REG - MAC Alpha Limited - Interim Financial Statements & £500k Subscription
14/02/2025 11:30
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RNS Number : 2108X MAC Alpha Limited 14 February 2025
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
14 February 2025
MAC Alpha Limited
(the "Company")
Interim Financial Statements and £500,000 Subscription
The Company announces the publication of its Interim Financial Statements for
the period ended 31 December 2024 and the raising of a further £500,000
through the issue of A Shares(1).
The Interim Financial Statements are also available on the 'Shareholder
Documents' page of the Company's website at www.mac-alpha.com
(http://www.mac-alpha.com) .
Pursuant to the Forward Purchase Agreement between the Company, Marwyn General
Partner II Limited and Marwyn Value Investors II LP (related parties of the
Company through common management) detailed in the Company's prospectus of 24
December 2021, the Company has raised £500,000 through the issue of 500,000 A
Shares (with Class A Warrants being issued on the basis of one Class A Warrant
per A Share) at a price of £1 per share. The capital is being raised to
support the execution of the Company's stated strategy and will be invested in
full upon receipt in its subsidiary, MAC Alpha (BVI) Limited. The Company's
subsidiary is a related party of the Company due to its minority interests
being held by another related party to the Company as disclosed in the Interim
Financial Statements.
A PDMR Notification and a PCA Notification are set out at the bottom of this
announcement. As the A Shares are unlisted and carry no voting rights, the
total number of voting rights in the Company remains unchanged. Accordingly,
shareholders should use the total number of Ordinary Shares in the Company in
issue of 700,000 as the denominator for the calculations by which they will
determine whether they are required to notify their interest in the Company
under the Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority.
Notes
1 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 the further
issue of ordinary shares.
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
2024
MANAGEMENT REPORT
We present to shareholders the unaudited condensed consolidated financial
statements of MAC Alpha Limited (the "Company") for the six months to 31
December 2024 (the "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; and
• 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.
Activity
The Directors have identified and met with several potential management teams
over the period and conducted preliminary due diligence on a variety of
opportunities. Although none of these engagements have resulted in appointing
a management partner or completing a platform acquisition, the Directors
continue to progress discussions.
Results
The Group's loss after taxation for the period to 31 December 2024 was
£152,099 (31 December 2023: loss of £137,174). The Group held a cash balance
at the period end of £92,033 (as at 30 June 2024: £270,534).
Directors
The Directors of the Company have served as Directors during the period and
until the date of this report as set out below:
James Corsellis (Chairman);
Antoinette Vanderpuije (Non-Executive Director); and
Tom Basset (Non-Executive Director).
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
During the previous period, the Company had a Standard Listing and was
therefore not required to comply with the provisions of the UK Corporate
Governance Code. On 29 July 2024, the new UK Listing Rules came into force;
under the new regime, the Company transitioned to the Shell Companies Category
and therefore continued to not be required to comply with the provisions of
the UK Corporate Governance Code.
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 of
Directors (''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; and
· 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 Group's Audited Annual Report
and Consolidated Financial Statements for the year ended 30 June 2024. The
Directors are of the opinion that the risks detailed therein are applicable to
the six-month period to 31 December 2024, as well as the remaining six months
of the current financial year.
Outlook
The Directors remain highly confident that the listed status and flexible
structure of the Company will provide an attractive platform from which to
execute a buy-and-build growth strategy alongside a management partner.
Each of the Directors confirms that, to the best of their knowledge:
(a) these 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 the Company; and
(b) these 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
14 February 2025
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months Six months
ended ended
31 December 31 December
2024 2023
Note Unaudited Unaudited
£'s £'s
Administrative expenses 6 (156,243) (149,240)
Total operating loss (156,243) (149,240)
Finance income 4,144 12,066
Loss before income taxes (152,099) (137,174)
Income tax - -
Loss for the period (152,099) (137,174)
Total other comprehensive income - -
Total comprehensive loss for the period (152,099) (137,174)
Loss per ordinary share £'s £'s
Basic and Diluted 7 (0.1170) (0.1055)
The Group's activities derive from continuing operations.
