Acquisition of InvestAcc and Fundraising
28/06/2024 07:58
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RNS Number : 3262U Marwyn Acquisition Company II Ltd 28 June 2024
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE UK PROSPECTUS
REGULATION RULES OF THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") AND DOES NOT
CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. A COPY OF THE
PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH ADMISSION AND
RE-ADMISSION WILL, WHEN PUBLISHED, BE AVAILABLE FOR INSPECTION AT THE
COMPANY'S WEBSITE WWW.MArwynac2.com.
28 June 2024
MARWYN ACQUISITION COMPANY II LIMITED ("MAC II" OR "COMPANY") TO ACQUIRE
INVESTACC
PLACING AND SUBSCRIPTION TO RAISE £30 MILLION
SUSPENSION OF SHARES
MAC II announces that its subsidiary, MAC II UK Limited ("Bidco"), has entered
into binding agreements to acquire 100 per cent. of the issued share capital
of InvestAcc Group Limited ("InvestAcc") a leading pensions services provider
for £41.5 million, representing an enterprise value of approximately £36
million on a cash-free debt-free basis ("Acquisition"). The Acquisition is to
be funded via an institutional Placing and Subscription. On Completion, MAC II
is to be renamed InvestAcc Group Limited.
MAC II was founded by Marwyn and Mark Hodges. Marwyn has a long track record
of building UK public companies and creating industry leaders, having launched
12 comparable acquisition vehicles that have undertaken ambitious
buy-and-build agendas across sectors including, Advanced Computer Software,
BCA Marketplace, Breedon Aggregates and Entertainment One.
MAC II's strategy is to build the UK's leading specialist pensions
administration business in the public markets with an initial focus on the
SIPP segment, a highly attractive investment opportunity. InvestAcc is the
first and key step in executing this strategy.
InvestAcc is an award-winning provider of self-invested personal pension
("SIPP") and small self-administered scheme ("SSAS") services in the UK. MAC
II believes that InvestAcc provides the optimal strategic platform to create
value through a SIPP buy and build strategy. The business benefits from being
a leading UK personal pension administrator, having a proven track record of
delivering exceptional customer service, scalable operations and
infrastructure, a strong financial profile and a sustainable organic growth
trajectory. All of the management team, including the founder, are expected to
stay with the business post completion.
MAC II Chairman Mark Hodges commented: "We have long admired InvestAcc Group,
a leading UK personal pension administrator with a loyal and growing customer
base. With a greater focus on savings, changing demographics and a growing
reliance on the family, the pensions administration industry plays an
important role in securing financial independence and security for customers
over the long-term. We look forward to investing further in InvestAcc's
proposition and unlocking an ambitious M&A agenda to build the UK's
leading specialist pensions administrator".
Strategic Rationale and market opportunity
1. InvestAcc is a highly scalable platform business: an award-winning
provider of SIPP and SSAS services in the UK with a strong commitment to high
quality customer service and outcomes. This is evidenced by their customer
service score of 96 per cent., winning best pension service provider four
years running between 2020 and 2023, and winning the best SIPP provider in
2023. The business provides the optimal strategic platform to create value,
possessing scalable operations and infrastructure, a strong financial profile
- generating £8.8 million of revenue and £3.6 million of adjusted EBITDA for
FY23 - and a sustainable organic growth trajectory. The transaction represents
a unique opportunity to develop the UK's leading specialist pensions
administration business with an initial focus on the SIPP Segment.
2. Long term structural market growth: favourable macroeconomic trends and
the evolution of the pension industry have created a drive towards personal
pensions (including SIPPs). The total SIPP market assets under
administration expected to grow at an 8% CAGR over the next 5-years from
c.£500 billion to c.£750 billion.
3. Excellent underlying business fundamentals: Full SIPP administrators
typically have a customer retention rate of above 90 per cent., creating an
ongoing fee-based revenue stream. The average SIPP plan lasts for more than 25
years, benefitting from embedded growth through contractual inflation-linked
fees. Industry average EBITDA margins exceed 30 per cent. with strong cashflow
conversion.
4. Near term M&A consolidation opportunity with a robust pipeline:
there is a highly attractive M&A landscape for acquiring "Full" SIPP and
"Simple" SIPP administrators across a range of sellers. Regulatory pressure,
underpinned by a push for higher levels of consumer duty care, as well as
vendor needs, are driving the sector to actively consolidate. MAC II has a
robust pipeline primarily sourced directly by the management team who are in
active discussions in relation to five potential acquisitions with vendors
which combined could deliver more than £20 billion of AuA and 45,000
customers in 2024 and 2025.
5. A sector leading team with M&A track record: the Company's
management team have over 65 years of combined operational and strategic
experience in the financial services and wealth sector, and have led multiple
successful transactions. The MAC II management team are supported by Marwyn's
M&A and capital markets expertise, who have a track record of successful
public market fund raises, having raised over £3.9 billion to date across 12
comparable vehicles delivering £4.9 billion in gross equity profits for
investors.
The Acquisition is subject to the approval of the FCA.
Placing and Subscription
MAC II intends to finance the majority of the consideration for the
Acquisition via an institutional Placing ("Placing") and direct subscription
with the Company of 30,000,000 new Ordinary Shares ("New Ordinary Shares") at
a price of £1.00 per share ("Issue Price") to raise £30,000,000 in gross
proceeds ("Offer"). The Placing will be conducted through an accelerated
bookbuild, which will be launched immediately following the release of this
Announcement.
Marwyn are to participate as a cornerstone investor in the Offer.
Members of the public are not eligible to take part in the Offer.
Suspension of listing
Should the Acquisition complete, it will constitute a reverse takeover under
the Listing Rules. The Company will need to apply for the re-admission of its
shares to the standard listing segment of the Official List and the Main
Market of the London Stock Exchange on the basis that the FCA approves the
eligibility of the Company, following completion of the Acquisition as a
result of the reverse takeover, in accordance with Listing Rule 5.6.21. As MAC
II is currently unable to provide a full disclosure of information on
InvestAcc as required by Listing Rule 5.6.15, the admission of Ordinary Shares
to the standard listing segment of the Official List and to trading on the
Main Market of the London Stock Exchange has been suspended pending the
publication of a prospectus providing the required detail on InvestAcc and the
MAC II Group as enlarged by the Acquisition.
Capitalised terms used but not defined in the announcement have the meanings
given to them in Appendix 2 to this Announcement.
Enquiries
Company Secretary Antoinette Vanderpuije - 020 7004 2700
Liberum Capital Limited (Financial Adviser and Joint Bookrunner) Tel: +44 (0) 203 100 2000
Chris Clarke / Ed Thomas / Anake Singh
KK Advisory Ltd (Joint Bookrunner) Tel: +44 (0) 20 7039 1901
Kam Bansil
FGS Global Tel: + 44 (0) 20 7251 3801
Rollo Head / Chris Sibbald / Sophia Johnston Marwyn-LON@fgsglobal.com
About Marwyn
Marwyn has a long track record of investing in businesses across the UK,
Europe and North America, partnering with exceptional, industry-leading
management teams to develop industry leaders. Marwyn uses publicly-listed
acquisition vehicles to identify and acquire platform businesses before
pursuing buy-and-build strategies to create long-term value. This acquisition,
via the MAC II vehicle, follows 12 comparable acquisition vehicles that have
undertaken ambitious buy-and-build agendas to create industry leaders across
sectors including, Advanced Computer Software, BCA Marketplace, Breedon
Aggregates and Entertainment One.
About InvestAcc
InvestAcc was founded in 1992 by current CEO Nick Gardner as DHC Brokers
Ltd. Initially it serviced the financial planning requirements of one of
Cumbria's accountancy practises. The InvestAcc Group's flagship scheme is the
Minerva SIPP which is a full SIPP allowing investment in any permitted
standard asset. InvestAcc has two principal subsidiaries, InvestAcc Pension
Administration Limited ("IPA") and Vesta Wealth Limited ("Vesta").
IPA offers SIPP and SSAS products distributed primarily via IFAs throughout
the UK, with over 1,000 supporting advisers. IPA does not accept any
non-standard assets into any of its schemes. The "SIPP Lite" scheme is a lower
cost, simpler SIPP and allows investment in a single investment, such as a
discretionary fund manager portfolio plus a bank account.
Vesta Wealth is a chartered financial planner that offers holistic advice to a
wide range of customers. As at the Latest Practicable Date, it had 8 financial
planners and 2 investment managers operating out of offices in Carlisle and
Stockton-on-Tees. The majority of Vesta Wealth's clients are based in the
North of England. It provides initial and ongoing advice via service
agreements over £450 million of AuA including £105 million in its own range
of risk targeted discretionary managed model portfolios on both a passive and
active basis.
