 | MAC II | ACQUISITION COMPANIES | VAT RECLAIM ## Investment Portfolio ### Marwyn Acquisition Financial Services, ### Company II Limited Consumer, Technology www.marwynac2.com | | | % of NAV | NAV/share Contribution (£) | | --- | --- | --- | --- | | Ordinary Shares | | 9.7% | £0.17 | | 2016 Realisation Shares | | -% | £- | | 2021 Realisation Shares | | 9.2% | £0.17 | | Capital raised | £12.7m | | | | Acquisition target size | Generally expected to be greater than £100m | | | | Target sectors | Financial Services, Consumer, Technology | | | | Listing | LSE Main Market | | | As at 31 December 2022 Management Partners Mark Hodges Will Self Mark Hodges has over 30 years’ experience across the Will Self has over twenty years of cross-functional experience financial services and consumer sectors, including extensive leading financial brands in the UK, including driving M&A FTSE 100 PLC board experience with Centrica plc and Aviva plc. and has held CEO positions at Curtis Banks Group PLC, a As former CEO of ReAssure, Mark led the business through leading UK pension provider, offering a range of SIPP and the £425 million acquisition of Quilter’s UK Heritage business SSAS solutions for individuals and businesses and Suffolk and oversaw the sale of Reassure to Phoenix Group Holdings Life, a division of Legal & General, as well as holding the Chief in 2020 for £3.25 billion. At the time of the sale, ReAssure had Commercial Officer role at Cofunds, a sister company within approximately £80 billion of assets under administration, 4 the Legal & General. Will also holds a variety of non-executive million customers and approximately 2,500 employees. roles, including positions with a number of charities and as deputy chair on the FCA’s Smaller Business Practitioners Panel. 20 | LE CHAMEAU | ADVANCEDADVT | 450 | MAC II | ACQUISITION COMPANIES | VAT RECLAIM ## Investment Portfolio With the combination of these social and macroeconomic Value Creation Opportunity conditions and trends, the MAC II directors believe all ### • Newly established vehicle, led by a highly experienced generations are facing increasingly challenging financial and well-regarded management team situations which are creating several problems to be solved. ### • Seeking acquisition opportunities in the financial The MAC II directors believe there is a well-defined need and services, consumer and technology sectors set to opportunity, now more than ever, for clear and impartial benefit from social and macroeconomic trends brought support and solutions to be provided to, and shared amongst, about by changing demographics, the concentration friends, family and peers. and intergenerational transfer of wealth and increasing needs for social and non-financial family support MAC II intends to execute its strategy through a combination of selective M&A of platform and bolt-on businesses, potential Overview strategic partnerships with established financial services In connection with the appointment of Mark Hodges as operators as well as ongoing operational improvements. Chairman in June 2022, the strategy of MAC II was refined such Target company market segments, principally expected to that it now focuses on pursuing acquisition opportunities in be in the UK and US, may include, but are not limited to: the financial services, consumer and technology sectors. ### The MAC II directors believe that the current market backdrop • fintech digital platforms ### has amongst a range of drivers, four notable interrelated • digital content platforms themes which the MAC II directors believe are shaping a clear ### • life and pension platforms and assets customer need that remains largely unmet: ### • life-insurance assets ### • lifetime mortgages and equity release 1. Changing population and demographics – ### An increasingly ageing population is likely to have a • wealth managers and advisers ### significant impact on economies, social care systems • brokerage and associated services and household finances. The MAC II directors believe ### • mortgage advisory future financial solutions will need to reflect an ### • healthcare related services increasing level of intergenerational financial and ### • estate planning and associated legal and tax services social dependencies. ### 2. Wealth transfer and the role of families – • later life planning and assisted care services 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. Socialandnon-financialfamilysupport– 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. WWW.MARWYNVALUE.COM | 21 LE CHAMEAU | ADVANCEDADVT | 450 | MAC II | ACQUISITION COMPANIES | VAT RECLAIM ## Investment Portfolio ### Acquisition Companies: ### Marwyn Acquisition Company III Limited ### MAC Alpha Limited | | | MAC III | | MAC ALPHA | | --- | --- | --- | --- | --- | | | % of NAV | NAV/share Contribution (£) | % of NAV | NAV/share Contribution (£) | | Ordinary Shares | 9.7% | £0.17 | 0.5% | £0.01 | | 2016 Realisation Shares | -% | £- | -% | £- | | 2021 Realisation Shares | 9.2% | £0.17 | -% | £- | MAC III MAC ALPHA | Capital raised | £12.7m | £0.7m | | --- | --- | --- | | Acquisition target size | Greater than £100m | Greater than £100m | | Target sectors | Various | Various | | Listing | LSE Main Market | LSE Main Market | As at 31 December 2022 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. In April 2022 MAC III published a prospectus in relation to a 12 month placing programme for a C ordinary redeemable share class (“C Shares”). 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. 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 short notice where deemed appropriate by the Directors. 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. 22 | LE CHAMEAU | ADVANCEDADVT | 450 | MAC II | ACQUISITION COMPANIES | VAT RECLAIM ## Investment Portfolio ### VAT Reclaim We have been pleased to report the progress over the year Over the course of 2022, £4.98 million was agreed and made with the historic VAT reclaims in which the Master Fund received by the Master Fund and there is sufficient certainty has an interest. over the recoverability of the remaining amounts to recognise a receivable of £5.02 million as at 31 December In November 2012, an underlying investment of the Master 2022. These remain dependent on final settlement with Fund, Le Chameau Group plc (“LCG”) (formerly Marwyn HMRC and whilst the actual amount received may be Management Partners Plc) sold its holding in Praesepe plc, a different, any difference is not expected to be material. The company operating in the gaming industry. timing of receipt of cash into the Master Fund also remains uncertain; based on the timeline for the settlement of At the time of the sale there was an ongoing dispute between previous claims, it is currently estimated that these amounts the gaming industry and HMRC on the principle of fiscal will be received in 2023. neutrality. The basis of the dispute was that some similar forms of gambling were treated differently for VAT purposes This is a long-awaited and positive result for the Company. and test cases were pursued by The Rank Group Plc and The Board believes after years of uncertainty about the Done Brothers (Cash Betting) Ltd. settlement, the amount recovered from HMRC is a good outcome for shareholders. Based on these test cases, Deloitte LLP and PricewaterhouseCoopers LLP were engaged by Praesepe There is no net capital gain arising from the settlement of plc to submit VAT reclaims to HMRC on a contingent fee the VAT reclaims and accordingly, no cash return is due to basis. Certain of these VAT reclaims relate to the period ordinary shareholders on receipt of the funds into the Master of LCG’s ownership and as such, under the terms of the Fund, which will be retained by the Master Fund. To date, sale agreement, a subsidiary of LCG retained a beneficial the Company has distributed over £28.1 million to ordinary interest in the VAT reclaims that related to the period of LCG’s shareholders in excess of the amount that would be required ownership. The existence of these contingent VAT reclaims under the distribution of 50% net capital gains as described was disclosed in the historic financial statements of LCG and in the Company’s ordinary share distribution policy. the contingent asset was transferred in 2020 to the Master Fund as part settlement of the outstanding loan between the A further announcement will be made by the Company in LCG group and the Master Fund. relation to any distribution to the Company’s 2016 realisation shareholders and/or 2021 realisation shareholders following Following the First-tier Tribunal ruling in favour of The Rank receipt of the reclaims into the Master Fund. Group Plc, HMRC publicly confirmed that it would not appeal the decision made by the First-tier Tribunal. WWW.MARWYNVALUE.COM | 23 MARWYN # Allocation of Net Asset Value ## ORDINARY SHARES ### Allocation of NAV by company at 31 December 2022 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 2022 is broken down as follows: | COMPANY | TICKER | FOCUS | % OF NAV | NAV/SHARE CONTRIBUTION (€) | HELD BY | | --- | --- | --- | --- | --- | --- | | Le Chameau | Unlisted | Luxury Goods | 19.4% | 0.34 | Master Fund | | AdvancedAdvT Limited | ADVT | Software | 12.1% | 0.21 | MVI II LP | | Marwyn Acquisition Company II Limited | MAC2 | Financial, Consumer, Technology | 9.7% | 0.17 | MVI II LP | | Marwyn Acquisition Company III Limited | MAC3 | Various | 9.7% | 0.17 | MVI II LP | | 450 plc | 450 | Content, Media, Technology | 5.0% | 0.09 | MVI II LP | | MAC Alpha Limited | MACA | Various | 0.5% | 0.01 | MVI II LP | | Zegona Communications plc | ZEG | Communications | 0.4% | 0.01 | MVI II LP | | Cash | | | 45.2% | 0.80 | Various | | Other assets / liabilities | | | (2.0)% | (0.03) | Various | | **Net assets** | | | **100.0%** | **1.77** | | The investment in Le Chameau is held through Silvercloud Holdings Limited Cash is primarily held by the Master Fund ### Allocation of NAV by company at 31 March 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 March 2023 is broken down as follows: | COMPANY | TICKER | FOCUS | % OF NAV | NAV/SHARE CONTRIBUTION (€) | HELD BY | | --- | --- | --- | --- | --- | --- | | Le Chameau | Unlisted | Luxury Goods | 17.0% | 0.28 | Master Fund | | AdvancedAdvT Limited | ADVT | Software | 12.2% | 0.20 | MVI II LP | | Marwyn Acquisition Company II Limited | MAC2 | Financial, Consumer, Technology | 10.1% | 0.17 | MVI II LP | | Marwyn Acquisition Company III Limited | MAC3 | Various | 10.1% | 0.17 | MVI II LP | | 450 plc | 450 | Content, Media, Technology | 5.3% | 0.09 | MVI II LP | | MAC Alpha Limited | MACA | Various | 1.0% | 0.02 | MVI II LP | | Zegona Communications plc | ZEG | Communications | 0.4% | 0.01 | MVI II LP | | Cash | | | 44.9% | 0.75 | Various | | Other assets / liabilities | | | (1.0)% | (0.02) | Various | | **Net assets** | | | **100.0%** | **1.67** | | 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. 24 | # Allocation of Net Asset Value ## 2016 REALISATION SHARES ### Allocation of NAV by company at 31 December 2022 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 2022 is broken down as follows: | COMPANY | TICKER | FOCUS | % OF NAV | NAV/SHARE CONTRIBUTION (£) | HELD BY | | --- | --- | --- | --- | --- | --- | | Le Chameau | Unlisted | Luxury Goods | 62.9% | 2.37 | Master Fund | | Zegona Communications plc | ZEG | Communications | 1.9% | 0.07 | Master Fund | | Cash | | | 38.7% | 1.45 | Various | | Other assets / liabilities | | | (3.5)% | (0.13) | Various | | **Net assets** | | | **100.0%** | **3.76** | | ### Allocation of NAV by company at 31 March 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 March 2023 is broken down as follows: | COMPANY | TICKER | FOCUS | % OF NAV | NAV/SHARE CONTRIBUTION (£) | HELD BY | | --- | --- | --- | --- | --- | --- | | Le Chameau | Unlisted | Luxury Goods | 58.3% | 1.99 | Master Fund | | Zegona Communications plc | ZEG | Communications | 1.8% | 0.06 | Master Fund | | Cash | | | 42.0% | 1.43 | Various | | Other assets / liabilities | | | (2.1)% | (0.07) | Various | | **Net assets** | | | **100.0%** | **3.41** | | WWW.MARWYNVALUE.COM | 25 MARWYN # Allocation of Net Asset Value ## 2021 REALISATION SHARES ### Allocation of NAV by company at 31 December 2022 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 2022 is broken down as follows: | COMPANY | TICKER | FOCUS | % OF NAV | NAV/SHARE CONTRIBUTION (€) | HELD BY | | --- | --- | --- | --- | --- | --- | | Le Chameau | Unlisted | Luxury Goods | 18.5% | 0.34 | Master Fund | | AdvancedAdvT Limited | ADVT | Software | 11.5% | 0.21 | Master Fund | | Marwyn Acquisition Company II Limited | MAC2 | Financial, Consumer, Technology | 9.2% | 0.17 | Master Fund | | Marwyn Acquisition Company III Limited | MAC3 | Various | 9.2% | 0.17 | Master Fund | | 450 plc | 450 | Content, Media, Technology | 4.8% | 0.09 | Master Fund | | Zegona Communications plc | ZEG | Communications | 0.4% | 0.01 | Master Fund | | Cash | | | 48.0% | 0.89 | Various | | Other assets / liabilities | | | (1.6)% | (0.03) | Various | | **Net assets** | | | **100.0%** | **1.85** | | ### Allocation of NAV by company at 31 March 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 March 2023 is broken down as follows: | COMPANY | TICKER | FOCUS | % OF NAV | NAV/SHARE CONTRIBUTION (€) | HELD BY | | --- | --- | --- | --- | --- | --- | | Le Chameau | Unlisted | Luxury Goods | 16.0% | 0.29 | Master Fund | | AdvancedAdvT Limited | ADVT | Software | 11.5% | 0.21 | Master Fund | | Marwyn Acquisition Company II Limited | MAC2 | Financial, Consumer, Technology | 9.6% | 0.17 | Master Fund | | Marwyn Acquisition Company III Limited | MAC3 | Various | 9.6% | 0.17 | Master Fund | | 450 plc | 450 | Content, Media, Technology | 5.0% | 0.09 | Master Fund | | Zegona Communications plc | ZEG | Communications | 0.4% | 0.01 | Master Fund | | Cash | | | 48.9% | 0.87 | Various | | Other assets / liabilities | | | (1.0%) | (0.02) | Various | | **Net assets** | | | **100.0%** | **1.79** | | 26 | WWW.MARWYNVALUE.COM | 27 ## Environmental, Social and Governance As an investment company, the Company delegates The Le Chameau Maîtres Bottiers have been making the day-to-day management of its business to the boots by hand for nearly 100 years, with traditional Manager (the authority of the Manager is detailed skills passed from generation to generation. in the Report of the Directors). Whilst the Company Le Chameau has always appreciated and valued its looks to the Manager in relation to the execution of its people, and during the year the business invested in investment strategy, in carrying out its activities and in training covering health and safety, engineering