Interim Report for the period ended 31 Dec 2021
31/03/2022 17:00
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RNS Number : 8392G Marwyn Acquisition Company II Ltd 31 March 2022
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LEI: 2549008KZ7HM27V4O637
Marwyn Acquisition Company II Limited
(the "Company")
Interim Report for the period ended 31 December 2021
The Company announces its interim results for the period ended 31 December
2021.
The Interim Report is also available on the 'Shareholder Documents' page of
the Company's website at www.marwynac2.com (http://www.marwynac2.com) .
Enquiries:
Company Secretary
Antoinette Vanderpuije 020 7004 2700
Finsbury Glover Hering - PR Adviser
Rollo Head 07768 994 987
Chris Sibbald 07855 955 531
Investec Bank plc - Financial Adviser 020 7597 5970
Christopher Baird
Carlton Nelson
Alex Wright
N.M. Rothschild & Sons Limited - Financial Adviser 020 7280 5000
Peter Nicklin
Shannon Nicholls
WH Ireland Limited - Corporate Broker 020 7220 1666
Harry Ansell
Katy Mitchell
MARWYN ACQUISITION COMPANY II LIMITED
Unaudited Interim
Condensed Consolidated Financial Statements for the six months ended 31
December 2021
MANAGEMENT REPORT
I present to shareholders the unaudited interim condensed consolidated
financial statements of Marwyn Acquisition Company II Limited (the "Company")
for the six months to 31 December 2021 (the "Consolidated Interim Financial
Statements"), consolidating the results of Marwyn Acquisition Company II
Limited and its subsidiary MAC II (BVI) Limited (collectively, the "Group" or
"MAC").
Strategy
The Company is listed on the Standard Segment of the Official List of the
Financial Conduct Authority and its ordinary shares are admitted to trading on
the Main Market of the London Stock Exchange. The Company is an acquisition
company incorporated for the purpose of effecting a merger, share exchange,
asset acquisition, share or debt purchase, reorganisation or similar business
combination with one or more businesses (a "Business Acquisition"). While the
Company will consider a broad range of sectors, those currently believed to
provide the greatest opportunity and on which the Company will initially be
focussed include Automotive & Transport, Business-to-Business Services,
Clean Technology, Consumer & Luxury Goods, Financial Services, Banking
& Fintech, Insurance, Reinsurance & InsurTech & Other Vertical
Marketplaces, Healthcare & Diagnostics and Media & Technology. The
Company's strategy is included in full on the Company's website at
https://www.marwynac2.com/about-us/investment-focus/default.aspx
(https://www.marwynac2.com/about-us/investment-focus/default.aspx) .
The Company's objective is to generate attractive long term returns for
shareholders and to enhance value by supporting sustainable growth,
acquisitions and performance improvements within the acquired businesses or
companies.
The Company will seek to capitalise on the combined investment experience of
its founders (James Corsellis and Mark Brangstrup Watts), further supported by
the capabilities of the Marwyn group. The Company believes that such
directors' experience founding and managing businesses over a 19 year track
record of working together and executing an investment strategy comparable to
that of the Company will be of significant value in helping to achieve the
Company's objectives of sourcing and executing a successful acquisition and
delivering sustainable long term equity returns to shareholders.
Activity
During the period the Directors have continued to progress discussions with
advisers regarding the most efficient capital structure for the Company to
execute its strategy, including a potential further equity raise which was
first announced by the Company as being under consideration in April 2021.
Over time, and in response to market conditions and conversations with
potential investors, both the nature and the structure of the equity raise has
evolved. Having considered the different opportunities available to the
Company to raise capital, on 29 March 2022, the Company announced its
intention to publish a prospectus in relation to a placing programme (the
"Placing Programme") of up to 500 million C Shares at an issue price of £1.00
each (the "Placing Programme Prospectus") which will enable the Company to
raise redeemable capital at any time over the following 12 months. The Placing
Programme Prospectus and supporting documentation will, when published, be
available on the Company's website www.marwynac2.com/investors/prospectus
(http://www.marwynac2.com/investors/prospectus) .
The Directors believe that the addition of the ability, where appropriate, to
issue C ordinary redeemable shares under the Placing Programme, alongside the
existing flexibility of the MAC Model to utilise the issuance of either listed
Ordinary shares or unlisted B shares, provides the Company with a competitive
advantage in securing attractive acquisition opportunities and bringing the
best executive management back to the UK public markets.