IMPORTANT NOTICES
Neither this Announcement nor any copy of it may be taken or transmitted
directly or indirectly into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction. Any failure to comply with this restriction may constitute a
violation of such laws or regulations. Persons into whose possession this
Announcement or other information referred to herein comes should inform
themselves about, and observe, any restrictions in such laws or regulations.
This Announcement has been prepared for the purpose of complying with the
applicable law and regulation of the United Kingdom and information disclosed
may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
jurisdictions outside the United Kingdom.
This Announcement does not constitute or form part of any offer, invitation to
sell, otherwise dispose of or issue, or any solicitation of any offer to
purchase or subscribe for, any shares or other securities nor shall it or any
part of it, nor the fact of its distribution form the basis of, or be relied
on in connection with, any contract commitment or investment decision.
This Announcement does not constitute an offer of securities for sale in the
United States or an offer to acquire or exchange securities in the United
States. No offer to acquire securities or to exchange securities for other
securities has been made, or will be made, directly or indirectly, in or into,
or by use of the mails, any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of, the United
States or any other country in which such offer may not be made other than:
(i) in accordance with applicable United States securities laws or the
securities laws of such other country, as the case may be; or (ii) pursuant to
an available exemption from such requirements. The securities referred to
herein have not been and will not be registered under the U.S. Securities Act
of 1933, as amended, or under the securities laws of any state or other
jurisdiction of the United States.
This Announcement may include statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "believes",
"estimates", "envisages", "plans", "projects", "anticipates", "targets",
"aims", "expects", "intends", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward looking statements include all matters that are not
historical facts and involve predictions. Forward-looking statements may and
often do differ materially from actual results. Any forward-looking statements
reflect the Company's current views with respect to future events and are
subject to risks relating to future events and other risks, uncertainties and
assumptions relating to the Company's, InvestAcc or the Enlarged Group's,
results of operations, financial position, liquidity, prospects, growth or
strategies and the industries in which they operate. Forward-looking
statements speak only as of the date they are made and cannot be relied upon
as a guide to future performance. Save as required by law or regulation, the
Company disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements in this Announcement
that may occur due to any change in its expectations or to reflect events or
circumstances after the date of this Announcement.
Liberum is authorised and regulated in the United Kingdom by the FCA and is
acting as financial adviser and joint bookrunner for the Company and no one
else in connection with the Offer, the contents of this Announcement or any
other matters described in this Announcement. Liberum will not regard any
other person as its client in relation to the Offer, the contents of this
Announcement or any other matters described in this Announcement and will not
be responsible to anyone (including any placees) other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to the Offer, the contents of this Announcement
or any other matters referred to in this Announcement.
Nothing in this Announcement should be construed as a profit estimate or
profit forecast and no statement in this Announcement should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company.
Completion of the Acquisition is subject to the satisfaction of a number of
conditions as more fully described in the Prospectus. Consequently there can
be no certainty that completion of the Acquisition will be forthcoming.
This Announcement is not a prospectus but an advertisement.
Copies of the Prospectus will, when published, be available for inspection, on
the Company's website at www.marwynac2.com. Neither the content of the
Company's website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this Announcement.
This Announcement has not been approved by the Financial Conduct Authority
(the "FCA") or the London Stock Exchange. Any approval of the Prospectus by
the FCA should not be understood as an endorsement of the securities to be
admitted to the standard listing segment of the Official List of the FCA.
NOTICE TO DISTRIBUTORS - UK PRODUCT GOVERNANCE
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and/or any equivalent requirements
elsewhere to the extent determined to be applicable, and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements)
may otherwise have with respect thereto, the New Ordinary Shares have been
subject to a product approval process, which has determined that such New
Ordinary Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in Chapter 3 of the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (the "MAC II Market Assessment").
Notwithstanding the MAC II Market Assessment, "distributors" (for the purposes
of the UK Product Governance Requirements) should note that: the price of the
New Ordinary Shares may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The MAC II Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation to the
Offer. Furthermore, it is noted that, notwithstanding the MAC II Market
Assessment, the Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the MAC II Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the New Ordinary Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
NOTICE TO DISTRIBUTORS - EU PRODUCT GOVERNANCE
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements") and/or any
equivalent requirements elsewhere to the extent determined to be applicable,
and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) may otherwise have with respect thereto,
the New Ordinary Shares have been subject to a product approval process, which
has determined that the New Ordinary Shares are: (i) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution channels as are
permitted by MiFID II (the "MAC II EU Market Assessment"). Notwithstanding the
MAC II EU Market Assessment, distributors should note that: the price of the
New Ordinary Shares may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The MAC II EU Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Offer.
For the avoidance of doubt, the MAC II EU Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the New Ordinary Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.
FURTHER INFORMATION
1. BACKGROUND TO, AND REASONS FOR, THE ACQUISITION
Company Objective
The Company's objective is to build the UK's leading specialist pensions
administration business with an initial focus on the SIPP segment, which the
Directors believe offers a highly attractive investment opportunity for the
following reasons:
· Long term structural market growth: favourable macroeconomic
trends and the evolution of the pension industry have created a drive towards
personal pensions (including SIPPs), resulting in continuing expected growth
in the SIPP market over the next 5 years from £500 billion to c.£750 billion
by AuA, being a compound annual growth rate of 8 per cent.
· Excellent underlying business fundamentals: Full SIPP administrators
typically have a customer retention rate of above 90 per cent., creating an
ongoing fee-based revenue stream. The average SIPP plan lasts for more than 25
years, benefitting from embedded growth through contractual inflation-linked
fees. Industry average EBITDA margins exceed 30 per cent. with strong cashflow
conversion.
· Near term M&A consolidation opportunity with a robust pipeline:
the Director's believe there is a highly attractive M&A landscape for
acquiring "Full" SIPP and "Simple" SIPP administrators across a range of
sellers. The Board has a robust pipeline primarily sourced through the
management team's proprietary network and extensive industry relationships.
The Board is currently in active discussions in relation to five potential
acquisitions under NDA with vendors through which the combined acquisitions
could deliver more than £20 billion of AuA and 45,000 customers in 2024 and
2025(1).
· InvestAcc is an attractive platform company: as a leading UK
personal pension administrator with a high-quality industry reputation, the
Directors believe that the Acquisition provides the optimal strategic platform
from which to create value through a buy and build M&A strategy. InvestAcc
generated £8.8 million of revenue and £3.6 million of adjusted EBITDA in
InvestAcc's FY23, achieving an EBITDA compound annual growth rate of 14 per
cent. between FY21-FY23. InvestAcc also has a strong commitment to high
quality customer service and outcomes evidenced by their customer service
score of 96 per cent.
· Clear value creation delivery driven by disciplined acquisition
pricing (at lower multiples than InvestAcc), cost synergies (targeting
synergies of up to 30 per cent. of acquired cost bases within 1 year of
completion at a delivery cost of 1.5x) and continued organic growth
initiatives.
· A leadership team with sector credentials and M&A track record:
the Company's management team have over 65 years of combined operational and
strategic experience in the financial services and wealth sector, and have led
multiple successful transactions, with particular experience in the pensions
sector. The MAC II Group's management team are supported by Marwyn's M&A
and capital markets expertise, with a history of successful public market fund
raises, having raised over £3.9 billion to date across 12 comparable vehicles
delivering £4.9 billion in gross equity profits for investors.
_______________
( 1 ) Subject to the Company entering into definitive agreements and having
obtained appropriate debt or equity financing.
(
)
( )
( )
Strategy and M&A opportunity
The Company and Marwyn, have, over the last three years, invested in building
out the strategic vision and operating platform, and believe the Company is
now well-positioned to execute its strategy at pace. The strategic vision has
been developed through primary customer and market research with specialist
advisors, the formulation of a defined investment, integration optimisation
and growth strategy and the development of a significant proprietary pipeline
of potential acquisitions through long term relationship-building.
The Company has assembled a highly experienced senior management team, with a
strong record of delivering value in financial services and executing multiple
successful transactions in a variety of regulatory environments. The
leadership team, supported by highly experienced specialists, has been primed
to identify, diligence, integrate and operate pension administration
businesses.
The SIPP market is fragmented, with the top five administrators accounting for
just 46 per cent. of total AuA and 40 per cent. of total plans. The market
leader has just 12 per cent. of total AuA. Life companies and platforms
account for over 80 per cent. of the "Simple" market, but the "Full" SIPP
market, serviced by specialist firms, is much more fragmented. The fragmented
supply side of the SIPP market creates a structural opportunity for inorganic
growth.
