REG - MAC Alpha Limited - Half-year Report
18/02/2022 07:15
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RNS Number : 0648C MAC Alpha Limited 18 February 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
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WHICH IT WOULD BE UNLAWFUL TO DO SO.
LEI number: 254900LOBYWJWYSAB947
18 February 2022
MAC Alpha 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.mac-alpha.com (http://www.mac-alpha.com) .
Enquiries:
Company Secretary
Antoinette Vanderpuije - +44(0)207 004 2700
MAC ALPHA LIMITED
Unaudited Interim Condensed Consolidated Financial Statements for the period
from incorporation on 11 October 2021 to 31 December 2021
MANAGEMENT REPORT
I present to shareholders the unaudited interim condensed consolidated
financial statements of MAC Alpha Limited (the "Company") for the period from
incorporation on 11 October 2021 to 31 December 2021 (the "Condensed
Consolidated Interim Financial Statements"), consolidating the results of MAC
Alpha Limited and its subsidiary MAC Alpha (BVI) Limited (collectively, the
"Group" or "MAC").
Strategy
The Company was incorporated on 11 October 2021 and subsequently listed on the
Main Market of the London Stock Exchange on 24 December 2021. 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'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 companies.
While a broad range of sectors will be considered by the Directors, those
which they believe will provide the greatest opportunity and which the Company
will initially focus on include:
· Automotive & Transport
· Business-to-Business Services
· Clean Technology
· Consumer & Luxury Goods
· Financial Services, Banking & Fin Tech
· Insurance, Reinsurance & InsurTech, & Other Vertical
Marketplaces
· Media & Technology
· Healthcare & Diagnostics
The Directors may consider other sectors if they believe such sectors present
a suitable opportunity for the Company.
The Company will seek to identify situations where a combination of management
expertise, improving operating performance, freeing up cashflow for investment
and implementation of a focused buy and build strategy can unlock growth in
their core markets and often into new territories and adjacent sectors.
Results
The Group's loss after taxation for the period to 31 December 2021 was
£122,400. The Group held a cash balance at the period end of £700,000 and
had payables of £354,795 as at the balance sheet date.
Directors
The Directors of the Company have served as directors for the period from
incorporation until the date of this report. The Directors are:
James Corsellis (Chairman); and
Mark Brangstrup Watts.
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
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. There have been no significant
changes to the principal risks described in the Company's Prospectus published
on 24 December 2021. Details of the risks faced by the Group are set out on
pages 11-22 of the Prospectus which can be found on the Company's website
www.mac-alpha.com (http://www.mac-alpha.com) .
Outlook
We are active in pursuing and evaluating opportunities with advisers and
potential management partners and believe the structure of the Company
positions it well to capitalise on these opportunities in the current market
environment.
RESPONSIBILITY STATEMENT
Each of the Directors confirms that, to the best of their knowledge:
(a) these Condensed 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 Condensed 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 Condensed Consolidated Interim Financial Statements 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.mac-alpha.com (http://www.mac-alpha.com) .
James Corsellis
Chairman
17 February 2022
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Period from incorporation to
31 December
2021
Note Unaudited
£
Administrative expenses 6 (122,400)
Total operating loss (122,400)
Income tax -
Loss for the period (122,400)
Total other comprehensive income -
Total comprehensive loss for the period
(122,400)
Loss per ordinary share
Basic and Diluted (£) 7 (0.17)
The Group's activities derive from continuing operations.
The Notes on pages 9 to 18 form an integral part of these Condensed
Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at
31 December
2021
Note Unaudited
£
Assets
Current assets
Cash and cash equivalents 10 700,000
Other receivables 9 23,912
Total current assets 723,912
Total assets 723,912
Equity and liabilities
Equity
Ordinary Shares 12 319,000
Sponsor share 12 1
Warrants reserve 12 105,000
Share-based payment reserve 14 67,516
Accumulated losses (122,400)
Total equity 369,117
Current liabilities
Trade and other payables 11 354,795
Total liabilities 354,795
Total equity and liabilities 723,912
The Notes on pages 9 to 18 form an integral part of these Condensed
Consolidated Interim Financial Statements.