As a result of the change in nature and structure of the equity raise from
that which was initially explored and announced as being under consideration
in April 2021, a portion of the costs incurred in the period to 30 June 2021
are no longer considered directly attributable to the Placing Programme and
accordingly costs previously recorded as prepayments pending their allocation
against equity on completion of the capital raise will be taken to profit and
loss in accordance with the Group's critical accounting judgements disclosed
in note 3 to the financial statements. As a result, costs of £459,004, which
were recorded in prepayments as at 30 June 2021, have been recorded as an
expense in the six month period to 31 December 2021.
Results
The Group's loss after taxation for the period to 31 December 2021 was
£658,746 (period to 31 December 2020: loss of £222,458). The Group held a
cash balance at the period end of £11,717,698 (as at 30 June 2021:
£12,255,387).
Dividend Policy
The Company has not yet acquired a trading business and it is therefore
inappropriate to make a forecast of the likelihood of any future dividends.
The Directors intend to determine the Company's dividend policy following
completion of an acquisition and, in any event, will only commence the payment
of dividends when it becomes commercially prudent to do so.
Corporate Governance
As a company with a Standard Listing, the Company is not required to comply
with the provisions of the UK Corporate Governance Code and given the size and
nature of the Group the Directors have decided not to adopt the UK Corporate
Governance Code. Nevertheless, the Board is committed to maintaining high
standards of corporate governance and will consider whether to voluntarily
adopt and comply with the UK Corporate Governance Code as part of any Business
Acquisition, taking into account the Company's size and status at that time.
The Company currently complies with the following principles of the UK
Corporate Governance Code:
· The Company is led by an effective and entrepreneurial Board,
whose role is to promote the long term sustainable success of the Company,
generating value for shareholders and contributing to wider society.
· The Board ensures that it has the policies, processes, information,
time and resources it needs in order to function effectively and efficiently.
· The Board ensures that the necessary resources are in place for the
company to meet its objectives and measure performance against them.
Given the size and nature of the Company, the Board has not established any
committees and intends to make decisions as a whole. If the need should arise
in the future, for example following any acquisition, the Board may set up
committees and may decide to comply with the UK Corporate Governance Code.
Risks
The Directors have carried out a robust assessment of the principal risks
facing the Group including those that would threaten its business model,
future performance, solvency or liquidity. A complete review of the Group's
risks have been undertaken in connection with the Placing Programme. Such
risks will be set out in the Placing Programme Prospectus which will, when
published, be available on the Company's website
www.marwynac2.com/investors/prospectus. The Directors are of the opinion that
the risks detailed in the Placing Programme Prospectus are applicable for the
remaining six months of the current financial year.
Outlook
We believe there is significant opportunity to invest in businesses that have
the potential to be long term beneficiaries of the changes to their respective
sectors and the underlying acceleration of digitalisation that the current
macro environment has brought about. We are active in pursuing and evaluating
opportunities with advisers, potential management partners, and acquisition
targets and are confident about acquiring an attractive platform business for
our shareholders.
REPONSIBILITY STATEMENT
Each of the Directors confirms that, to the best of their knowledge:
(a) these Consolidated Interim Financial Statements, which have been prepared
in accordance with IAS 34 "Interim Financial Reporting" as adopted by the
European Union, give a true and fair view of the assets, liabilities,
financial position and profit or loss of MAC; and
(b) these Consolidated Interim Financial Statements comply with the
requirements of DTR 4.2.
Neither the Company nor the Directors accept any liability to any person in
relation to the interim financial report except to the extent that such
liability could arise under applicable law.
Details on the Company's Board of Directors can be found on the Company
website at www.marwynac2.com (http://www.marwynac2.com) .
James Corsellis
Chairman
31 March 2022
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended Period ended
31 December 31 December
2021 2020
Note Unaudited Unaudited
£ £
Administrative expenses 6 (785,746) (222,458)
Total operating loss (785,746) (222,458)
Other income 7 127,000 -
Loss for the period before tax (658,746) (222,458)
Income tax 8 - -
Loss for the period (658,746) (222,458)
Total other comprehensive income - -
Total comprehensive loss for the period
(658,746) (222,458)
Loss per ordinary share
Basic and diluted 9 (0.05) (0.32)
The Group's activities derive from continuing operations.
