REG - MAC Alpha Limited - Half-year Report
06/03/2023 07:15
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230306:nRSF9041Ra&default-theme=true
RNS Number : 9041R MAC Alpha Limited 06 March 2023
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,
JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.
LEI number: 254900LOBYWJWYSAB947
6 March 2023
MAC Alpha Limited
(the "Company")
Interim Report for the period ended 31 December 2022
The Company announces its interim results for the period ended 31 December
2022.
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 6 months ended 31 December
2022
MANAGEMENT REPORT
I present to shareholders the unaudited interim condensed consolidated
financial statements of MAC Alpha Limited (the "Company") for the six months
to 31 December 2022 (the "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 focussed 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 2022 was
£170,297 (from incorporation to 31 December 2021: loss of £122,400), it
should be noted that these periods are of differing lengths and as such are
not directly comparable. The Group held a cash balance at the period end of
£81,751 (as at 30 June 2022: £282,244).
Directors
The Directors of the Company have served as directors during the year and
until the date of this report as set out below:
James Corsellis (Chairman)
Antoinette Vanderpuije (appointed 6 November 2022)
Tom Basset (appointed 6 November 2022)
Mark Brangstrup Watts (resigned 6 November 2022)
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 on in the Group's Annual Report and
Consolidated Financial Statements for the year ended 30 June 2022. The
Directors are of the opinion that the risks detailed therein are applicable to
the six-month period to 31 December 2022, as well as the remaining six months
of the current financial year.
Outlook
The Directors continue to identify and develop opportunities with potential
management partners, across a variety of sectors, and believe the listed
status and structure of the Company position it well to capitalise on these
opportunities in the current market environment.
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.mac-alpha.com (http://www.mac-alpha.com) .
James Corsellis
Chairman
5 March 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended Period ended
31 December 31 December
2022 2021
Note Unaudited Unaudited
£ £
Administrative expenses 6 (172,048) (122,400)
Total operating loss (172,048) (122,400)
Finance income 1,751 -
Loss before income taxes (170,297) (122,400)
Income tax - -
Loss for the period (170,297) (122,400)
Total other comprehensive income - -
Total comprehensive loss for the period (170,297) (122,400)
Loss per ordinary share
Basic and Diluted (£'S) 7 (0.24) (0.17)
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.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
31 December 2022 30 June
2022
Note Unaudited Audited
£ £
Assets
Current assets
Other receivables 9 24,189 9,602
Cash and cash equivalents 10 81,751 282,244
Total current assets 105,940 291,846
Total assets 105,940 291,846
Equity and liabilities
Equity
Ordinary shares 12 319,000 319,000
Sponsor share 12 1 1
Warrants reserve 12, 13 105,000 105,000
Share-based payment reserve 13, 15 67,516 67,516
Accumulated losses 13 (436,340) (266,043)
Total equity 55,177 225,474
Current liabilities
Trade and other payables 11 50,763 66,372
Total liabilities 50,763 66,372
Total equity and liabilities 105,940 291,846
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 5 March
2023 and were signed on its behalf by:
James Corsellis Tom Basset
Chairman Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Notes Ordinary shares Sponsor Share Share based payment reserve Total
equity
Warrant reserve Accumulated losses
£ £ £ £ £
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 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)
Share-based payment charge 15 - - 67,516 - - 67,516
Balance as at 31 December 2021 319,000 1 67,516 105,000 (122,400) 369,117
Notes Ordinary shares Sponsor Share Share based payment reserve Total
equity
Warrant reserve Accumulated losses
£ £ £ £ £
Balance at 1 July 2022 319,000 1 67,516 105,000 (266,043) 225,474
Total comprehensive loss for the period - - - - (170,297) (170,297)
Balance as at 31 December 2022 319,000 1 67,516 105,000 (436,340) 55,177
The Notes on pages 9 to 18 form an integral part of these Consolidated Interim
Financial Statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended Period ended
31 December 31 December
2022 2021
Note Unaudited Unaudited
£ £
Operating activities
Loss for the period (170,297) (122,400)
Adjustments to reconcile total operating loss to net cash flows:
Finance income (1,751) -
Share-based payment expense 15 - 52,516
Working capital adjustments:
Increase in trade and other receivables and prepayments (14,587) (23,912)
(Decrease)/increase in trade and other payables (15,609) 354,795
Net cash flows used in operating activities (202,244) 260,999
Investing activities
Interest received 1,751 -
Net cash flows received from investing activities 1,751 -
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 15 - 15,000
Costs directly attributable to equity raise 12 - (276,000)
Net cash flows from financing activities - 439,001
Net (decrease)/increase in cash and cash equivalents (200,493) 700,000
Cash and cash equivalents at the beginning of the period 282,244 -
Cash and cash equivalents at the end of the period 10 81,751 700,000
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 Financial Statements have been prepared in
accordance with the IAS 34 interim financial reporting and are presented on a
condensed basis.