The Condensed Consolidated Interim Financial Statements were approved by the
Board of Directors on 17 February 2022 and were signed on its behalf by:
James Corsellis Mark Brangstrup Watts
Chairman Director
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Notes Ordinary shares Sponsor Share Share based payment reserve Warrant reserve Accumulated losses Total equity
£ £ £ £ £
Balance at incorporation - - - - - -
Issuance of 1 ordinary share 12 1 - - - - 1
Redesignation of 1 ordinary share 12 (1) 1 - - - -
Issuance of 700,000 ordinary shares and matching warrants 12 595,000 - - 105,000 - 700,000
Share issue costs 12 (276,000) - - - - (276,000)
Total comprehensive loss for the period - - - - (122,400) (122,400)
Issuance of 2,000 A ordinary shares in MAC Alpha 14 - - 15,000 - - 15,000
(BVI) Limited
Share-based payment charge 14 - - 52,516 - - 52,516
Balance as at 31 December 2021 319,000 1 67,516 105,000 (122,400) 369,117
The Notes on pages 9 to 18 form an integral part of these Condensed
Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Period from incorporation to
31 December
2021
Note Unaudited
£
Operating activities
Loss for the period (122,400)
Adjustments to reconcile total operating loss to net cash flows:
Add back share based payment expense 14 52,516
Working capital adjustments:
Increase in trade and other receivables and prepayments (23,912)
Increase in trade and other payables 354,795
Net cash flows used in operating activities 260,999
Financing activities
Proceeds from issue of ordinary share capital, matching warrants and 1 sponsor 12 700,001
share
Proceeds from issue of A ordinary shares 14 15,000
Cost of share issuance 12 (276,000)
Net cash flows from financing activities 439,001
Net increase in cash and cash equivalents 700,000
Cash and cash equivalents at the beginning of the period -
Cash and cash equivalents at the end of the period 10 700,000
The Notes on pages 9 to 18 form an integral part of these Consolidated
Interim Financial Statements.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION
MAC Alpha Limited was incorporated on 11 October 2021 in the British Virgin
Islands ("BVI") as a BVI business company (registered number 2078235) under
the BVI Business Company Act, 2004. The Company was listed on the Main Market
of the London Stock Exchange on 24 December 2021 and has its registered
address at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola,
British Virgin Islands VG1110. 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 subsidiary, MAC Alpha (BVI) Limited (together with the
Company the "Group").
2. ACCOUNTING POLICIES
(a) Basis of preparation
The Condensed Consolidated Interim Financial Statements have been prepared in
accordance with the IAS 34 interim financial reporting and are presented on a
condensed basis. The interim report does not include all of the notes of the
type normally included in an annual financial report. There have been no
annual financial statements prepared to date as this is the first interim
period, however this report should be read in conjunction with any public
announcements made by the Company during the interim period.
(b) Going concern
The Condensed Consolidated Interim Financial Statements relating to the Group
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.
As part of the Company's admission onto the Main Market of the London Stock
Exchange, the Directors have reviewed the working capital model for the Group
in detail and are satisfied that the Company will have sufficient cash to meet
its ongoing operating costs, at least for the next twelve months. Subject to
the structure of an acquisition, the Company will likely need to raise
additional funds for an acquisition in the form of equity and/or debt.
Significant risks relating to the activities of the Company were set out in
the Company's prospectus relating to its admission to the Main Market of the
London Stock Exchange which can be found on the Company's website.
(c) Basis of consolidation
Subsidiaries are entities controlled by the Company. Control exists when the
Company is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power
over the entity. The financial information of subsidiaries is fully
consolidated in the consolidated interim financial statements from the date
that control commences until the date that control ceases. Intragroup
balances, and any gains and losses or income and expenses arising from
intragroup transactions, are eliminated in preparing the consolidated interim
financial statements.
(d) Cash and cash equivalents
The Cash and cash equivalents comprise cash balances at banks.
(e) Stated capital
Ordinary shares and sponsor shares are classified as equity. Incremental costs
directly attributable to the issue of new shares are shown in the associated
stated capital as a deduction from the proceeds.