The Notes on pages 9 to 18 form an integral part of these Consolidated Interim
Financial Statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
31 December 30 June
2021 2021
Note Unaudited Audited
£ £
Assets
Current assets
Other receivables 11 245,935 651,708
Cash and cash equivalents 12 11,717,698 12,255,387
Total current assets 11,963,633 12,907,095
Total assets 11,963,633 12,907,095
Equity and liabilities
Equity
Ordinary Shares 15 326,700 326,700
A Shares 15 10,320,000 10,320,000
Sponsor share 15 1 1
Share-based payment reserve 169,960 169,960
Accumulated losses (1,294,842) (636,096)
Total equity 9,521,819 10,180,565
Current liabilities
Trade and other payables 13 790,814 948,530
Warrants 14 1,651,000 1,778,000
Total liabilities 2,441,814 2,726,530
Total equity and liabilities 11,963,633 12,907,095
The Notes on pages 9 to 18 form an integral part of these Consolidated Interim
Financial Statements.
The financial statements were approved by the Board of Directors on 31
March 2022 and were signed on its behalf by:
Mark Brangstrup Watts
Director
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Notes Ordinary shares A Shares Sponsor share Share based payment reserve Total equity
Accumulated losses
£ £ £ £ £ £
Balance as at 1 July 2021 326,700 10,320,000 1 169,960 (636,096) 10,180,565
Loss and total comprehensive loss for the period - - - - (658,746) (658,746)
Balance as at 31 December 2021 326,700 10,320,000 1 169,960 (1,294,842) 9,521,819
Notes Ordinary shares A Shares Sponsor share Share based payment reserve Total equity
Accumulated losses
£ £ £ £ £ £
Balance at 31 July 2020 - - - - - -
Issuance of 1 ordinary share 15 1 - - - - 1
Redesignation of 1 ordinary share 15 (1) - 1 - - -
Issuance of 700,000 ordinary shares(1) 15 602,000 - - - - 602,000
Share issue costs 15 (275,300) - - - - (275,300)
Loss and total comprehensive loss for the period - - - - (222,458) (222,458)
Share-based payment charge - - - 169,960 - 169,960
Balance as at 31 December 2020 326,700 - 1 169,960 (222,458) 274,203
The Notes on pages 9 to 18 form an integral part of these Consolidated Interim
Financial Statements.
(1)The amounts raised from issuance of ordinary shares and matching warrants
were required to be split between equity and warrant liability based on the
fair value attributable to these. Therefore, the amounts shown should be
considered alongside the warrant liability as detailed in note 14.
CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended Period ended
31 December 31 December
2021 2020
Note Unaudited Unaudited
£ £
Operating activities
Loss for the period (658,746) (222,458)
Adjustments to reconcile total operating loss to net cash flows:
Deduct fair value gain on warrant liability 14 (127,000) -
Add back share based payment expense - 154,960
Working capital adjustments:
Decrease / (increase) in trade and other receivables and prepayments 405,773 (20,192)
(Decrease) / increase in trade and other payables (157,716) 153,648
Net cash flows used in operating activities (537,689) 65,958
Financing activities
Proceeds from issue of ordinary share capital and matching warrants 15 - 700,001
Proceeds from issue of A share capital in MAC II (BVI) Limited - 15,000
Cost of share issuance 15 - (275,300)
Net cash flows from financing activities - 439,701
Net (decrease)/increase in cash and cash equivalents (537,689) 505,659
Cash and cash equivalents at the beginning of the period 12,255,387 -
Cash and cash equivalents at the end of the period 12 11,717,698 505,659
The Notes on pages 9 to 18 form an integral part of these Consolidated Interim
Financial Statements.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Marwyn Acquisition Company II Limited was incorporated on 31 July 2020 in the
British Virgin Islands ("BVI") as a BVI business company (registered number
2040956) under the BVI Business Company Act, 2004. The Company was listed on
the Main Market of the London Stock Exchange on 4 December 2020 and has its
registered address at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road
Town, Tortola, British Virgin Islands VG1110 and UK establishment at 11
Buckingham Street, London WC2N 6DF. The Company has been formed for the
purpose of effecting a merger, share exchange, asset acquisition, share or
debt purchase, reorganisation or similar business combination with one or more
businesses. The Company has one wholly owned subsidiary, MAC II (BVI) Limited
(together with the Company the "Group").