The Directors aim to build the UK's leading specialist pensions administration
business, offering SIPP and SSAS services, particularly in the Full SIPP
segment, and believe that there is a significant near term M&A
opportunity, specifically driven by:
· SME providers seeking succession solutions: many SIPP administrators
were set up by pensions entrepreneurs after the advent of SIPPs in the
1990s. This means that a generation of founders of small and medium sized
specialist SIPP administrators are now considering their own retirement plans
and may therefore be open to a sale. There are relatively few buyers of these
specialist businesses with a weighting towards "Full" SIPPs as the larger SIPP
firms have focused on the higher volume "Simple" SIPP segment.
· Strategic reviews leading to non-core planned divestments from life
companies and investment platforms: the Directors believe that a number of
platform and life SIPP players with non-core "Full" SIPP portfolios are open
to discussions as they focus on "Simple" SIPPs. Due to the complexity of
extracting these "Full" SIPP books from larger organisations, the Directors
believe that the Company is one of the few buyers with the operational
expertise to execute these 'lift-out' transactions.
The Directors intend to position InvestAcc as the 'buyer of choice', working
closely with the FCA in defining high quality SIPP standards and becoming a
trusted industry market leader. IFA and wealth management business acquired in
the course of SIPP acquisitions may provide the basis for further value
creation in due course.
The supply and demand dynamics as well as the spare capacity in the InvestAcc
platform mean that management believe that there is the ability to create
additional value for Ordinary Shareholders through further M&A. The
directors believe that the 10xEBITDA multiple paid for InvestAcc compares
favourably to the mid-teen exit multiples historically paid in the SIPP and
SSAS sector. The Board is targeting deal pricing of 5-8xEBITDA for any further
follow on M&A transactions before any post-acquisition synergies are
factored in.
It is expected that any further M&A will initially be financed partly by
way of a debt facility, as detailed below, and the Board is targeting
synergies to be created of approximately 30 per cent. of the acquired
company's cost base. The Board believes that this should result in EPS
accretion as the MAC II Group's M&A strategy is delivered.
Marwyn has a long track record of investing in businesses across the UK,
Europe and North America, partnering with exceptional, industry-leading
management teams to develop industry leaders. Marwyn uses publicly-listed
acquisition vehicles to identify and acquire platform businesses before
pursuing buy-and-build strategies to create long-term value. This acquisition,
via the MAC II vehicle, follows 12 comparable acquisition vehicles that have
undertaken ambitious buy-and-build agendas across sectors including, Advanced
Computer Software, BCA Marketplace, Breedon Aggregates and Entertainment
One.
Reasons for the Acquisition
The Directors believe that InvestAcc provides the optimal strategic platform
from which to create value through a SIPP buy and build strategy, given that
it benefits from:
· being a leading UK personal pension administrator
· having a proven track record of delivering exceptional customer
service
· having scalable operations and infrastructure
· having a strong financial profile
· having a sustainable organic growth trajectory
· the ongoing alignment with its founder
2. KEY TERMS OF THE ACQUISITION
Earlier today, Bidco entered into the Acquisition Agreements to purchase 100
per cent. of the issued share capital of InvestAcc. Under the terms of the
Acquisition Agreements, Bidco will pay a total consideration of £41,512,317
for InvestAcc, comprising: (i) on Completion, the payment of £29,210,494 to
InvestAcc's shareholders; (ii) within 2 Business Days of Bidco receiving a
dividend from InvestAcc, the payment of up to £6,150,911 based on the cash
position of InvestAcc at Completion; and (iii) on Completion, the issue of
£6,150,911 loan notes to Nick Gardner which may be exchanged for the issue of
6,150,911 new Ordinary Shares in the Company ("Consideration Shares").
Completion is conditional upon: (i) MAC II receiving approval from the FCA (as
a regulator of certain entities within the InvestAcc Group) of the Company as
an acquiror of the InvestAcc Group as required by the FSMA; and (ii) the FCA
and the LSE acknowledging MAC II's applications for the re-admission of its
shares to the Official List and to trading on the main market for listed
securities of the LSE respectively.
Bidco may terminate the Principal SPA at any time prior to Completion if:
· any of the fundamental title and capacity warranties given by the
Principal Sellers are breached;
· the conditions noted above are not satisfied by 30 April 2025
("Acquisition Longstop Date");
· the FCA revokes or notifies an FCA Authorised Company or Nick
Gardner in writing that it intends to revoke an FCA Authorised Company's
permissions;
· Bidco becomes aware of any fact or circumstance which, in its
reasonable opinion (i) breaches a warranty; and/or (ii) breaches a pre
Completion undertaking and as a result of such breach (together with any other
breaches of warranty or any other breaches of the pre Completion undertakings)
would be likely to result in Bidco being entitled to recover damages for such
breach (or breaches) in an amount exceeding £2,000,000 (assuming Bidco and
the Principal Sellers were to complete the Principal SPA); and
· within 7 Business Days following the Signing Date, the Company
has not received gross proceeds of at least £30,000,000 pursuant to the Offer
and Admission has not completed.
Nick Gardner may terminate the Principal SPA if the conditions are not
satisfied by the Acquisition Longstop Date.
The Principal SPA contains customary warranties which are subject to
limitations on liability. The Principal SPA also contains customary
restrictive covenants on Nick Gardner for a period of 3 years from Completion.
It is anticipated that prior to Completion, subject to certain exceptions,
Nick Gardner will enter into an agreement not to sell any Consideration Shares
for the first 12 months following Completion ("Lock-in Period"), and any sale
of Consideration Shares in the 12 months following the end of the Lock-in
Period (the "Restricted Period") may only be made on the basis that an orderly
market in the Ordinary Shares is maintained. Following the end of the
Restricted Period, no restrictions on the sale of Consideration Shares will
apply.
3. SUMMARY KEY FINANCIAL INFORMATION OF INVESTACC
The tables below set out the audited historical financial information for the
InvestAcc Group for the three financial years ended 31 October 2021, 31
October 2022 and 31 October 2023 and selected unaudited interim financial
information for the InvestAcc Group for the six-month period ended 30 April
2024.
Consolidated Statement of Comprehensive Income
Year ended Year ended Year ended Six months ended Six months ended
31 October 2021
31 October 2022
31 October 2023
30 April 2023
30 April 2024
(audited)
(audited)
(audited)
(unaudited)
(unaudited)
£ £ £ £ £
Revenue 6,906,994 7,665,179 8,765,118 4,181,725 4,847,088
Cost of sales (1,217,859) (1,204,893) (996,693) (629,019) (434,327)
Gross profit 5,689,135 6,460,286 7,768,425 3,552,706 4,412,761
Operating profit 2,019,938 2,462,435 2,663,344 1,494,526 1,634,721
Profit before tax expense 2,108,649 2,609,383 2,784,470 1,529,130 1,743,018
Net profit and total comprehensive income for the year 1,732,458 2,177,633 2,165,126 1,236,311 1,298,763
Profit per share
Basic 77.61 97.56 97.00 £55.39 £58.18
Consolidated Balance Sheet
As at As at As at As at As at
31 October 2021
31 October 2022
31 October 2023
30 April 2023
30 April 2024
(audited)
(audited)
(audited)
(unaudited)
(unaudited)
£ £ £ £ £
Total Current Assets 6,297,512 7,811,604 9,316,097 8,981,019 9,755,052
Total Assets 7,019,055 8,395,968 9,850,238 9,483,307 10,731,045
Total Equity 4,787,770 5,939,523 7,106,649 6,595,834 7,372,412
Total Non-current Liabilities 337,258 232,055 112,735 166,888 444,787
Total Current Liabilities 1,894,027 2,224,390 2,630,854 2,720,585 2,913,846
Total Liabilities 2,231,285 2,456,445 2,743,589 2,887,473 3,358,633
Total Equity And Liabilities 7,019,055 8,395,968 9,850,238 9,483,307 10,731,045
Consolidated Statement of Cash Flows
Year ended Year ended Year ended Six months ended Six months ended
31 October 2021
31 October 2022
31 October 2023
30 April 2023
30 April 2024
(audited)
(audited)
(audited)
(unaudited)
(unaudited)
£ £ £ £ £
Net cash generated from operating activities 1,905,881 2,274,914 2,236,623 1,718,691 1,761,560
Net cash from investing activities 17,508 134,473 48,642 32,109 203,687
Net cash used in financing activities (939,626) (1,147,756) (1,120,033) (800,938) (873,938)
Net increase in cash and cash equivalents 983,763 1,261,631 1,165,232 949,862 1,091,309
Cash and cash equivalents at start of year 4,422,640 5,406,403 6,668,034 6,668,034 7,833,266
Cash and cash equivalents at end of year 5,406,403 6,668,034 7,833,266 7,617,896 8,924,575
4. COMPENSATION STRATEGY
The Company, through HoldCo, has put in place a LTIP to ensure alignment with
long-term Shareholder value creation. Mark Hodges, Will Self, James Pearce and
James Corsellis, together with other members of the Marwyn team are the only
participants in the LTIP as at the date of this Announcement, but it is the
expectation that participants in the LTIP will ultimately include other
members of the Company's management team. The terms of the awards may include
additional customary terms including, but not limited to, additional service
and performance criteria as well as lock up, malus and claw back provisions.