(f) Share based payments
The A ordinary shares in MAC Alpha (BVI) Limited (the "Incentive Shares"),
represent equity-settled share-based payment arrangements under which the
Company receives services as a consideration for the additional rights
attached to these equity shares, over and above their nominal price.
Equity-settled share-based payments to Directors and others providing similar
services are measured at the fair value of the equity instruments at the grant
date. Fair value is determined using an appropriate valuation technique,
further details of which are given in note 14. The fair value is expensed,
with a corresponding increase in equity, on a straight line basis from the
grant date to the expected exercise date. Where the equity instruments granted
are considered to vest immediately, the services are deemed to have been
received in full, with a corresponding expense and increase in equity
recognised at grant date.
(g) Corporation tax
There is no corporate, income or other tax of the British Virgin Islands
imposed by withholding or otherwise on BVI companies. The Company will
therefore not have any tax liabilities or deferred tax in the BVI. The Company
is exempt from all provisions of the Income Tax Act of the British Virgin
Islands.
(h) Loss per ordinary share
The Group presents basic earnings per ordinary share ("EPS") data for its
ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding 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.
(i) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of
one entity and a financial liability or equity instrument of another entity.
The Group initially recognises financial assets and financial liabilities at
fair value. Financial assets and liabilities are subsequently remeasured at
amortised cost using the effective interest rate. The Group derecognises the
financial assets when the right to receive cash flows have expired, and
derecognises financial liabilities when they have transferred all risks and
rewards of ownership.
(j) New standards and amendments to International Financial Reporting
Standards
Standards, amendments and interpretations effective and adopted by the Group
IFRSs applicable to the Condensed Consolidated Interim Financial Statements of
the Group for the period from incorporation 11 October 2021 to 31 December
2021 have been applied consistently.
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
currently 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
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 Condensed Consolidated Interim 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
Classification of warrants
As part of the Company's initial fundraising on IPO, the Company issued
ordinary shares to a number of investors. For every ordinary share subscribed
for, each investor was also granted a warrant ("Warrant") to acquire a further
ordinary share at an exercise price of £1.00 per share. The Warrants are
exercisable at any time until five years after the IPO date, being 24 December
2021.
Warrants can only be classified as equity if they will be settled only by the
issuer exchanging a fixed amount of cash or another financial asset for a
fixed number of its own equity instruments. The warrant instrument contains an
exercise price adjustment ("Exercise Price Adjustment"), whereby if the
ordinary shares are issued at less than £1 before or as part of an
acquisition then the exercise price equals the discounted issue price, as a
result the fixed-for-fixed requirement is breached. However, it is the opinion
of the Directors that whilst the Exercise Price Adjustment exists, the
likelihood of this being used is remote, and therefore it is most appropriate
for the Warrants to be classified as equity.
Key sources of estimation uncertainty
Valuation of incentive shares
There are significant estimates and assumptions used in the valuation of the A
ordinary Shares in MAC Alpha (BVI) Limited the ("Incentive Shares").
Management has considered at the grant date, the probability of a successful
first acquisition by the Group and the potential range of value for the
Incentive Shares, based on the circumstances on the grant date. The fair value
of the Incentive Shares and related share-based payment expense was calculated
using a Monte Carlo valuation model. A summary of the terms is set out in note
14.
Valuation of warrants
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 commenced trading, 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 period 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.
6. ADMINISTRATIVE EXPENSES
For the period
from incorporation to 31 December 2021
£
Group expenses by nature
Professional support 18,521
Non-recurring project, professional and due diligence costs 50,610
Share based payment expense 52,516
Other expenses 753
122,400
7. LOSS PER ORDINARY SHARE
Basic EPS is calculated by dividing the profit/ 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 700,000 warrants, each
of which is 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 has 700,000 ordinary shares and 1 sponsor share in issue as 31
December 2021. The sponsor share has no right to receive distributions and so
has been ignored for the purposes of IAS 33.
Refer to note 12 (equity and reserves) and note 14 (share based payments) for
instruments that could potentially dilute basic EPS in the future.