2. ACCOUNTING POLICIES
(a) Basis of preparation
The Consolidated Interim Financial Statements have been prepared in accordance
with the IAS 34 Interim Financial Reporting and are presented on a condensed
basis.
The Consolidated Interim Financial Statements do not include all the
information and disclosures required in the annual financial statements and
should be read in conjunction with the Group's Annual Report and Consolidated
Financial Statements for the year ended 30 June 2021, which is available on
the Company's website, www.marwynac2.com (http://www.marwynac2.com) .
(b) Going concern
The Consolidated Interim Financial Statements have been prepared on a going
concern basis, which assumes that the Group will continue to be able to meet
its liabilities as they fall due within the next twelve months from the date
of approval.
(c) New standards and amendments to International Financial Reporting
Standards
Standards, amendments and interpretation effective and adopted by the Group
The accounting policies adopted in the preparation of these Consolidated
Interim Financial Statements are consistent with those followed in the
preparation of the Group's audited consolidated financial statements for the
period ended 30 June 2021, which were prepared in accordance with the
International Financial Reporting Standards ("IFRS"), as adopted by the
European Union, updated to adopt those standards which became effective for
periods starting on or before 1 January 2020. None of the new standards have
had a material impact on the Group.
Standards issued but not yet effective
The following standards are issued but not yet effective. The Group intends to
adopt these standards, if applicable, when they become effective. It is not
expected that these standards will have a material impact on the Group.
Standard Effective date
Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37); 1 January 2022
Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 1 January 2022
16);
Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, 1 January 2022
IFRS 16 and IAS 41);
Amendments to IFRS 3: References to Conceptual Framework; 1 January 2022
Amendments to IAS 1 Presentation of Financial Statements: Classification of 1 January 2023
Liabilities as Current or Non-current
Disclosure of accounting policies (Amendments to IAS 1) 1 January 2023
Definition of accounting estimates (Amendments to IAS 8) 1 January 2023
Amendments to IFRS 17 Insurance contracts 1 January 2023
Amendments to IAS 12 Income Taxes: Deferred tax related to assets and 1 January 2023
liabilities arising from a similar transaction
3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group's Financial Statements under IFRS requires the
Directors to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and
liabilities. Estimates and judgements are continually evaluated and are based
on historical experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates.
Critical accounting judgements
Recognition and classification of prepayment relating to a possible further
equity raise
The Directors have continued to progress a further equity raise which was
first announced by the Company in April 2021. As at 30 June 2021, £713,160
was accrued in relation to the potential equity raise, of which £592,827 was
included in current asset prepayments. As set out in the Management Report,
since 30 June 2021, both the nature and the structure of the fundraise has
evolved, and as a result the Directors have considered each of the costs
associated with this project to determine whether:
(i) they are directly attributable to the issuance of
shares, and therefore would be taken as a deduction from equity on the
issuance of further equity, or;
(ii) they should be taken directly to Profit or Loss.
As at 31 December 2021, £459,004 previously recorded in current asset
prepayments has been taken to the profit and loss account. As at the period
end, £186,594 has been included in current asset prepayments (refer to note
11) as these costs are directly attributable to a future issuance of shares
under the Placing Programme, which the Directors intend to conclude within the
next 12 months. Following an equity raise, these costs will be reclassified
from prepayments to equity. However, there is no certainty that this capital
raise will take place. If the capital raise does not take place, these costs
will be expensed to profit and loss.
Key sources of estimation uncertainty
Valuation of warrants
The Company has issued matching warrants on both the issue of ordinary shares
and A shares. For every share subscribed for, each investor was also granted a
warrant ("Warrant") to acquire a further share at an exercise price of £1.00
per share (subject to a downward adjustment under certain conditions). The
Warrants are exercisable at any time until five years after the issue date.
Please refer to note 19 which details a change to the exercise period
effective on the issuance of the Placing Programme Prospectus. The Warrants
were valued using the Black-Scholes option pricing methodology which
considered the exercise price, expected volatility, risk free rate, expected
dividends, and expected term of the Warrants.