These Condensed Consolidated 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 period ended 30 June 2022, which is available on
the Company's website, www.mac-alpha.com (http://www.mac-alpha.com) .
Accounting policies applicable to these Condensed Consolidated Financial
Statements are consistent with those applied in the Group's Annual Report and
Consolidated Financial Statements for the period ended 30 June 2022.
(b) Going concern
The 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.
On 16 December 2021, the Company entered into a forward purchase agreement
("FPA") with Marwyn Value Investors II LP (''MVI II LP'') of up to £20
million, which may be drawn for general working capital purposes and to fund
due diligence costs. Any drawdown is subject to the prior approval of MVI II
LP and the satisfaction of conditions precedent. On 5 March 2023, the Company
drew down £600,000 under the FPA and accordingly issued 600,000 A shares and
600,000 matching A warrants as set out in the FPA.
The Directors have reviewed the working capital model for the Group, which
includes the drawdown under the FPA, in detail and are satisfied that the
Company will have sufficient cash to meet its ongoing operating costs. 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.
(c) New standards and amendments to International Financial Reporting
Standards
Standards, amendments and interpretations effective and adopted by the Group
IFRSs applicable to the Consolidated Interim Financial Statements of the Group
for the period 6 months to 31 December 2022 have been applied.
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
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 IFRS 4 - Extension of temporary exemption of applying IFRS 9 1 January 2023
Amendments to IAS 12 Income Taxes: Deferred tax related to assets and 1 January 2023
liabilities arising from a similar transaction
Amendments to IFSR 16 - Lease liability in sale and leaseback* 1 January 2024
Amendments to IAS 1 - Liabilities with covenants* 1 January 2024
*Subject to endorsement by the EU
2. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group's 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.
Significant estimates and accounting judgements
For the period ended 31 December 2022, the Directors do not consider that they
have made any significant accounting estimates or judgements which would
materially affect the balances and results reported in these Consolidated
Interim Financial Statements.
3. 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.
4. EMPLOYEES AND DIRECTORS
The Group does not have any employees. During the six months to 31 December
2022, the Company had four serving directors: James Corsellis, Mark Brangstrup
Watts, Antoinette Vanderpuije and Tom Basset, no director received
remuneration under the terms of their director service agreements (2021: 2
directors and £nil).
5. ADMINISTRATIVE EXPENSES
For six months ended 31 For the period
December 2022 ended 31 December 2021
£ £
Group expenses by nature
Professional support 144,089 36,658
Non-recurring project, professional and due diligence costs 15,798 32,473
Audit fees payable in respect of the audit of the Group 7,696 -
Share based payment expense - 52,516
Other expenses 4,465 753
172,048 122,400
6. 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 700,000 ordinary shares and 1 sponsor share in issue as 31
December 2022. The sponsor share has no rights to distribution and so has been
ignored for the purposes of IAS 33.
Refer to note 12 (equity and reserves) and note 15 (share based payments) of
these Consolidated Interim Financial Statements for instruments that could
potentially dilute basic EPS in the future.
For six months ended 31 December 2022 For the period ended 31 December 2021
Loss attributable to owners of the parent (£'s) (170,297) (122,400)
Weighted average in issue 700,000 700,000
Basic and diluted loss per ordinary share (£'s) (0.24) (0.17)
7. 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 is 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'') (note 15) and are non-voting.
8. OTHER RECEIVABLES
As at As at
31 December 2022 30 June
2022
£ £
Amounts receivable in one year:
Prepayments 24,189 9,602
24,189 9,602
There is no material difference between the book value and the fair value of
the receivables.
9. CASH AND CASH EQUIVALENTS
As at As at
31 December 30 June
2022 2022
£ £
Cash and cash equivalents
Cash at bank 81,751 282,244
81,751 282,244
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.
10. TRADE AND OTHER PAYABLES
As at As at
31 December 30 June
2022 2022
£ £
Amounts falling due within one year:
Trade payables 8,052 33,149
Due to a related party (note 16) 12,724 -
Accruals 29,987 33,223
50,763 66,372
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.
11. STATED CAPITAL
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
As at As at
31 December 30 June
2022 2022
£ £
Issued
700,000 ordinary shares of no par value 319,000 319,000
1 sponsor share of no par value 1 1
On incorporation, the Company issued 1 ordinary share of no par value to
Marwyn Value Investors II LP. 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 of 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
therefore, on issuance of the Warrants £105,000 was recorded in the warrant
reserve.
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.
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:
* 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 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 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.
12. RESERVES
The following describes the nature and purpose of each reserve within
shareholders' equity:
Accumulated losses
Cumulative losses recognised in the Consolidated Statement of Comprehensive
Income.