The Notes on pages 9 to 18 form an integral part of these Interim Financial
Statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
31 December 30 June
2024 2024
Note Unaudited Audited
£'s £'s
Assets
Current assets
Other receivables 9 12,314 5,325
Cash and cash equivalents 10 92,033 270,534
Total current assets 104,347 275,859
Total assets 104,347 275,859
Equity and liabilities
Equity
Ordinary shares 12 319,000 319,000
A shares 12 498,000 498,000
Sponsor share 12 1 1
Warrant reserve 12, 13 105,000 105,000
Warrant reserve A shares 12, 13 102,000 102,000
Share-based payment reserve 13, 15 67,516 67,516
Accumulated losses 13 (1,027,133) (875,034)
Total equity 64,384 216,483
Current liabilities
Trade and other payables 11 39,963 59,376
Total liabilities 39,963 59,376
Total equity and liabilities 104,347 275,859
The Notes on pages 9 to 18 form an integral part of these Interim Financial
Statements.
The Interim Financial Statements were approved by the Board of Directors on 14
February 2025 and were signed on its behalf by:
James Corsellis Tom Basset
Chairman Non-Executive Director
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Ordinary A Sponsor Warrant Warrant Share Accumulated Total
shares Shares Share reserve reserve Based losses equity
A Payment
shares Reserve
£'s £'s £'s £'s £'s £'s £'s £'s
Balance at 1 July 2023 319,000 498,000 1 105,000 102,000 67,516 (589,506) 502,011
Total comprehensive loss for the period - - - - - - (137,174) (137,174)
Balance as at 31 December 2023 319,000 498,000 1 105,000 102,000 67,516 (726,680) 364,837
Ordinary A Sponsor Warrant Warrant Share Accumulated Total
shares Shares Share reserve reserve Based losses equity
A shares Payment
Reserve
£'s £'s £'s £'s £'s £'s £'s £'s
Balance at 1 July 2024 319,000 498,000 1 105,000 102,000 67,516 (875,034) 216,483
Total comprehensive loss for the period - - - - - - (152,099) (152,099)
Balance as at 31 December 2024 319,000 498,000 1 105,000 102,000 67,516 (1,027,133) 64,384
The Notes on pages 9 to 18 form an integral part of these Interim Financial
Statements.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended Six months ended
31 December 31 December
2024 2023
Note Unaudited Unaudited
£'s £'s
Operating activities
Loss for the period (152,099) (137,174)
Adjustments to reconcile total operating loss to net cash flows:
Finance income (4,144) (12,066)
Working capital adjustments:
Increase in trade and other receivables and prepayments (6,989) (10,985)
Decrease in trade and other payables (19,413) (15,171)
Net cash flows used in operating activities (182,645) (175,396)
Investing activities
Interest received 4,144 12,066
Net cash flows received from investing activities 4,144 12,066
Net decrease in cash and cash equivalents (178,501) (163,330)
Cash and cash equivalents at the beginning of the period 270,534 554,446
Cash and cash equivalents at the end of the period 10 92,033 391,116
The Notes on pages 9 to 18 form an integral part of these Interim Financial
Statements.
NOTES TO THE CONDENSED CONSOLIDATED 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,
VG1110, British Virgin Islands.
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
These Condensed Consolidated Financial Statements ("Interim Financial
Statements") have been prepared in accordance with IAS 34 Interim Financial
Reporting and are presented on a condensed basis.
The Interim Financial Statements do not include all the information and
disclosures required in the annual financial statements and should be read in
conjunction with the Group's Annual Report and Consolidated Financial
Statements for the year ended 30 June 2024 ("2024 Annual Report"), which is
available on the Company's website, www.mac-alpha.com
(http://www.mac-alpha.com) . Accounting policies applicable to these Interim
Financial Statements are consistent with those applied in the 2024 Annual
Report.
(b) Going concern
The Interim Financial Statements have been prepared on a going concern basis,
which assumes that the Group will continue to be able to meet its liabilities
as they fall due the foreseeable future. The Group had cash resources of
£92,033 at 31 December 2024 (30 June 2024: £270,534) and net assets of
£64,384 (30 June 2024: £216,483). The Directors have considered the
financial position of the Group and reviewed forecasts and budgets for a
period of at least 12 months following the approval of the Interim Financial
Statements.