4. SEGMENT INFORMATION
The Board of Directors is the Group's chief operating decision-maker. As the
Group has not yet acquired a trading business, the Board of Directors
considers the Group as a whole for the purposes of assessing performance and
allocating resources, and therefore the Group has one reportable operating
segment.
5. EMPLOYEES AND DIRECTORS
The Group does not have any employees. During the six months ended 31 December
2021, the Company had two directors: James Corsellis and Mark Brangstrup
Watts, neither director received remuneration under the terms of their
director service agreements. The Directors are indirectly beneficially
interested in Incentive Shares held by the Company's subsidiary which were
issued in the period ended 30 June 2021.
6. ADMINISTRATIVE EXPENSES
For six months For the period
ended 31 December 2021 ended 31 December 2020
Unaudited Unaudited
£ £
Group expenses by nature
Professional support 202,062 18,467
Non-recurring project, professional and due diligence costs 551,531 43,686
Share based payment expense - 154,960
Audit Fees 22,500 4,000
Other expenses 9,653 1,345
785,746 222,458
7. OTHER INCOME
For six months For the period
ended 31 December 2021 ended 31 December 2020
Unaudited Unaudited
£ £
Fair value gain on warrant liability 127,000 -
127,000 -
The fair value gain arising on the warrant liability is discussed further in
note 14.
8. TAXATION
For six months For the period
ended 31 December 2021 ended 31 December 2020
Unaudited Unaudited
£ £
Analysis of tax in period
Current tax on profits for the period - -
Total current tax - -
Reconciliation of effective rate and tax charge:
For six months For the period
ended 31 December 2021 ended 31 December 2020
Unaudited Unaudited
£ £
Loss on ordinary activities before tax (658,746) (222,458)
Expenses not deductible for tax purposes 122 24,861
Loss on ordinary activities subject to corporation tax 658,624 (197,597)
Loss on ordinary activities multiplied by the rate of corporation tax in the (125,139) (37,543)
UK of 19% (2020: 19%)
Effects of:
Losses carried forward for which no deferred tax recognised 125,139 37,543
Total taxation charge - -
The Group is tax resident in the UK. As at 31 December 2021, cumulative tax
losses available to carry forward against future trading profits were
£1,136,967 (As at 31 December 2020: £37,543) subject to agreement with HM
Revenue & Customs. There is currently no certainty as to future profits
and no deferred tax asset is recognised in relation to these carried forward
losses. Under UK Law, there is no expiry for the use of tax losses.
9. LOSS PER ORDINARY SHARE
Basic EPS is calculated by dividing the loss attributable to equity holders of
the company by the weighted average number of ordinary shares in issue during
the period. Diluted EPS is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. The weighted average number of shares has not been
adjusted in calculating diluted EPS as there are no instruments which have a
current dilutive effect. The Company has issued warrants, which are each
convertible into one ordinary share. The Group made a loss in the current
period, which would result in the warrants being anti-dilutive. Therefore, the
warrants have not been included in the calculation of diluted earnings per
share.
The Company maintains three different share classes, being ordinary shares, A
shares and sponsor shares. The key difference between ordinary shares and A
shares is that the ordinary shares are listed and have voting rights attached.
The share classes both have equal rights to the residual net assets of the
company, which enables them to be considered collectively as one class per the
provisions of IAS 33. The sponsor share has no rights to distribution rights
so has been ignored for the purposes of IAS 33.
Refer to note 14 (warrants) of these Consolidated Interim Financial Statements
and refer to note 17 (share-based payments) of the Group's Annual Report and
Consolidated Financial Statements for the period ended 30 June 2021 for
instruments that could potentially dilute basic EPS in the future.
For six months ended 31 December 2021 For the period ended 31 December 2020
Unaudited Unaudited
Loss attributable to owners of the parent (£'s) (658,746) (222,458)
Weighted average in issue 12,700,000 700,000
Basic and diluted loss per ordinary share (£'s) (0.05) (0.32)
10. INVESTMENTS
Principal subsidiary undertakings of the Group
The Company is the parent of the Group, the Group comprises of the Company and
the following subsidiary as at 31 December 2021:
Nature of business Country of incorporation Proportion of ordinary shares held by parent Proportion of ordinary shares held by the Group
Subsidiary
MAC II (BVI) Limited Incentive vehicle BVI 100% 100%
There are no restrictions on the parent company's ability to access or use the
assets and settle the liabilities of the parent company's subsidiary The
registered office of MAC II (BVI) Limited is Commerce House, Wickhams Cay 1,
P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands.
