LAUNCH OF REDEEMABLE SHARE CLASS PLACING PROGRAMME
29/03/2022 08:16
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RNS Number : 3704G Marwyn Acquisition Company II Ltd 29 March 2022
The information contained in this announcement is restricted and is not for
publication, release or distribution in the United States of America, any
member state of the European Economic Area ("EEA"), Canada, Australia, Japan,
the Republic of South Africa or any other jurisdiction where it is unlawful to
distribute this announcement.
This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the Financial Conduct Authority ("FCA") and is not a
prospectus. This announcement does not constitute or form part of, and should
not be construed as, an offer for sale or subscription of, or solicitation of
any offer to subscribe for or to acquire, any ordinary shares in Marwyn
Acquisition Company II Limited in any jurisdiction, including in or into the
United States, any member state of the EEA, Canada, Australia, Japan or the
Republic of South Africa should not subscribe for or purchase any securities
referred to in this announcement except on the basis of information in the
prospectus (the "Prospectus") in its final form, expected to be published
shortly by Marwyn Acquisition Company II Limited in connection with the
proposed placing programme of C Shares (as described and defined in this
announcement). A copy of the Prospectus will, following publication, be
available for viewing from the Company's website at
www.marwynac2.com/investors/prospectus
(http://www.marwynac2.com/investors/prospectus) and at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
LEI: 2549008KZ7HM27V4O637
Marwyn Acquisition Company II Limited
(the "Company" or, together with its subsidiary, the "Group")
LAUNCH OF REDEEMABLE SHARE CLASS PLACING PROGRAMME
The Board of Directors of Marwyn Acquisition Company II Limited (ticker: MAC2)
confirms that the Company intends to launch a 12-month placing programme (the
"Placing Programme"), pursuant to which the Company will have the ability to
issue up to 500 million C ordinary redeemable shares ("C Shares") at an issue
price of £1 per C Share in order to raise up to an aggregate £500 million.
- Marwyn* is a leading creator of listed acquisition companies with
a track record of investment performance having generated more than £4.7bn of
equity profits from 11 comparable listed acquisition companies
- The Marwyn Acquisition Company model ("MAC Model") is to launch
acquisition companies with an enhanced corporate structure, to appoint
Management Partners and subsequently refine the investment scope
- A new redeemable share class (C Share) provides an additional
method of raising up to £500m of capital on an accelerated basis
- The key features of the C Share class include ringfencing
investors' funds, providing full discretion to investors on whether to
participate in the subsequent business combination and aligning all
stakeholders' interests by removing the upfront dilution from discounted
shares/warrants and any upfront promoter fees common to the SPAC model
A prospectus in connection with the Placing Programme (the "Prospectus") is
expected to be published on the Company's website shortly, following its
approval by the FCA.
The principal features of the MAC Model:
· Ensure long term alignment and minimise dilution: management and
sponsor incentives aligned to long term equity performance and no discounted
shares/warrants or upfront promoter fees
· Flexibility in raising capital: the addition of a number of flexible
mechanisms to raise equity capital from institutional investors
· Transactional efficiency: a new transaction process which allows MAC
to execute a reverse acquisition on a timetable that is comparable with
private equity
The Directors believe that the ability to issue C Shares where appropriate,
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.
Whilst the Company is not seeking to operate within the existing LSE SPAC
regime, the Directors believe that both the regulatory framework and market
structure of the LSE's standard listed companies remains very supportive of
our strategy.
James Corsellis, Director, commented: "Over the last 20 years, the London
Stock Exchange has been the venue for numerous highly successful acquisition
companies led by talented high profile company executives. We believe recent
successes such as S4 Capital, Melrose, BCA Marketplace and Entertainment One
have the potential to inspire public company executives to return to the
London market, with an improved structure, unique to the LSE, which offers
better alignment and executional capabilities than can be found in any other
acquisition company model globally. The UK markets should send a signal that
they are open for business and attracting the best quality talent by offering
a compelling alternative to the temptation of private capital".
Terms used in this announcement shall, unless the context otherwise requires,
bear the meanings given to them in the Prospectus.
FOR FURTHER INFORMATION PLEASE CONTACT:
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 020 7280 5000
Peter Nicklin
Shannon Nicholls
WH Ireland Limited - Corporate Broker 020 7220 1666
Harry Ansell
Katy Mitchell
*Marwyn Investment Management LLP and entities owned or controlled by it, or
under common ownership or control with it, from time to time, including Marwyn
Capital LLP
Further information on Marwyn Acquisition Company II Limited is available
at www.marwynac2.com (http://www.marwynac2.com) .
IMPORTANT INFORMATION:
This announcement has been prepared by, and is the sole responsibility of, the
Directors of Marwyn Acquisition Company II Limited.
This announcement is an advertisement and does not constitute a prospectus
relating to the Company and does not constitute, or form part of, any offer or
invitation to sell or issue, or any solicitation of any offer to subscribe
for, any shares in the Company in any jurisdiction nor shall it, or any part
of it, or the fact of its distribution, form the basis of, or be relied on in
connection with or act as any inducement to enter into, any contract therefor.
The Prospectus will, when published, be available from the Company's website
at www.marwynac2.com/investors/prospectus.