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, who has assigned discretionary authority for portfolio and risk management
to MIM LLP under the terms of a management agreement, 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. As at the date of these accounts, MIM LLP as
manager of the Marwyn Funds has provided a letter of support ("Letter of
Support") which states that its current intention is to provide the financial
resources needed to support the Group in continuing to pursue its stated
strategy. It is expected that any necessary financing will be provided via the
FPA.
On 14 February 2025, the Company drew down a further £500,000 under the FPA
and accordingly issued 500,000 A shares and 500,000 matching A warrants as set
out in the FPA. This additional drawdown provides the Company with
sufficient cash to meet its expected liabilities for a period of 12 months
from the balance sheet date.
The Directors have reviewed the working capital model for the Group in detail
and considered the further drawdown under the FPA, and Letter of Support and
are therefore satisfied that the Company will have sufficient cash to meet its
ongoing operating costs as the Company pursues its stated investment strategy.
(c) New standards and amendments to International Financial Reporting
Standards
Standards, amendments and interpretations effective and adopted by the Group
IFRSs applicable to the Interim Financial Statements of the Group for the
six-month period to 31 December 2024 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 21 Lack of Exchangeability. 1 January 2025
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of 1 January 2026
financial instruments*.
IFRS 18 - Presentation and Disclosure of financial Statements*. 1 January 2027
*Subject to EU endorsement
3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group's 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.
There were no critical accounting estimates or judgements in the year, those
listed below related to prior periods.
Classification of warrants
On 24 December 2021, the Company issued 700,000 ordinary shares and matching
warrants ("Warrants"). 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. The Warrants are exercisable at any time until five
years after the IPO date, being 24 December 2021. Further on 5 March 2023, the
Company issued 600,000 A shares and matching 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 Warrants are exercisable at any time until five years after the
IPO date being 24 December 2021.
The Warrants and A 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
instruments contain an exercise price adjustment ("Exercise Price
Adjustment"), whereby if the corresponding 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 and A Warrants to be
classified as equity.
4. SEGMENT INFORMATION
The Board of Directors is the Group's chief operating decision-maker. As the
Group has not yet acquired an operating business, the Board considers the
Group as a whole for the purposes of assessing performance and allocating
resources, and therefore the Group has one reportable operating segment.
5. EMPLOYEES AND DIRECTORS
The Group does not have any employees. During the six months to 31 December
2024, the Company had three serving Directors as detailed on page 2, no
Director received remuneration under the terms of their Director service
agreements (31 December 2023: 3 Directors and £Nil). The Company's subsidiary
has issued Incentive Shares, as more fully disclosed in Note 15, in which the
Directors are indirectly beneficially interested.
6. ADMINISTRATIVE EXPENSES
Six months ended Six months ended
31 December 31 December
2024 2023
£'s £'s
Group expenses by nature
Professional support 145,590 139,196
Audit fees payable in respect of the audit of the Group 9,070 9,057
Other expenses 1,583 987
156,243 149,240
7. LOSS PER ORDINARY SHARE
Basic EPS is calculated by dividing the loss attributable to equity holders of
the company by the weighted average number of ordinary shares in issue during
the period. Diluted EPS is calculated by adjusting the weighted average number
of ordinary shares outstanding to assume conversion of all dilutive potential
ordinary shares. The weighted average number of shares has not been adjusted
in calculating diluted EPS as there are no instruments which have a current
dilutive effect.
The Company maintains different share classes, of which ordinary shares, A
shares and sponsor shares were in issue in the current and prior period. The
key difference between ordinary shares and A shares is that the ordinary
shares are traded with voting rights attached and the A shares are not listed
and do not carry voting rights. The ordinary share and A share classes both
have equal rights to the residual net assets of the Company, which enables
them to be considered collectively as one class per the provisions of IAS 33.
The sponsor share has no distribution rights so has been ignored for the
purposes of IAS 33.
Refer to Note 15 (share-based payments) for instruments that could potentially
dilute basic EPS in the future.
Six months ended Six months ended
31 December 31 December
2024 2023
Loss attributable to owners of the parent (£'s) (152,099) (137,174)
Weighted average in issue 1,300,000 1,300,000
Basic and diluted loss per ordinary share (£'s) (0.1170) (0.1055)
8. INVESTMENTS
Principal subsidiary undertakings of the Group
The Company directly owns 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 share capital of MAC Alpha (BVI) Limited consists of both ordinary shares
and A ordinary shares (the "Incentive Shares"). The Incentive Shares are held
by Marwyn Long Term Incentive LP (''MLTI'') and are non-voting. Further detail
on the Incentive Shares is given in Note 15.