11. OTHER RECEIVABLES
As at 31 December 2021 As at 30
June 2021
Unaudited Audited
£ £
Amounts receivable in one year:
Prepayments 202,552 597,485
Due from a related party 1 23,964
VAT receivable 43,382 30,259
245,935 651,708
There is no material difference between the book value and the fair value of
the receivables.
Receivables are considered to be past due once they have passed their
contracted due date. Other receivables are all current. Prepayments at the
period end includes professional costs of £186,594 (as at period ended 30
June 2021: £592,827) incurred in connection with initial capital raise and
Placing Programme that will be deducted from equity on completion. This is
discussed in further detail in note 13 and outlined in the critical accounting
judgements in note 3.
12. CASH AND CASH EQUIVALENTS
As at As at
31 December 2021 30 June 2021
Unaudited Audited
£ £
Cash and cash equivalents
Cash at bank 11,717,698 12,255,387
11,717,698 12,255,387
Credit risk is managed on a group basis. Credit risk arises from cash and cash
equivalents and deposits with banks and financial institutions. For banks and
financial institutions, only independently rated parties with a minimum
short-term credit rating of P-1, as issued by Moody's, are accepted.
13. TRADE AND OTHER PAYABLES
As at 31 December 2021 As at 30
June 2021
Unaudited Audited
£ £
Amounts falling due within one year:
Trade payables 8,145 88,870
Due to a related party 59,127 41,355
Accruals 723,542 818,305
790,814 948,530
There is no material difference between the book value and the fair value of
the trade and other payables.
In connection with the Company's exploration of a potential further equity
raise as announced to the market on 20 April 2021, the Company has incurred
professional adviser costs. An amount of, £186,594 (as at period ended 30
June 2021: £592,827) is included in prepayments as detailed in note 11 as it
directly relates to the potential issuance of share capital and therefore, on
completion of the Placing Programme, would be reflected in equity. An amount
of £551,531 (as at period ended 30 June 2021: £120,333) has been taken to
the profit and loss account and is included within non-recurring project,
professional and diligence costs. Accruals in respect of these costs as at the
period end totalled £692,792 (as at period ended 30 June 2021: £713,160) and
are non-interest bearing and are expected to be settled within 12 months and
have been classified as current. Further detail is included in the critical
accounting judgements note 3.
All trade payables are non-interest bearing and are usually paid within 30
days.
14. WARRANT LIABLITY
As at As at
31 December
30 June
2021
2021
Unaudited Audited
£ £
Amounts falling due within one year:
Warrant liability - ordinary shares 91,000 98,000
Warrant liability - A shares 1,560,000 1,680,000
1,651,000 1,778,000
On 4 December 2020, the Company issued 700,000 ordinary shares and matching
warrants at a price of £1 for one ordinary share and matching warrant.
Under the terms of the warrant instrument, warrant holders are able to acquire
one ordinary share per warrant at a price of £1 per ordinary share, subject
to a downward price adjustment depending on future share issues. Warrants are
fully vested at the period end and are immediately exercisable for 5 years
from the date of issue.
On 20 April 2021, the Company issued 12,000,000 A shares and matching warrants
at a price of £1 for one A share and matching A warrant. Under the terms of
the warrant instrument, warrant holders are able to acquire one ordinary share
per warrant at a price of £1 per ordinary share, subject to a downward price
adjustment depending on future share issues. Warrants are fully vested at the
period end and are immediately exercisable for 5 years from the date of issue.
Warrants are accounted for as a level 3 derivative liability instruments and
are measured at fair value at grant date and each subsequent balance sheet
date. The warrants and A warrants were separately valued at the date of
grant. For both the warrants and A warrants, the combined market value of one
share and one Warrant was considered to be £1, in line with the market price
paid by third party investors. A Black-Scholes option pricing methodology was
used to determine the fair value, which considered the exercise prices,
expected volatility, risk free rate, expected dividends and expected term. On
initial recognition, Warrants had a fair value of 14p per Warrant. This
remained unchanged until 31 December 2021 (the balance sheet date) where the
fair value reduced to 13p per warrant.
