SUCCESSFUL PLACING AND SUBSCRIPTION OF 30M SHARES
28/06/2024 16:03
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RNS Number : 4328U Marwyn Acquisition Company II Ltd 28 June 2024
FOR IMMEDIATE RELEASE
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 ("COMPANY" OR "MAC II")
MAC II ACQUISITION OF INVESTACC
SUCCESSFUL PLACING AND SUBSCRIPTION OF 30,000,000 NEW ORDINARY SHARES AT
£1.00 PER SHARE
MAC II announces that, further to its earlier announcement today (the
"Acquisition Announcement"), it has conditionally raised £30 million (before
expenses) via:
· a conditional placing of 11,386,333 new
ordinary shares of the Company ("New Ordinary Shares") at a price of £1.00
per share (the "Issue Price") (the "Placing"); and
· conditional subscriptions directly with the Company
for 18,613,667 New Ordinary Shares at the Issue Price ("Subscription" and
together with the Placing, the "Offer"),
As set out in the Acquisition Announcement, the net proceeds of the Offer will
be used to fund the Acquisition.
The Placing is conditional on, amongst other things (i) Admission having
occurred not later than 8.00 a.m. on 4 July 2024 (or such later date as agreed
between the Joint Bookrunners and the Company, being no later than 18 July
2024) and (ii) the Placing Agreement having become unconditional in all
respects and not having terminated prior to Admission.
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 Board currently expects Admission to occur on 4 July 2024. A further
announcement will be made in due course, as and when appropriate.
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 with effect from 7.30 a.m. today.
The Company's Ordinary Shares will remain suspended until such time as a
Prospectus is published (which is expected to be published by the Company on
or around 1 July 2024).
Defined terms used throughout this announcement have the meanings set out in
the Acquisition Announcement unless the context requires otherwise.
Will Self, Chief Executive Officer of MAC II, commented on the transaction:
"We are pleased with today's successful placing and subscription. The proceeds
will allow us to deliver our buy-and-build strategy starting with the
acquisition of InvestAcc - a leading UK personal pension administrator. The
fundraising underlines the confidence and backing in MAC II's strategy to
build the leading customer proposition in the UK self-invested pensions
market."
SUBSCRIPTIONS BY DIRECTORS AND MARWYN
As part of the Subscription:
· Mark Hodges (Chair) has agreed to subscribe for
150,000 New Ordinary Shares at the Issue Price; and
· Will Self (Chief Executive Officer) has agreed to
subscribe for 50,000 New Ordinary Shares at Issue Price.
Since Mark Hodges and Will Self are both PDMRs of the Company, notifications
in respect of these PDMR dealings in accordance with the requirements of the
UK version of Regulation (EU) No 596/2014 of the European Parliament and of
the Council of 16 April 2014 on market abuse, which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, is set out in the Appendix
to this announcement.
In addition, funds managed by Marwyn have subscribed for 16,688,667 Ordinary
Shares pursuant to the Subscription
ADMISSION, SETTLEMENT AND DEALINGS
Application will be made to the London Stock Exchange for Admission of the new
Ordinary Shares to be issued pursuant to the Placing. Admission is expected to
occur on 4 July 2024.
The Company currently expects to complete the Acquisition in Q3/Q4 2024.
The New Ordinary Shares will not be admitted to trading on any stock exchange
other than LSE.
Information on the Company is available on its website at:
https://www.marwynac2.com/home/default.aspx.
Enquiries
Company Secretary Antoinette Vanderpuije - 020 7004 2700
Liberum (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
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.
APPENDIX - PDMR DEALING NOTIFICATIONS
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Mark Hodges
2 Reason for the notification
a) Position/status Chairman
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Marwyn Acquisition Company II Limited
b) LEI 2549008KZ7HM27V4O637
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of no par value
Identification code
b) Nature of the transaction Acquisition
c) Price(s) and volume(s) Price(s) Volume(s)
£1.00 per ordinary share 150,000
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 28 June 2024
f) Place of the transaction London Stock Exchange
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
28 June 2024
f)
Place of the transaction
London Stock Exchange
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Will Self
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Marwyn Acquisition Company II Limited
b) LEI 2549008KZ7HM27V4O637
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of no par value
Identification code
b) Nature of the transaction Acquisition
c) Price(s) and volume(s) Price(s) Volume(s)
£1.00 per ordinary share 50,000
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 28 June 2024
f) Place of the transaction London Stock Exchange
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
28 June 2024
f)
Place of the transaction
London Stock Exchange
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