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,
British Virgin Islands.
9. OTHER RECEIVABLES
As at As at
31 December 30 June
2024 2024
£'s £'s
Amounts receivable in one year:
Prepayments 12,314 5,325
12,314 5,325
There is no material difference between the book value and the fair value of
the receivables. Receivables are considered to be past due once they have
passed their contracted due date. Other receivables are all current.
10. CASH AND CASH EQUIVALENTS
As at As at
31 December 30 June
2024 2024
£'s £'s
Cash and cash equivalents
Cash at bank 92,033 270,534
92,033 270,534
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 As at
31 December 30 June
2024 2024
£'s £'s
Amounts falling due within one year:
Trade payables 2,927 3,647
Accruals 21,186 38,743
Due to a related party (Note 16) 15,850 16,986
39,963 59,376
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. STATED CAPITAL
Authorised
Unlimited ordinary shares of no par value
Unlimited A shares of no par value
Unlimited B shares of no par value
100 sponsor shares of no par value
As at As at
31 December 30 June
2024 2024
£'s £'s
Issued
700,000 ordinary shares of no par value 319,000 319,000
600,000 A shares of no par value 498,000 498,000
1 sponsor share of no par value 1 1
On incorporation, the Company issued 1 ordinary share of no par value to MVI
II Holdings I 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 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 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
were taken against stated capital at the issuance date.
On 5 March 2023, the Company issued 600,000 A shares and matching A Warrants
at a price of £1 for one A share and matching A Warrant. Under the terms of
the warrant instrument, warrant holders are able to acquire one A share per
warrant at a price of £1 per A share. A 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 A share and one A 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
A Warrants, which considered the exercise price, expected volatility, risk
free rate, expected dividends, and expected term. A Warrants have been
assigned a fair value of 17p per A Warrant and each A share has been valued at
83p per share, therefore, on issuance of the Warrants £102,000 was recorded
in the warrant reserve. There were no costs directly attributable to the issue
of shares.
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 A Shares are ordinary equity shares
with the same economic rights as the Company's ordinary shares but without
voting rights.
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 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:
i. issue any further Sponsor Shares;
ii. 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
iii. amend, alter, or repeal any existing, or introduce any new
share-based compensation or incentive scheme in respect of the Group; and
iv. 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.
13. 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 as further described
in Note 15.
Warrant reserve
The warrant reserve is the cumulative fair value attributed to warrants issued
attached to ordinary shares.
Warrant reserve A shares
The warrant reserve is the cumulative fair value attributed to warrants issued
attached to A shares.
14. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments:
As at As at
31 December 30 June
2024 2024
£'s £'s
Financial assets measured at amortised cost
Cash and cash equivalents (Note 10) 92,033 270,534
92,033 270,534
Financial liabilities measured at amortised cost
Trade and other payables (Note 11) 24,113 42,930
Due to a related party (Note 16) 15,850 16,986
39,963 59,376
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 focussed on maximising the
interest earned by the Group on its cash deposits (refer Note 10). through
effective management of the amount available to be placed on deposit being
cognisant of the ongoing working capital requirements of the Company. Any
movement in interest rates will not have a significant effect on the Company
or its ability to continue to pursue its stated strategy and such movements
are therefore not considered to be a material risk to the Company.
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.
15. 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 MLTI is the only participant in the LTIP. Any
future issuances of Incentive Shares to management will be dilutive to MLTI.
Under the LTIP, Incentive Shares are issued by MAC Alpha (BVI) Limited (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 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 per cent. 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 in the Company, 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 of business, 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 and earlier than the seventh anniversary of the
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
Valuation of Incentive Shares
A valuation of the incentive shares has been prepared by Deloitte LLP dated 3
February 2022 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. was applied. The model
incorporates a range of probabilities for the likelihood of an acquisition
being made of a given size.
As the shares issued to MLTI were deemed to vest on issue, the full expense of
£52,516 relating to the issue was recognised in the Statement of
Comprehensive Income for the period ended 30 June 2022.
