Title: Microsoft Word - 2024 MVIL Ords - Investor Information Document URL Source: https://doc.morningstar.com/document/97e6ba23178aae6ba0ba1afc77c2f081.msdoc/?clientid=ajbell&key=805803a4ca9fc338 Markdown Content: # MARWYN VALUE INVESTORS LIMITED INVESTOR INFORMATION DOCUMENT ORDINARY SHARES Purpose There is no requirement for investors to receive a regulated Key Information Document before buying these shares, however, to provide you with certain important information about these shares, this document has been prepared. It is not marketing material. It helps you understand the nature, risks, costs, potential gains and losses of these shares and to help you compare it with other products. Other documents are also available to help you understand the potential gains and losses of these shares which can be found on the Company’s website. Product Name of Product Ordinary shares of 0.0001p nominal value in Marwyn Value Investors Limited (“ Ordinary Shares ”) Name of PRIIP manufacturer Marwyn Value Investors Limited (the “ Company ”) International Securities Identification Number KYG5897M1740 Website www.marwynvalue.com Telephone number for more information +44 (0) 207 004 2700 Date of production of this document 31 December 2024 You are about to purchase a product that is not simple and may be difficult to understand What is this product? Type Marwyn Value Investors Limited in an exempted company registered in the Cayman Islands. Save for payments of dividends or other returns pursuant to the Company's ordinary share distribution policy (as detailed in the circular, published by the Company in August 2018, available on the Company's website), the Company is not expecting to pay you and you are expected to generate returns through selling your shares through a bank or stockbroker. The Ordinary Shares have no fixed maturity date. Objectives The Company’s investment objective is to achieve long-term capital appreciation through investment. Full detail is provided in the Company's Prospectus, available on the Company’s website. Intended retail investor The Ordinary Shares are listed on the Specialist Fund Segment of the London Stock Exchange's Main Market and as such are intended only for institutional, professional, professionally advised and knowledgeable investors. The Ordinary Shares are not intended for retail investors. What are the risks and what could I get in return? Risk indicator The summary risk indicator is a guide to the level of risk of this product compared to other products. It shows how likely it is that the product will lose money because of movements in the markets. We have classified this product as 5 out of 7, which is a medium-high risk class. This rates the potential losses from future performance at a medium-high level, and poor market conditions will likely impact your returns. The whole amount of your invested capital in the Company is at risk and there can be no guarantee that you will get back any or all of the amount invested on a sale of shares in the Company. The price at which shares in the Company are sold in the market has not historically tracked the Company's net asset value per share. # 1 2 3 65 7 # Lower risk Higher Risk # ! The risk indicator assumes you keep the product for 5 years. The actual risk can vary significantly if you cash in at an early stage and you may get back less. You may not be able to sell your product easily or you may have to sell at a price that significantly impacts on how much you get back. This product does not include any protection from future market performance so you could lose some or all of your investment. # 4MARWYN VALUE INVESTORS LIMITED INVESTOR INFORMATION DOCUMENT ORDINARY SHARES Investment Performance Information As the Ordinary Shares are traded on the Specialist Fund Segment of the London Stock Exchange, their listed share price is determined by the amount that one investor will pay to buy the shares from another. This price is determined by many factors, including the underlying net asset value of the Company’s underlying investments, but as each of these factors may impact the share price independently, the share price may not change directly with the underlying net asset value and the discount at which the shares trade to the underlying net asset value may change. What are the risks and what could I get in return? Marwyn Value Investors Limited is a publicly traded company whose Ordinary Shares are currently invested in an underlying portfolio that predominantly comprises acquisition vehicles that are either seeking their initial business acquisition or have acquired an operating business in the last couple of years and are in the process of pursuing further acquisition opportunities. As such, in line with the Company’s strategy, it is not expected that any investment realisations will occur in the short to medium term. The Company is well placed to generate returns, and hence increase the Company’s net asset value, from these portfolio companies taking advantage of a wide range of acquisition opportunities currently being seen in the market. There are a number of factors likely to affect future returns for investors, including but not limited to: (i) the ability of the underlying portfolio companies to execute their stated investment strategies, complete acquisitions of an initial operating business (where they have not yet done so) and subsequent complementary acquisitions, successfully integrate those businesses and then ultimately increase their listed share price to reflect the value of the business (or where unlisted, increase the fair value of the business) and the timescale in which this can be achieved; and (ii) the fact that the Company’s listed shares generally trade at a discount and therefore an investor is unlikely to be able to realise the underlying net asset value when exiting their investment on the secondary market. The Company and the investments attributable to the Ordinary Shares are susceptible to macro-economic factors and a slowdown in economic growth, weakening confidence, inflation and interest rates (amongst other factors) may affect the ability of the portfolio companies to execute their strategies, or the market view on pricing may affect the listed share price of both the portfolio companies and the Company, resulting in a change to the discount to net asset value at which the shares are priced. Any investment in the Company should made on a long-term basis, with the expectation being that each underlying portfolio company will be held for a period of at least 5-7 years. Due to the inherent uncertainties in the investment strategy set out above, you should be prepared to lose your entire investment. What could affect my return positively? The Company’s underlying investment portfolio comprises predominantly early-stage acquisition vehicles looking to execute their investment strategies and acquire operating businesses, either as an initial platform, or for those vehicles that have completed their platform acquisition, to further develop the existing business. The investment portfolio is therefore well placed to take advantage of the high number of acquisition opportunities