REG - Marwyn AcqCo III Ltd - Annual Financial Report - 30 June 2024
02/10/2024 07:00
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RNS Number : 5535G Marwyn Acquisition Company III Ltd 02 October 2024
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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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LEI: 254900YT8SO8JT2LGD15
Marwyn Acquisition Company III Limited
(the "Company")
Publication of the Annual Report and Financial Statements for the year ended
30 June 2024
The Company announces the publication of its Annual Report and Financial
Statements for the year ended 30 June 2024.
The Annual Report and Financial Statements are also available on the
'Shareholder Documents' page of the Company's website at www.marwynac3.com
(http://www.marwynac3.com) .
Enquiries:
Company Secretary
Antoinette Vanderpuije - 020 7004 2700
FGS Global - PR Adviser
Rollo Head 07768 994 987
Chris Sibbald 07855 955 531
Zeus Capital Limited - Corporate Broker - 020 3829 5000
Harry Ansell
Katy Mitchell
MARWYN ACQUISITION COMPANY III LIMITED
Annual Report and Audited Consolidated Financial Statements
For the year ended 30 June 2024
MANAGEMENT REPORT
We present to our shareholders the audited consolidated financial statements
of Marwyn Acquisition Company III Limited (the "Company") for the year ended
30 June 2024 (the "Financial Statements"), consolidating the results of Marwyn
Acquisition Company III Limited and its subsidiary, MAC III (BVI) Limited
(collectively, the "Group").
Strategy
The Company was incorporated on 31 July 2020 and subsequently listed on the
Main Market of the London Stock Exchange on 4 December 2020. 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;
• Clean Technology;
• Consumer & Luxury Goods;
• Banking & FinTech;
• Insurance, Reinsurance & InsurTech & Other Vertical
Marketplaces;
• Media & Entertainment;
• Healthcare & Diagnostics; and
• Business-to-Business Services.
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 been encouraged by the progress made in discussions with
potential management partners and believe the listed status and flexible
structure of the Company represents an attractive platform from which to
execute a buy-and-build strategy. This has been reinforced by preliminary due
diligence conducted on a variety of potential related Merger and Acquisition
(''M&A'') opportunities.
Results
The Group's total profit after taxation for the year to 30 June 2024 was
£88,580 (2023: loss £1,452,122). Of the total costs incurred in the year of
£557,733 (2023: £1,357,283), £Nil (2023: £802,890) relates to
non-recurring project costs. The Group held a cash balance at the year end of
£10,054,287 (2023: £10,079,604). The Group has not yet acquired an operating
business and as such is not yet income generating, however, during the year
the Group earned bank interest of £519,313 (2023: £286,161) on its cash
deposits.
Directors
The Directors of the Company at the date of this report are:
James Corsellis, Chairman
James brings extensive public company experience as well as management and
corporate finance expertise across a range of sectors and an extensive network
of relationships with co-investors, advisers, and other business leaders.
Previously James has served as a director of the following companies: a
non-executive director of BCA Marketplace Limited (formerly BCA Marketplace
Plc) from July 2014 to December 2017, Advanced Computer Software from October
2006 to August 2008, non-executive chairman of Entertainment One Limited from
January 2007 to March 2014 and remaining on the board as a non-executive
director until July 2015, non-executive director of Breedon Aggregates Limited
from March 2009 to July 2011 and as CEO of icollector Plc from 1994-2001
amongst others. James was educated at Oxford Brookes University, the Sorbonne
and Queen Mary University of London.
James is currently managing partner of Marwyn Capital LLP and Chief Investment
Officer of Marwyn Investment Management LLP, an executive director of
Silvercloud Holdings Limited, Palmer Street Limited, the chairman of MAC Alpha
Limited, a director of 450 Plc, and a non-executive director of Marwyn
Acquisition Company II Limited.
Antoinette Vanderpuije, Non-Executive Director
Antoinette has been a Partner of the Marwyn group for over ten years and leads
the Finance, Markets and Regulation Team. She has extensive M&A and board
experience with a particular focus on corporate governance, regulation and
listing requirements, transaction tax structuring and incentive planning.
Antoinette has supported numerous private and public companies with their
day-to-day finance, company secretarial and operational requirements and
worked on numerous U.K. and cross border M&A transactions in sectors as
varied as online sales, transport, media, chemicals and manufacturing and
distribution.
Antoinette is also a member of Marwyn's Investment Committee and previously
ran Marwyn's award-winning in-house administration business.
Antoinette previously worked in the finance team at Arcadia Group and prior to
that with Bourner Bullock Chartered Accountants. She is a Chartered
Accountant, a Chartered Tax Advisor and holds a BA from University College
London.
Antoinette is a non-executive director of MAC Alpha Limited and a director of
Silvercloud Holdings Limited.
Tom Basset, Non-Executive Director
Tom has extensive experience working across a range of sectors in the
origination and assessment of new investment opportunities, transaction
execution, coordinating capital market and M&A processes and providing
strategic corporate advice to management teams. Tom joined Marwyn in 2010,
where he now leads the Investment Team and is also a member of the Investment
Committee. Prior to Marwyn, Tom spent six years at Deloitte across the
Assurance & Advisory and Private Equity Transaction Services groups. Tom
is a qualified Chartered Accountant and graduated from Durham University with
a BA (Hons) in Economics.
Tom is a non-executive director of 450 plc and MAC Alpha Limited, and a
director of Silvercloud Holdings Limited.
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.
Key Performance Indicators
The Company has not yet acquired a trading business and therefore no key
performance indicators have been set as it is inappropriate to do so.
Stated Capital
Details of the stated capital of the Company during the year are set out in
Note 15 to the Financial Statements.
On 4 December 2020 the Company issued 700,000 ordinary shares and matching
warrants for a total price of £700,000. 75% of the ordinary shares and
matching warrants were issued to an entity managed by Marwyn Investment
Management LLP ("MIM LLP"), the remaining 25% were issued to senior executive
managers of previous successful acquisition companies launched by Marwyn. The
Company has also issued 1 sponsor share to an entity managed by MIM LLP.
On 20 April 2021, the Company issued 12 million A shares ("A Shares") to an
entity managed by MIM LLP (with class A warrants ("A Warrants") being issued
on the basis of one class A warrant per A share), for a total price of
£12,000,000.
As detailed in Note 22 of these Financial Statements on 7 July 2024, following
the 30 June 2024 year end, the Company announced that it had repurchased and
cancelled 5 million of its unlisted A Shares and matching A Warrants for an
aggregate consideration of £5,000,000 (the "Repurchase and Cancellation").
Corporate Governance
The board of Directors ("the Board") is committed to maintaining high
standards of corporate governance. Given the size and nature of the Group, the
Board have decided not to adopt the UK 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; 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.
Risk management and internal control systems
A robust risk assessment was carried out by the Directors of the Company,
along with its advisers, in preparation for the Company's IPO on 4 December
2020 and the Directors have identified a wide range of risks, which are set
out in the Company's prospectus dated 4 December 2020. As part of the launch
of a placing programme an updated robust risk assessment was carried out by
the Directors of the Company, along with its advisers and the wide range of
risks identified are set out in the Company's prospectus dated 29 April 2022.