and its relationships with service providers, the Company bootmaking, alongside soft skills training programmes aims to conduct itself responsibly and fairly. including language and IT courses which are available to all Moroccan staff. ESG and our Investments The Company’s investments are comprised We have also supported Le Chameau in designing predominantly of acquisition companies, which are and implementing a scheme which incentivises and yet to acquire platform targets. Le Chameau is the rewards its staff based on measurable criteria linked only operating business, which we currently hold a to total shareholder returns, allowing them to share in significant investment in. the success of the business and aligning the interests of staff and shareholders. During the year, we have partnered with the Le Chameau management team to steer a number of Le Chameau has in place a structured governance ESG initiatives within the business. Le Chameau has framework. During the year, through the board seats a deep connection to the countryside and to the held by members of the Manager, we have continued sea, designing high quality handmade rubber boots to feed-back and work with the Le Chameau team to for farmers, fishermen, field sport enthusiasts and further refine board reporting documentation. We gardeners. The business recognises the natural world believe that the materials presented and discussed at which its customers love and thrive in is coming under board meetings are critical to the board making the increasing threat from climate change and human right strategic decisions for the business. activity and is aware that by producing and selling products the business is playing a part in this damage Outside of our work with Le Chameau, we are invested and must counter its impact on the natural world. in public companies with listings on AIM or the Main Market of the London Stock Exchange. By virtue of During the period, Le Chameau has: these Acquisition Companies being listed, they are required to comply with relevant rules and regulations; ### • Built up its internal expertise, to better understand whilst not all of these Acquisition Companies have the impact the business has on the planet. adopted a Corporate Governance Code, given the nature and size of the businesses, they do have in ### • Assessed the composition of the Le Chameau place a structured governance framework, including boots and looked at sourcing alternative and more policies and procedures. sustainable materials. ### • Implemented improvements at the factory to reduce its carbon footprint, through energy efficiency enhancements (i.e, moving to LED lighting) and introduced initiatives to reduce waste. 28 | ## Environmental, Social and Governance WWW.MARWYNVALUE.COM | 29 ## Environmental, Social and Governance ESG at the Manager The Marwyn Trust We are a small team, and our people are fundamental The Marwyn Trust was formed in 2009 by Marwyn’s to our business. We are committed to providing partners and was established to make donations from an inclusive and collaborative place to work where Marwyn and associated companies and individuals people are recognised and rewarded for delivering on to charitable institutions at the discretion of the our strategic ambitions and values (including sound trustees. The Trust has recently donated to charitable and effective risk management) and incorporating institutions working with the underprivileged and measures to avoid conflicts of interest and excessive in the fields of education, healthcare, economic risk taking. Our incentive scheme ensures that the development and supporting individuals in the arts team are aligned with the Company’s shareholders, profession. During 2022, The Marwyn Trust raised in whilst providing an incentive that allows us to hire and excess of £500,000, with all available proceeds passed retain the best talent. on to charities. Our dynamic team includes people with a range of During 2022, The Marwyn Trust made charitable qualifications, backgrounds, and expertise. We have a donations to the following charitable institutions as highly qualified team and foster a culture of continued well as supporting humanitarian aid efforts in Ukraine: learning and development to keep our team at the forefront of market practices. Sumbandila Scholarship Trust (“Sumbandila”) Sumbandila provides full scholarships to private The health and wellbeing of our team is imperative. schools, as well as an educational outreach program to Alongside encouraging a work-life balance, we have children living in rural areas in South Africa. This aims an on-site gym offering personal training sessions to transform the lives of underprivileged children, and support sporting pursuits, recently sponsoring creating entrepreneurs and leaders who will make an employee’s local softball team and contributing to significant contributions to the future of South Africa. another team member’s charity fundraising for the Marwyn management have built strong relationships London marathon. with Sumbandila, having seen first-hand the work that they do. We are mindful of our place in the communities in which we work and live and encourage our team to Helen Bamber Foundation (“HBF”) contribute and give back. Our partners work with HBF is a human rights charity that gives survivors of a handful of schools in North London, providing trafficking and torture the strength to move on. Each students with presentations on what a job in of their clients has a complex, unique and painful investment management entails, as well as one- history. Most survivors have either been trafficked on-one mentoring, interview practice and work to the UK or have fled their country of origin after experience at the Manager. experiencing some of the most abhorrent crimes. The HBF ensures survivors are free, healthy, safe and We also operate the Marwyn Trust which provides are protected from re-victimisation, detention and financial support to charities both in the UK and poverty. further afield. Spanish Red Cross (Cruz Roja Española) (“SRC”) SRC is an organisation that promotes social welfare and support through their many projects, from humanitarian aid, social inclusion and environmental protection, to focusing on accessibility to education and personal health, the Red Cross aims to protect and enrich the value of human life. 30 | ## Environmental, Social and Governance ## The Marwyn Trust WWW.MARWYNVALUE.COM | 31 MARWYN # Capital Distributions, NAV and Discount Management As is common to many investment companies, the Company's shares trade at a discount to their underlying NAV. The average discount to NAV of the Company's ordinary shares during the year was 37.4%, compared to the equivalent 34.4% average in the prior year. The discount range was 32.6% to 45.4%. The Company has a range of features and policies that we believe act to mitigate the overall discount level: **Dividend Policy:** the Company currently pays an annual 9.06p per ordinary share dividend in equal quarterly installments, which equates to a dividend yield of over 9.7% based on the Company's ordinary share price as at 31 March 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 5 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 will be made available to ordinary shareholders in November 2026. The Board believe that the combination of these measures provides a substantial mitigant to a persistent discount to NAV and ultimately provides shareholders with potentially substantial returns of capital as demonstrated by the data below. ## Realisation Shares For the year ended 31 December 2022 | Realisation Class | Ticker | Shareholder Total Return^{7} | Nav Per share | Net Assets | NAV Distributed SINCE INCEPTION^{8} | | --- | --- | --- | --- | --- | --- | | 2016 | MVIR | +31.5% | 376.0p | £3.5m | 84.6% | | 2021^{9} | MVR2 | +0.8% | 185.3p | £0.7m | 0.0% | ## Capital Returns and Distributions Since Inception | Ordinary Shares | | | Realisation Classes | | Combined | | | --- | --- | --- | --- | --- | --- | --- | | Dividends and Buybacks^{10} | Capital Returns | Total Distributions | Total Capital Returns | Dividends and Buybacks | Capital Returns | Total since inception | | £58.3m | £25.9m | £84.2m | £15.6m | £58.3m | £41.5m | £99.8m | $^{7}$ Shareholder total return is calculated as the movement in total shareholder value, including all distributions made to realisation shareholders over the relevant period $^{8}$ Calculated as total distributions as a percentage of Net Assets on creation of each class $^{9}$ 2021 Realisation Class performance is calculated for the period from creation of the class on 30 November 2021 $^{10}$ Includes the dividend paid to ordinary shareholders in February 2023 32 | # Capital Distributions, NAV and Discount Management ## 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 the Company's share repurchase programme which had commenced in 2018. Interim dividends of 2.265p per ordinary share were paid in February, May, August, and November 2022, each being a total payment of £1,256,857. These payments have continued in 2023, with an interim dividend of 2.265p per ordinary share paid in February 2023. ### 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 £46.5 million has been returned to ordinary shareholders (including the February 2023 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 £29.4 million in excess of what would be required under this policy, and realised gains attributable to ordinary shareholders in excess of £58.8 million will be needed before any return on a Profitable Realisation is made. Since implementation in November 2013, over £73.5 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. WWW.MARWYNVALUE.COM | 33 MARWYN # 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. These rights may differ from the rights and duties owed to shareholders in a UK incorporated company. 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 SFS and MVI II LP was launched to provide access to private equity investor capital. ![img-1.jpeg](img-1.jpeg) 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. 34 | ## Fund Structure and Investment Policy Investment Objective A realisation pool is permitted to invest cash allocated The investment objective of the Company is to to it upon its creation in follow-on investments into maximise total returns primarily through the capital existing Portfolio Companies made within three years appreciation of its investments. of the creation of the realisation pool. Unlike the investment policy in respect of the assets relating to Investment Policy ordinary shareholders, cash generated on the sale There are no investment restrictions applicable to the of an investment in a realisation pool may not be Company or the Master Fund. re-invested and is, subject to amounts held back for reasonable working capital requirements, distributed MVI II LP has the following investment restrictions: to the relevant class of realisation shareholders. ### • no investment can exceed 30% of the MVI II LP Portfolio Company Costs limited partners’ aggregate commitments at the Entities within the Marwyn group may provide time of investment; services to the Portfolio Companies indirectly invested in by the Company. These services include, but are not ### • it cannot engage in derivative trading except to limited to, corporate finance advisory, transactional hedge or enhance an investment in an existing support, company secretarial, administrative and or prospective Portfolio Company; accounting services. ### • it cannot invest in any blind-pool investment Fees for any services provided are negotiated and fund; and agreed with the independent management teams operating each Portfolio Company (once appointed) ### • it may recycle distributed capital, up to an and are in accordance with any regulatory or amount equal to 100% of the partners’ aggregate corporate governance requirements, as applicable. commitments, which may only be used to There is no obligation for any Portfolio Company to acquire assets, and not pay fees. use the services offered by the Marwyn group and third party service providers could be, and frequently The Master Fund and MVI II LP invest either directly are, used. or indirectly into the Portfolio Companies. The Master Fund (with the exception of the classes attributable Due to the shareholdings that the Marwyn Funds have to realisation shareholders) and MVI II LP (during its in the Portfolio Companies and directorships that investment period being five years from the final close the Marwyn principals have on their boards, Marwyn on 31 March 2019) are permitted to make follow-on group entities are invariably considered to be ‘related investments into the Portfolio Companies and invest parties’ to the Portfolio Companies and as such, all in new Portfolio Companies. In the case of capital fees payable to Marwyn entities are fully disclosed in relating to the Company’s realisation shares, the the Portfolio Companies’ audited accounts, with all Master Fund is only permitted to invest cash in follow- contracts deemed ‘significant’ also being disclosed on investments in the Portfolio Companies within in any Portfolio Company admission document or three years of creation of a realisation class which for prospectus. the 2016 Realisation Class expired in November 2019 and for the 2021 Realisation Class runs to November The Portfolio Company costs indirectly borne by the 2024. Company are proportional to the Company’s indirect holding in each Portfolio Company. The holding in The Master Fund also has an express power to use each as at the balance sheet date is disclosed in the cash to acquire the Company’s shares at a discount to Look-through portfolio information section of this their NAV for cancellation. Any such acquisitions and Annual Report. 