16. 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 MIM LLP, and Antoinette Vanderpuije and Tom Basset are partners of
MIM LLP, MIM LLP is the manager of the Marwyn Fund, the Marwyn Fund holds 90%
of the Company's issued ordinary share capital, 100% of the A ordinary shares
and 1 Sponsor Share.
Marwyn Value Investors II LP is an entity within the Marwyn Fund, the Company
has entered into an FPA with Marwyn Value Investors II LP under which the
Company drew down £500,000 on 14 February 2025 following the balance sheet
date (Nil in the periods ended 31 December 2024 and 31 December 2023).
James Corsellis is the managing partner of Marwyn Capital LLP ("MCLLP"), and
Antoinette Vanderpuije and Tom Basset are also partners. MCLLP provides
corporate finance and managed services support including named company
secretary, to the Company. On an ongoing basis a monthly fee of £10,470 per
calendar month (£10,000 up to December 2023) is charged for the provision of
the corporate finance services, and managed services support is charged by
MCLLP on a time spent basis. The total amount charged in the period ended 31
December 2024 by MCLLP was £82,795 (31 December 2023: £78,900) and they had
incurred expenses on behalf of the Group, which were subsequently recharged,
of £8,365 (31 December 2023: £9,087). An amount payable to MCLLP of £15,850
(31 December 2023: £11,491) was outstanding as at the balance sheet date.
17. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 31 December
2024 (31 December 2023: £Nil) which would require disclosure or adjustment in
these Interim Financial Statements.
18. POST BALANCE SHEET EVENTS
On 14 February 2025, the Company drew down a further £500,000 under the FPA
and accordingly issued 500,000 A shares and 500,000 matching A warrants as set
out in the FPA. This additional drawdown will be passed down to the
Company's subsidiary by way of a capital contribution, and provides the Group
with sufficient cash to meet its liabilities for a period of 12 months from
the balance sheet date.
ADVISERS
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 Tortola
British Virgin Islands
VG1110
Registered Agent Depository
Conyers Trust Company (BVI) Limited MUFG Corporate Markets Trustees (UK) Limited
Commerce House Central Square
Wickhams Cay 1 29 Wellington Street
Road Town Leeds
Tortola LS1 4DL
British Virgin Islands
VG1110
English legal advisers to the Company Registrar
Travers Smith LLP MUFG Corporate Markets (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 Limited
Wickhams Cay 2(nd) Floor Lime Grove House
1 Road Town Green Street
Tortola St Helier
British Virgin Islands Jersey
VG1110 JE2 4UB
Assistant Company Secretary
Conyers Corporate Services (BVI) Limited
Commerce House
Wickhams Cay 1
Road Town
Tortola
British Virgin Islands
VG1110
Notification of transactions of persons discharging managerial
responsibilities and persons closely associated with them
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Marwyn Investment Management LLP, a person closely associated with James
Corsellis, Antoinette Vanderpuije and Tom Basset (Directors of the Company).
2 Reason for the notification
a) Position/status Sponsor
b) Initial notification/ Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name MAC Alpha Limited
b) LEI 254900LOBYWJWYSAB947
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 A Shares of no par value
Identification code
Unlisted
b) Nature of the transaction Subscription for shares
Price(s) and volume(s) Price(s) Volume(s)
£1.00 500,000
c)
d) Aggregated information 500,000
- Aggregated volume £1.00
- Price
e) Date of the transaction 14 February 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
500,000
£1.00
e)
Date of the transaction
14 February 2025
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Marwyn Investment Management LLP, a person closely associated with James
Corsellis, Antoinette Vanderpuije and Tom Basset (Directors of the Company).
2 Reason for the notification
a) Position/status Sponsor
b) Initial notification/ Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name MAC Alpha Limited
b) LEI 254900LOBYWJWYSAB947
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 Class A Warrants
Identification code
Unlisted
b) Nature of the transaction Warrants issued on subscription for A Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
NIL 500,000
d) Aggregated information 500,000
- Aggregated volume NIL
- Price
e) Date of the transaction 14 February 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
500,000
NIL
e)
Date of the transaction
14 February 2025
f)
Place of the transaction
Outside a trading venue
This announcement is made in accordance with the requirements of the UK Market
Abuse Regulation ("MAR") and the Company confirms that the PDMR's notification
obligations under MAR have also been satisfied.
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