The Company's prospectuses are available on the Company's website:
www.marwynac3.com (http://www.marwynac3.com) .
The Company's risk management framework incorporates a risk assessment that
identifies and assesses the strategic, operational and financial risks facing
the business and mitigating controls. The risk assessment is documented
through a risk register which categorises the key risks faced by the business
into:
· Business risks;
· Shareholder risks;
· Financial and procedural risks; and
· Risks associated with the acquisition process.
The risk assessment identifies the potential impact and likelihood of each of
the risks detailed on the risk register and mitigating factors/actions have
also been identified.
The Company's risk management process includes both formal and informal
elements. The size of the Board and the frequency in which they interact
ensures that new risks, or changes to the nature of the Company's existing
risks, are identified, discussed and analysed quickly. The Company's
governance framework, including formal periodic board meetings with standing
agendas, ensures that the Company has a formal framework in place to manage
the review, consideration and formal approval of the risk register, including
risk assessment.
The Group's only significant asset is cash. As at the statement of financial
position date the Group's cash balance was £10,054,287 (2023: £10,079,604).
Price, credit, liquidity and cashflow risk are not considered to be
significant due to the simple nature of the Company's assets and liabilities
and the current activities undertaken by the Group. The Directors have
reviewed the risk of holding a singular concentration of assets and do not
deem this a material risk, as set out in Note 17 of these Financial
Statements. The Directors have set out below the principal risks faced by the
business. These are the risks the Directors consider to be most relevant to
the Company based on its current status. The risks referred to below do not
purport to be exhaustive and are not set out in any particular order of
priority.
Key risk Explanation
The Company could incur costs for transactions that may ultimately be There is a risk that the Company may incur substantial legal, financial and
unsuccessful. advisory expenses arising from unsuccessful transactions which may include
public offer and transaction documentation, legal, accounting and other due
diligence which could have a material adverse effect on the business,
financial condition, results of operations and prospects of the Company.
The Company may not be able to complete an acquisition. The Company's future success is dependent upon its ability to not only
identify opportunities but also to execute a successful acquisition. There can
be no assurance that the Company will be able to conclude agreements with an
industry leading management team and/or any target business and its
shareholders in the future and failure to do so could result in the loss of an
investor's investment. In addition, the Company may not be able to raise the
additional funds required to acquire any target business, fund future
operating expenses after the initial twelve months, or incur the expense of
due diligence for the pursuit of acquisition opportunities in accordance with
its investment objective.
The Company may face significant competition for acquisition opportunities. There may be significant competition for some or all of the acquisition
opportunities that the Company may explore. Such competition may for example
come from strategic buyers, sovereign wealth funds, special purpose
acquisition companies and public and private investment funds, many of which
are well established and have extensive experience in identifying and
completing acquisitions. A number of these competitors may possess greater
technical, financial, human and other resources than the Company. Therefore,
the Company may identify an investment opportunity in respect of which it
incurs costs, for example through due diligence and/or financing, but the
Company cannot assure investors that it will be successful against such
competition. Such competition may cause the Company to incur significant costs
but be unsuccessful in executing an acquisition or may result in a successful
acquisition being made at a significantly higher price than would otherwise
have been the case which could materially adversely impact the business,
financial condition, result of operations and prospects of the Company.
Even if the Group completes an acquisition, any technological, strategic, The success of any of the Group's acquisitions may depend in part on the
operating and financial improvements proposed and implemented may not be Group's ability to implement the necessary technological, strategic,
successful. operational and financial change programmes in order to transform the acquired
business and improve its financial performance. Implementing change programmes
within an acquired business may require significant modifications, including
changes to hardware and other business assets, operating and financial
processes and technology, software, business systems, management techniques
and personnel, including senior management.
There is no certainty that the Group will be able to successfully implement
such change programmes within a reasonable timescale and cost, and any
inability to do so could have a material adverse impact on the Company's
performance and prospects.
Specifically, in the context of operational improvements and financial
performance, the Company may not be able to propose and implement effective
operational improvements for the target business with which the Group
completes an acquisition. Such target businesses may not be able to generate
the expected margins or cash flows. Although the Group assesses each target
business, these assessments are subject to a number of assumptions and
estimates concerning markets, profitability, growth, interest rates and
company and asset valuations. The Group's assessments of, and assumptions
regarding, target businesses may prove to be incorrect and actual developments
may differ significantly from the Group's expectations. In addition, even if
the Group completes an acquisition, general economic and market conditions or
other factors outside the Company's control make the Company's operating
strategies difficult or impossible to implement.
Directors interests
The Directors have no direct interests in the ordinary shares of the Company.
The Directors have interests in the Company's long term incentive plan, as
detailed in Note 18 to the Financial Statements. James Corsellis is the Chief
Investment Officer of MIM LLP, and Tom Basset and Antoinette Vanderpuije are
partners of MIM LLP, which manages 75% of the ordinary shares and matching
warrants, and 100% of the A shares and matching A warrants issued by the
Company and the Sponsor share.
James Corsellis is also the managing partner of Marwyn Capital LLP ("MC LLP"),
and Tom Basset and Antoinette Vanderpuije are partners in MC LLP, a firm which
provides corporate finance, company secretarial and ad-hoc managed services
support to the Group.
Details of the related party transactions which occurred during the year are
disclosed in Note 19 to the Financial Statements, save for the participation
in the Company's long term incentive plan as disclosed in Note 18 to the
Financial Statements.
There were no loans or guarantees granted or provided by the Company and/or
any of its subsidiaries to or for the benefit of any of the Directors.
Statement of Going Concern
The 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 for the foreseeable future. The Directors have considered the
financial position of the Group and have reviewed forecasts and budgets for a
period of at least 12 months following the approval of the Financial
Statements.
At 30 June 2024, the Group has net assets of £7,680,016 (2023: £7,591,436)
net assets excluding warrant liabilities of £9,966,016 (2023: £10,004,436)
and a cash balance of £10,054,287 (2023: £10,079,604). The Company has
sufficient resources to continue to pursue its investment strategy which may
include effecting a merger, share exchange, asset acquisition, share or debt
purchase, reorganisation or similar business combination with one or more
businesses.
Subject to the structure of any acquisition, the Company may need to raise
additional funds to finance the acquisition in the form of equity and/or debt.
The capital structure of the Company enables it to issue different types of
shares in order to raise equity to fund an acquisition. The ability of the
Company to raise additional funds in relation to an acquisition may affect its
ability to complete that acquisition. Other factors outside of the Company's
control may also impact on the Company's ability to complete that acquisition.
The key risks relating to the Company's ability to execute its stated strategy
are set out on pages 5 and 6 in the 'Risk management and internal control
system' section of this report.
The Company entered into a forward purchase agreement ("FPA") on 27 November
2020 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. At 30 June 2024 £12 million had
been drawn down under the FPA. Whilst the FPA provides a mechanism for the
Company to raise additional funds, as any drawdown is not under the exclusive
control on the Company, all cashflow and working capital forecasts have been
prepared without any further draw down on the FPA being assumed.
The Directors have considered macroeconomic backdrop, and the ongoing
operating costs expected to be incurred by the business over at least the next
12 months. Based on their review the Directors have concluded that there are
no material uncertainties relating to going concern of the Group and as such
the 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 within the next 12 months from the date of approval of the
Financial Statements.