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 a 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. WWW.MARWYNVALUE.COM | 35 ## Report of the Directors ### The Directors submit their Annual Report and the audited ### financial statements for the year ended 31 December 2022 The Directors who served during the year and to the date of this report were: ### Robert Ware Martin Adams CHAIRMAN SENIOR INDEPENDENT DIRECTOR ### Peter Rioda Victoria Webster INDEPENDENT INDEPENDENT NON-EXECUTIVE DIRECTOR NON-EXECUTIVE DIRECTOR 36 | # 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. ## Martin Adams (Senior Independent Non-Executive Director) Committee membership: Audit Committee – Member Nomination Committee – Member Remuneration Committee – Chairman 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. ## 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. ## 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 member 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 an independent chartered accountancy practice, Cleland & Co., which specialises in owner-managed companies and regulated entities across all sectors. WWW.MARWYNVALUE.COM | 37 MARWYN # Report of the Directors ## Directors' Interests The Directors' interests in the ordinary shares of the Company were as follows as at 31 December 2022 and 31 December 2021. | | Ordinary shares 2022 | Ordinary shares 2021 | | --- | --- | --- | | Robert Ware | 500,000 | 700,174 | | Martin Adams | 40,000 | 40,000 | | Peter Rioda | 10,000 | Nil | | Victoria Webster | Nil | Nil | There has been no change in the Directors' holdings between 31 December 2022 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 2022 (2021: 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. ## Results The results attributable to the shareholders for the year are shown in the Statement of Comprehensive Income. ## Share Capital As at 31 December 2022, the Company had 55,490,360 ordinary shares in issue (2021: 55,490,360), 933,070 2016 realisation shares in issue (2021: 933,070), and 360,482 2021 realisation shares (2021: 360,482). ## Directors' Remuneration The emoluments of the individual Directors for the year were as follows: | | 2022 £ | 2021 £ | | --- | --- | --- | | Robert Ware | 50,000 | 50,000 | | Martin Adams | 45,000 | 45,000 | | Peter Rioda | 35,000 | 35,000 | | Victoria Webster | 35,000 | 35,000 | | | 165,000 | 165,000 | Directors' fees are paid directly from the Master Fund. The above fees do not include reimbursed out-of-pocket expenses. ## 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 2022 and having considered the role that the Manager performs across the Marwyn Funds, has determined that the Company's 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 2 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 2 years after the creation of the 2021 realisation pool, the same calculation will be applied to the management fee on the 2021 realisation share interests. 38 | ## 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 published on 19 October 2021. This prospectus is available on the Company’s website. 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. WWW.MARWYNVALUE.COM | 39 ## Report of the Directors Substantial Shareholdings At 31 December 2022 the Company was aware of the following interests in 3% or more of the total voting rights of the Company. PERCENTAGE OF NUMBER OF SHARES TOTAL VOTING RIGHTS Marwyn Management and Employees 5,552,243 9.78 of which, individual holding above 3% | Marwyn Long Term Incentive LP | 4,659,133 | 8.21 | | --- | --- | --- | | Other shareholders holding less than 3% | 893,110 | 1.57 | | Armstrong Investments Limited | 10,840,000 | 19.09 | | Pula Investments Limited | 4,500,000 | 7.92 | | Cenkos CI Limited | 3,937,257 | 6.93 | | 1607 Capital Partners, LLC | 3,504,653 | 6.17 | | Barclays Funds Investments Limited | 3,409,090 | 6.00 | | Octopus Investments Limited | 2,740,000 | 4.83 | | Charles Stanley & Co | 2,499,866 | 4.40 | | Crux Asset Management Limited | 2,424,000 | 4.27 | At 31 March 2023 the Company was aware of the following interests in 3% or more of the total voting rights of the Company. PERCENTAGE OF NUMBER OF SHARES TOTAL VOTING RIGHTS Marwyn Management and Employees 5,552,243 9.78 of which, individual holding above 3% | Marwyn Long Term Incentive LP | 4,659,133 | 8.21 | | --- | --- | --- | | Other shareholders holding less than 3% | 893,110 | 1.57 | | Armstrong Investments Limited | 10,840,000 | 19.09 | | Pula Investments Limited | 4,500,000 | 7.92 | | Cenkos CI Limited | 3,907,275 | 6.88 | | 1607 Capital Partners LLC | 3,709,653 | 6.53 | | Barclays Funds Investments Limited | 3,409,090 | 6.00 | | Premier Fund Managers Limited | 2,850,166 | 5.02 | | Octopus Investments Limited | 2,740,000 | 4.83 | | Charles Stanley & Co | 2,480,231 | 4.37 | | Crux Asset Management Limited | 2,424,000 | 4.27 | | Quai Trustees Limited | 1,747,103 | 3.08 | 40 | ## Report of the Directors Auditor The Company is a member of the AIC and the Board Baker Tilly Channel Islands Limited (“BTCI”) was has considered the principles and recommendations appointed by shareholder resolution at the first AGM of the AIC Code. following their appointment on 3 December 2020. The AIC Code sets out a framework of best practice in BTCI has expressed its willingness to continue to act respect of the governance of investment companies. as auditor to the Company and a resolution for its It has been endorsed by the UK Financial Reporting re-appointment will be proposed at the forthcoming Council. The AIC Code is available on the AIC’s website AGM. Audit fees for the year ended 31 December 2022 (www.theaic.co.uk). for the Company total £24,550. No non-audit services were provided by BTCI for the Company or any of the The Board considers that reporting against the Company’s associated underlying fund entities in principles and provisions of the AIC Code provides the the year. most relevant information to shareholders given that the Company is an externally managed investment The Audit Committee does not have any reason to company. believe that BTCI did not conduct an effective audit. Apart from establishing an Internal audit function Expenses and complying with the requirements for the Board All Company-related expenses are paid by the Master composition and the re-election of the Directors as Fund and allocated to the relevant Master Fund class set out in this report, the Company has complied with interest as described in Note 3.8 to the financial the principles and provisions of the AIC Code. statements. Board Composition and Meetings A summary of costs ultimately incurred by both the The Chairman, Robert Ware, is not considered to be ordinary shareholders and realisation shareholders is independent due to his tenure as Chairman and him included in the ‘Key Information Documents’, located having interests in, and having other directorships on the ‘Documents’ section of the Company’s website, within, the Marwyn group. As detailed more fully www.marwynvalue.com. in the ‘Nomination Committee’ section later in the Report of the Directors, the Nomination Committee Annual General Meeting believes that Robert’s high level and range of business The notice of the AGM will be issued separately to knowledge, financial experience and integrity enables shareholders in due course. him to provide clear and effective leadership and, in conjunction with his fellow Directors, proper Corporate Governance stewardship of the Company. The Company’s As a company registered in the Cayman Islands and independent non-executive Directors are of the subject to the rules of the Specialist Fund Segment, view that Robert’s position as Chairman ensures the the Company is not required to comply with the smooth running of the business and a co-operative UK Corporate Governance Code published by the and aligned relationship with the Manager. Financial Reporting Council. Martin Adams, Peter Rioda and Victoria Webster The Directors, however, recognise the importance are considered to be independent in terms of their of maintaining sound corporate governance that respective directorships. Whilst Martin Adams and meet the listing requirements and so seek to ensure Peter Rioda have a beneficial interest in the Company that the Company adopts a framework for corporate as detailed in the ‘Directors’ Interests’ section of governance, including policies and procedures which this report, this is not considered to impugn on reflect those principles of good corporate governance their independence, and serves to further align the that are appropriate to the Company’s size and interests of the Directors with those of shareholders. status as an investment company and are in line with the best practices in relation to matters affecting Martin Adams is the Company’s senior independent shareholders, communities, regulators and other director, providing a sounding board for the Chairman stakeholders of the Company. 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. WWW.MARWYNVALUE.COM | 41 ## Report of the Directors The Board has adopted a policy on tenure which The Directors bring both significant funds and requires the Nomination Committee to annually professional expertise and commercial operating consider the appropriateness of the tenure of the experience, having managed businesses across a Chairman and each Director alongside the skills, wide range of industries and economic environments. experience and knowledge the Directors bring to The Board consists of a majority of independent the Board, as detailed in the Nomination Committee non-executive Directors. The Chairman, in his role section of this report. In line with the guidance of leading the Board, managing Board meetings, and provided by the AIC Code, the Board recognises encouraging constructive challenge between Board that whilst the Company should benefit from a members is central to setting the tone from the regular infusion of new appointments to the Board top. The Board meets frequently, both formally and (demonstrated by the 2020 appointments of Peter informally, and across all means of communication, Rioda and Victoria Webster), investment companies which fosters openness and honesty. This is mirrored are more likely, compared to other companies, in the relationships the Board has developed with to benefit from having at least one director with the Company’s service providers. The Directors have considerably longer experience. This is the case with access to the advisers of the Company and where Robert Ware, the Chairman, who has served on the deemed necessary to discharge their responsibilities Board for more than nine years. The relevant criteria properly, may seek independent professional advice when assessing the board composition include at the Company’s expense. continuity, self-examination and the ability to do the job. The Board meets regularly with the Manager throughout the year at each quarterly board meeting One-third, or the nearest number to one-third, of and at any ad hoc Board or informal meetings held the Directors shall retire and offer themselves for dependent on the investment activity of the funds re-appointment at each AGM in accordance with the through which the Company directly or indirectly Articles, facilitating the Board’s stability and decision invests. The Board provides constructive challenge making ability. All Directors are re-elected at the next as well as honest and frank feedback on significant AGM following their appointment and thereafter retire portfolio activity, contributing independent by rotation, subject also to the requirement that all viewpoints and scrutiny to the investment process. Directors are required to offer themselves for re- The Board also conveys shareholder feedback to the election at least every three years. Manager ensuring the interests of shareholders as a whole are a primary consideration for all investment The Board meets on a quarterly basis to consider, decisions. The Board-level governance arrangements among other things, the investment performance and relationship with the Manager facilitate the and associated matters, such as marketing and sustainability of the Company’s business model and investor relations, risk and portfolio management, investment strategy. the suitability of the investment policy, performance of the share price as well as NAV performance and The Board evaluates its performance through any discount between the share price and the NAV, completion of annual confidential questionnaires the shareholder profile of the Company and the with the results reported to the Nomination performance and cost of service providers, to ensure Committee. The Board also considers the tenure and control is maintained over the Company’s affairs. independence of each Director, at least annually, via Regular ad hoc informal meetings are also held with discussions at the Nomination Committee meetings. 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 are of an appropriate quality to enable it to discharge its responsibilities. 42 | ## Report of the Directors Culture Key Service Providers The Board is acutely aware that the Company’s culture The Board is responsible for reviewing all major needs to clearly align with the Company’s purpose, service providers of the Company annually which value, and strategy. The Company is small and, as at includes the Manager. At the Board Meeting of the the date of these financial statements, consists of four Company in December 2022, the Board assessed and Directors. The Company culture is therefore set by the reviewed the performance of all key service providers. Board and demonstrated through Board interaction Following the changes to various key service providers and in turn the relationships the Board develops with in 2020, the Board considers that the current service providers and, in particular, the Manager. arrangements are appropriate for the Company and the continued appointments of all key service Remuneration plays a role in impacting the Company’s providers have been approved by the Board. behaviour and culture. The Remuneration Committee has reviewed the Company’s remuneration policy and Director remuneration and are satisfied that this is aligned with the Company’s culture, ensuring 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 and the 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. WWW.MARWYNVALUE.COM | 43 ## Report of the Directors 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. Quarterly Board Audit Nomination Remuneration Meetings Committee Committee Committee 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 During the year a further 2 ad hoc Board Committee meetings and 1 ad hoc Audit Committee meeting 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. ### Board Committees • monitoring the financial reporting (including The Company uses a number of committees to cash and securities reconciliations) process and manage its operations. Each committee has formal submitting recommendations or proposals to written terms of reference, which clearly define their the Board in order to ensure the integrity of that responsibilities and are reviewed and reassessed process; for their adequacy on an annual basis. The terms of ### reference of each committees are available on the • monitoring the statutory audit of the Company’s website. Company’s annual financial statements and the performance of the Company’s auditor, taking Audit Committee into account any findings and conclusions by the The Audit Committee comprises all the independent Financial Reporting Council under article 26 (6) of non-executive Directors and meets at least twice a Regulation 538/2014 (the “Audit Regulation”); year. As Robert Ware is a chartered accountant and ### has significant investment company experience, the • reviewing and monitoring auditor independence Board values his input and so he is ordinarily invited in accordance with paragraphs 2(3), 2(4), 3 to to attend committee meetings as an observer. Victoria 8 and 10 to 12 of Schedule 1 to the Statutory Webster, a chartered accountant, is Chairman of the Auditors and Third Country Auditors Regulations Audit Committee. The Audit Committee provides 2016 (SI 2016/649) and article 6 of the Audit a forum through which the Company’s auditor has Regulation, and in particular the appropriateness access to and can report to the Board. Its functions of the provision of non-audit services to the relate to the Company only and do not apply to the issuer in accordance with article 5 of the Audit Master Fund, MVI II LP or any other vehicle. Regulation; ### The Audit Committee has no reason to consider the • informing the Board of the outcome of the auditor to be non-independent and will continue to statutory audit and explaining how the statutory review the relationship and assess independence. audit contributed to the integrity of the financial reporting process and what role the Audit The Audit Committee performs the following Committee played in that process; and functions: ### • keeping under review the adequacy and ### • selection of the statutory auditor and making effectiveness of the Company’s internal recommendations relating to the appointment financial controls and internal control and risk of the statutory auditor to the Board; management systems. 