The key assumptions used in determining the fair value of the Warrants are as
follows:
As at As at
31 December
30 June
2021
2021
Unaudited Audited
Combined price of a share and warrant £1 £1
Exercise price £1 £1
Expected volatility 25.0% 25.0%
Risk free rate 0.75% 0.32%
Expected dividends 0.0% 0.0%
Expected term 5 years from the IPO and 3.9 years from the period end date 5 years from the IPO and 4.4 years from the period end date
A 5-percentage point in the expected volatility rate would not have a material
impact on the fair value of the Warrants.
15. SHARE CAPITAL
As at As at
31 December
30 June
2021
2021
Unaudited Audited
£ £
Authorised
Unlimited ordinary shares of no par value - -
Unlimited A shares of no par value - -
100 sponsor shares of no par value - -
Issued
700,000 ordinary shares of no par value 326,700 326,700
12,000,000 A shares of no par value 10,320,000 10,320,000
1 sponsor share of no par value 1 1
10,646,701 10,646,701
On incorporation, the Company issued 1 ordinary share of no par value to MVI
II Holdings I LP. On 30 September 2020, it was resolved that updated
memorandum and articles ("Updated M&A") be adopted by the Company and with
effect from the time the Updated M&A be registered with the Registrar of
Corporate Affairs in the British Virgin Islands, the 1 ordinary share which
was in issue by the Company be redesignated as 1 sponsor share of no par value
(the "Sponsor Share"). Holders of ordinary shares are entitled to receive
notice and attend and vote at any meeting of members, the right to a share in
any distribution paid by the Company and a right to a share in the
distribution of the surplus assets of the Company on a winding up.
The Sponsor Share confers upon the holder no right to receive notice and
attend and vote at any meeting of members, no right to any distribution paid
by the Company and no right to a share in the distribution of the surplus
assets of the Company on a summary winding up. Provided the holder of the
Sponsor Share holds directly or indirectly 5 per cent. or more of the issued
and outstanding shares of the Company (of whatever class other than any
Sponsor Shares), they have the right to appoint one director to the Board.
The Company must receive the prior consent of the holder of the Sponsor Share,
where the holder of the Sponsor Share holds directly or indirectly 5 per cent.
or more of the issued and outstanding shares of the Company, in order to:
· Issue any further Sponsor Shares;
· issue any class of shares on a non pre-emptive basis where the
Company would be required to issue such share pre-emptively if it were
incorporated under the UK Companies Act 2006 and acting in accordance with the
Pre-Emption Group's Statement of Principles; or
· amend, alter or repeal any existing, or introduce any new
share-based compensation or incentive scheme in respect of the Group; and
· take any action that would not be permitted (or would only be
permitted after an affirmative shareholder vote) if the Company were admitted
to the Premium Segment of the Official List.
The Sponsor Share also confers upon the holder the right to require that: (i)
any purchase of ordinary shares; or (ii) the Company's ability to amend the
Memorandum and Articles, be subject to a special resolution of members whilst
the Sponsor (or an individual holder of a Sponsor Share) holds directly or
indirectly 5 per cent. or more of the issued and outstanding shares of the
Company (of whatever class other than any Sponsor Shares) or are a holder of
incentive shares.
16. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments at the period
end:
As at As at 30 June
2021
31 December 2021
Unaudited Audited
£ £
Financial assets measured at amortised cost
Cash and cash equivalents 11,717,698 12,255,387
Other receivables 1 23,964
11,717,699 12,279,351
Financial liabilities measured at amortised cost
Trade and other payables 790,814 948,530
790,814 948,530
Financial liabilities measured at fair value to profit and loss
Warrant Liability 1,651,000 1,778,000
1,651,000 1,778,000
The fair value and book value of the financial assets and liabilities are
materially equivalent.
The Group's risk management policies are established to identify and analyse
the risks faced by the Group, to set appropriate risk limits and controls, and
to monitor risks and adherence limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group's
activities.
Treasury activities are managed on a Group basis under policies and procedures
approved and monitored by the Board. These are designed to reduce the
financial risks faced by the Group which primarily relate to movements in
interest rates. As the Group's assets are predominantly cash and cash
equivalents, market risk and liquidity risk are not currently considered to be
material risks to the Group.