Outlook
Further progress has been made in discussions with potential management
partners and, alongside a more favourable outlook for capital markets
generally, as well as encouraging sector-specific trends, the directors look
forward to updating shareholders in due course.
RESPONSIBILTY STATEMENT
The Directors are responsible for preparing the Financial Statements in
accordance with applicable laws and regulations, including the BVI Business
Companies Act, 2004. The Directors have prepared the Financial Statements for
the year to 30 June 2024, which give a true and fair view of the state of
affairs of the Group and the profit of the Group for that year.
The Directors have acted honestly and in good faith and in what the Directors
believe to be in the best interests of the Company.
The Directors have chosen to use International Financial Reporting Standards
as adopted by the European Union (''EU adopted IFRS'' or "IFRS") in preparing
the Group's financial statements. International Accounting Standard 1 requires
that financial statements present fairly for each financial year the group's
financial position, financial performance and cash flows. This requires the
faithful presentation of the effects of transactions, other events and
conditions in accordance with the definitions and recognition criteria for
assets, liabilities, income and expenses set out in the International
Accounting Standards Board's "Framework for the preparation and presentation
of financial statements". In virtually all circumstances, a fair presentation
will be achieved by compliance with all applicable EU adopted IFRS.
A fair presentation also requires the Directors to:
• select consistently and apply appropriate accounting policies;
• present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable information;
• make judgements and accounting estimates that are reasonable and
prudent;
• provide additional disclosures when compliance with the specific
requirements in EU adopted IFRS is insufficient to enable users to understand
the impact of particular transactions, other events and conditions on the
entity's financial position and financial performance;
• state that the Group has complied with EU adopted IFRS, subject
to any material departures disclosed and explained in the financial
statements; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will continue in
business.
The Directors are also required to prepare financial statements in accordance
with the rules of the London Stock Exchange for companies trading securities
on the Stock Exchange.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Group, for safeguarding the assets, for taking reasonable steps for the
prevention and detection of fraud and other irregularities and for the
preparation of financial statements.
Financial information is published on the Group's website. The maintenance and
integrity of this website is the responsibility of the Directors; the work
carried out by the auditor does not involve consideration of these matters
and, accordingly, the auditor's accept no responsibility for any changes that
may occur to the financial statements after they are presented initially on
the website. Legislation in the British Virgin Islands governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors' Responsibilities Pursuant to DTR4
In compliance with the Listing Rules of the London Stock Exchange, the
Directors confirm to the best of their knowledge:
• The Financial Statements have been prepared in accordance with
EU adopted IFRS and give a true and fair view of the assets, liabilities,
financial position and profit of the Group; and
• The management report includes a fair review of the development
and performance of the business and the financial position of the Group,
together with a description of the principal risks and uncertainties that it
faces.
Independent Auditor
Baker Tilly Channel Islands Limited ("BTCI") remains the Company's independent
auditor for the year ended 30 June 2024 and has expressed its willingness to
continue to act as auditor to the Group.
Disclosure of Information to Auditor
Each of the Directors in office at the date the Report of the Directors is
approved, whose names and functions are listed in the Report of the Directors
confirm that, to the best of their knowledge:
• the Financial Statements, which have been prepared in accordance
with EU adopted IFRS, present fairly the assets, liabilities, financial
position and profit of the Group;
• the Report of the Directors includes a fair review of the
development and performance of the business and the position of the Group and
Company, together with a description of the principal risks and uncertainties
that it faces;
• so far as they are aware, there is no relevant audit information
of which the Group's auditor is unaware; and
• they have taken all the steps that they ought to have taken as a
Director in order to make themself aware of any relevant audit information and
to establish that the Group's auditor is aware of that information.
This Directors' Report was approved by the Board of Directors on 1 October
2024 and is signed on its behalf.
By Order of the Board
James Corsellis
Chairman
1 October 2024
INDEPENDENT AUDITOR'S REPORT
Independent auditor's report to the members of Marwyn Acquisition Company III
Limited
Opinion
We have audited the consolidated financial statements of Marwyn Acquisition
Company III Limited (the "Company" and, together with its subsidiary, MAC III
(BVI) Limited, the "Group"), which comprise the consolidated statement of
financial position as at 30 June 2024, and the consolidated statement of
comprehensive income, consolidated statement of changes in equity and
consolidated statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including a summary of significant
accounting policies.
In our opinion, the accompanying consolidated financial statements:
· give a true and fair view of the consolidated financial position
of the Group as at 30 June 2024, and of its consolidated financial performance
and its consolidated cash flows for the year then ended in accordance with
International Financial Reporting Standards as adopted by the European Union
(''IFRS'' or ''IFRSs''); and
· have been prepared in accordance with the requirements of the BVI
Business Companies Act 2004, as amended.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs) and applicable law. Our responsibilities under those standards are
further described in the Auditor's Responsibilities for the Audit of the
Consolidated Financial Statements section of our report. We are independent of
the Group in accordance with the ethical requirements that are relevant to our
audit of the consolidated financial statements in Jersey, including the FRC's
Ethical Standard, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the consolidated financial statements of
the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by us, including those
which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the consolidated
financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Key audit matter How our audit addressed the matter Key observations communicated to those charged with governance
Equity and Warrants Issuance Classification Based on the procedures performed, we are satisfied that management's
judgements and estimates in respect of the valuation and classification of
The warrants issued to investors are subject to judgement in both We obtained an understanding of management's assessment for the classification warrants for the year ended 30 June 2024, along with the related disclosures
classification and valuation. of these instruments and the rationale for their classification. in the consolidation financial statements, are appropriate.
The classification of the warrants is complex and must consider the nature and We critically reassessed whether the facts and circumstances remain unchanged We have nothing to report to those charged with governance from our testing.
details of the instrument contracts to determine the correct classification during the current period, to ensure the classification remained appropriate.
between equity and liabilities.
Valuation
Further the fair value of these warrants was determined using the Black
Scholes option pricing methodology which considered the exercise price, We obtained the valuation report prepared by management's expert and reviewed
expected volatility, risk free rate, expected dividends and expected term of the credentials and inputs used.
the warrants which is complex and involves estimates and judgements.
We reviewed and validated the assumptions, methodology and calculations in
Financial statement impact: £2,286,000 (PY: 2,413,000). respect of the valuation of the instruments and confirmed it was in accordance
with the requirements of IFRS 9 and IFRS 13.
The accounting policies on Note 2 sets out the treatment applied by
management, and related disclosures are presented in Note 14. We also inspected the scoping sections of the management expert reports to
ensure the procedures were for the appropriate purpose.
Disclosure
We reviewed the relevant disclosures in the consolidated financial statements
in accordance with the requirements of the IFRS as adopted by the European
Union and performed a financial statement disclosure checklist utilising
specialist software.
Our Application of Materiality
Materiality for the consolidated financial statements as a whole was set at
£345,000 (PY: £341,000), determined with reference to a benchmark of Net
Assets, of which it represents 4.5% (PY: 4.5%).
In line with our audit methodology, our procedures on individual account
balances and disclosures were performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level the risk that individually
immaterial misstatements in individual account balances add up to a material
amount across the consolidated financial statements as a whole.