44 | ## Report of the Directors During the year, the Audit Committee met three times, factors relevant to the effectiveness of the Board the key matters discussed included the review and including if the director or candidate being reviewed consideration of: has sufficient time to devote to the Company to carry out their duties effectively. ### • the Audit Committee’s terms of reference; Formal induction training is provided to new Directors ### • the Company’s annual financial statements for on request. All new Directors meet with the Chairman, the year ended 31 December 2021 and interim the Senior Independent Director, members of the financial statements for the six-month period Nomination Committee, the Manager and any other ended 30 June 2022, including review of the RNS relevant key advisers, prior to appointment in order to announcements released in connection with discuss the Company, the Manager, the responsibilities these accounts; of a Director of the Company and investment company industry matters. ### • the independence of the auditor and the effectiveness of the audit; Any new Directors will meet with the full Board at the earliest opportunity following their appointment. ### • the Company’s policy and procedures, including In addition, all Directors have full access to the compliance arrangements in relation to anti- Administrator, Broker, Manager and legal counsel. bribery and corruption and whistleblowing; The Nomination Committee, on at least an annual ### • the Company’s cash flow and reconciliation to basis, considers the performance of the Board, along bank statements; with the tenure and independence of each Director. An evaluation of the performance of the Board and the ### • the need for an internal audit function; and Chairman was carried out in 2022 with no major issues identified, however the Nomination Committee agreed ### • cash flow management and the payment control to look into succession planning for the Company going system. forward. The committee believes there is a suitable combination of experience, knowledge, and skills to The Audit Committee concluded that an internal audit operate as an effective Board. The significant level function is not required as all of the Company’s day- of shareholder engagement from the Chairman, the to-day management and administrative functions are Senior Independent Director and the two Independent outsourced to regulated third parties. Directors has ensured shareholders views have been fully understood by the Board and appropriate actions Nomination Committee have been taken. This has resulted in the Board working The Nomination Committee comprises all the alongside the Manager to amend the implementation Directors, resulting in a majority of the members of of the Company’s Ordinary Share Distribution Policy the committee being independent non-executive and to add further detailed disclosure in these directors whilst retaining access to the knowledge and accounts around governance, strategy and director experience of Robert Ware, who chairs the committee. independence. The committee meets at least twice a year. Members of the Nomination Committee do not participate in the The committee recognises that the Chairman, Robert review of their own position, and further, Robert Ware Ware, has been a Board member since 2006 and is not will not chair a meeting of the Nomination Committee independent of the Manager but believe that the skills when it is dealing with the matter of succession to the and experience he brings to the Board significantly chairmanship of the Board. outweigh any actual or potential conflicts arising from his position. Robert has served as an independent The function of the Nomination Committee is to non-executive chairman of several listed investment consider the appointment and re-appointment of funds (and thus understands and respects the role of directors. When considering the appointment and re- the Company’s independent directors); he has a long appointment of directors, the Nomination Committee relationship with the Manager and their key personnel; and the Board consider whether the Board and its he has intimate knowledge of the Company’s corporate committees have a balance of skills, experience, history and long experience of running operating length of service, knowledge of the Company, its businesses such as those held in the portfolio. diversity, how the Board works together and any other WWW.MARWYNVALUE.COM | 45 ## Report of the Directors These rare skills and experience in the context of the In April 2023, in accordance with the Company’s Company combine to provide Robert the ability to Articles, the Nomination Committee recommended bridge the views and suggestions of the independent that Peter Rioda and Victoria Webster should be put directors with those of the Manager. forward for re-election at the 2023 AGM. In any situation where the Chairman is conflicted, During the year, the Nomination Committee’s terms or could be perceived to be conflicted, he abstains of reference were reviewed and it was deemed no from comment and vote and, in any case, the changes were required. independent Directors form a majority of the Board. The independent Directors are of the view that, given Remuneration Committee the structure of the Company and its management The Remuneration Committee comprises all the arrangements, the Chairman is important to ensuring independent non-executive Directors and meets at the smooth operation of the business and it is in the least twice a year. As with the Audit Committee, the best interests of the Company and its shareholders Board values Robert Ware’s input so he is ordinarily that Robert chairs the Company. invited to attend Remuneration Committee meetings. Members of the Remuneration Committee do not The Nomination Committee considers that the three participate in the review of their own remuneration. other Board members are all independent of the Company and the Manager, as detailed in the ‘Board The Company’s remuneration policy is to set Composition and Meetings’ section earlier. remuneration at a level to attract individuals of a calibre appropriate to the Company’s future The Nomination Committee ensures that the development. The maximum aggregate remuneration Company remains aligned with best corporate of all of the Directors is £200,000 in accordance with governance practices, especially with respect to the the Company’s Articles. increased focus on diversity. The Board acknowledges the importance of diversity, including but not limited During the year the Remuneration Committee met to gender as part of the effective functioning of twice to discuss the Remuneration Committee’s terms the Board. The Nomination Committee evaluates of reference and duties, the remuneration policy and applicants to fill vacant positions fairly, and without the structure and level of remuneration of the Board. prejudice applicants will be assessed on their broad range of skills, expertise and industry knowledge. The Following review and consideration of the Company’s Nomination Committee believes that the Board has remuneration policy, the Remuneration Committee a range of experience, age, background and skills to concluded that the current remuneration policy of help create an environment of effective and successful the Company is set at a level to attract, motivate, decision making. The Company does not employ any and retain individuals of a calibre appropriate to the staff. Meetings of the Nomination Committee are held Company’s future development and that the structure at least twice a year as a minimum. of the Company’s remuneration remains appropriate for the size and the activities of the Company. During the year the Nomination Committee met twice, the key matters discussed included the review and During the year, the Remuneration Committee’s terms consideration of: of reference were reviewed and it was deemed no changes were required. ### • 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. 46 | ## Report of the Directors ### • prepare at least quarterly a report detailing Management Engagement Committee the activities and performance of the Manager The Board considers that due to the Company’s during the quarter; and size and its structure as a feeder fund, it would be unnecessarily burdensome to establish a separate ### • monitor investment policy and propose changes management engagement committee. The review of to the Board. the performance of, and contractual arrangements with, the Manager is undertaken by the Board. Any areas of decision making not under the authority However only Directors independent of the Manager of the Manager remain the responsibility of the Board. are involved with this review. Statement of going concern Authority of the Manager Under the relevant class agreements between the The authority of the Manager is set out in writing Company and the Master Fund, the Master Fund is in the management agreement. Under the terms required to meet the Company’s expenses and as of the management agreement the key duties of such, the Directors consider that there is no mismatch the Manager are the negotiation of any investment, between the Company’s assets and liabilities. consolidation disposal of an investment, in accordance with the relevant investment policy. In performing The Board and the Manager regularly consider and these services, the Manager is granted authority to: assess the forecast cash position of the Master Fund (including a reasonably possible forecast of portfolio ### • give instructions to administrators and sub- company investment and divestment). The Directors administrators in relation to acquisitions and continue to believe that the Company, via the Master disposals of investments; Fund, has sufficient resources to meet all liabilities as they fall due for at least 12 months from the date of ### • cause money to be retained in cash or placed in approval of these financial statements and continue deposit; to adopt a going concern basis in preparing the financial statements. ### • negotiate contracts, agreements and other undertakings as may be reasonable; Internal control The Board is responsible for establishing and ### • instruct and appoint any advisors and specialists maintaining the Company’s system of internal control which are believed necessary or advisable for and risk management and reviewing its effectiveness. the purposes of implementing the investment Internal control systems are designed to meet the policy and/or managing the investments; particular needs of the Company and the particular risks to which it is exposed. ### • use reasonable endeavours to obtain all licences, permissions and consents necessary The procedures are designed to manage rather than to complete, maintain or dispose of any eliminate risk and by their nature can only provide investment; reasonable but not absolute assurance against material misstatement or loss. The key procedures ### • prepare all necessary documentation and where which have been established to provide effective necessary submit to the board for execution; internal controls are as follows: ### • borrow or raise monies as required; The duties of managing the investments and accounting are segregated: ### • assist as necessary in the valuation of unlisted investments; ### • Aztec Financial Services (Jersey) Limited, a company independent of the Manager and the ### • advise on availability and appropriate source of Board, provide administrative and accounting funds to be utilised as distributions; services to Company, the Master Fund and MVI II LP; ### • carry out quarterly reviews of the investment portfolio, or at any other time as directed by the Company; WWW.MARWYNVALUE.COM | 47 ## Report of the Directors ### • 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 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 satisfactory 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. The main risks are detailed in Note 12 to the financial statements and in the Risk section. 