Further to Marywn Value Investors Ltd (LON:MVI) announcement on 7 September 2021, Zegona Communications plc has confirmed the results of its tender offer at a price of £1.535 per Zegona ordinary share.
The Marwyn Funds1 have successfully tendered 98.2% of their Zegona shareholding, generating proceeds of £45.4 million attributable to the Company’s ordinary shares (representing £0.813 per ordinary share) and £6.7 million attributable to the Company’s realisation shares (representing £1.815 per realisation share). Receipt of the proceeds is expected by 14 October 2021. The Company has already made returns to shareholders significantly in excess of the 50% of net capital gains as set out in the Ordinary Share Distribution Policy and therefore no cash return is due to ordinary shareholders from the Zegona tender offer. The proceeds will be used to:
(i) support the Group’s current dividend policy; currently 9.06p per Ordinary Share per annum split into four equal quarterly payments; and
(ii) to support the existing portfolio of Marwyn acquisition vehicles (AdvancedAdvt, Marwyn Acquisition Company, Marwyn Acquisition Company II and Marwyn Acquisition Company III) and Silvercloud Holdings.
Completion of the tender offer represents a 1.4x cash multiple and 8.1% IRR for the Marwyn Funds over the life of our investment to date, valuing the residual holding in Zegona at the same value as the tender offer price.
Following completion of the tender offer, Zegona will retain sufficient capital to continue to execute its original ‘Buy-fix-sell’ strategy in the European TMT sector. Zegona’s directors intend for the company to invest in one or more strategically sound businesses that require active change to realise full value, creating long-term returns through fundamental business improvements, with a focus on network-based communications and entertainment.
Mark Brangstrup Watts, Managing Partner of Marwyn Investment Management LLP, commented: “The sale of Euskaltel represents completion of Zegona’s ‘Buy-fix-sell’ strategy in Spain. The offer by Masmovil to acquire Euskaltel pays testament to the success of their strategy over the last 6 years. We would like to thank Eamonn, Robert and the Zegona and Euskaltel management teams for their continued hard work and commitment over this time.”
Robert Ware, MVIL Chairman, commented: “The exit of the investment in Zegona further demonstrates the ability of the Manager’s strategy to deliver shareholder value, with the proceeds received providing the capital to support the next phase of management-led acquisition companies as the Manager continues to progress a strong pipeline of management partners and target opportunities.”
Realisation shares
The £6.7m attributable to the Company’s realisation shareholders will be paid to realisation shareholders (net of any crystallised incentive allocation) in due course following receipt. A further announcement will be made to inform realisation shareholders of the process by which such capital shall be returned to them.
1The Marwyn Funds comprise the Company, Marwyn Value Investors LP (the “Master Fund”), Marwyn Value Investors II LP and MVI II Co-Invest LP.