Neither the content of the Company's website, nor the content on any website
accessible from hyperlinks on its website for any other website, is
incorporated into, or forms part of, this announcement nor, unless previously
published by means of a recognised information service, should any such
content be relied upon in reaching a decision as to whether or not to acquire,
continue to hold, or dispose of, securities in the Company.
Recipients of this announcement who are considering acquiring C Shares
following publication of the Prospectus are reminded that any such acquisition
must be made only on the basis of the information contained in the Prospectus
which may be different from the information contained in this announcement. In
addition, any subscription for C Shares is subject to specific legal or
regulatory restrictions in certain jurisdictions. Persons distributing this
announcement must satisfy themselves that it is lawful to do so. The Company
assumes no responsibility in the event that there is a violation by any person
of such restrictions.
This document may not be published, distributed or transmitted by any means or
media, directly or indirectly, in whole or in part, in or into the United
States. This document does not constitute an offer to sell, or a solicitation
of an offer to buy, securities in the United States. The securities mentioned
herein have not been, and will not be, registered under the U.S. Securities
Act of 1933, as amended (the "US Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the United
States and will not be offered, sold, exercised, resold, transferred or
delivered, directly or indirectly, in or into the United States or to, or
for the account or benefit of, any US person (as defined under Regulation S
under the US Securities Act). The Company has not been, and will not be,
registered under the U.S. Investment Company Act of 1940, as amended.
Neither this announcement nor any copy of it may be: (i) taken or transmitted
into or distributed in any member state of the European Economic
Area, Canada, Australia, Japan or the Republic of South Africa or to any
resident thereof. Any failure to comply with these restrictions may constitute
a violation of the securities laws or the laws of any such jurisdiction. The
distribution of this announcement in other jurisdictions may be restricted by
law and the persons into whose possession this document comes should inform
themselves about, and observe, any such restrictions.
This announcement and any offer mentioned herein if subsequently made is
directed only at: (A) persons in member states of the European Economic Area
(the "EEA") who are "qualified investors" within the meaning of Article
2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments
thereto, including Directive 2010/73/EU, to the extent implemented in the
relevant member state of the EEA) and includes any relevant implementing
measure in each relevant member state of the EEA) (the "Prospectus
Directive") ("Qualified Investors"); or (B) persons in the United
Kingdom who are Qualified Investors and who (i) have professional experience
in matters relating to investments and who fall within the definition of
"investment professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) who
are high net worth companies, unincorporated associations and other persons to
whom it may lawfully be communicated in accordance with Article 49(2)(a) to
(d) of the Order; or (iii) other persons to whom it may lawfully be
communicated (all such persons together being referred to as "Relevant
Persons"). Any investment activity in connection with the Placing Programme
will only be available to, and will only be engaged with, Relevant Persons.
Any person who is not a Relevant Person should not act or rely on this
document or any of its contents. By accepting this communication you
represent, warrant and agree that you are a Relevant Person.
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "will",
or "should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements relate to matters that are not
historical facts regarding the Company's business strategy, financing
strategies, investment performance, results of operations, financial
condition, prospects and dividend policies of the Company and the assets in
which it will invest. By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Forward-looking
statements are not guarantees of future performance. There are a number of
factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements. These
factors include, but are not limited to, changes in general market conditions,
legislative or regulatory changes, changes in taxation regimes or development
planning regimes, the Company's ability to acquire suitable assets on a timely
basis and the availability and cost of capital for future acquisitions.
The Company expressly disclaims any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or circumstances on which
any such statements are based unless required to do so by FSMA, the Listing
Rules, the Prospectus Regulation Rules made under Part VI of the FSMA or the
Financial Conduct Authority, the UK version of the Market Abuse Regulation
(2014/596/EU) or other applicable laws, regulations or rules.
Investec Bank plc ("Investec") which is authorised by the Prudential
Regulation Authority and regulated by the FCA and Prudential Regulation
Authority, and N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by FCA, are acting as financial advisers to
and for the Company and no one else in connection with any arrangement
referred to in, or information contained in, the matters described in this
announcement. Neither Rothschild & Co nor Investec will regard any other
person (whether or not a recipient of this announcement or the Prospectus) as
a client in relation thereto. Neither Rothschild & Co nor Investec will be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for giving advice in relation to any arrangement
referred to in, or information contained in, this announcement. Neither
Investec nor Rothschild & Co makes any representation express or implied
in relation to, nor accepts any responsibility whatsoever for, this
announcement, its contents or otherwise in connection with it or any other
information relating to the Company, whether written, oral or in a visual or
electronic format.
Information to Distributors:
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 C Shares have been subject to a
product approval process, which has determined that the C Shares are: (i)
compatible with an end target market of investors who meet the criteria of
professional clients and eligible counterparties, and not retail clients, each
defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors should note that: the price of the C Shares may
decline and investors could lose all or part of their investment; the C Shares
offer no guaranteed income and no capital protection beyond the terms of the
Trust Account which apply prior to any Business Acquisition; and an investment
in C Shares is compatible only with investors who do not need a guaranteed
income or capital protection (beyond the terms of the Trust Account which
apply prior to any Business Acquisition), 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 Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing Programme.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 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 C Shares, the Ordinary Shares or the C Warrants.
Each distributor is responsible for undertaking its own target market
assessment in respect of the C Shares and determining appropriate distribution
channels.
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