48 | ## 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 36, 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. On behalf of the Board Robert Ware Victoria Webster Chairman Director 27 April 2023 27 April 2023 WWW.MARWYNVALUE.COM | 49 ## Report of the Independent Auditor 50 | ## Report of the Independent Auditor WWW.MARWYNVALUE.COM | 51 ## Report of the Independent Auditor 52 | ## Report of the Independent Auditor WWW.MARWYNVALUE.COM | 53 ## Report of the Independent Auditor 54 | WWW.MARWYNVALUE.COM | 55 MARWYN # Income Statement ## For the year ended 31 December 2022 | | Notes | Year ended 31 December 2022 | | | Year ended 31 December 2021 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | £ | | | £ | | | | | | Revenue | Capital | Total | Revenue | Capital | Total | | **INCOME** | | | | | | | | | Finance income | | 881 | - | 881 | 60 | - | 60 | | Distribution income | | 5,027,427 | - | 5,027,427 | 5,060,086 | - | 5,060,086 | | Net (loss)/gain on financial assets measured at fair value through profit or loss | 6 | - | (2,980,912) | (2,980,912) | - | 14,032,026 | 14,032,026 | | **TOTAL NET INCOME / (LOSS)** | | 5,028,308 | (2,980,912) | 2,047,396 | 5,060,146 | 14,032,026 | 19,092,172 | | **EXPENSES** | | | | | | | | | Finance cost and bank charges | | (881) | - | (881) | (60) | - | (60) | | **TOTAL OPERATING EXPENSES** | | (881) | - | (881) | (60) | - | (60) | | **PROFIT/(LOSS) FOR THE YEAR** | | 5,027,427 | (2,980,912) | 2,046,515 | 5,060,086 | 14,032,026 | 19,092,112 | | **TOTAL COMPREHENSIVE INCOME/(EXPENSE)** | | 5,027,427 | (2,980,912) | 2,046,515 | 5,060,086 | 14,032,026 | 19,092,112 | | **RETURNS PER SHARE** | | | | | | | | | Attributable to holders of ordinary shares | | 5,027,427 | (3,825,876) | 1,201,551 | 5,060,086 | 11,488,702 | 16,548,788 | | Weighted average ordinary shares in issue for the year ended 31 December | 10 | 55,490,360 | 55,490,360 | 55,490,360 | 55,819,238 | 55,819,238 | 55,819,238 | | Return per ordinary share - basic and diluted | | 9.06p | (6.89)p | 2.17p | 9.07p | 20.58p | 29.65p | | Attributable to holders of 2016 realisation shares | | - | 839,392 | 839,392 | - | 2,521,902 | 2,521,902 | | Weighted average realisation shares in issue for the year ended 31 December | 10 | - | 933,070 | 933,070 | - | 3,254,449 | 3,254,449 | | Return per 2016 realisation share - basic and diluted | | - | 89.96p | 89.96p | - | 77.49p | 77.49p | | Attributable to holders of 2021 Realisation shares | | - | 5,572 | 5,572 | - | 21,422 | 21,422 | | Weighted average 2021 realisation shares in issue for the year ended 31 December | 10 | - | 360,482 | 360,482 | - | 31,604 | 31,604 | | Return per 2021 realisation share - basic and diluted | | - | 1.55p | 1.55p | - | 67.78p | 67.78p | Notes 1 to 18 on pages 60 to 73 form an integral part of these financial statements. 56 | # Statement of Financial Position ## As at 31 December 2022 | | Notes | 31 December 2022 £ | 31 December 2021 £ | | --- | --- | --- | --- | | **NON CURRENT ASSETS** | | | | | Financial assets measured at fair value through profit or loss | 6 | 102,287,690 | 105,268,601 | | **CURRENT ASSETS** | | | | | Cash and cash equivalents | 8 | 129,145 | 128,554 | | **TOTAL ASSETS** | | **102,416,835** | **105,397,155** | | **CURRENT LIABILITIES** | | | | | Loan payable | 7 | (125,000) | (125,000) | | Accruals | | (4,146) | (3,554) | | **TOTAL LIABILITIES** | | **(129,146)** | **(128,554)** | | **NET ASSETS ATTRIBUTABLE TO EQUITY HOLDERS** | | **102,287,689** | **105,268,601** | | **CAPITAL AND RESERVES ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY** | | | | | Share capital | 10 | 88 | 88 | | Share premium | 10 | 61,455,770 | 61,455,770 | | Special distributable reserve | | 26,346,979 | 26,346,979 | | Exchange reserve | | 54,386 | 54,386 | | Capital reserve | | 3,159,948 | 3,159,948 | | Revenue reserve | | 11,270,518 | 14,251,430 | | **TOTAL EQUITY** | | **102,287,689** | **105,268,601** | | Net assets attributable to ordinary shares | | 98,111,816 | 101,937,692 | | Ordinary shares in issue at 31 December | | 55,490,360 | 55,490,360 | | Net assets per ordinary share | | 176.81p | 183.70p | | Net assets attributable to 2016 realisation shares | | 3,508,007 | 2,668,615 | | 2016 realisation shares in issue at 31 December | | 933,070 | 933,070 | | Net assets per 2016 realisation share | | 375.96p | 286.00p | | Net assets attributable to 2021 realisation shares | | 667,866 | 662,294 | | 2021 realisation shares in issue at 31 December | | 360,482 | 360,482 | | Net assets per 2021 realisation share | | 185.27p | 183.72p | The financial statements on pages 56 to 73 were approved by the Board of Directors and authorised for issue on 27 April 2023. They were signed on its behalf by: Robert Ware Victoria Webster Notes 1 to 18 on pages 60 to 73 form an integral part of these financial statements. WWW.MARWYNVALUE.COM | 57 # Statement of Cash Flows For the year ended 31 December 2022 | | Notes | 31 December 2022 £ | 31 December 2021 £ | | --- | --- | --- | --- | | **Cash flows from operating activities** | | | | | (Loss) / gain for the year | | (2,980,912) | 14,032,026 | | Loss/(gain) on financial assets held at fair value through profit or loss | | 2,980,912 | (14,032,026) | | Interest received | | 881 | 60 | | Redemption of Class R(F) and Class R(G) interests in the Master Fund | | - | 6,361,213 | | Distributions received on Class F interests in the Master Fund | 6 | 5,027,427 | 5,060,086 | | Bank charges paid | | (145) | (60) | | Bank interest paid | | (736) | - | | Increase / (decrease) in accruals | | 591 | (60) | | Net cash inflow from operating activities | | 5,028,018 | 11,241,239 | | **Cash flows used in capital transactions** | | | | | Cash paid to 2016 realisation shareholders on redemption of 2016 realisation shares | | - | (6,361,213) | | Dividends paid to ordinary shareholders | 10 | (5,027,427) | (5,060,086) | | Net cash flow used in capital transactions | | (5,027,427) | (11,421,299) | | **Net increase / (decrease) in cash and cash equivalents** | | 591 | (60) | | Cash and cash equivalents at the beginning of the year | | 128,554 | 128,614 | | Cash and cash equivalents at the end of the year | | 129,145 | 128,554 | Notes 1 to 18 on pages 60 to 73 form an integral part of these financial statements. 58 | # Statement of Changes in Equity ## For the year ended 31 December 2022 | | Notes | Share capital £ | Share premium £ | Special distributable reserve £ | Exchange reserve £ | Capital reserve £ | Revenue 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 | ## For the year ended 31 December 2021 | | Notes | Special Share capital £ | Share premium £ | Special distributable reserve £ | Exchange reserve £ | Capital reserve £ | Revenue reserve £ | Total £ | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Opening balance | | 91 | 64,436,254 | 26,346,979 | 54,386 | (4,976,238) | 11,736,316 | 97,597,788 | | Dividends paid to ordinary shareholders | | - | - | - | - | - | (5,060,086) | (5,060,086) | | Redemption of 2016 realisation shares | 10 | (3) | (2,980,484) | - | - | (3,380,726) | - | (6,361,213) | | Transfer of realised losses to revenue reserve | | - | - | - | - | (2,515,114) | 2,515,114 | - | | Total comprehensive income for the year | | - | - | - | - | 14,032,026 | 5,060,086 | 19,092,112 | | Closing balance | | 88 | 61,455,770 | 26,346,979 | 54,386 | 3,159,948 | 14,251,430 | 105,268,601 | Notes 1 to 18 on pages 60 to 73 form an integral part of these financial statements. WWW.MARWYNVALUE.COM | 59 MARWYN # 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. 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 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 2022 have had no impact on the Company’s financial position or results: ### Revised conceptual framework and amendments Amendments to IFRS 3 – Reference to the Conceptual Framework Amendments to IAS 16 – Property, Plant and Equipment – Proceeds before intended use Amendments to IAS 37 – Provisions, Contingent Liabilities and Contingent Assets ### Effective Date 1 January 2022 1 January 2022 1 January 2022 ## 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 2023 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 IFRS 17 – Insurance Contracts Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimated and Errors Amendments to IAS 1 – Presentation of Financial Statements Amendments to IFRS 17 – Insurance Contracts Amendments to IAS 12 – Income Taxes Amendments to IAS 1 – Presentation of Financial Statements Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback ### Effective Date 1 January 2023 1 January 2023 1 January 2023 1 January 2023 1 January 2023 1 January 2024 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. 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. 60 | ## Notes to the Financial Statements The 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. 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. WWW.MARWYNVALUE.COM | 61 ## Notes to the Financial Statements 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. 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. 62 | # Notes to the Financial Statements The fair value of the investment held by the Master Fund in Marwyn Value Investors 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 Tax. During the years ended 31 December 2022 and 31 December 2021, 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 2022. 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 2022, there are no such tax benefits recognised (31 December 2021: none). ## 6. Financial assets measured at fair value through profit or loss As at 31 December 2022, 100% (2021: 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. ## Net Asset Value – investment movements | | 31 December 2022 | 31 December 2021 | | --- | --- | --- | | | £ | £ | | **Master Fund** | | | | Opening cost | 85,190,009 | 89,036,108 | | Redemption of Class R(F)1 and Class R(G)1 interests | - | (3,846,099) | | Closing cost | 85,190,009 | 85,190,009 | | Unrealised gain brought forward | 20,078,592 | 8,561,680 | | Movement in unrealised (loss)/gain | (2,980,912) | 11,516,912 | | Unrealised gain carried forward | 17,097,680 | 20,078,592 | | **At fair value in accordance with IFRS 13** | **102,287,689** | **105,268,601** | | Class F interests | 98,111,816 | 101,937,692 | | **Total attributable to ordinary shareholders** | **98,111,816** | **101,937,692** | | Class R(F)1 interests | 2,635,082 | 2,035,681 | | Class R(G)1 interests | 872,925 | 632,934 | | **Total attributable to 2016 realisation shareholders** | **3,508,007** | **2,668,615** | | Class R(F)2 interests | 667,866 | 662,294 | | **Total attributable to 2021 realisation shareholders** | **667,866** | **662,294** | | **At fair value in accordance with IFRS 13** | **102,287,689** | **105,268,601** | | Realised gain on redemption of Class R(F)1 and Class R(G)1 interests | - | 2,515,114 | | **Total net realised gain on redemptions** | **-** | **2,515,114** | | Unrealised (loss)/gain recognised in the year | (2,980,912) | 11,516,912 | | **Net (loss)/gain recognised in the Statement of Comprehensive Income** | **(2,980,912)** | **14,032,026** | WWW.MARWYNVALUE.COM | 63 MARWYN # 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 93.17% (2021: 94.17%) of the NAV of the Master Fund, 100% (2021: 100%) of the Class R(F)1 interests which represent 2.50% (2021: 1.88%) of the NAV of the Master Fund, 100% (2021: 100%) of the Class R(G)1 interests which represent 0.83% (2021: 0.58%) of the Master Fund and 100% (2021: 100%) of the Class R(F)2 interests which represent 0.63% (2021: 0.61%) 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. ## Fair value hierarchy 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. 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 (2021: level 3). The Portfolio Company investments are categorised as level 1 fair value measurement if they are quoted in active markets (Zegona, AdvancedAdvT) or as level 3 if they are unquoted investments (Silvercloud). 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 Alpha, MAC II and MAC III 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: | | 31 December 2022 £ | 31 December 2021 £ | | --- | --- | --- | | Opening balance | 105,268,601 | 97,597,788 | | (Loss)/profit included in Statement of Comprehensive Income | (2,980,912) | 14,032,026 | | Disposal of Class R(F) and Class R(G) interests | - | (6,361,213) | | Closing balance | 102,287,689 | 105,268,601 | 64 | # Notes to the Financial Statements 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 2022 | Master Fund | 102,287,689 | NAV | Zero % discount | N/A | | At 31 Dec 2021 | Master Fund | 105,268,601 | NAV | Zero % discount | N/A | ## 7. Loan payable The Master Fund has made a loan to the Company of £125,000 (2021: £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 3 months, which total £129,145 as at 31 December 2022 (2021: £128,554). ## 9. Distributions ### Distributions in 2022: #### Ordinary shares Quarterly interim dividends of 2.265p per ordinary share were paid in February, May, August and November 2022. The quarterly dividends have continued in 2023, with a further payment of 2.265p per ordinary share paid in February 2023. ### Distributions in 2021: #### Ordinary shares Following discussions with the Company's shareholders relating to the Company's implementation of the Ordinary Share Distribution Policy, the share buy-back programme that had been in place since 2018 was suspended and effective from the start of 2021, the Company reverted to the payment of dividends. Pursuant to this, quarterly interim dividends of 2.265p per ordinary share were paid in February, May, August and November 2021. #### Realisation shares In October 2021, the Company announced that funds attributable to realisation shareholders received from the completion of Zegona's tender offer, along with cash held by the Master Fund attributable to realisation shareholders not required to be held for reasonable working capital purposes would be returned to realisation shareholders by way of a redemption of 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 £6.4 million, the distribution to realisation shareholders was effected by way of a redemption of 2,750,985 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 £1,225,609 was paid alongside the redemption of the realisation shares. WWW.MARWYNVALUE.COM | 65 MARWYN # Notes to the Financial Statements ## 10. Share capital and distributions ### Share capital As at 31 December 2022 and 31 December 2021 the authorised share capital was as follows: | 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 | 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. | Shares in issue | 2022 | | | 2021 | | | | --- | --- | --- | --- | --- | --- | --- | | | Ordinary* | Exchange | Total | Ordinary* | Exchange | Total | | As at 1 January | 56,783,912 | 30,970,984 | 87,751,896 | 59,534,897 | 30,970,984 | 90,505,881 | | Redemption | - | - | - | (2,750,985) | - | (2,750,985) | | Exchange | - | - | - | - | - | - | | As at 31 December | 56,783,912 | 30,970,984 | 87,751,896 | 56,783,912 | 30,970,984 | 87,751,896 | | Share capital (€) | 57 | 31 | 88 | 57 | 31 | 88 | ### Share premium | Ordinary shares* | 2022 | 2021 | | --- | --- | --- | | As at 1 January | 61,455,770 | 64,436,254 | | Redemption and exchange | - | (2,980,484) | | As at 31 December | 61,455,770 | 61,455,770 | *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. The weighted average number of shares in issue for the year ended 31 December: | | 2022 | 2021 | | --- | --- | --- | | Ordinary | 55,490,360 | 55,819,238 | | 2016 Realisation | 933,070 | 3,254,449 | | 2021 Realisation | 360,482 | 31,604 | ### (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. 