For the period from incorporation to 31 December 2021
Loss attributable to owners of the parent (£) (122,400)
Weighted average number of ordinary shares in issue 700,000
Basic and diluted loss per ordinary share (£) (0.17)
8. INVESTMENTS
Principal subsidiary undertakings of the Group
The Company owns directly the whole of the issued ordinary share capital of
its subsidiary undertaking. Details of the Company's subsidiary are presented
below:
Nature of business Country of incorporation Proportion of ordinary shares held by parent Proportion of ordinary shares held by the Group
Subsidiary
MAC Alpha (BVI) Limited Incentive vehicle BVI 100% 100%
The registered office of MAC Alpha (BVI) Limited Commerce House, Wickhams Cay
1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110.
The share capital of MAC Alpha (BVI) Limited consists of both ordinary shares
and A ordinary shares. The A ordinary shares are held by Marwyn Long Term
Incentive LP (''MLTI'') and are non-voting. Further detail on the Incentive
Shares is given in note 14.
9. OTHER RECEIVABLES
As at
31 December 2021
£
Amounts receivable in one year:
Prepayments 8,911
Due from a related party 15,001
23,912
There is no material difference between the book value and the fair value of
the receivables.
10. CASH AND CASH EQUIVALENTS
As at
31 December 2021
£
Cash and cash equivalents
Cash at bank 700,000
700,000
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.
11. TRADE AND OTHER PAYABLES
As at
31 December 2021
£
Amounts falling due within one year:
Trade payables 161,080
Due to a related party 173,694
Accruals 20,021
354,795
There is no material difference between the book value and the fair value of
the trade and other payables.
All trade payables are non-interest bearing and are usually paid within 30
days.
12. EQUITY AND RESERVES
Authorised
Unlimited ordinary shares of no par value
Unlimited class A shares of no par value
Unlimited class B shares of no par value
100 sponsor shares of no par value
Stated capital
As at 31 December 2021
Issued £
700,000 ordinary shares of no par value 319,000
1 sponsor share of no par value 1
On incorporation, the Company issued 1 ordinary share of no par value to the
Parent. On 28 October 2021, 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").
On 24 December 2021, 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.
Warrants are accounted for as equity instruments under IAS 32 and are measured
at fair value at grant date, the combined market value of one ordinary 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 of the Warrants, which considered the exercise
price, expected volatility, risk free rate, expected dividends and expected
term. Warrants have been assigned a fair value of 15p per Warrant and
therefore each ordinary share has been valued at 85p per share.
Costs of £276,000 directly attributable to the equity raise have been taken
against stated capital during the period.
Holders of ordinary shares are entitled to receive notice and attend and vote
at any meeting of members and have 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 Sponsor Share confers upon the holder no right to receive notice and
attend and no right to 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), the holder of the Sponsor Share has the
right to appoint one director to the Board.
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) or is a holder of incentive shares:
· the Company must receive the prior consent of the holder of the
Sponsor Share in order to:
o issue any further Sponsor Shares;
o 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
o amend, alter or repeal any existing, or introduce any new share-based
compensation or incentive scheme in respect of the Group; and
o 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 holder of the Sponsor Share has the right to require that:
(i) any purchase or redemption by the Company of its shares; or (ii) the
Company's ability to amend the Memorandum and Articles, be subject to a
special resolution of members.
13. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments at the period
end:
As at
31 December 2021
£
Financial assets measured at amortised cost
Cash and cash equivalents 700,000
Other receivables 15,001
715,001
Financial liabilities measured at amortised cost
Trade and other payables 354,795
354,795
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.
14. SHARE-BASED PAYMENTS
Management Long Term Incentive Arrangements
The Group has put in place a Long-Term Incentive Plan ("LTIP"), to ensure
alignment between Shareholders, and those responsible for delivering the
Company's strategy and attract and retain the best executive management
talent.
The LTIP will only reward the participants if shareholder value is created.