Performance materiality was set at 70% (PY: 70%) of materiality for the
consolidated financial statements as a whole, which equates to £241,000 (PY:
£238,000). We applied this percentage in our determination of performance
materiality because we did not identify any factors indicating an elevated
level of risk.
We reported to the Board of Directors any uncorrected omissions or
misstatements exceeding £17,000 (PY: £17,000), in addition to those that
warranted reporting on qualitative grounds.
The work on all the components was performed by the Group audit team.
Conclusions relating to Going Concern
In auditing the consolidated financial statements, we have concluded that the
Directors' use of the going concern basis of accounting in the preparation of
the consolidated financial statements is appropriate.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group and Company's ability to
continue as a going concern for a period of at least twelve months from when
the consolidated financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
Other Information
The other information comprises the information included in the annual report
other than the consolidated financial statements and our auditor's report
thereon. The Directors are responsible for the other information contained
within the annual report. Our opinion on the consolidated financial statements
does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the
course of the audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we
are required to determine whether this gives rise to a material misstatement
in the consolidated financial statements themselves. If, based on the work
performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of the Directors
As explained more fully in the Directors' responsibilities statement set out
on pages 8 and 9, the Directors are responsible for the preparation of
consolidated financial statements that give a true and fair view in accordance
with IFRSs, and for such internal control as the Directors determine is
necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are
responsible for assessing the Group's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to
liquidate the Company or to cease operations, or has no realistic alternative
but to do so.
The Directors are responsible for overseeing the Group's financial reporting
process.
Auditor's Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs will
always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial
statements.
The extent to which our procedures are capable of detecting irregularities,
including fraud, is detailed below:
· Enquiry of management to identify any instances of non-compliance
with laws and regulations, including actual, suspected or alleged fraud;
· Reading minutes of meetings of the Board of Directors;
· Review of legal invoices;
· Review of management's significant estimates and judgements for
evidence of bias;
· Review for undisclosed related party transactions;
· Obtained and reviewed bank statements as well as reviewed ledgers
and minutes to ensure finance income is complete and as per our expectations;
· Using analytical procedures to identify any unusual or unexpected
relationships; and
· Undertaking journal testing, including an analysis of manual
journal entries to assess whether there were large and/or unusual entries
pointing to irregularities, including fraud.
The Company is required to include these financial statements in an annual
financial report prepared using the single electronic reporting format
specified in the TD ESEF Regulation. The auditor's report provides no
assurance over whether the annual financial report has been prepared in
accordance with that format.
A further description of the auditor's responsibilities for the audit of the
financial statements is located at the Financial Reporting Council's website
at www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor's report.
Other Matters which we are Required to Address
We were re-appointed by Marwyn Acquisition Company III Limited on 7 June 2024
to audit the consolidated financial statements. Our total uninterrupted period
of engagement is 3 years.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the Group and we remain independent of the Group in conducting our
audit. Our audit opinion is consistent with the additional report to the audit
committee in accordance with ISAs.
Use of this Report
This report is made solely to the Members of the Company, as a body, in
accordance with our letter of engagement dated 7 June 2024. Our audit work has
been undertaken so that we might state to the Members those matters we are
required to state to them in an auditor's report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and its Members, as a body, for our audit
work, for this report, or for the opinions we have formed.
Sandy Cameron
For and on behalf of Baker Tilly Channel Islands Limited
Chartered Accountants
St Helier, Jersey
Date: 1 October 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended Year ended
30 June 30 June
2024 2023
Note £'s £'s
Administrative expenses 6 (557,733) (1,357,283)
Total operating loss (557,733) (1,357,283)
Finance income 7 519,313 286,161
Movement in fair value of warrants 14 127,000 (381,000)
Profit/ (loss) for the year before tax 88,580 (1,452,122)
Income tax 8 - -
Profit/ (loss) for the year 88,580 (1,452,122)
Total other comprehensive income - -
Total comprehensive profit/ (loss) for the year 88,580 (1,452,122)
Profit/ (loss) per ordinary share £'s £'s
Basic and Diluted 9 0.0070 (0.1143)
The Group's activities derive from continuing operations.
The notes on pages 18 to 33 form an integral part of these Financial
Statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
30 June 2024 30 June 2023
Assets Note £'s £'s
Current assets
Other receivables 11 9,920 20,780
Cash and cash equivalents 12 10,054,287 10,079,604
Total current assets 10,064,207 10,100,384
Total assets 10,064,207 10,100,384
Equity and liabilities
Equity
Ordinary Shares 15 326,700 326,700
A Shares 15 10,320,000 10,320,000
Sponsor share 15 1 1
Share-based payment reserve 18 169,960 169,960
Accumulated losses (3,136,645) (3,225,225)
Total equity 7,680,016 7,591,436
Current liabilities
Trade and other payables 13 98,191 95,948
Warrants 14 2,286,000 2,413,000
Total liabilities 2,384,191 2,508,948
Total equity and liabilities 10,064,207 10,100,384
The notes on pages 18 to 33 form an integral part of these Financial
Statements.
The Financial Statements were issued and approved by the Board of Directors on
1 October 2024 and were signed on its behalf by:
James Corsellis Antoinette Vanderpuije
Chairman Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Ordinary Shares A Shares Sponsor Share Share based payment reserve Accumulated Total equity
losses
£'s £'s £'s £'s £'s £'s
Balance at 1 July 2022 326,700 10,320,000 1 169,960 (1,773,103) 9,043,558
Total comprehensive loss for the year - - - - (1,452,122) (1,452,122)
Balance at 30 June 2023 326,700 10,320,000 1 169,960 (3,225,225) 7,591,436
Ordinary Shares A Shares Sponsor Share Share based payment reserve Accumulated Total equity
losses
£'s £'s £'s £'s £'s £'s
Balance at 1 July 2023 326,700 10,320,000 1 169,960 (3,225,225) 7,591,436
Total comprehensive profit for the year - - - - 88,580 88,580
Balance at 30 June 2024 326,700 10,320,000 1 169,960 (3,136,645) 7,680,016
The notes on pages 18 to 33 form an integral part of these Financial
Statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended Year ended
30 June 30 June
2024 2023
Note £'s £'s
Operating activities
Profit/ (loss) for the year 88,580 (1,452,122)
Adjustments to reconcile total operating profit/ (loss) to net cash flows:
Finance income 7 (519,313) (286,161)
Fair Value (gain)/ loss on warrant liability 14 (127,000) 381,000
Working capital adjustments:
Decrease in other receivables 11 10,860 730,093
Increase/ (decrease) in trade and other payables 13 2,243 (62,741)
Net cash flows used in operating activities (544,630) (689,931)
Investing activities
Interest received 7 519,313 286,161
Net cash flows received from investing activities 519,313 286,161
Net decrease in cash and cash equivalents (25,317) (403,770)
Cash and cash equivalents at the beginning of the year 10,079,604 10,483,374
Cash and cash equivalents at the end of the year 12 10,054,287 10,079,604
The notes on pages 18 to 33 form an integral part of these Financial
Statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Marwyn Acquisition Company III Limited was incorporated on 31 July 2020 in the
British Virgin Islands ("BVI") as a BVI business company (registered number
2040967) under the BVI Business Company Act, 2004. The Company was listed on
the Main Market of the London Stock Exchange on 4 December 2020 and has its
registered address at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road
Town, Tortola, VG1110, British Virgin Islands and UK establishment (BR022832)
at 11 Buckingham Street, London WC2N 6DF.