The general principles of the Company's compensation strategy are to be:
· Proportionate: to the role being undertaken by the participants
and reflecting the participants' value to delivering outstanding, sustainable
shareholder returns;
· Transparent: the compensation structure and its associated terms
should be transparent to
investors and the impact of the scheme clearly communicated to investors on an
ongoing basis;
· Performance Based: minimum performance criteria should be based
on equity profits generated, taking into account all equity issuance over the
lifetime of the relevant measurement period, subject to minimum preferred
returns; and
· Encourage Sustainable Value Creation: incentive arrangements
should be structured to encourage the creation of sustainable returns through
long-term vesting and performance measurement periods.
Reflecting this strategy, the summary terms of the LTIP are as follows:
· The LTIP is performance based and enables the participants to
exchange Incentive Shares for new Ordinary Shares equal in value to up to a
maximum value of 20 per cent. of equity profits generated for Shareholders,
based on the long-term performance of the Ordinary Shares.
· The value of the profit share is calculated on the growth in
equity value generated for Shareholders, subject to a minimum annual preferred
return of 10 per cent. and taking into account the performance of all equity
issued, including share consideration, and adjusted for dividends and capital
returns for the period from the date of the IPO to receipt of unrestricted
proceeds from that equity through to the point of exercise of awards under the
LTIP.
· Participants may exercise their rights under the LTIP only
between the third and seventh anniversary of Completion of the Acquisition or
otherwise on an Exit or Distribution.
5. FURTHER DETAILS OF THE PROPOSED PLACING AND SUBSCRIPTION
The Company is proposing to undertake a Placing and Subscription to raise
approximately £30,000,000 (before expenses) through the issue of 30,000,000
New Ordinary Shares in aggregate at the Issue Price.
Members of the public are not eligible to take part in the Offer.
The New Ordinary Shares will, when issued and fully paid, rank pari passu in
all respects with each
other and with each Existing Ordinary Share, including the right to receive
all dividends or other
distributions declared with a record date falling after Admission.
The Offer is not conditional on Completion and may therefore complete while
the Acquisition does not. In
such circumstances, the Directors' current intention is that they may seek to
undertake other
transactions that the Directors consider (and, if necessary, having first
obtained the Sponsor's approval)
appropriate. If the Company is unable to identify uses for the net proceeds of
the Offer received by the
Company at Admission which the Directors consider to be appropriate then the
Company may (having
obtained the Sponsor's approval) seek to return some of the net proceeds of
the Offer to Shareholders,
at which point the Directors will evaluate how best, in their view, to execute
such return of capital, having
regard to applicable legal requirements and the Company's ongoing funding
position. However, there
can be no guarantee that such proceeds will be returned to Shareholders in a
timely manner or at all.
The Placing will be conducted through an accelerated bookbuild, which will be
launched immediately following the release of this Announcement. Liberum
Capital Limited and KK Advisory Ltd (the "Joint Bookrunners") are acting as
joint bookrunners in connection with the Placing.
The timing of the closing of the bookbuild and allocations are at the
discretion of the Joint Bookrunners in consultation with the Company. The
results of the Placing, which will include the final number of Placing Shares
and the gross proceeds of the Placing, will be announced as soon as
practicable after the close of the bookbuild.
The terms and conditions of the Placing are set out in Appendix 1 to this
Announcement.
6. REASONS FOR THE OFFER AND USE OF PROCEEDS
The New Ordinary Shares are being issued by the Company to generate capital in
order to fund the Acquisition.
7. ESTIMATED NET PROCEEDS AND EXPENSES OF THE OFFER
Under the Offer, 30,000,000 New Ordinary Shares are being made available at an
Issue Price of £1.00 per New Ordinary Share, raising total gross proceeds of
£30,000,000 million. The total costs, charges and expenses payable by the
Company in connection with the Offer, the Acquisition, Admission and
Re-Admission are estimated to be approximately £2,956,005 million (excluding
VAT). Such amount includes financial advice, legal advice, accounting and tax
advice, other professional services, stamp duty and other costs and expenses.
No expenses will be charged by the Company to any Investor who subscribes for
New Ordinary Shares pursuant to the Offer.
The Offer is not subject to an underwriting agreement and is therefore not
being underwritten.
8. AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION
The Company announces that it has amended its memorandum and articles of
association ("Memorandum and Articles") to give effect that upon the
occurrence of a "Trigger Event" (namely the publication of a prospectus by the
Company in connection with a Business Acquisition or the publication of any
other prospectus which would otherwise enable the admission of any equity
securities to a stock exchange or trading venue), A Shares or B Shares may be
converted into Ordinary Shares on a one-for-one basis by way of conversion,
compulsory redemption of the A Shares or B Shares and issue of the relevant
Ordinary Shares or such other lawful means as the Board may determine to be
appropriate in the circumstances (a) at the election of the relevant
Shareholder; or (b) at the election of the Company by resolution of the
Directors without the need for the consent of the relevant Shareholder, in
each case upon not less than 5 Business Days' notice in writing. Any such
conversion may be (i) in respect of one or more Shareholders and is not
required to be pro rata in any respect; (ii) may be in respect of all or some
of the A Shares and/or B Shares of any Shareholder; (iii) may be effected on
one or more occasions. A copy of the updated Memorandum and Articles is
available at https://marwynac2.com.
9. CONVERSION SHARES
The Company currently has 12,000,000 A shares in issue. Marwyn Value Investors
II LP, acting by its general partner Marwyn General Partner II Limited, as
holder of the A shares, will convert the 12,000,000 A shares held by it into
12,000,000 new Ordinary Shares to be issued on Admission ("Conversion
Shares").
10. EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown are London times unless otherwise stated. All dates and times
are based on the current expectations of the Company and are subject to
change. They will depend, among other things, upon the date on which all
outstanding conditions are satisfied or (where applicable) waived. If any of
the dates and/or times in this expected timetable change, the revised dates
and/or times will be notified to Shareholders by announcement through a
Regulatory Information Service.
Event Time and / or date
Announcement of the results of the Placing 28 June 2024
Publication of the Prospectus 1 July 2024
Expected date of the Admission (including admission of the Conversion Shares) 8.00 a.m. 4 July 2024
and commencement of dealings in the New Ordinary Shares and the Conversio
Shares on the London Stock Exchange
New Ordinary Shares and Conversion Shares expected to be issued and credited 4 July 2024
to CREST accounts in respect of Depository Interests
Despatch of definitive certificates in respect of the New Ordinary Shares and By no later than 14 days after
Conversion Shares (where applicable)
Admission
Expected date of Completion Anticipated to be Q3/Q4 2024
Cancellation of the listing of the Ordinary Shares (including the New Ordinary 8 a.m. on the date of
Shares and Conversion Shares) on the London Stock Exchange
Completion
Admission of the Consideration Shares 8 a.m. on the date of
Completion
Re-Admission of the Ordinary Shares 8 a.m. on the date of
Completion
Despatch of definitive certificates in respect of the By no later than 14 days after
Consideration Shares (where applicable) Re-Admission
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
Persons who are invited and who choose to participate in the Placing, by
making an oral or written offer to subscribe for Placing Shares will be
deemed: (i) to have read and understood this Announcement, including this
Appendix 1, in its entirety; (ii) to be making such offer on the terms and
conditions contained in this Appendix 1; and (iii) to be providing (and shall
only be permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements, and undertakings
contained in this Appendix 1.