17. RELATED PARTIES
James Corsellis and Mark Brangstrup Watts are directors of the Company and
Antoinette Vanderpuije is the Company Secretary of the Company. Funds managed
by Marwyn Investment Management LLP ("MIM"), of which James Corsellis and Mark
Brangstrup Watts are managing partners and Antoinette Vanderpuije is a
partner, hold 75 per cent. of the Company's issued ordinary shares and
warrants and 100% of the A shares and A warrants at the period end date.
During the period MIM recharged expenses of £54,669 (2020: 11,805), of which
£48,000 (30 June 2021: £nil) was outstanding at the period end.
James Corsellis, Mark Brangstrup Watts and Antoinette Vanderpuije have a
beneficial interest in the Incentive Shares through their indirect interest in
Marwyn Long Term Incentive LP which owns 2,000 A ordinary shares in the
capital of MAC II (BVI) Limited, details in respect of the incentive shares
are included in the financial statements to 30 June 2021.
James Corsellis and Mark Brangstrup Watts are the managing partners of Marwyn
Capital LLP, and Antoinette Vanderpuije is also a partner. Marwyn Capital LLP
provides corporate finance advice, company secretarial, administration and
accounting services to the Company. As part of this engagement a fee of
£150,000 was charged in relation to the listing of the Company in 2020. On an
ongoing basis a monthly fee of £10,000 per calendar month charged for the
provision of the corporate finance services and managed services support on a
time spent basis. The total amount charged in the period ended 31 December
2021 by Marwyn Capital LLP for services was £85,614 (2020: £160,000) and
they had incurred expenses on behalf of the Company of £1,860 (2020: £Nil).
£11,127 (30 June 2021: £41,355) was outstanding as at the period end.
The Company has recharged costs during the period associated with provision of
project services of £4,729 (2020: £Nil) to Marwyn Acquisition Company III
Limited ("MAC III"), of which £Nil (30 June 2021: £23,964) was due to the
Company at period end. MAC III is related to the Group through James Corsellis
and Mark Brangstrup Watts being directors of MAC III.
18. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 31 December
2021 that requires disclosure or adjustment in these financial statements.
19. POST BALANCE SHEET EVENTS
On 29 the Company announced of its intention to publish the Placing Programme
Prospectus. The Placing Programme Prospectus and supporting documents will,
when published, be available on the Company's website
www.marwynac2.com/investors/prospectus
(http://www.marwynac2.com/investors/prospectus) .
In conjunction with the release of the Placing Programme Prospectus, the
exercise periods relating to the Ordinary Warrants and A Warrants have been
amended to expire on a date 5 years from the completion of the first Business
Acquisition. This change in exercise period will be taken into consideration
in the year end valuation of the warrants completed as at 30 June 2022.
ADVISORS
Financial Adviser BVI legal advisers to the Company
Investec Bank Plc Conyers Dill & Pearman
30 Gresham St Commerce House
London Wickhams Cay 1
EC2V 7QN Road Town
+44 (0)20 7597 4000 VG1110
Financial Adviser Tortola
British Virgin Islands
Financial Adviser Depository
N.M. Rothschild & Sons Limited Link Market Services Trustees Limited
New Court, St Swithin's Lane The Registry
London 34 Beckenham Road
EC4N 8AL Beckenham
020 7280 5000 Kent
BR3 4TU
Company Secretary Registrar
Antoinette Vanderpuije Link Market Services (Guernsey) Limited
11 Buckingham Street Mont Crevelt House
London Bulwer Avenue
WC2N 6DF St Sampson
Email: MAC2@marwyn.com Guernsey
GY2 4LH
Registered Agent and Assistant Company Secretary Independent auditor
Conyers Corporate Services (BVI) Limited Mazars LLP
Commerce House Tower Bridge House
Wickhams Cay 1 St. Katharine's Way
Road Town London
VG1110 E1W 1DD
Tortola
British Virgin Islands
English legal advisers to the Company Registered office
Travers Smith LLP Commerce House
10 Snow Hill Wickhams Cay 1
London Road Town
EC1A 2AL VG1110
Tortola
British Virgin Islands
Company Broker
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
+44 (0)20 7220 1666
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