66 | # Notes to the Financial Statements ## (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. In January 2021, the Company announced that following feedback from the Company's significant shareholders on the implementation of this policy, the Board has determined that from the start of 2021, 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 2022, with further quarterly interim dividends of the same amount continuing in February 2023. 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 will 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. WWW.MARWYNVALUE.COM | 67 MARWYN # 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 2022, £nil (2021: £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 2022 (2021:£nil), as the Exchange Procedure was not utilized 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, £nil has been recognised as a realised gains on redemption of interests in the Master Fund (2021: £2,515,114 realised gain). ### 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 2022, the Company owned 97.14% (31 December 2021: 97.25%) 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 2022 and 31 December 2021 on its unquoted investments was as follows (as at both dates, changes arise exclusively from the Company's investment in the Master Fund): | | 2022 £ | 2021 £ | | --- | --- | --- | | Financial assets measured at fair value through profit or loss – ordinary shares | 98,111,816 | 101,937,692 | | Financial assets measured at fair value through profit or loss – 2016 realisation shares | 3,508,007 | 2,668,615 | | Financial assets measured at fair value through profit or loss – 2021 realisation shares | 667,866 | 662,294 | | | 102,287,689 | 105,268,601 | 68 | # Notes to the Financial Statements The following table shows the average monthly performance of the reported NAV of the Company: | | 2022 Analysis of monthly returns | 2021 Analysis of monthly returns | | --- | --- | --- | | Number of periods | 12 | 12 | | Per cent profitable | 33% | 67% | | Average period return | 0.19% | 1.56% | | Average return in profitable months | 2.13% | 2.99% | | Average return in loss making months | (0.78)% | (1.04)% | The impact on net income and equity of the average monthly period returns set out in the above table as at 31 December 2022 and 2021 is as follows: | | Monthly returns | | Impact of Increase | | Impact of Decrease | | | --- | --- | --- | --- | --- | --- | --- | | | Increase (%) | Decrease (%) | Net income (£) | Equity (£) | Net income (£) | Equity (£) | | 2022 | 2.13 | (0.78) | 2,176,288 | 2,176,288 | (799,952) | (799,952) | | 2021 | 2.99 | (1.04) | 3,150,466 | 3,150,466 | (1,096,014) | (1,096,014) | 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. ## Currency risk 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. | | 31 December 2022 £ | 31 December 2021 £ | | --- | --- | --- | | Summary of currency exposure of the Master Fund | | | | Monetary assets in Sterling | 112,786,759 | 115,361,245 | | Non-monetary assets in Sterling | - | - | | Monetary liabilities in Sterling | (385,128) | (478,191) | | Non-monetary liabilities in Sterling | - | - | WWW.MARWYNVALUE.COM | 69 MARWYN # Notes to the Financial Statements ## Liquidity risk 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 extraordinary general meeting 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: | | Less than 1 month 2022 £ | 1-3 months 2022 £ | Less than 1 month 2021 £ | 1-3 months 2021 £ | | --- | --- | --- | --- | --- | | Loan from Master Fund | 125,000 | - | 125,000 | - | | Payables and accruals | 4,146 | - | 3,554 | - | The Company holds, and will continue to hold, a minimum cash balance of £125,000 (2021: £125,000) in respect of the £125,000 loan payable to the Master Fund (2021: £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. 70 | # Notes to the Financial Statements 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. The Master Fund does not expect to incur material credit losses on its financial instruments. At 31 December 2022, 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) and the drawn down facility extended to Silvercloud Holdings. The carrying value of the debt investment is periodically assessed in accordance with IPEV Guidelines and as 31 December 2022, the Silvercloud Holdings facility is considered to be fully recoverable. ## 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) Management fee, investment advisory fee and incentive allocation #### 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 (2021: £ 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 2 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 2 years after the creation of the 2021 realisation pool, the same calculation will be 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 2022 was £2,086,594 (31 December 2021: £2,197,437). #### 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. WWW.MARWYNVALUE.COM | 71 MARWYN # Notes to the Financial Statements ## *Incentive allocation attributable to ordinary shareholders* As at 31 December 2022, the outstanding Class F reference amount was £74,155,708 and the preferred return due to investors was £15,897,320. The Class F gross asset value of £104,100,844, being in excess of the sum of these, resulted in an incentive allocation accrual at the balance sheet date of £5,989,027 (31 December 2021: £5,688,639). The expense relating to the increase in total incentive allocation for Class F for the year was £300,388 (31 December 2021: £4,137,197). ## *Incentive allocation attributable to realisation shareholders* As at 31 December 2022, 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 £3,293,852 resulted in an incentive allocation accrual at the balance sheet date is £658,770 (31 December 2021: £508,920). The outstanding Class R(G)1 reference amount was £1,370,875 and the preferred return due was £1,820,113. The Class R(G)1 gross asset value of £872,988 is all allocated against the outstanding reference amount and accordingly there is no incentive allocation accrual at the balance sheet date (31 December 2021: Nil). The expense relating to the increase in total incentive allocation for Classes R(F)1 and R(G)1 was £149,850 (31 December 2021: £463,722). As at 31 December 2022, the outstanding Class R(F)2 reference amount was £514,397 and the preferred return due to investors was £104,431. The Class R(F)2 gross asset value of £706,233, being in excess of the sum of these, resulted in an incentive allocation accrual at the balance sheet date of £38,367 (31 December 2021: £36,974). The expense relating to the increase in total incentive allocation for Class R(G)2 was £1,393 (31 December 2021: £5,355). 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 £149,500 per annum up to 31 March 2022, adjusted to £162,955 per annum from 1 April 2022. 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: | | Annual fee | Payable from 1 January 2022 to 31 December 2022 | | --- | --- | --- | | 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. ## **(d) Secondment services** Effective from 1 December 2020, Marwyn Jersey Limited, an entity forming part of the Marwyn group, has seconded certain individuals to the Company. Marwyn Jersey Limited charged £90,563 for these services for the year to 31 December 2022 (31 December 2021: £108,333). ## **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. 72 | # Notes to the Financial Statements The Company's capital at 31 December comprises: | | 2022 £ | 2021 £ | | --- | --- | --- | | Share capital | 88 | 88 | | Share premium | 61,455,770 | 61,455,770 | | Special distributable reserve | 26,346,979 | 26,346,979 | | Exchange reserve | 54,386 | 54,386 | | Capital reserve | 3,159,948 | 3,159,948 | | Revenue reserve | 11,270,518 | 14,251,430 | | Total capital | 102,287,689 | 105,268,601 | 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 2022, ordinary shares, 2016 realisation shares and 2021 realisation shares remained outstanding as per Note 10. The information in the Risk section starting on page 74 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 2022 or 31 December 2021 that require disclosure or adjustment in these financial statements. ## 17. VAT Reclaim In November 2012, an underlying investment of the Master Fund, Le Chameau Group plc ("LCG") (formerly Marwyn Management Partners Plc) sold its holding in Praesepe plc, a company operating in the gaming industry. At the time of the sale there was an ongoing dispute between the gaming industry and HMRC on the principle of fiscal neutrality. The basis of the dispute was that some similar forms of gambling were treated differently for VAT purposes and test cases were pursued by The Rank Group Plc and Done Brothers (Cash Betting) Ltd. Based on these test cases, Deloitte LLP and PricewaterhouseCoopers LLP were engaged by Praesepe plc to submit VAT reclaims to HMRC on a contingent fee basis. Certain of these VAT reclaims relate to the period of LCG's ownership and as such, under the terms of the sale agreement, a subsidiary of LCG retained a beneficial interest in the VAT reclaims that related to the period of LCG's ownership. The existence of these contingent VAT reclaims was disclosed in the historic financial statements of LCG and the contingent asset was transferred in 2020 to the Master Fund as part settlement of the outstanding loan between the LCG group and the Master Fund. Following the First-tier Tribunal ruling in favour of The Rank Group Plc, HMRC publicly confirmed that it would not appeal the decision made by the First-tier Tribunal. Over the course of 2022, £4.98 million was agreed and received by the Master Fund and there is sufficient over the recoverability of the remaining amounts to recognise a receivable of £5.02 million as at 31 December 2022. These remain dependent on final settlement with HMRC and whilst the actual amount received may be different, any difference is not expected to be material. The timing of receipt of cash into the Master Fund also remains uncertain; based on the timeline for the settlement of previous claims, it is currently estimated that these amounts will be received in 2023. ## 18. Subsequent events Under the Company's Ordinary Share Distribution Policy, an interim dividend was paid to ordinary shareholders on 24 February 2023 of 2.265p per ordinary share. WWW.MARWYNVALUE.COM | 73 ## Risk (unaudited) The Audit Committee performs a detailed review of the Liquidity risk risks applicable to the Company at least annually and The investment objectives of the Company, the Master reports its findings for the consideration of the Board. Fund and MVI II LP allow them to invest in instruments The Board have a range of knowledge and contacts which may be both illiquid and scarce. Market conditions across the investment industry and are provided regular may increase illiquidity and scarcity and have a generally updates from the Manager, broker, legal counsel and negative impact on the Manager’s ability to identify Administrator to help identify any new risks applicable and execute suitable investments that might generate to the Company. Those risks that are considered most acceptable returns. Market conditions may also restrict significant are included below. the supply of investment assets that may generate acceptable returns and thereby cause “cash drag”’ on the Risks applicable to investing in the Company Company’s performance. Adverse market conditions and their consequences may have a material adverse effect Past performance on the Company’s investment portfolio. To the extent that The past performance of the Company, the Master Fund, there is a delay in making investments, the Company’s MVI II LP, the Manager and the principals of the Manager returns will be reduced. may not be indicative of future performance. Market price Dependence on key individuals It is very unlikely that the market price of the ordinary The success of the Company, the Master Fund and MVI II shares, 2016 realisation shares or 2021 realisation shares LP depends upon the ability of the Manager to develop will fully reflect the underlying value of the investment and implement investment strategies that achieve the made by the Company and the underlying investments Marwyn Fund’s investment objectives. If the Manager held by the Master Fund and MVI II LP which are were to become unable to participate in the investment attributable to any of the share classes. The underlying management of the Funds, the consequence for the investments of the Company may be subject to market Company and the Marwyn Funds would be material and fluctuations and the risks inherent in all investments and adverse and could lead to the premature winding-up of there can be no assurance that an investment will retain the Company and/or Marwyn Funds. its value or that appreciation will occur. Net asset value considerations As well as being affected by the underlying value of The NAV per ordinary share, 2016 realisation share and the assets held, the market value of the ordinary, 2021 realisation share, the NAV of the Master Fund and 2016 realisation or 2021 realisation shares will also be the NAV of MVI II LP is expected to fluctuate over time with influenced by the supply and demand for each class in the the performance of the Company’s, the Master Fund’s market. As such, the market value of the class of shares and/or MVI II LP’s investments. may vary considerably from the underlying value of the Company’s assets attributable to that class. Where, in relation to the calculation of the NAV, there is any conflict between IFRS and the valuation principles Restriction on auditors’ liability set out in the prospectus in relation to the Company, the Cayman Islands law does not restrict the ability of auditors latter principles shall take precedence. to limit their liability. Consequently, the engagement letters in relation to the Company, the Master Fund and MVI II LP Where in relation to the calculation of the NAV of the contain such a provision as well as containing provisions Master Fund there is any conflict between US GAAP indemnifying the auditor in certain circumstances. and the valuation principles set out in the limited partnership agreement of the Master Fund or its offering Handling of mail memorandum, the latter principles shall take precedence. Mail addressed to the Company and/or the Master Fund and received at their respective registered offices is Where in relation to the