In this Appendix 1, unless the context otherwise requires, "Placee" means a
Relevant Person by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given. In particular, each such Placee represents,
warrants and acknowledges to the Company and the Banks that:
1. it is a Relevant Person and undertakes that it will subscribe for,
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation, (i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in any Member State of the EEA which has implemented the
EU Prospectus Regulation other than Qualified Investors or in circumstances in
which the prior consent of the Banks has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus Regulation as
having been made to such persons;
3. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation, (i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom other than Relevant Persons or in
circumstances in which the prior consent of the Banks has been given to the
offer or resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in the United Kingdom other than Relevant Persons, the offer
of those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
4. except as otherwise permitted by the Banks, it is acquiring the Placing
Shares in an "offshore transaction" as defined in and pursuant to Regulation S
under the US Securities Act ("Regulation S");
5. it is acquiring the Placing Shares for its own account or is acquiring
the Placing Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements and agreements
contained in this Announcement (including this Appendix 1); and
6. it understands (or, if acting for the account of another person, such
person understands) the resale and transfer restrictions set out in this
Appendix 1.
The Company and the Banks will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements.
Capitalised terms used in this Appendix 1 shall bear the same meaning as those
defined terms used in the Announcement, unless otherwise defined herein.
Details of the Placing
The Banks, as joint bookrunners, have today entered into the placing agreement
with the Company ("Placing Agreement"), under which they have each agreed, as
agent for the Company, to use their respective reasonable endeavours to
procure subscribers for the Placing Shares at the Issue Price on the terms and
subject to the conditions set out therein.
The Placing is conditional upon the Placing Agreement becoming unconditional
in all respects and not having been terminated prior to Admission.
The Placing Shares will, when issued, rank pari passu in all respects with the
existing issued Ordinary Shares, including the right to receive dividends and
other distributions declared, made or paid on or in respect of the Ordinary
Shares following Admission.
Applications for admission to trading
Applications will be made to the FCA for admission of the New Ordinary Shares
to the standard listing segment of the Official List and to the London Stock
Exchange for admission of the Placing Shares to trading on the London Stock
Exchange's main market for listed securities ("Admission"). Application will
also be made to Euroclear for the admission of the New Depository Interests as
participating securities (as defined in the CREST Regulations) to CREST.
Admission is conditional upon, amongst other things, the conditions of the
Placing Agreement being satisfied and the Placing Agreement not having been
terminated in accordance with its terms. It is expected that Admission will
become effective and that dealings in the New Ordinary Shares will commence at
8.00 a.m. on 4 July 2024.
Participation in, and principal terms of, the Placing
Each Bank (whether through itself or any of its affiliates) is arranging the
Placing as joint bookrunner to the Company and has agreed to use its
reasonable endeavours to procure Placees at the Issue Price for the Placing
Shares. Participation in the Placing will only be available to Placees who may
lawfully be, and are, invited to participate by the Banks.
The number of Placing Shares to be issued will be agreed between the Banks and
the Company following completion of a bookbuilding exercise by the Banks (the
"Bookbuild"). The results of the Bookbuild will be recorded in the Placing
results announcement, which will be released via a Regulatory Information
Service following the completion of the Bookbuild.
Placees wishing to participate in the Bookbuild are required to communicate
their bid by telephone to their usual contact at each Bank stating the number
of Placing Shares which the prospective Placee wishes to acquire at the Issue
Price.
The Banks will determine, after consultation (so far as is practicable) with
the Company, in its absolute discretion the extent of each Placee's
participation in the Placing, which will not necessarily be the same for each
Placee and this will be confirmed orally or in writing by the Banks as agent
of the Company ("Confirmation"). A contract note or an electronic trade
confirmation will be dispatched as soon as possible thereafter. No element
of the Placing will be underwritten. The Confirmation will constitute an
irrevocable legally binding commitment upon that person (who will at that
point become a Placee) to subscribe for the number of Placing Shares allocated
to it at the Issue Price on the terms and conditions set out in this Appendix
1 (a copy of the terms and conditions having been provided to the Placee prior
to or at the same time as such oral or written confirmation) and in accordance
with the Company's articles of association. For the avoidance of doubt, the
Confirmation constitutes each Placee's irrevocable legally binding agreement,
subject to the Placing Agreement not having been terminated, to pay the
aggregate settlement amount for the Placing Shares to be subscribed for by
that Placee regardless of the total number of Placing Shares (if any)
subscribed for by any other investor(s).
The Banks reserves the right to scale back the number of Placing Shares to be
subscribed by any Placee in the event of an oversubscription under the
Placing. The Banks also reserves the right not to accept offers for Placing
Shares or to accept such offers in part rather than in whole.
The timing of the closing of the Bookbuild and allocations are at the
discretion of the Company and the Banks. The Company reserves the right to
reduce or seek to increase the amount to be raised pursuant to the Placing in
its discretion.
Each Placee will be required to pay to Liberum, as placing agent, on the
Company's behalf, the Issue Price for each Placing Share agreed to be acquired
by it under the Placing in accordance with the terms set out herein. Each
Placee's obligation to acquire and pay for Placing Shares under the Placing
will be owed to each Bank and the Company. Each Placee has an immediate,
irrevocable and binding obligation, owed to the Banks, to pay in cleared funds
an amount equal to the product of the Issue Price and the number of Placing
Shares such Placee has agreed to subscribe for. By participating in the
Placing, each Placee will be deemed: (i) to have read and understood the
Announcement and this Appendix 1 in their entirety; (ii) to be participating
in the Placing upon the terms and conditions contained in this Appendix 1; and
(iii) to be providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in this Appendix
1. To the fullest extent permitted by law and the applicable FCA rules (the
"FCA Rules"), neither (i) the Banks, (ii) any of their respective directors,
partners, officers, employees or consultants, or (iii) to the extent not
contained within (i) or (ii), any person connected with the Banks as defined
in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and
individually an "affiliate"), shall have any liability to Placees or to any
person other than the Company in respect of the Placing.
Irrespective of the time at which a Placee's participation in the Placing is
confirmed, settlement for all Placing Shares to be subscribed for and acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under 'Registration and Settlement'.
Completion of the Placing will be subject to the fulfilment of the conditions
referred to below under 'Conditions of the Placing' and to the Placing
Agreement not being terminated on the basis referred to below under
'Termination of the Placing Agreement'. In the event that the Placing
Agreement does not otherwise become unconditional in any respect or is
terminated, the Placing will not proceed and all funds delivered by the Placee
to Liberum in respect of the Placee's participation will be returned to the
Placee at the Placee's risk without interest.
By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not otherwise be capable of rescission or termination
by the Placee.
Notwithstanding anything to the contrary in this Announcement or the
representations where the Placee is acting in its capacity as agent, as a
discretionary investment manager on behalf of its underlying clients (who may
include individuals and/or retail clients as defined within MiFID and/or the
FCA Rules), then the discretionary investment manager shall be regarded as the
Placee for the purpose of this Announcement and not the underlying client. For
the avoidance of doubt, the representations and warranties are given by the
Placee itself, and not the underlying client(s).
To the fullest extent permissible by law, neither the Company nor the Banks
nor any of their affiliates shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, neither the Banks nor any of their affiliates shall have any
liability (including to the extent permissible by law, any fiduciary duties)
in respect of their conduct of the Bookbuild or of such alternative method of
effecting the Placing as the Banks and the Company may agree.
Conditions of the Placing
The obligations of the Banks under the Placing Agreement in respect of the
Placing Shares are conditional on, amongst other things:
1. the Acquisition Agreements having been entered into and duly executed
by the parties;
2. the compliance by the Company with all of its obligations under the
Placing Agreement to the extent that they are required to be performed on or
prior to Admission;
3. the Prospectus having been approved by the FCA pursuant to the
Prospectus Regulation Rules not later than 4.00 p.m. on the date following the
date of this Announcement (or such later time or date as the Banks may agree);
4. the Prospectus being published and made available in the manner
specified in the Prospectus Regulation Rules or in such other manner as the
Banks may agree;
5. the Subscription Letter(s) having become unconditional in all respects
(save for Admission) and not having been terminated or rescinded before
Admission;
6. the Depository Interests continuing to be participating securities for
the purposes of CREST and the Registrars and the Depository having taken all
necessary steps, given all necessary instructions and made the necessary
applications to Euroclear to allow the New Depository Interests to be issued
and transferred as at and from Admission; and
7. Admission having occurred not later than 8.00 a.m. on 4 July 2024 or
such later date as the Company and the Banks may agree, being not later than
8.00 a.m. on 18 July 2024.
If (i) any of the conditions contained in the Placing Agreement are not
fulfilled or waived by the Banks by the respective time or date where
specified, (ii) any of such conditions becomes incapable of being fulfilled or
(iii) the Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and each Placee's rights and obligations
hereunder in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee in respect
thereof.
The Banks, at their discretion and upon such terms as they think fit, may
waive compliance by the Company with the whole or any part of certain of the
Company's obligations in relation to certain of the conditions in the Placing
Agreement. Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement (including this Appendix 1).