This ensures alignment of the interests of management directly with those of
Shareholders. As at the balance sheet date, an executive management team is
not yet in place and as such Marwyn Long Term Incentive LP ("MLTI") is the
only participant in the LTIP. Once an executive management team is appointed,
they will participate in the LTIP and this will be dilutive to MLTI. Under the
LTIP, A ordinary shares ("Incentive Shares") are issued by the Subsidiary.
As at the statement of financial position date, MLTI had subscribed for
redeemable A ordinary shares of £0.01 each in the Subsidiary entitling it to
100 per cent. of the incentive value.
Preferred Return
The incentive arrangements are subject to the Company's shareholders achieving
a preferred return of at least 7.5 per cent. per annum on a compounded basis
on the capital they have invested from time to time (with dividends and
returns of capital being treated as a reduction in the amount invested at the
relevant time) (the "Preferred Return").
Incentive Value
Subject to a number of provisions detailed below, if the Preferred Return and
at least one of the vesting conditions have been met, the holders of the
Incentive Shares can give notice to redeem their Incentive Shares for ordinary
shares in the Company ("Ordinary Shares") for an aggregate value equivalent to
20 percent of the "Growth", where Growth means the excess of the total equity
value of the Company and other shareholder returns over and above its
aggregate paid up share capital (20 per cent. of the Growth being the
"Incentive Value").
Grant date
The grant date of the Incentive Shares will be the date that such shares are
issued.
Redemption / Exercise
Unless otherwise determined and subject to the redemption conditions having
been met, the Company and the holders of the Incentive Shares have the right
to exchange each Incentive Share for Ordinary Shares, which will be dilutive
to the interests of the holders of Ordinary Shares. However, if the Company
has sufficient cash resources and the Company so determines, the Incentive
Shares may instead be redeemed for cash. It is currently expected that in the
ordinary course Incentive Shares will be exchanged for Ordinary Shares.
However, the Company retains the right but not the obligation to redeem the
Incentive Shares for cash instead. Circumstances where the Company may
exercise this right include, but are not limited to, where the Company is not
authorised to issue additional Ordinary Shares or on the winding-up or
takeover of the Company.
Any holder of Incentive Shares who exercises their Incentive Shares prior to
other holders is entitled to their proportion of the Incentive Value to the
date that they exercise but no more. Their proportion is determined by the
number of Incentive Shares they hold relative to the total number of issued
shares of the same class.
Vesting Conditions and Vesting Period
The Incentive Shares are subject to certain vesting conditions, at least one
of which must be (and continue to be) satisfied in order for a holder of
Incentive Shares to exercise its redemption right.
The vesting conditions are as follows:
i. it is later than the third anniversary of the
initial acquisition;
ii. a sale of all or substantially all of the revenue
or net assets of the business of the Subsidiary in combination with the
distribution of the net proceeds of that sale to the Company and then to its
shareholders;
iii. a sale of all of the issued ordinary shares of the
Subsidiary or a merger of the Subsidiary in combination with the distribution
of the net proceeds of that sale or merger to the Company's shareholders;
iv. whereby corporate action or otherwise, the Company
effects an in-specie distribution of all or substantially all of the assets of
the Group to the Company's shareholders;
v. aggregate cash dividends and cash capital returns
to the Company's Shareholders are greater than or equal to aggregate
subscription proceeds received by the Company;
vi. a winding-up of the Company;
vii. a winding-up of the Subsidiary; or
viii. a sale, merger or change of control of the Company.
If any of the vesting conditions described in paragraphs (ii) to (viii) above
are satisfied before the third anniversary of the initial acquisition, the A
Shares will be treated as having vested in full.
Holding of Incentive Shares
MLTI holds Incentive Shares entitling it in aggregate to 100 per cent. of the
Incentive Value. Any future management partners or senior executive management
team members receiving Incentive Shares will be dilutive to the interests of
existing holders of Incentive Shares, however the share of the Growth of the
Incentive Shares in aggregate will not increase.
The following Incentive Shares were issued on 25 November 2021.