calculation of the NAV of MVI II scanned and emailed to the Administrator to be dealt LP there is any conflict between IFRS and the valuations with. None of the Company, the Master Fund, the General principles set out in the limited partnership agreement of Partner or any of its or their directors, officers or providers MVI II LP or its private placement memorandum, the latter bear any responsibility for any delay howsoever caused in principles shall take precedence. mail reaching the Administrator as the case may be. 74 | ## Risk (unaudited) Cayman Islands registration Risks Applicable to Investments in the Company The Company is registered in the Cayman Islands. As a result, the rights of the shareholders are governed by the Each series of ordinary shares is not a separate laws of the Cayman Islands and the Articles. The rights of legal entity shareholders under Cayman Islands law may differ from The Company may raise additional finance to invest in the the rights of shareholders of companies incorporated in Master Fund by selling further series of ordinary shares other jurisdictions and the enforcement of such rights to investors. The net proceeds of issue of each series may involve different considerations and may be more of ordinary shares will be invested by the Company in a difficult than would be the case if the Company had been corresponding class of interests in the Master Fund. In incorporated in England and Wales or the jurisdiction of certain circumstances, if the Company incurs a liability a shareholder’s residence. The following are examples: (i) in respect of assets attributable to another series of subject only to the Company’s articles of association, the ordinary shares, the ability of the Company to distribute allotment and issue of securities is under the exclusive profits or repurchase ordinary shares, not only in relation control of the Directors and there are no pre-emption to that series, but also in relation to any other series rights under the Companies Law; (ii) there is no express may be affected because under the Companies Law, the restriction on the Company making loans to Directors ability to distribute profits or repurchase ordinary shares nor the equivalent of substantial property rules for has to be determined by reference to the solvency of the transactions involving Directors under the Companies Company as a whole, rather than on a series by series Law; and (iii) assets of the Company are under the exclusive basis. Liabilities relating to one ordinary share series control of the Directors and the Companies Law does not cannot be ring-fenced. expressly restrict the powers of the Directors to dispose of assets. Examples (i) to (iii) above are intended for the Additionally, the investment assets of the Company purposes of illustration only and are not an exhaustive (i.e. namely, its interests in the ordinary interests and list. Investors should take appropriate independent legal realisation share interests of the Master Fund), are not advice to determine if they are afforded protections they legally segregated and so assets held by the Company and consider are necessary for their specific circumstances. attributed to any class of realisation shareholders may be required to be liquidated to meet liabilities attributable to The Cayman Islands courts ordinarily would be expected ordinary shareholders (or vice versa). to follow English case law precedents which permit a minority shareholder to commence a representative Risk of not obtaining distributing or reporting status action against or derivative actions in the name of the There is no guarantee that the Company will continue to company to challenge (i) an act which is ultra vires the obtain distributing or reporting status for UK taxation company or illegal, (ii) an act which constitutes a fraud purposes in relation to the ordinary shares. There is against the minority and the wrongdoers are themselves therefore a risk that any gain realised on any disposal of in control of the company, and (iii) an irregularity in the ordinary shares will be taxed as income in the UK, rather passing of a resolution which requires a qualified (or than capital gain. special) majority. In the case of a company (not being a bank) having a share capital divided into shares, the courts Sole purpose may, on the application of members holding not less than The Company has been established with the sole one fifth of the shares of the company in issue, appoint purpose of investing in the Master Fund. The success of an inspector to examine the affairs of the company and the Company therefore depends on the success of the to report thereon in such manner as the courts will direct. Master Fund and its ability to successfully implement its Any shareholder of a company may petition the courts investment strategy. Identification and exploitation of the which may make a winding-up order if the courts are of investment strategies to be pursued by the Master Fund the opinion that it is just and equitable that the company involve a high degree of uncertainty. should be wound up. Generally, claims against a company by its shareholders must be based on the general laws of Limited redemption rights contract or tort applicable in the Cayman Islands or their The Company has no right of redemption in relation to individual rights as shareholders as established by the the Class F interests, Class R(F)1 interests, Class R(G)1 company’s memorandum and articles of association. 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. WWW.MARWYNVALUE.COM | 75 ## Risk (unaudited) ### The Company does not exercise control over the • interests in Le Chameau held by the Master Fund Master Fund or MVI II LP attributable to realisation share interests will only The Company, in its capacity as an investor, has no be sold when the Master Fund disposes of interests opportunity to control the day-to-day operation, including in Le Chameau attributable to ordinary share investment and disposition decisions made by the interests on a simultaneous basis. All disposals Manager on behalf of the Master Fund or MVI II LP, the will be pro rata between the holdings attributable resolution of potential or actual conflicts of interest that to the realisation share interests and the ordinary may arise, distributions by the Master Fund or MVI II LP share interests; and or the appointment or removal of service providers to the Master Fund or MVI II LP. The Company does not have the ### • to the extent that the Master Fund and MVI II opportunity to evaluate the relevant economic, financial and other information that is utilised by the Manager in its LP make follow-on investments in any Portfolio evaluation and selection of investments, does not receive Companies held by both, this will be pro rata to the the detailed financial information regarding investments holdings of the Master Fund and MVI II LP in such that is available to the Manager and has no right to be shares on the date of such follow-on investment, informed about actual or potential conflicts of interest. provided that the Master Fund shall not be required to make a follow-on investment to the The Master Fund has adopted the amended distribution extent it does not have cash available to fund such policy in relation to Class F, Class R(F)1, Class R(G)1 and investment having regard to its working capital Class R(F)2 interests in the Master Fund. However, the requirements as agreed with the general partner of Company has no control over the amount or timing of the Master Fund (with the prior written agreement any redemptions by the Master Fund or MVI II LP or other of the Board). distributions which may be used to fund extraordinary distributions. The use of a structure which includes the Master Funds may also create a conflict of interest in that different tax The Master Fund, as a limited partner in MVI II LP, has no considerations for investors in the Company, the Master control over the investment or disposal decisions of MVI Fund and/or MVI II LP may cause the Master Fund and/ II LP or timing of any redemptions or other distributions or MVI II LP to structure or dispose of an investment in by MVI II LP. a manner that is more advantageous to one group than the other. Conflictsofinterest The Master Fund and MVI II LP (together the “Master In any case where a Director is actually or potentially Funds”) are subject to a number of actual and potential conflicted, this conflict is disclosed to the Board and that conflicts of interest with the Company and with each other. Director will not be considered in the quorum for any The Company (or, as appropriate, other relevant parties) resolutions relating to the matter. aims to manage such conflicts to prevent a material risk of damaging any investor’s interest. Where this is not Class consents possible the conflicts are disclosed. Certain actions by the General Partner in respect of the Master Fund require the written consent of investors in Certain inherent conflicts arise from the fact that the that Class. Where the Directors allow holders of ordinary Manager and its affiliates provide investment management shares or realisation shares to vote on a matter for which services to both Master Funds and the Company. the General Partner is seeking investor consent and, if the resolution is passed by a simple majority of those In order to ensure an equitable management of the voting in person or by proxy at a meeting of the holders potential conflicts of interest that could arise in managing of the relevant shares, the Directors will give consent to the interests of ordinary shareholders and each class of the General Partner in respect of all of the Company’s realisation shareholders, the Master Funds have agreed interests in the relevant Class. The Company will not split the following policies: its consent in accordance with the votes of the holders of the relevant series of shares. ### • interests in Portfolio Companies held by the Master Fund (with the exception of interests in Le Chameau) 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; 76 | ## Risk (unaudited) Value and liquidity of the shares Depository Interests The shares of publicly traded companies can have limited Securities issued by non-UK registered companies, such liquidity and their share prices can be highly volatile. The as the Company, cannot be held or transferred in the price at which the shares will be traded and the price CREST system. However, to enable shareholders to settle at which investors may realise their investment will be such securities through the CREST system, a depository influenced by a large number of factors, some specific to or custodian can hold the relevant securities and issue the Company and its operations, and others which may dematerialised depository interests representing the affect companies operating within a particular sector or underlying shares which are held on trust for the holders quoted companies generally. Prospective investors should of these depository interests. be aware that the value of the shares could go down as well as up, and investors may therefore not recover their Voting rights original investment. Furthermore, the market price of Under the Articles, only those persons who are the shares may not reflect the underlying value of the shareholders of record are entitled to exercise voting Company’s net assets. There is also no guarantee that any rights. Persons who hold ordinary shares or realisation discount control mechanisms employed by the Board and shares in the form of depository interests will not be the Manager will be effective at managing the level of any considered to be record holders of such shares that are discount. on deposit with the depository and, accordingly, will not be able to exercise voting rights. However, the deed poll There is no reliable liquid market for the Company’s which created the depository interests (the “Deed Poll”) interest in the Master Fund and the valuation of Portfolio provides that the depository shall pass on, as far as it is Companies may involve the general partners of the reasonably able, rights and entitlements to vote. In order Master Fund and MVI II LP exercising judgement. This is to direct the delivery of votes, holders of depository particularly the case in the context of the Master Fund’s interests must deliver instructions to the depository by investment in Le Chameau which is comprised of unlisted the specified date. securities and debt investment for which there is no liquid market. There can be no guarantee that the basis Neither the Company nor the depository can guarantee of calculation of the value of Portfolio Companies used that holders of depository interests will receive the notice in the valuation process will reflect the actual value on in time to instruct the depository as to the delivery of votes realisation of those investments. in respect of shares represented by depository interests and it is possible that they will not have the opportunity Additionalfinancinganddilution to direct the delivery of votes in respect of such shares. If the Company issues further series of ordinary shares, In addition, persons who beneficially own shares that are whilst these will not dilute the economic interests of the registered in the name of a nominee must instruct their existing classes in the Master Fund, the additional ordinary nominee to deliver votes on their behalf. shares will carry rights to vote at general meetings of the Company and will therefore dilute shareholders’ voting Neither the Company nor any nominee can guarantee rights accordingly. The Directors may seek debt finance that holders of depository interests will receive any notice to fund the expansion of the Company. There can be no of a solicitation of votes in time to instruct nominees to assurance that the Company will be able to raise such deliver votes on behalf of such holders and it is possible debt funds, whether on acceptable terms, or at all. If that holders of depository interests and other persons debt financing is obtained, the Company’s ability to raise who hold ordinary shares or realisation shares through further finance, and its ability to operate its business, may brokers, dealers or other third parties will not have the be subject to restrictions. opportunity to exercise any voting rights. Registration under the US Investment Company 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. WWW.MARWYNVALUE.COM | 77 ## Risk (unaudited) Limitation of liability United States ownership and transfer restrictions The Deed Poll contains provisions excluding and limiting There are restrictions on the purchase