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 III (BVI) Limited (together with the Company the "Group").
2. MATERIAL ACCOUNTING POLICIES
(a) Basis of preparation
The Financial Statements for the year ended 30 June 2024 have been prepared in
accordance with International Financial Reporting Standards and IFRS
Interpretations Committee interpretations as adopted by the European Union
(collectively, ''EU adopted IFRS'' or "IFRS") and are presented in British
pounds sterling, which is the presentational currency of the Group. The
Financial Statements have been prepared under the historical cost basis,
except for the revaluation of certain financial instruments that will be
measured at fair value at the end of each reporting year, as explained in the
accounting policies below.
The principal accounting policies adopted in the preparation of the Financial
Statements are set out below. The policies have been consistently applied
throughout the year presented and the comparative year.
(b) Going concern
The 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 for the foreseeable future. The Directors have considered the
financial position of the Group and have reviewed forecasts and budgets for a
period of at least 12 months following the approval of the Financial
Statements.
At 30 June 2024, the Group has net assets of £7,680,016 (2023: £7,591,436)
net assets excluding warrant liabilities of £9,966,016 (2023: £10,004,436)
and a cash balance of £10,054,287 (2023: £10,079,604). The Company has
sufficient resources to continue to pursue its investment strategy which may
include effecting a merger, share exchange, asset acquisition, share or debt
purchase, reorganisation or similar business combination with one or more
businesses.
Subject to the structure of any acquisition, the Company may need to raise
additional funds to finance the acquisition in the form of equity and/or debt.
The capital structure of the Company enables it to issue different types of
shares in order to raise equity to fund an acquisition. The ability of the
Company to raise additional funds in relation to an acquisition may affect its
ability to complete that acquisition. Other factors outside of the Company's
control may also impact on the Company's ability to complete that acquisition.
The key risks relating to the Company's ability to execute its stated strategy
are set out on pages 5 and 6.
The Company entered into a FPA on 27 November 2020 with 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. At 30 June 2024 £12
million had been drawn down under the FPA. Whilst the FPA provides a mechanism
for the Company to raise additional funds, as any drawdown is not under the
exclusive control on the Company, all cashflow and working capital forecasts
have been prepared without any further draw down on the FPA being assumed.
The Directors have considered macroeconomic backdrop, and the ongoing
operating costs expected to be incurred by the business over at least the next
12 months. Based on their review the Directors have concluded that there are
no material uncertainties relating to going concern of the Group and as such
the 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 within the next 12 months from the date of approval of the
Financial Statements.
(c) New standards and amendments to International Financial Reporting
Standards
Standards, amendments and interpretations 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 7 and IFRS 7 Supplier Finance Arrangements; 1 January 2024
Amendments to IAS 1 Non-current Liabilities with Covenants; 1 January 2024
Amendment to IFRS 16 Leases: Lease Liability in a sale & leaseback; 1 January 2024
Amendments to IAS 1 Presentation of Financial Statements: Classification of 1 January 2024
Liabilities as Current or Non-current*;
Amendments to IAS21 Lack of exchangeability*; 1 January 2025
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of 1 January 2026
financial instruments*; and
IFRS 18 - Presentation and Disclosure of financial Statements*. 1 January 2027
* Subject to EU endorsement
(d) 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 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
financial information.
(e) 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. With the exception of warrants, financial assets and liabilities
are subsequently remeasured at amortised cost using the effective interest
rate.
Warrants
Warrants are accounted for as derivative liability instruments under IAS 32
and are measured at fair value at the date of issue and remeasured at each
subsequent reporting date with changes in fair value being recognised in the
Statement of Comprehensive Income. Fair value of the warrants has been
calculated using a Black-Scholes option pricing methodology and details of the
estimates and judgements used in determining the fair value of the warrants
are set out in Note 3. The warrant liability will be derecognised when the
liability is extinguished either through exercise or expiry.
(f) Cash and cash equivalents
Cash and cash equivalents comprise cash balances at and demand deposits at
banks. All deposits are readily convertible to known amounts of cash and which
are subject to an insignificant risk of change with a short maturity of less
than 2 months.
(g) Equity
Ordinary shares, A shares and sponsor shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are
recognised in equity as a deduction from the proceeds.
(h) Corporation tax
Corporation tax for the year presented comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantially enacted at the balance sheet date.
Deferred tax is provided using the balance sheet liability method, providing
for temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation
purposes. A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against which the asset
can be utilised.
(i) Profit / (loss) per ordinary share
The Group presents basic earnings per ordinary share ("EPS") data for its
ordinary shares and A shares as disclosed in more detail in Note 9. 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 year. Diluted EPS is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume conversion of
all potential dilutive ordinary shares.
(j) Share based payments
The A ordinary shares in MAC III (BVI) Limited (the "Incentive Shares''),
represent equity-settled share-based payment arrangements under which the
Group receives services as a consideration for the additional rights attached
to these equity shares.
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 18. 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 as the services are deemed to have been
received in full, the fair value is recognised as an expense with a
corresponding increase in equity recognised at grant date.
(k) Warrants
On 4 December 2020, the Company issued 700,000 ordinary shares and matching
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, subject to a downward price adjustment depending on the price of future
shares issued prior to or in conjunction with and initial acquisition.
On 20 April 2021, the Company issued 12,000,000 A shares and matching A
warrants at a price of £1 for one ordinary A share and matching A 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, subject
to a downward price adjustment depending on the price of future share issues
issued prior to or in conjunction with an initial acquisition.
Warrants are accounted for as derivative liability instruments under IAS 32
and are measured at fair value at the date of issue and each subsequent
balance sheet date. Fair value of the warrants has been calculated using a
Black-Scholes option pricing methodology and details of the estimates and
judgements used in determining the fair value of the warrants are set out in
Note 3.
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
The preparation of the Group's 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.
Key sources of estimation uncertainty
Valuation of warrants
The Company has issued matching warrants for both its issues of Ordinary
Shares and A Shares. For every share subscribed for, each investor was also
granted a warrant ("Warrant") or A Warrant to acquire a further share at an
exercise price of £1.00 per share (subject to a downward adjustment under
certain conditions). In the prior year, the Warrants and A Warrants were
exercisable at any time until five years after the issue date; effective 29
April 2022 the exercise date for the Warrants was extended to the 5th
anniversary of a business acquisition, as detailed in Note 14. The Warrants
and A Warrants are valued using the Black-Scholes option pricing methodology
which considers the exercise price, expected volatility, risk free rate,
expected dividends, and expected term of the Warrants and A Warrants.
Critical accounting judgements
Classification of warrants
The Directors consider the Warrants and A Warrants to represent a derivative
liability due to the potential modification of the exercise price under
certain conditions that the Directors believe are possible to occur. This
modification results in the Warrants and A Warrants failing the 'fixed for
fixed' test, as outlined in IAS 32 para 16, which is required to recognise the
Warrants and A Warrants as equity instruments, that requires the Company to
provide a fixed number of shares for a fixed amount of cash on exercise of the
Warrants and A Warrants. Accordingly, the Warrants and A Warrants are
recognised as derivative liabilities, to be assessed at each balance sheet
date with a review of the underlying inputs undertaken.