currently being seen in the market. Whilst these early-stage businesses are high risk, they also come with the potential of high returns if they successfully execute their buy and build strategies. Please refer to the Company's Prospectus (available on the Company's website) for further information on these strategies. This should positively impact on their share prices and in turn the net asset value of the Company. The portfolio companies either already hold significant cash balances to fund future acquisitions, or have clearly defined paths to generate further capital. As noted above, many other factors impact on the Ordinary Share price, all or any of which may result in the share price changing at a different rate to the underlying net asset value. The Ordinary Shares currently trade at a significant discount to the net asset value of the Company; if the share price changes at a different rate to the underlying net asset value, this discount may narrow or widen. What could affect my return negatively? The early-stage acquisition vehicles are high risk investments as there is no guarantee that those portfolio companies will be able to complete an initial acquisition (if not already done so) or further acquisitions to execute their intended strategies successfully. The failure to complete a successful acquisition could result in significant transaction expenses being incurred, which would reduce the cash held by the vehicle and likely have an impact on their share price which would, in turn, impact on the net asset value of the Company. It may also not be possible to realise the full value of the portfolio companies on a timescale that is attractive to the Company and this may impact on the ability to support further acquisition companies in the future. Poor investment decisions and poor execution of the portfolio companies’ strategies could negatively affect returns. Capital is at risk and it is possible that you could lose your entire investment. Please refer to the Risk Factors Section of the Company’s prospectus and the Company’s latest financial statements for further details. Under extreme market conditions, there is a risk that the Company’s shares could reduce significantly in value and it is possible that you could lose your entire investment. MARWYN VALUE INVESTORS LIMITED INVESTOR INFORMATION DOCUMENT ORDINARY SHARES What are the costs? This disclosure has been prepared with reference to the Financial Conduct Authority’s Statement on forbearance in relation to investment trust disclosure requirements dated 19 September 2024. It does not seek to comply with the requirements of the PRIIPS Regulation in this regard and the Company is no longer required to produce a KID following a decision by the UK government and the FCA. Costs taken from the Company over the course of a year The ongoing charges ratio ("OCR") covers all aspects of operating the Company during the financial year including the management fee and all other operating expenses and excluding interest charges on any borrowing and any performance fee payable, in accordance with the guidelines issued by the AIC. The OCR is expressed as a percentage of the average daily net assets during the year. The OCR is based on historical information and provides shareholders with an indication of the likely level of costs that will be incurred by the Company in the future. 2024 2023 2022 2021 Ongoing charges ratio 3.45% 3.57% 3.45% 3.78% As detailed below, carried interests are charged at 20% of profits, subject to a preferred return to investors of 7.5%. As expenses reduce profits, the total carried interest is also reduced, with the effect that the Net Asset Value (“NAV”) impact of expenses is, at present, 80% of the quoted OCR. As an example, with an average NAV of £100m, £1m of expenses would equal an OCR of 1%. However, the carried interest charge would be reduced by £200k (20% of £1m), resulting in a net impact on NAV of 0.8%. Direct costs taken from you The table below shows: #  the impact each year of the different types of costs on the investment return you might get at the end of the recommended holding period; and #  the meaning of the different cost categories. As the Ordinary Shares are traded on a secondary market, the costs of the company do not have a direct and equivalent impact on the value of your investment, which is determined by the secondary market traded price. However, costs are incurred by the Company, which reduce the Net Asset Value of your investment, as detailed in the OCR section above. This table shows the impact on return per year One-off costs Entry costs 0.00% No entry costs are payable by you to the Company or its manager when you acquire Ordinary Shares, but your broker may charge you to buy shares. Exit costs 0.00% No exit costs are payable by you to the Company or its manager when you dispose of Ordinary Shares, but your broker may charge you to sell shares Ongoing costs Portfolio transaction costs 0.00% No portfolio transaction costs, relating to the buying and selling of underlying investments, are payable by you to the Company or its manager. You should be aware that portfolio transaction costs may be incurred by the Company and are included in the OCR figures quoted above. Other ongoing costs 0.00% No management, advisory or other ongoing fees are payable by you to the Company, its manager or other service providers. You should be aware that ongoing costs are incurred by the Company as are included in the OCR figures quoted above. Incidental costs Performance fees 0.00% The Company does not pay a performance fee. Carried interests 0.00% No carried interest payments are payable by you to the Company, or its manager. You should be aware that a carried interest amount is payable by the Company to its manager amounting to 20 per cent. of certain profits over a preferred return to investors of 7.5%. Further details are provided in the Company’s Annual Accounts and Prospectus. MARWYN VALUE INVESTORS LIMITED INVESTOR INFORMATION DOCUMENT ORDINARY SHARES How long should I hold it and can I take money out early? Recommended holding period: 5 years Listed funds are designed to be long term investments and the returns from them can be volatile during their life. As the Company’s shares are listed on the Specialist Fund Segment of the London Stock Exchange, you can expect to sell them at any time through your bank or stockbroker, provided there is a buyer for the shares. How can I complain? As a shareholder of the Company, you do not have the right to complain to the Financial Ombudsman Service about the management of the Company. If you have any complaints about the Company, you may lodge your complaint: #  via email to marwyn@palmerfs.com #  in writing to Palmer Fund Services (Jersey) Limited, 1 Grenville Street, St Helier, Jersey, JE2 4UF Other relevant information We are required to provide you with further documentation, such as the Company's annual and interim reports. These documents and other information relating to the Company are available at www.marwynvalue.com . Past performance is not indicative of future performance. The price of the Company’s shares can go down as well as up.