Share based payment reserve
The share based payment reserve is the cumulative amount recognised in
relation to the equity-settled share based payment scheme.
Warrant reserve
The warrant reserve includes the cumulative fair value of warrants issued as
valued on the grant of the warrants.
13. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments at the period
end:
As at As at
31 December 2022 30 June 2022
£ £
Financial assets measured at amortised cost
Cash and cash equivalents 81,751 282,244
81,751 282,244
Financial liabilities measured at amortised cost
Trade and other payables 50,763 66,372
50,763 66,372
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 percent 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 percent 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 percent 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 shares were issued on 25 November 2021.
Nominal Price Issue price per A ordinary share £'s Number of A ordinary shares Unrestricted market value at grant date £'s IFRS 2 Fair value £'s
Marwyn Long Term Incentive LP £0.01 7.50 2,000 15,000 67,516
No incentive shares were issued in the period ended 31 December 2022.
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.
An expense of £nil (2021: £52,516) has been recognised in the Statement of
Comprehensive Income for the period ended 31 December 2022.
15. RELATED PARTIES
James Corsellis, Antoinette Vanderpuije and Tom Basset have served as
directors of the company during the period. James Corsellis is the managing
partner of Marwyn Investment Management LLP ("MIMLLP"), and Antoinette
Vanderpuije and Tom Basset are partners of MIMLLP, MIMLLP is the manager of
the Marwyn Fund, the Marwyn Fund holds 90% of the Company's issued ordinary
shares. Mark Brangstrup Watts was a director of the Company until 6 November
2022, up until this date Mark Brangstrup Watts was also a managing partner of
MIMLLP.
Marwyn Value Investors II LP is an entity within the Marwyn Fund, the Company
has entered into a FPA with Marwyn Value Investors II LP under which the
Company has drawn down £600,000 on 5 March 2023, as disclosed in note 18 of
these Condensed Consolidated Financial Statements
James Corsellis is the managing partner of Marwyn Capital LLP, and Antoinette
Vanderpuije and Tom Basset are also partners. Mark Brangstrup Watts was a
managing partner of Marwyn Capital LLP until 6 November 2022. Marwyn Capital
LLP provides corporate finance and managed services support including named
company secretary, to the Company. As part of this engagement a fee of
£150,000 was charged in relation to the Company's equity raise on IPO, this
fee was recognised and invoiced in the period ended 31 December 2021. On an
ongoing basis a monthly fee of £10,000 per calendar month is charged for the
provision of the corporate finance services, and managed services support is
charged by Marwyn Capital LLP on a time spent basis. The total amount charged
in the six months ended 31 December 2022 by Marwyn Capital LLP was £90,352
(2021: £150,000) and they had incurred expenses on behalf of the Group, which
were subsequently recharged, of £84 (2021: £23,693). An amount payable to
Marwyn Capital LLP of £10,000 (2021: £150,000) was outstanding as at the
period end. There was also an accrued amount with Marwyn Capital LLP of
£2,724 of which £224 (2021: £14) related to recharged costs.
16. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 31 December
2022 (31 December 2021: Nil) that requires disclosure or adjustment in these
financial statements.
17. POST BALANCE SHEET EVENTS
On 5 March 2023, pursuant to the FPA between the Company, Marwyn General
Partner II Limited and Marwyn Value Investors II LP, the Company raised
£600,000 through the issue of 600,000 A shares ("A Shares") (with Class A
Warrants ("A Warrants") being issued on the basis of one Class A Warrant per A
Share) at a price of £1 per share.
The amount was drawn down under the FPA to provide required capital to support
the execution of the Company's stated strategy and will be invested upon
receipt in its subsidiary by way of capital contribution.
The A Shares are ordinary equity shares with the same economic rights as the
Company's ordinary shares but without voting rights. They are convertible into
ordinary shares on a one-for-one basis at the time at which the Company next
publishes a prospectus or equivalent document in relation to a future listing
of shares.
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: MACAlpha@marwyn.com VG1110
Tortola
British Virgin Islands
Registered Agent and Assistant Company Secretary Depository
Conyers Corporate Services (BVI) Limited Link Market Services Trustees Limited
Commerce House The Registry
Wickhams Cay 1 34 Beckenham Road
Road Town Beckenham
VG1110 Kent
Tortola BR3 4TU
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
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR SSFFMDEDSEDDRecent news on MAC Alpha
See all newsREG - MAC Alpha Limited - Interim Financial Statements - 31 December 2023
AnnouncementREG - MAC Alpha Limited - Annual Financial Report
AnnouncementREG - MAC Alpha Limited - Total Voting Rights
AnnouncementREG - MAC Alpha Limited - Half-year Report
AnnouncementREG - MAC Alpha Limited - £600,000 Subscription
Announcement