The initial fair value recognised for the Warrants and A Warrants affects the
corresponding entry in equity recognised for the issue of shares as the
proceeds are required to be allocated between equity and liability. This is
due to the proceeds received from the issue of equity deemed to have been
received for both the issue of the shares and the Warrants and A Warrants
attached.
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 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
During year ended 30 June 2024, the Company had the following directors: James
Corsellis, Antoinette Vanderpuije, and Tom Basset. The Company has not had any
employees since incorporation. No director received remuneration or fees under
the terms of their director service agreements. James Corsellis, Antoinette
Vanderpuije, and Tom Basset have a beneficial interest in the Incentive Shares
issued by the Company's subsidiary which were issued on 25 November 2020. In
the prior year ended 30 June 2023, Mark Brangstrup Watts (resigned 6 November
2022) held a beneficial interest in the Incentive Shares whilst he served as a
director of the Company. Further details are disclosed in Note 18.
6. ADMINISTRATIVE EXPENSES
Year ended 30 June Year ended
2024
30 June
2023
£'s £'s
Group expenses by nature
Non-recurring project, professional and diligence costs - 802,890
Professional support 531,458 528,908
Audit fees payable (Note 21) 24,580 23,000
Other expenses 1,695 2,484
557,733 1,357,283
In the prior year ending 30 June 2023 included within non-recurring project,
professional and diligence costs was £715,092 that had been included in the
balance sheet as current asset deferred costs in the year ended 30 June 2022,
as these costs were directly attributable to a future issuance of shares under
a placing programme and therefore expected to be capitalised to equity.
Effective 31 March 2023, the Directors approved the termination of the
corresponding placing programme and as such effective this date, the £715,092
of costs were taken to the profit and loss account.
7. FINANCE INCOME
Year ended 30 June Year ended
2024
30 June
2023
£'s £'s
Interest on bank deposits 519,313 286,161
519,313 286,161
8. INCOME TAX
Year ended Year ended
30 June 30 June
2024
2023
£'s £'s
Analysis of tax in year
Current tax on profit/ (loss) for the year - -
Total current tax - -
Reconciliation of effective rate and tax charge: Year ended Year ended
30 June 30 June
2024
2023
£'s £'s
Profit / (loss) on ordinary activities before tax 88,580 (1,452,122)
Profit / (loss) on ordinary activities multiplied by the rate of corporation 22,145 (363,031)
tax in the UK of 25% (2023: 25%)
Effects of:
Expenses not deductible for tax purposes (30,325) 96,670
Tax losses not utilised 8,180 266,361
Total taxation charge - -
The Group is tax resident in the UK. As at 30 June 2024, cumulative tax losses
available to carry forward against future trading profits were £1,266,502
(2023: £1,233,781) subject to agreement with HM Revenue & Customs. There
is currently no certainty as to future profits and no deferred tax asset is
recognised in relation to these carried forward losses. A deferred tax asset
will be recognised in accordance IAS 12 once it is probable that the tax
losses can be utilised. Under UK Law, there is no expiry for the use of tax
losses. The tax losses available as at 30 June 2023 were reported as
£2,415,304 in the prior year annual report. Subsequent to publication of
those accounts, an update was made to the taxation calculation in line with
updated professional tax advice, resulting in an adjustment to the losses
available to carry forward.
9. EARNINGS / LOSS PER ORDINARY SHARE
Basic EPS is calculated by dividing the profit attributable to equity holders
of the company by the combined weighted average number of ordinary shares and
A shares in issue during the year. Diluted EPS is calculated by adjusting the
combined weighted average number of ordinary shares and A shares outstanding
to assume conversion of all instruments that are potentially dilutive to the
ordinary shares and A shares.
As the Company has made a profit in the year ended 30 June 2024, the Warrants
are considered potentially dilutive. However, included in the Consolidated
Statement of Comprehensive Income is £127,000 representing a gain in the fair
value movement of the Warrants during the year, which when reversed puts the
Group back into a loss making position as illustrated in the table below. This
adjustment to earnings is required under IAS 33 for the purposes of the
calculating the diluted EPS as these are required to be calculated as being
converted at the start of the year, resulting in no fair value gain.
Therefore, the assumed exercise of the Warrants would also have an
anti-dilutive effect in the current year, resulting in both basic and diluted
EPS being the same, therefore, as at 30 June 2024 the Warrants and A Warrants
are not dilutive. Please refer to Note 14 for further information on warrants
in issue.
In the prior year, due to the Company making a loss, the potential exercise of
the Warrants has had an antidilutive impact on EPS, resulting in both basic
and diluted EPS being the same.
The Company has also issued Incentive Shares as detailed in Note 18, which
may, in the future, also be dilutive to the ordinary and A shareholders. The
Incentive Shares have not been included in the calculation of diluted EPS in
the current year as per IAS 33, they should be treated as outstanding until
the date from which all necessary vesting conditions are satisfied. Incentive
shares do not become exercisable until 3 to 7 years post completion of the
platform acquisition (unless certain other events have occurred as detailed in
Note 18) and therefore, as the Company has yet to complete its platform
acquisition, the Incentive Shares are not currently dilutive.
The Company maintains different share classes, of which ordinary shares, A
shares and sponsor shares were in issue in the current and prior year. The key
difference between ordinary shares and A shares is that the ordinary shares
are traded with voting rights attached. 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.
Year ended Year ended
30 June 30 June
2024
2023
Basic
Profit / (loss) attributable to owners of the parent (£'s) 88,580 (1,452,122)
Weighted average shares in issue 12,700,000 12,700,000
Basic profit / (loss) per ordinary share (£'s) 0.0070 (0.1143)
Diluted
Profit / (loss) attributable to owners of the parent (£'s) 88,580 (1,452,122)
Effect of Warrants and A Warrants in issue (note 14) (127,000) -
Adjusted loss attributable to owners of the parent (£'s) (38,420) (1,452,122)
10. SUBSIDIARY
Marwyn Acquisition Company III Limited is the parent company of the Group, the
Group comprises of Marwyn Acquisition Company III Limited and the following
subsidiary as at 30 June 2024:
Company name Nature of business Country of incorporation Proportion of ordinary shares held directly by parent
MAC III (BVI) Limited Incentive vehicle British Virgin Islands 100%
The share capital of MAC III (BVI) Limited (the "Subsidiary") consists of both
ordinary shares and Incentive Shares. The Incentive Shares are non-voting and
disclosed in more detail in Note 18.
There are no restrictions on the parent company's ability to access or use the
assets and settle the liabilities of the Company's subsidiary. The registered
office of MAC III (BVI) Limited is Commerce House, Wickhams Cay 1, P.O. Box
3140, Road Town, Tortola, VG1110, British Virgin Islands and its UK
Establishment address is 11 Buckingham Street, London, WC2N 6DF.
11. OTHER RECEIVABLES
As at As at
30 June
2024 30 June
2023
£'s £'s
Amounts receivable within one year:
Prepayments 5,324 14,372
Due from related party (Note 19) 1 1
VAT receivable 4,595 6,407
9,920 20,780
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.