Neither the Banks, the Company or any other person shall have any liability to
any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of the Banks.
Termination of the Placing Agreement
the Banks is entitled, at any time before Admission, to terminate the Placing
Agreement in relation to its obligations in respect of the Placing Shares by
giving notice to the Company if, amongst other things:
1. any of the warranties contained in the Placing Agreement and given by
the Company for the benefit of the Banks is or becomes (by reference to the
facts, matters or circumstances from time to time existing) untrue, inaccurate
or misleading; or
2. there has been a breach by the Company of any of its undertakings,
covenants or obligations under the Placing Agreement which the Banks
considers, in their sole judgement (acting in good faith) to be (singly or in
the aggregate) material in the context of the Group taken as a whole, the
Fundraising, Admission or Post Admission Dealings; or
3. in the opinion of the Banks there shall have been, whether or not
foreseeable at the date of the Placing Agreement, a material adverse change
in, or any development reasonably likely to result in or have a prospective
material adverse change in or affecting, the condition (financial,
operational, legal or otherwise), prospects, earnings, net asset value,
funding position, management, business affairs or operations of (i) the
Company or (ii) the Group taken as a whole, whether or not arising in the
ordinary course of business, which the Banks considers, in its sole judgement
(acting in good faith), to be (singly or in the aggregate) material in the
context of the Group taken as a whole, the Fundraising, Admission or Post
Admission dealings; or
4. it shall come to the knowledge of the Banks that any of the warranties
contained in the Acquisition Agreements was untrue or inaccurate in any
material respect, or misleading when made and/or that any of the warranties
contained in the Acquisition Agreements would be untrue or inaccurate in any
material respect or misleading if it were repeated at any time prior to
Admission by reference to the facts, matters and circumstances then
subsisting; or
5. any party to the Acquisition Agreements terminates, or has given notice
to terminate, that agreement (for whatever reason); or
6. either of the Applications is withdrawn by the Company or refused by
the FCA or the London Stock Exchange (as appropriate).
Upon such termination, the parties to the Placing Agreement shall be released
and discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by the Banks
of any right of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of the Banks and that it need not make
any reference to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or failure so to exercise.
Information
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement (including this Appendix 1) is exclusively the
responsibility of the Company and confirms that it has neither received nor
relied on any other information, representation, warranty, or statement made
by or on behalf of the Company, the Banks or any other person and neither the
Banks nor the Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.
The Acquisition constitutes a reverse takeover under the Listing Rules and as
such, the Company intends to publish the Prospectus in connection with
Admission and the re-application for re-admission to listing of all of the
Ordinary Shares in issue immediately prior to completion of the Acquisition
("Completion") (including the New Ordinary Shares, subject to Admission),
following Completion. As such, the Prospectus will include additional
disclosure in relation to InvestAcc, including, without limitation, audited
historical financial information on InvestAcc and unaudited pro forma
financial information of the Enlarged Group, which may be different from and
which will update, supplement and/or supersede the publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below) previously
published by or on behalf of the Company.
Registration and settlement
Settlement of transactions in the Placing Shares (in the form of Depository
Interests), following Admission, will take place within the system
administered by CREST, subject to certain exceptions.
The Company reserves the right to require settlement for and delivery of the
Placing Shares (or a portion thereof) to Placees in certificated form if, in
the reasonable opinion of the Banks, delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who are invited to
participate in it by the Banks.
A Placee's commitment to acquire a fixed number of Placing Shares under the
Placing will be agreed orally or in writing with the Banks. Such agreement
will constitute a legally binding commitment on such Placee's part to acquire
that number of Placing Shares at the Issue Price on the terms and conditions
set out or referred to in this Appendix 1 and subject to the Company's
articles of association.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note or an electronic trade confirmation
in accordance with the standing arrangements in place with the Banks, stating
the number of Placing Shares allocated to it at the Issue Price, the aggregate
amount owed by such Placee to the Banks and settlement instructions.
The Company will deliver the New Depository Interests to the CREST account
operated by Liberum as placing agent for the Company and Liberum will enter
their delivery (DEL) instruction into the CREST system. The input to CREST by
a Placee of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
It is expected that settlement in respect of the Placing Shares (in the form
of Depository Interests) will take place on 4 July 2024 on a delivery versus
payment basis.
Subject to the conditions set out above, payment in respect of the Placees'
allocation is due as set out below. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement instructions
that it has in place with Liberum. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the New Depository Interests are as
follows:
CREST Participant ID of Liberum: 7BAUG
Expected Trade Date: 28 June 2024
Expected Settlement Date: 4 July 2024
ISIN code for the Placing Shares: VGG5877D1033
Deadline for Placee to input instructions into CREST: 5 p.m. on 3 July 2024
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above prevailing Sterling Overnight Index Average (SONIA) as
determined by the Banks.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Company may sell any or all of the Placing Shares allocated
to that Placee on such Placee's behalf and retain from the proceeds, for the
Company's account and benefit, an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are registered in a Placee's name or that of its nominee or in
the name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) acknowledges, undertakes, understands, represents, warrants
and agrees (as the case may be) with each Bank (in its capacity as bookrunner
and, in the case of Liberum only, as placing agent of the Company) in respect
of the Placing and the Company that:
1. it has read and understood this Announcement, including the Appendix,
in its entirety and that its acquisition of Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information contained
herein and undertakes not to redistribute or duplicate this Announcement and
that it has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;
2. it has received this Announcement solely for its use and has not
redistributed or duplicated it and will not distribute, forward, transfer or
otherwise transmit this Announcement or any part thereof to any person;
3. its participation in the Placing shall also be subject to the
provisions of the Placing Agreement and the Company's articles of association;
4. the Ordinary Shares are admitted to the standard listing segment of the
Official List of the FCA and to trading on the London Stock Exchange's main
market for listed securities and that the Company is therefore required to
publish certain business and financial information in accordance with MAR and
rules and regulations of the London Stock Exchange (collectively and together
with the information referred to in (i) above, the "Exchange Information"),
which includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that it is
able to obtain or access such Exchange Information without undue difficulty
and is able to obtain access to such information or comparable information
concerning any other publicly traded company without undue difficulty;
5. neither the Banks, nor the Company nor any of their respective
affiliates or any person acting on behalf of any of them has provided, nor
will they provide, it with any material regarding the Placing Shares or the
Company other than this Announcement; nor has it requested any of the Banks,
the Company, any of their respective affiliates or any person acting on behalf
of any of them to provide it with any such information;
6. the content of this Announcement is exclusively the responsibility of
the Company and that neither the Banks, nor any person acting on their behalf
has or shall have any liability for any information, representation or
statement contained in this Announcement or any information previously
published by or on behalf of the Company and will not be liable for any
Placee's decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only information on
which it is entitled to rely and on which such Placee has relied in committing
itself to subscribe for the Placing Shares is contained in this Announcement
and any information previously published by the Company by notification to a
Regulatory Information Service, such information being all that it deems
necessary to make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information given or
representations, warranties or statements made by the Banks or the Company or
their respective affiliates and neither the Banks nor the Company nor their
respective affiliates will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in deciding to participate in the Placing;
7. to the extent it has received any inside information (for the purposes
of MAR) and section 56 of the Criminal Justice Act 1993) in relation to the
Company and its securities, it has not: (a) dealt (or attempted to deal) in
the securities of the Company; (b) encouraged, recommended or induced another
person to deal in the securities of the Company; or (c) unlawfully disclosed
inside information to any person, prior to the information being made publicly
available;
8. neither the Banks nor any person acting on their behalf nor any of
their respective affiliates has or shall have any liability for any publicly
available or filed information, or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person;
9. it has complied with its obligations under the Criminal Justice Act
1993, MAR and in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the
Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 (the "Regulations") and
any related or similar rules, regulations or guidelines, issued, administered
or enforced by any government agency having jurisdiction in respect thereof
and the Money Laundering Sourcebook of the FCA and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations;
10. if it is a financial intermediary, as that term is used in Article 5(1)
of the UK Prospectus Regulation or the EU Prospectus Regulation (including
any relevant implementing measure in the UK or any member state of the EEA)
the Placing Shares subscribed for by it in the Placing will not be acquired on
a non-discretionary basis on behalf of, nor will they be acquired with a view
to their offer or resale to, Relevant Persons in the UK or Qualified Investors
in a member state of the EEA, or in circumstances in which the prior consent
of the Banks has been given to the proposed offer or resale;
11. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of section 85(1) of the
FSMA or within the meaning of the UK Prospectus Regulation;