of ordinary shares the depository’s liability to holders of depository interests. by or transfers to investors who are located in the United For example, the depository will not be liable to any holder States or who are US persons (as defined in the United of depository Interests or any other person for liabilities States Securities Act of 1933, as amended) or who acquire in connection with the performance or non-performance ordinary shares or realisation shares for the account of obligations under the Deed Poll or otherwise except or benefit of US persons. For a complete description of as may result from its negligence or willful default or the these ownership and transfer restrictions please refer to fraud of any custodian or agent which is not a member of section 4 of Part VIII of the prospectus published by the its group unless it has failed to exercise reasonable care Company on 19 October 2016. in the appointment and continued use and supervision of such custodian or agent. Furthermore, except in the case In the event that ordinary shares are acquired by persons of personal injury or death, the depository’s liability to a who are not qualified to hold the ordinary shares or holder of depository interests will be limited to the lesser realisation shares, such ordinary shares are subject to of: (i) the value of shares and other deposited property provisions requiring forfeiture and/or compulsory transfer properly attributable to the depository interests to which as described in section 3 of Part VIII of that prospectus. the liability relates; and (ii) that proportion of £10 million which corresponds to the portion which the amount the Other jurisdiction tax considerations depository would otherwise be liable to pay to the holder Although the Directors intend that, insofar as it is within of the depository interests bears to the aggregate of the their control, the affairs of the Company are conducted in amounts the depository would otherwise be liable to pay such a way that the Company is tax resident in Jersey only. all such holders in respect of the same act, omission or There can be no guarantee that all of the requirements to event which gave rise to such liability or, if there are no ensure this will, at all times, be satisfied and the Company such amounts, £10 million. will not be considered tax resident in jurisdictions other than Jersey. 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. 78 | WWW.MARWYNVALUE.COM | 79 ## Look-Through Portfolio Information (unaudited) As at 31 December 2022 Le Chameau (Silvercloud) | Platform acquisition date | October 2012 | % voting rights held by the Marwyn Funds | 50.0% | | --- | --- | --- | --- | | Carrying value attributable to the | £19.0m | % attributable to the Company’s | 43.5% | | Company’s ordinary shares | | ordinary shares | | | Carrying value attributable to the | £2.2m | % attributable to the Company’s 2016 | 4.9% | | Company’s 2016 realisation shares | | realisation shares | | | Carrying value attributable to the | £0.1m | % attributable to the Company’s 2021 | 0.3% | | Company’s 2021 realisation shares | | realisation shares | | Includes equity and debt into the Le Chameau operating group and excludes other investments made by its holding company. The Marwyn Funds hold 100% of the voting rights of Silvercloud Holdings Limited, which in turn holds 50% of the voting rights of Le Chameau Holdings Limited AdvancedAdvT Limited Platform acquisition date Minority stake % voting rights held by the Marwyn Funds 15.4% acquired January 2022 | Carrying value attributable to the | £11.8m | % attributable to the Company’s | 11.7% | | --- | --- | --- | --- | | Company’s ordinary shares | | ordinary shares | | | Carrying value attributable to the | £-m | % attributable to the Company’s 2016 | -% | | Company’s 2016 realisation shares | | realisation shares | | | Carrying value attributable to the | £0.1m | % attributable to the Company’s 2021 | 0.1% | | Company’s 2021 realisation shares | | realisation shares | | Marwyn Acquisition Company II Limited Platform acquisition date Yet to acquire a % voting rights held by the Marwyn Funds 75.0% platform asset | Carrying value attributable to the | £9.5m | % attributable to the Company’s ordinary | 56.8% | | --- | --- | --- | --- | | Company’s ordinary shares | | shares | | | Carrying value attributable to the | £-m | % attributable to the Company’s 2016 | -% | | Company’s 2016 realisation shares | | realisation shares | | | Carrying value attributable to the | £0.06m | % attributable to the Company’s 2021 | 0.4% | | Company’s 2021 realisation shares | | realisation shares | | 450 plc | | Yet to acquire a | % voting rights held by the Marwyn Funds | 95.3% | | --- | --- | --- | --- | | Platform acquisition date | platform asset | | | | Carrying value attributable to the | £4.9m | % attributable to the Company’s ordinary | 73.5% | | Company’s ordinary shares | | shares | | | Carrying value attributable to the | £-m | % attributable to the Company’s 2016 | -% | | Company’s 2016 realisation shares | | realisation shares | | | Carrying value attributable to the | £0.03m | % attributable to the Company’s 2021 | 0.5% | | Company’s 2021 realisation shares | | realisation shares | | 80 | ## Look-Through Portfolio Information (unaudited) As at 31 December 2022 Zegona Communications | Platform acquisition date | August 2015 | % voting rights held by the Marwyn Funds | 12.5% | | --- | --- | --- | --- | | Carrying value attributable to the | £0.4m | % attributable to the Company’s | 8.9% | | Company’s ordinary shares | | ordinary shares | | | Carrying value attributable to the | £0.1m | % attributable to the Company’s 2016 | 1.3% | | Company’s 2016 realisation shares | | realisation shares | | | Carrying value attributable to the | £0.0m | % attributable to the Company’s 2021 | 0.1% | | Company’s 2021 realisation shares | | realisation shares | | Acquisition Companies MAC III MAC ALPHA Carrying value attributable to the £9.5m £0.5m Company’s ordinary shares Carrying value attributable to the £-m £-m Company’s 2016 realisation shares Carrying value attributable to the £0.06m £-m Company’s 2021 realisation shares % voting rights held by the 75.0% 90.0% Marwyn Funds % attributable to the Company’s 56 9% 69.8% ordinary shares % attributable to the Company’s 2016 -% -% realisation shares % attributable to the Company’s 2021 0.4% -% realisation shares WWW.MARWYNVALUE.COM | 81 ## Advisers (unaudited) | Registered office | Legal Advisers to the | | --- | --- | | PO Box 309 | Company as to English law | | Ugland House | TraversSmithLLP | | Grand Cayman KY1 – 1104 | 10 Snow Hill | | Cayman Islands | London EC1A 2AL | United Kingdom Manager of the Company, the Master | Fund, MVI II LP, MVI II Co-Invest LP and | Legal Advisers to the Company | | --- | --- | | MVI II DCI I LP | as to Cayman Law | | Marwyn Investment Management LLP | Maples and Calder | | 11 Buckingham Street | PO Box 309 | | London WC2N 6DF | Ugland House | | United Kingdom | Grand Cayman KY1-1104 | Cayman Islands Auditor | BakerTillyChannelIslandsLimited | Administrator to the Company | | --- | --- | | 1st Floor Kensington Chambers | Aztec Financial Services (Jersey) Limited | | 46/50 Kensington Place | Aztec Group House | | St Helier | 11-15 Seaton Place | | Jersey JE4 0ZE | St Helier | | Channel Islands, British Isles | Jersey | JE4 0QH Registrar Channel Islands, British Isles Link Asset Services | Mont Crevelt House | Corporate Broker | | --- | --- | | St. Sampson | Liberum Capital Limited | | Guernsey GY2 4JN | Ropemaker Place, Level 12 | | Channel Islands, British Isles | 25 Ropemaker Street | London EC2Y 9LY United Kingdom 82 | WWW.MARWYNVALUE.COM | 83 MARWYN # Defined Terms (unaudited) The following terms have the following meanings in this annual report and financial statements. | 450 | 450 plc (formerly Marwyn Acquisition Company 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 | | Bradshaw Taylor | Bradshaw Taylor Limited | | 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 | 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 prospectus published by the Company on 19 October 2016 | | Euskaltel | Euskaltel, S.A. | | EV | Enterprise value | | FCA | Financial Conduct Authority | | IFRS | International Financial Reporting Standards as adopted by the European Union | | Investment | securities in any of the Marwyn Funds | | IPEV Guidelines | the International Private Equity and Venture Capital valuation guidelines as amended | | IPO | Initial Public Offering | | Le Chameau | The Le Chameau operating group, the Master Fund's investment in which is held through Silvercloud Holdings Limited | | Liberum | Liberum Capital Limited | | London Stock Exchange or LSE | London Stock Exchange plc | | LTIP | Long Term Incentive Plan | | 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 (Withdrawal) Act 2018, as amended | The UK version of EU Regulation 596/2014 which forms part of UK law by virtue of the European Union | | 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 | | MLTI | Marwyn Long Term Incentive LP | | MVI II LP | Marwyn Value Investors II LP | | NAV | Net Asset Value | | Net Capital Gain | has the meaning given to it in the Company's RNS announcement dates 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 circular, 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 | | PWC | PricewaterhouseCoopers LLP | | 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 | | SORP | Statement of Recommended Practice | | SPAC | Special Purpose Acquisition Vehicle | | Specialist Fund Segment or SFS | the specialist fund segment of the main market of London Stock Exchange plc | | Sterling | British Pounds Sterling | | Zegona | Zegona Communications plc | 84 | ## Disclaimer (unaudited) The report of the Manager (“Manager’s Report”) is Company’s financial position, business strategy, plans issued by Marwyn Investment Management LLP, a Firm and objectives of management for future operations and authorised and regulated by the FCA, in connection with any statements preceded by, followed by or that include the Company, the Master Fund, MVI II LP and any other forward-looking terminology such as the words “targets”, funds managed by the Manager (collectively, the Marwyn “believes”, “estimates”, “expects”, “aims”, “intends”, “can”, Funds). “may”, “anticipates”, “would”, “should”, “could” or similar expressions or the negative thereof. Such forward- The Manager’s Report does not constitute a prospectus looking statements involve known and unknown risks, or offering document relating to the Marwyn Funds, nor uncertainties and other important factors beyond the does it constitute or form part of any offer or invitation control of the Marwyn Funds that could cause the actual to purchase, sell or subscribe for, or any solicitation of results, performance or achievements of the Marwyn any such offer to purchase, sell or subscribe for, any Funds to be materially different from future results, securities in the Marwyn Funds (an “Investment”) nor performance or achievements expressed or implied shall the Manager’s Report or any part of it, or the fact by such forward-looking statements. Such forward- of its distribution, form the basis of, or be relied on in looking statements are based on numerous assumptions connection with, any contract therefor. regarding the present and future business strategies of the Marwyn Funds and the environment in which the Persons who wish to make an Investment are reminded Marwyn Funds will operate in the future. that any such Investment should only be made on the basis of the information contained in materials provided These forward-looking statements speak only as at for that purpose for your consideration and not on the the date of the Manager’s Report. Investing in the information contained in the Manager’s Report. No Company involves certain risks, as detailed in these reliance may be placed, for any purposes whatsoever, on financial statements, and as described more fully in the the information contained in the Manager’s Report or on prospectus published by the Company on 19 October its completeness and the Manager’s Report should not 2021. be considered a recommendation by the Manager or any member of the Marwyn group or any of their respective Indices are used solely for comparison purposes. advisers or affiliates or the Marwyn Funds (the Relevant There are limitations in using indices for comparison Entities) in relation to an Investment. purposes because, among other reasons, such indices may have different volatility, diversification, credit, and No representation or warranty, express or implied, is other material characteristics (such as number or type given by or on behalf of the Relevant Entities or any of of instrument or security). Whilst investors can invest their respective directors, partners, officers, employees, in index tracker funds, they cannot invest directly in an advisers or any other persons as to the accuracy, index. FTSE All-Share Source: London Stock Exchange fairness or sufficiency of the information or opinions Group plc and its group undertakings (collectively, contained in the Manager’s Report and none of the the “LSE Group”). © LSE Group 2023. FTSE Russell is a information contained in the Manager’s Report has trading name of certain of the LSE Group companies. been independently verified by the Relevant Entities or “FTSE Russell®” is a trade mark of the relevant LSE any other person. Save in the case of fraud, no liability Group companies and is/are used by any other LSE is accepted for any errors, omissions or inaccuracies in Group company under license. All rights in the FTSE such information or opinions. Russell indexes or data vest in the relevant LSE Group company which owns the index or the data. Neither The distribution of this document in certain jurisdictions LSE Group nor its licensors accept any liability for any may be restricted by law and the persons into whose errors or omissions in the indexes or data and no possession this document comes should inform party may rely on any indexes or data contained in this themselves about, and observe, any such restrictions. communication. No further distribution of data from the LSE Group is permitted without the relevant LSE Group The Manager’s Report includes “forward-looking company’s express written consent. The LSE Group does statements” which includes all statements other not promote, sponsor or endorse the content of this than statements of historical facts, including, without communication. limitation, those regarding the Master Fund’s and the WWW.MARWYNVALUE.COM | 85 MARWYN VALUE INVESTORS LIMITED