12. CASH AND CASH EQUIVALENTS
As at As at
30 June
2024 30 June
2023
£'s £'s
Cash and cash equivalents
Cash at bank 10,054,287 10,079,604
10,054,287 10,079,604
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 (2023: P-1), as issued by Moody's, are
accepted.
13. TRADE AND OTHER PAYABLES
As at As at
30 June
2024 30 June
2023
£'s £'s
Amounts falling due within one year:
Trade payables 3,790 5,928
Due to a related party (Note 19) 35,103 28,782
Accruals 59,298 61,238
98,191 95,948
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.
14. WARRANT LIABLITY
Amounts falling due within one year
£'s
Fair value of warrants:
Fair value of warrants at 1 July 2022 2,032,000
Fair value movement of warrants: 21,000
Warrant liability - ordinary warrants
Warrant liability - A warrants 360,000
Total Fair value movement 381,000
Fair value of warrants at 30 June 2023 2,413,000
Fair value movement of warrants: (7,000)
Warrant liability - ordinary warrants
Warrant liability - A warrants (120,000)
Total Fair value movement (127,000)
Fair value of warrants at 30 June 2024 2,286,000
On 4 December 2020, 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 Instrument"), warrant holders
are able to acquire one ordinary share per warrant at a price of £1 per
ordinary share, subject to a downward price adjustment depending on the price
of future shares issued prior to or in conjunction with an initial
acquisition. Warrants are fully vested at the year end.
On 20 April 2021, the Company issued 12,000,000 A shares and matching warrants
at a price of £1 for one A share and matching A warrant. Under the terms of
the A warrant instrument ("A Warrant Instrument"), warrant holders are able to
acquire one ordinary share per warrant at a price of £1 per ordinary share,
subject to a downward price adjustment depending on the price of future shares
issued prior to or in conjunction with an initial acquisition. Warrants are
fully vested at the year end.
Effective 29 April 2022, both the Warrant Instrument and A Warrant Instrument
were amended such that the long stop date was extended to the fifth
anniversary of an initial acquisition by a member of the Group (which may be
in the form of a merger, share exchange, asset acquisition, share or debt
purchase, reorganisation or similar transaction) of a business ("Business
Acquisition"). Previously the warrants were exercisable for 5 years from the
date of issue.
Warrants are accounted for as a level 3 derivative liability instruments and
are measured at fair value at grant date and revalued at each subsequent
balance sheet date. The warrants and A warrants were separately valued at
the date of grant. For both the warrants and A warrants, the combined market
value of one share and one Warrant was considered to be £1, in line with the
price paid by investors. A Black-Scholes option pricing methodology was used
to determine the fair value, which considered the exercise prices, expected
volatility, risk free rate, expected dividends and expected term. On 30 June
2024, the fair value was assessed as 18p per Warrant, the result of which was
a fair value gain of £127,000 (2023: £381,000 fair value loss). The
Directors are responsible for determining the fair value of the warrants at
each reporting date, the underlying calculations are prepared by Deloitte LLP.
The key assumptions used in determining the fair value of the Warrants are as
follows:
As at As at
30 June
30 June
2024
2023
Combined price of a share and warrant £1 £1
Exercise price £1 £1
Expected volatility 25.0% 25.0%
Risk free rate 4.1% 4.7%
Expected dividends 0.0% 0.0%
Expected term 5th anniversary of the completion of a Business Acquisition 5th anniversary of the completion of a Business Acquisition
On 7 July 2024, following the 30 June 2024 year end, the Company announced
that it had repurchased and cancelled 5 million of its unlisted A Shares of no
par value and 5 million unlisted matching A Warrants for an aggregate
consideration of £5,000,000.
The Repurchase and Cancellation was carried out in accordance with the
memorandum and articles of association of the Company and, in the case of the
A Warrants, the instrument constituting the A Warrants, pursuant to the terms
of a repurchase agreement between (i) the Company; and (ii) Marwyn Value
Investors LP and MVI II Holdings I LP (being the holders of the A Shares and A
Warrants) dated 5 July 2024. The sellers are each managed by MIM LLP. Please
refer to note 22 for additional detail.
15. STATED CAPITAL
As at As at
30 June
30 June
2024
2023
Issued and fully paid £'s £'s
700,000 ordinary shares of no par value 326,700 326,700
12,000,000 A shares of no par value 10,320,000 10,320,000
1 sponsor share of no par value 1 1
Total 10,646,701 10,646,701
Under the Company's Memorandum of Association, the Company is authorised to
issue an unlimited number of ordinary shares and 100 Sponsor Shares of no par
value, divided into three classes as follows:
· an unlimited number of Ordinary Shares without par value;
· an unlimited number of class A ordinary shares without par value;
and
· 100 Sponsor Shares without par value.
On incorporation, the Company issued 1 ordinary share of no par value to MVI
II Holdings I LP. On 30 September 2020, 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 4 December 2020, the Company issued 700,000 ordinary shares and matching
warrants at a price of £1 for one ordinary share and matching warrant. As a
result of the fair value exercise of the warrants, 14p was attributed to the
warrants and therefore each ordinary share was initially valued at 86p per
share. Costs of £275,300 directly attributable to this equity raise were
taken against stated capital during the period ended 30 June 2021.
On 20 April 2021, the Company issued 12,000,000 A shares and matching A
warrants at a price of £1 for one A share and matching A warrant. As a result
of the fair value exercise of the A warrants, 14p was attributed to the A
warrants and therefore each ordinary share was initially valued at 86p per
share. There were no costs directly attributable to the issue of these shares.
There has been no issue of any share capital in the year ended 30 June 2024.
The ordinary shares and A shares are entitled to receive 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. Only ordinary shares have
voting rights attached. 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% 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 Company must receive the prior consent of the holder of the Sponsor Share,
where the holder of the Sponsor Share holds directly or indirectly 5% or more
of the issued and outstanding shares of the Company, 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 (as were in place
prior to the changes to the Listing Rules which took effect on 29 July 2024).
The Sponsor Share also confers upon the holder the right to require that: (i)
any purchase of ordinary 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% 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.
16. 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 18.
17. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The fair value measurement of the Group's financial and non-financial assets
and liabilities utilities market observable inputs and data as far as
possible. Inputs used in determining fair value measurements are categorised
into different levels based on how observable the inputs used in the valuation
technique utilised are (the "fair value hierarchy"):
Level 1: Quoted prices in active markets for identical items;
Level 2: Observable direct or indirect inputs other than Level 1 inputs; and
Level 3: Unobservable inputs, thus not derived from market data.
The classification of an item into the above levels is based on the lowest
level of the inputs used that has a significant effect on the fair value
measurement of the item. Transfers of items between levels are recognised in
the year they occur.
The Group has the following categories of financial instruments as at 30 June
2024:
As at As at
30 June
30 June
2024
2023
£'s £'s
Financial assets measured at amortised cost
Cash and cash equivalents (Note 12) 10,054,287 10,079,604
Due from related party (Note 19) 1 1
10,054,288 10,079,605
Financial liabilities measured at amortised cost
Trade payables (Note 13) 3,790 5,928
Due to related party (Note 19) 35,103 28,782
Accruals (Note 13) 59,298 61,238
98,191 95,948
Financial liabilities measured at measure at fair value to profit and loss
Financial liabilities measured at FVPL
Warrant Liability (Note 14) 2,286,000 2,413,000
2,286,000 2,413,000
All financial instruments are classified as current assets and current
liabilities. There are no non-current financial instruments as at 30 June
2024.