12. its agreement to subscribe for Placing Shares is not by way of an
acceptance of a public offer made or to be made in the Prospectus but is by
way of a collateral contract and, accordingly, Article 23(2) of the UK
Prospectus Regulation does not entitle it to withdraw in the event that the
Company publishes a supplementary prospectus prior to Admission;
13. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the EEA prior to Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation (including any relevant implementing
measure in any member state);
14. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
15. it has complied and will comply with all applicable provisions of FSMA
with respect to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
16. if it is within the United Kingdom, it and any person acting on its
behalf (if within the United Kingdom) is a Relevant Person and if it is within
a member state of the EEA, it is a Qualified Investor. For such purposes, it
undertakes that it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;
17. any offer of Placing Shares may only be directed at persons in member
states of the EEA who are Qualified Investors and represents and agrees that,
in the EEA, it is such a Qualified Investor;
18. it and any person acting on its behalf is entitled to subscribe for
Placing Shares under the laws of all relevant jurisdictions which apply to it
and that it has all necessary capacity and has obtained all necessary consents
and authorities to enable it to commit to this participation in the Placing
and to perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations, and that its
subscription of Placing Shares will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of the
Company, or otherwise;
19. it has complied with all relevant laws of all relevant territories,
obtained all requisite governmental or other consents which may be required in
connection with the Placing Shares, complied with all requisite formalities
and that it has not taken any action or omitted to take any action which will
or may result in the Banks, the Company or any of their respective directors,
officers, agents, employees or advisers acting in breach of the legal or
regulatory requirements of any territory in connection with the Placing;
20. its purchase of Placing Shares does not trigger, in the jurisdiction in
which it is resident or located: (i) any obligation to prepare or file a
prospectus or similar document or any other report with respect to such
purchase; (ii) any disclosure or reporting obligation of the Company; or (iii)
any registration or other obligation on the part of the Company;
21. it (and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing Shares may be
placed with other subscribers or sold as each Bank may in its discretion
determine and without liability to such Placee;
22. neither the Banks nor any of their affiliates, nor any person acting on
behalf of any of them, is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the basis that it
is not and will not be a client of the Banks for the purposes of the Placing
and that the Banks has no duties or responsibilities to it for providing the
protections afforded to its clients or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right;
23. the person whom it specifies for registration as holder of the Placing
Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the
Banks nor the Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees to
participate in the Placing and it agrees to indemnify the Company and the
Banks in respect of the same on the basis that the Placing Shares will be
allotted to the CREST stock accounts of the Banks who will hold them as
nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions;
24. these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions and any non-contractual obligations
arising out of or in connection with such agreements shall be governed by and
construed in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any claim, dispute
or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Company or the Banks in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
25. the Banks and their affiliates will rely upon the truth and accuracy of
the representations, warranties and acknowledgements set forth herein, which
are irrevocable, and it irrevocably authorises the Banks to produce this
Announcement, pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein;
26. it agrees to indemnify on an after tax basis and hold the Banks and its
respective affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings in the Appendices and further agrees that the
provisions of the Appendices shall survive after completion of the Placing;
27. it will acquire any Placing Shares subscribed for by it for its account
or for one or more accounts as to each of which it exercises sole investment
discretion and it has full power to make the acknowledgements, representations
and agreements herein on behalf of each such account;
28. its commitment to subscribe for Placing Shares on the terms set out
herein and in the relevant contract notes will continue notwithstanding any
amendment that may in future be made to the terms of the Placing and that
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing. The foregoing
representations, warranties and confirmations are given for the benefit of the
Company and the Banks. The agreement to settle a Placee's subscription (and/or
the subscription of a person for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax depends on the settlement
relating only to the subscription by it and/or such person direct from the
Company for the Placing Shares in question. Such agreement assumes, and is
based on a warranty from each Placee, that neither it, nor the person
specified by it for registration as holder, of Placing Shares is, or is acting
as nominee or agent for, and that the Placing Shares will not be allotted to,
a person who is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts
and clearance services). If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable. In that event the Placee agrees that it shall be
responsible for such stamp duty or stamp duty reserve tax, and neither the
Company nor the Banks shall be responsible for such stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own advice and
notify the Banks accordingly;
29. no action has been or will be taken by any of the Company, the Banks or
any person acting on behalf of the Company or the Banks that would, or is
intended to, permit a public offer of the Placing Shares in any country or
jurisdiction where any such action for that purpose is required;
30. in making any decision to subscribe for the Placing Shares, it has
knowledge and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of subscribing for the
Placing Shares. It further confirms that it is experienced in investing in
securities of this nature in this sector and is aware that it may be required
to bear, and is able to bear, the economic risk of, and is able to sustain a
complete loss in connection with the Placing. It further confirms that it
relied on its own examination and due diligence of the Company and its
associates taken as a whole, and the terms of the Placing, including the
merits and risks involved;
31. it has (a) made its own assessment and satisfied itself concerning
legal, regulatory, tax, business and financial considerations in connection
herewith to the extent it deems necessary; (b) had access to review publicly
available information concerning the Company that it considers necessary or
appropriate and sufficient in making an investment decision; (c) reviewed such
information as it believes is necessary or appropriate in connection with its
subscription of the Placing Shares; and (d) made its investment decision based
upon its own judgment, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of the Banks;
32. it may not rely on any investigation that the Banks or any person acting
on its behalf may or may not have conducted with respect to the Company, or
the Placing and the Banks has not made any representation to it, express or
implied, with respect to the merits of the Placing, the subscription for the
Placing Shares, or as to the condition, financial or otherwise, of the
Company, or as to any other matter relating thereto, and nothing herein shall
be construed as a recommendation to it to subscribe for the Placing Shares. It
acknowledges and agrees that no information has been prepared by the Banks or
the Company for the purposes of this Placing;
33. it will not hold the Banks nor any of their affiliates nor any person
acting on their behalf responsible or liable for any misstatements in or
omission from any publicly available information relating to the Company or
information made available (whether in written or oral form) in presentations
or as part of roadshow discussions with investors relating to the Company (the
"Information") and that neither the Banks nor any person acting on its behalf
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any responsibility for
any of such Information;
34. it is not, and any person who it is acting on behalf of is not, and at
the time the Placing Shares are subscribed will not be, a resident of, or with
an address in, the United States, Australia, Japan, New Zealand, the Republic
of South Africa, and it acknowledges and agrees that the Placing Shares have
not been and will not be registered or otherwise qualified for offer and sale
nor will a prospectus be published in respect of any of the Placing Shares
under the securities laws or legislation of the United States, Australia,
Japan, New Zealand, the Republic of South Africa or any other jurisdiction in
which such offer or solicitation is or may be unlawful and, subject to certain
exceptions, may not be offered, sold, delivered or transferred, directly or
indirectly, within those jurisdictions;
35. unless specifically agreed in writing with the Banks, the Placee is; (a)
a person located outside the United States at the time the Placing Shares are
acquired; and (b) is subscribing for Placing Shares only in an "offshore
transaction" as defined in and pursuant to Regulation S, and is not
subscribing for Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any Placing
Shares in or into the United States;
36. the Placee is not acquiring Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or as a result of any form of
"general solicitation" or "general advertising" (within the meaning of Rule
502(c) of Regulation D of the US Securities Act); and
37. it is not acting on a non-discretionary basis for the account or benefit
of a person located within the United States at the time the undertaking to
subscribe for Placing Shares is given.
The foregoing acknowledgements, undertakings, understandings, representations,
warranties and agreements are given for the benefit of the Company and the
Banks as joint bookrunners.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the United Kingdom by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that the Banks or any of their affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is dealing with the
Banks, any money held in an account with the Banks on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA made under
FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from the money of the Banks in accordance with the
client money rules and will be used by the Banks in the course of its own
business; and the Placee will rank only as a general creditor of the Banks (as
applicable).
All times and dates in this Announcement may be subject to amendment. The
Banks shall notify the Placees and any person acting on behalf of the Placees
of any changes.
Past performance is not a guide to future performance and persons needing
advice should consult an independent financial adviser.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, the
Placing Documents.