Nominal Price Issue price per A ordinary share £ Number of A ordinary shares Unrestricted market value at grant date £ IFRS 2 Fair value £
Marwyn Long Term Incentive LP £0.01 7.50 2,000 15,000 67,516
Valuation of Incentive Shares
A valuation of the incentive shares has been prepared by Deloitte LLP dated 25
November 2021 to determine the fair value of the Incentive Shares in
accordance with IFRS 2 at grant date.
There are significant estimates and assumptions used in the valuation of the
Incentive Shares. Management has considered at the grant date, the probability
of a successful first acquisition by the Company and the potential range of
value for the Incentive Shares, based on the circumstances on the grant date.
The fair value of the Incentive Shares granted under the scheme was calculated
using a Monte Carlo model. The fair value uses an ungeared volatility of 25
per cent. and an expected term of seven years. The Incentive Shares are
subject to the Preferred Return being achieved, which is a market performance
condition, and as such has been taken into consideration in determining their
fair value. A risk-free rate of 0.7 per cent. has been applied. The model
incorporates a range of probabilities for the likelihood of an acquisition
being made of a given size.
Expense related to Incentive Shares
An expense of £52,516 has been recognised in the Statement of Comprehensive
Income for the period ended 31 December 2021 in respect of the Incentive
Shares issued to MLTI which is the difference between the IFRS 2 valuation at
grant date of £67,516 and the amount payable by MLTI for 2,000 A ordinary
shares of £15,000. There are no service conditions attached to the MLTI
shares, and hence the expense of £52,516 has been recognised in the
consolidated statement of comprehensive income for the period. The fair value
at grant date has been taken to the share-based payment reserve in the
statement of changes in equity.
15. RELATED PARTIES
James Corsellis and Mark Brangstrup Watts are directors of the Company and
Antoinette Vanderpuije is the Company Secretary of the Company. James
Corsellis and Mark Brangstrup Watts are managing partners of Marwyn Investment
Management LLP ("MIMLLP"), and Antoinette Vanderpuije is a partner of MIMLLP,
MIMLLP is the manager of the Marwyn Fund, the Marwyn Fund holds 90% of the
Company's issued ordinary shares.
Marwyn Value Investor II LP is an entity within the Marwyn Fund. Marwyn Value
Investor II LP has incurred costs of £23,382 in respect of the incorporation
and proposed listing of the Company, of which £23,382 is outstanding at
period end.
James Corsellis and Mark Brangstrup Watts are managing partners of Marwyn
Capital LLP ("MCLLP"), and Antoinette Vanderpuije is a partner of MCLLP. MCLLP
has entered into an engagement letter with the Company for the provision of
corporate finance, company secretarial, administration and accounting
services. As part of this engagement a fee of £150,000 has been charged in
relation to the establishment of the Company and the subsequent listing, of
which £150,000 is outstanding at period end.
MCLLP has incurred costs of £312 in respect of the incorporation and listing
of the Company, of which £312 was outstanding at the period end.
16. 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.
17. POST BALANCE SHEET EVENTS
There have been no material post balance sheet events that would require
disclosure or adjustment to these financial statements.
ADVISORS
Company Secretary BVI legal advisers to the Company
Antoinette Vanderpuije Conyers Dill & Pearman
11 Buckingham Street Commerce House
London Wickhams Cay 1
WC2N 6DF Road Town
Email: Companysecretary@mac-alpha.com Tortola
British Virgin Islands
VG1110
Registered Agent and Assistant Company Secretary Depository
Conyers Corporate Services (BVI) Limited Link Market Services Trustees Limited
Commerce House 10(th) Floor
Wickhams Cay 1 Central Square
Road Town 29 Wellington Street
VG1110 Leeds
Tortola LS1 4DL
British Virgin Islands
English legal advisers to the Company Registrar
Travers Smith LLP Link Market Services (Guernsey) Limited
10 Snow Hill Mont Crevelt House
London Bulwer Avenue
EC1A 2AL St Sampson
Guernsey
GY2 4LH
Registered office Independent auditor
Commerce House Baker Tilly Channel Islands
Wickhams Cay 1 1(st) Floor Kensington Chambers
Road Town 46/50 Kensington Place
VG1110 St Helier
Tortola Jersey
British Virgin Islands JE04 0ZE
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