For details of valuation techniques and significant unobservable inputs
related to determining the fair value of the warrant liability, which is
classified in level 3 of the fair value hierarchy, refer to Note 14.
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.
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. The Directors have reviewed the risk of holding a singular
concentration of assets as predominantly all credit assets held are cash and
cash equivalents, however, do not deem this a material risk. The risk is
mitigated by all cash and cash equivalents being held with Barclays Bank plc,
which holds a short-term credit rating of P-1 (2023: P-1), as issued by
Moody's.
18. 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") (in which
James Corsellis, Antoinette Vanderpuije and Tom Basset are indirectly
beneficially interested) 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% 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 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"). The LTIP including the Preferred Return are
described in the prospectus available on the Company's website
(www.marwynac3.com/investors (http://www.marwynac3.com/investors) ).
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% 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% 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 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 Business Acquisition and earlier than the seventh anniversary of the
Business 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. where, by 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 Business
Acquisition, the Incentive Shares will be treated as having vested in full.
Holding of Incentive Shares
MLTI holds Incentive Shares entitling them in aggregate to 100% 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 issued on 25 November 2020 remained in issue at 30 June
2024 and 30 June 2023:
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 15,000 169,960
Valuation of Incentive Shares
Valuations were performed by Deloitte LLP using a Monte Carlo model to
ascertain the unrestricted market value and the fair value at grant date.
Details of the valuation methodology and estimates and judgements used in
determining the fair value are noted herewith and were 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 Business 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 with the following inputs:
Issue date Share designation at balance sheet date Volatility Risk-free rate Expected term* (years)
25 November 2020 A Shares 25% 0.0% 7.0
*The expected term assumes that the Incentive Shares are exercised 7 years
post-acquisition.
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. The model incorporates a range
of probabilities for the likelihood of a Business Acquisition being made of a
given size.
Expense related to Incentive Shares
There were no service conditions attached to the MLTI shares and as result the
fair value at grant date of £169,960, less the subscription price of £15,000
(a net amount of £154,960) was expensed to the profit and loss account on
issue, with the total fair value being recorded in the share-based payment
reserve.
19. RELATED PARTY TRANSACTIONS
James Corsellis, Antoinette Vanderpuije, and Tom Basset have served as
directors of the Company during the year. Funds managed by MIM LLP, of which
James Corsellis is a managing partner and Antoinette Vanderpuije and Tom
Basset are both partners, hold 75% of the Company's issued Ordinary Shares and
Warrants and 100% of the A Shares and A Warrants at the 30 June 2024 as well
as the Sponsor Share. The £1 due for the Sponsor Share remains unpaid at the
30 June 2024 (2023: £1 due).
James Corsellis, Tom Basset, and Antoinette Vanderpuije have a beneficial
interest in the Incentive Shares through their indirect interest in Marwyn
Long Term Incentive LP which owns 2,000 A ordinary shares in the capital of
MAC III (BVI) Limited which are disclosed in Note 18. Mark Brangstrup Watts
also had an indirect beneficial interest in the A ordinary shares until he
stepped down as director on 6 November 2022.
James Corsellis is the managing partner of MC LLP, and Antoinette Vanderpuije
and Tom Basset are also both partners. MC LLP provides corporate finance
support, company secretarial, administration and accounting services to the
Company. On an ongoing basis a monthly fee of £26,175 (£25,000 up to
December 2023) per calendar month charged for the provision of the corporate
finance services and managed services support is charged on a time spent
basis. The total amount charged, inclusive of VAT, in the year ended 30 June
2024 by MC LLP for services was £367,379 (2023: £379,776) and they had
incurred expenses on behalf of the Company of £29,729 (2023: £32,933) and
the total amount owed to MCLLP as at the year end is £35,103 (2023:
£25,768).
The Company recharged costs during the year associated with provision of
project services of £Nil (2023: £10,750) to Marwyn Acquisition Company II
Limited ("MAC II"), of which £Nil (2023: £Nil) was due to MAC II at year
end. MAC II is related to the Group through James Corsellis being a director
of MAC II.
As disclosed in more detail in Note 22 of these Financial Statements, the
Company repurchased and cancelled 5 million A Shares and matching Warrants
after the Balance Sheet date.
20. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 30 June
2024 which would require disclosure or adjustment in these Financial
Statements (2023: £Nil).
21. INDEPENDENT AUDITOR'S REMUNERATION
Audit fees payable for the year ended 30 June 2024 are £24,580 (2023:
£23,000). Fees payable for the year ended 30 June 2024 in respect of any
non-audit related procedures are £Nil (2023: £Nil).
22. POST BALANCE SHEET EVENTS
On 7 July 2024, following the 30 June 2024 year end, the Company announced
that it had repurchased and cancelled 5 million of its unlisted A Shares of no
par value and 5 million unlisted matching A Warrants for an aggregate
consideration of £5,000,000.
The Repurchase and Cancellation was carried out in accordance with the
memorandum and articles of association of the Company and, in the case of the
A Warrants, the instrument constituting the A Warrants, pursuant to the terms
of a repurchase agreement between (i) the Company; and (ii) Marwyn Value
Investors LP and MVI II Holdings I LP (being the holders of the A Shares and A
Warrants) dated 5 July 2024. The sellers are each managed by MIM LLP.
Neither the A Shares nor the A Warrants carry any voting rights and therefore
the number of voting rights in the Company is unaffected by the Repurchase and
Cancellation. The total number of Ordinary Shares in the Company in issue
remains 700,000, each with equal voting rights.
No other material post balance sheet events, that would require disclosure or
adjustment to these Financial Statements, has arisen since 30 June 2024.
ADVISERS
Company Secretary Company Broker
Antoinette Vanderpuije Zeus Capital Limited
11 Buckingham Street 125 Old Broad Street
London London
WC2N 6DF EC2N 1AR
Email: MAC3@marwyn.com
English legal advisers to the Company Assistant Company Secretary
Travers Smith LLP Conyers Corporate Services (BVI) Limited
10 Snow Hill Commerce House
London Wickhams Cay 1
EC1A 2AL Road Town
Tortola
British Virgin Islands
VG1110
Depository BVI legal advisers to the Company
Link Market Services Trustees Limited Conyers Dill & Pearman
The Registry Commerce House
34 Beckenham Road Wickhams Cay 1
Beckenham Road Town
Kent Tortola
BR3 4TU British Virgin Islands
VG1110
Independent auditor Registrar
Baker Tilly Channel Islands Limited Link Market Services (Guernsey) Limited
2nd Floor, Lime Grove House Mont Crevelt House
Green Street Bulwer Avenue
St Helier St Sampson
Jersey Guernsey
JE2 4UB GY2 4LH
Registered Agent
Conyers Trust Company (BVI) Limited
Commerce House
Wickhams Cay 1
Road Town
Tortola
British Virgin Islands
VG1110
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