APPENDIX 2
DEFINITIONS
Acquisition the Company's acquisition of the entire issued and to be issued share capital
of InvestAcc pursuant to the Acquisition Agreements
Act the UK Companies Act 2006
Acquisition Agreements together, the Principal SPA and the Minority SPAs
Admission admission of the New Ordinary Shares to the standard listing segment of the
Official List becoming effective in accordance with the Listing Rules and the
admission of the New Ordinary Shares to trading on the main market for listed
securities operated by the London Stock Exchange becoming effective in
accordance with the Admission and Disclosure Standards, expected to occur at
8.00 a.m. on 4 July 2024
Admission and Disclosure Standards the requirements contained in the publication entitled "Admission and
Disclosure Standards" that is most current at the date of this Announcement
containing, among other things, the Admission requirements to be met by
companies seeking Admission to trading on the London Stock Exchange's main
market for listed securities
Advanced Computer Software Advanced Computer Software Limited (formerly Advanced Computer Software Plc)
Applications the applications:
(a) to the FCA for Admission of the New Ordinary Shares to
the standard listing segment of the Official List; and
(b) to the London Stock Exchange for Admission of the New
Ordinary Shares to trading on the London Stock Exchange's main market for
listed securities
AuA assets under management
Bidco MAC II UK Limited
Banks each of Liberum and KK and "Bank" shall mean either of them
BCA Marketplace BCA Marketplace Limited (formerly BCA Marketplace Plc)
Board or Directors the current directors of the Company
Breedon Aggregates Breedon Aggregates Limited
Business Acquisition a merger, share exchange, asset acquisition, share or debt
purchase, reorganisation or similar business combination with one
or more businesses
CAGR compound annual growth rate
certificated or in certificated form a share or other security not held in uncertificated form (i.e. not in CREST)
Conversion Shares the 12,000,000 Ordinary Shares to be issued following the conversion of the
12,000,000 A Shares in issue
Company or MAC II Marwyn Acquisition Company II Limited, a company incorporated in the British
Virgin Islands (registered number 2040956)
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear UK & International Limited is the operator (as defined in the
CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from
time to time
Depository Link Market Services Trustees Limited
Depository Interests a dematerialised Depository interest issued by the Depository in
uncertificated form, each representing one Placing Share through CREST in the
ratio of one depository interest for every one underlying Placing Share held
by the Depository on trust
Distribution a distribution in specie by the Company of all or substantially all of the
Company's assets
Enlarged Group the Group, as enlarged by the Acquisition with effect from completion of the
Acquisition
Entertainment One Entertainment One Limited
EEA European Economic Area
EU the European Union
EU Prospectus Regulation Regulation (EU) 2017/1129 (as amended)
Exit (i) a sale, merger or change of control of the Company or (ii) a sale or
merger of HoldCo or a sale of all or substantially all of the revenue or net
assets of HoldCo in combination with the distribution of the net proceeds of
that sale or merger to Shareholders
Financial Conduct Authority or FCA the Financial Conduct Authority of the United Kingdom
FCA Authorised Company the companies within the InvestAcc Group that are FCA authorised
FSMA the Financial Services and Markets Act 2000 (as amended, modified,
consolidated, re-enacted or replaced from time to time)
Fundraising the Placing and the Subscription
Group the Company and its subsidiary undertakings from time to time
HoldCo MAC II (BVI) Limited
IFA Independent financial adviser
IPA InvestAcc Pension Administration Limited
IPO the initial public offering of the Company which took place on 4 December 2020
InvestAcc InvestAcc Group Limited, a company incorporated in England and Wales with
company number 02719226 and whose registered address is Unit 2 The Sidings,
Port Road Business Park, Carlisle, Cumbria CA2 7AF
InvestAcc Group InvestAcc and its subsidiary undertakings
Investor person(s) who confirms their agreement to the Company to acquire New Ordinary
Shares under the Offer
Issue Price £1.00 per Ordinary Share
Joint Bookrunners together, Liberum and KK
Lock-in Period 12 month period following Completion
London Stock Exchange London Stock Exchange plc
KK KK Advisory Ltd, a company incorporated in England and Wales (registered
number: 11936988), Joint Bookrunner
Liberum Liberum Capital Limited (company number: 05912554), the Company's financial
adviser, and Joint Bookrunner
Listing Rules the listing rules made by the FCA under Part VI of the FSMA
LTIP the long term incentive plan of HoldCo
MAR EU Market Abuse Regulation (EU/596/2014) as it forms part of UK domestic law
by virtue of the European (Withdrawal) Act 2018 (as amended)
Marwyn Marwyn Investment Management and entities owned or controlled by it, or under
common ownership or control with it, from time to time, including Marwyn
Capital
MiFID EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, in each case as amended and supplemented
from time to time
Minority Sellers the Sellers other than the Principal Sellers
Minority SPAs the share sale and purchase agreements each of which are dated 27 June 2024
and entered into by each Minority Seller and Bidco
New Depository Interests the new Depository Interests to be issued by the Depository to represent those
Placing Shares that Placees have elected to receive in uncertificated form
New Ordinary Shares the Placing Shares and the Subscription Shares
Offer the placing and subscription of the New Ordinary Shares at the Issue Price
Official List the official list maintained by the FCA pursuant to Part VI of FSMA
Ordinary Shares ordinary shares of no par value in the share capital of the Company
P-proof Prospectus the placing proof of the Prospectus used in connection with the Placing
Pathfinder Prospectus the pathfinder prospectus used in connection with the Placing
Placees a person procured by the Banks on behalf of the Company who agrees
conditionally to subscribe for Placing Shares on the terms of this
Announcement
Placing the conditional placing by the Banks, as agent for the Company, of the Placing
Shares pursuant to the terms, and subject to the conditions, set out in the
Placing Agreement
Placing Agreement the conditional agreement dated 28 June 2024 between the Company and the
Banks relating to the Placing, further details of which are set out in this
Announcement
Placing Documents this Announcement, the Applications, the Placing Results Announcement, the
Investor Presentation, the Pathfinder Prospectus, the P-Proof Prospectus and
the Prospectus and any other documents, announcements or other communications
issued by or on behalf of the Company (on its express instruction) in
connection with the Placing or the offering of the Placing Shares
Placing Results Announcement the press announcement to be issued by the Company, giving details of the
numbers of Placing Shares to be issued by the Company to Placees at the Issue
Price
Placing Shares the number of New Ordinary Shares as set out in the term sheet to be issued
and allotted to the Placees pursuant to the Placing
Post Admission Dealings dealings in the Placing Shares during the period from Admission until 90 days
thereafter
Principal Sellers Nick Gardner and Anne-Marie Gardner
Principal SPA the share sale and purchase agreement dated 27 June 2024 and
entered into between the Principal Sellers and Bidco
Prospectus the Prospectus prepared by the Company in relation to the Acquisition, to be
published on or around 1 July 2024
Prospectus Regulation Rules the Prospectus Regulation rules made by the FCA (as these rules may be amended
from time to time)
Qualified Investors "qualified investors" within the meaning of Article 2(e) the EU Prospectus
Regulation
Re-Admission the re-admission upon Completion of all the Ordinary Shares in issue
immediately prior to Completion, including the New Ordinary Shares, the
Conversion Shares and the Consideration Shares, to the Official List and to
trading on the Main Market
Relevant Person persons:
(a) if in member states of the EEA, Qualified Investors; or
(b) if in the United Kingdom, "qualified investors" within the meaning of
Article 2(e) of the UK Prospectus Regulation who are (i) persons who fall
within the definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
("Order"), as amended, or (ii) persons who fall within Article 49(2)(a) to (d)
of the Order; or
(c) persons to whom it may otherwise lawfully be communicated
Registrars the Company's registrars, being Link Market Services (Guernsey) Limited
Restricted Period 12 months following the end of the Lock-in Period
Sellers the holders of the entire current issued and to be issued share
capital of the InvestAcc
Shareholders holders of Ordinary Shares from time to time
SIPP self-invested personal pension
Signing Date 27 June 2024
SME small and medium-sized enterprises
Sponsor the holder of the Sponsor Share
Sponsor Share the sponsor share of no-par value of the Company
SSAS small self-administered scheme
Subscriber a person who has agreed conditionally to subscribe for Subscription Shares on
the terms of the Subscription Letter(s)
Subscription the subscription for the Subscription Shares by Subscriber(s) pursuant to the
terms of the Subscription Letter(s)
Subscription Letter(s) the letter(s) entered into by the Company and each of the Subscriber(s) on or
around the date of this Announcement
Subscription Shares the New Ordinary Shares to be issued to the Subscriber(s) pursuant to the
terms of the Subscription Letter(s)
Subsidiary as defined in section 1159 and Schedule 6 of the Act
subsidiary undertaking as defined in section 1162 and Schedule 6 of the Act
Term Sheet a term sheet to be executed by the Company and the Banks following completion
of the Bookbuild
uncertificated or in uncertificated form recorded on the register of members of the Company as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of the CREST system
UK Prospectus Regulation (EU) Regulation No. 2017/1129 which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 (as amended)
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
United States or US the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
US Securities Act the United States Securities Act of 1933, as amended
Vesta Vesta Wealth Limited
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