REG - Marwyn AcqCo III Ltd - Annual Financial Report
28/10/2022 07:00
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RNS Number : 4086E Marwyn Acquisition Company III Ltd 28 October 2022
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LEI: 254900YT8SO8JT2LGD15
Marwyn Acquisition Company III Limited
(the "Company")
Publication of the Financial Statements for the year ended 30 June 2022
The Company announces the publication of its results for the year ended 30
June 2022.
The 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
Finsbury - PR Adviser
Rollo Head 07768 994 987
Chris Sibbald 07855 955 531
Investec Bank plc - Financial Adviser 020 7597 5970
Christopher Baird
Carlton Nelson
Alex Wright
N.M. Rothschild & Sons Limited - Financial Adviser 020 7280 5000
Peter Nicklin
Shannon Nicholls
WH Ireland Limited - Corporate Broker - +44 (0) 207 220 1666
Harry Ansell
Katy Mitchell
MARWYN ACQUISITION COMPANY III LIMITED
Consolidated Financial Statements
For the year ended 30 June 2022
MANAGEMENT REPORT
We present to shareholders the audited consolidated financial statements of
Marwyn Acquisition Company III Limited (the "Company") for the year ended 30
June 2022 (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.
The Directors believe there is significant opportunity to invest in companies
that are positioned to take advantage of the structural change arising from an
unprecedented acceleration of digitalisation brought about by the current
macroeconomic environment, affecting the way people live, work and consume,
and the way businesses operate, engage and sell to customers.
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
During the period, the Directors have continued to progress the Company's
strategy in seeking appropriate management partners and considering the
optimal capital structure to execute the Company's strategy. On 29 April 2022,
the Company announced the launch of a 12 month placing programme (the "Placing
Programme") pursuant to which the Company has the ability to issue up to 500
million C ordinary redeemable shares ("C Shares") at an issue price of £1 per
C Share in order to raise up to an aggregate of £500 million. The Directors
believe that the ability to issue C Shares where appropriate, alongside the
existing flexibility of the Company's corporate structure to utilise the
issuance of either listed ordinary shares or unlisted B shares, provides the
Company with a competitive advantage in securing attractive acquisition
opportunities and bringing the best executive management back to the UK public
markets.
Results
The Group's total comprehensive loss for the year to 30 June 2022 was
£1,136,962 (period ended 30 June 2021: £636,141). Of the costs incurred in
the year, £479,735 (period ended 30 June 2021: £265,768) relates to
non-recurring project costs. The Group held a cash balance at the year end of
£10,483,374 (2021: £12,255,385). The Group has not yet acquired an operating
business and as such is not yet income generating.
In connection with the Company's C Share placing programme, at the balance
sheet date an asset has been recorded for costs associated with a further
equity raise as disclosed in Note 10. There is currently no certainty that the
potential capital raise will take place nor of its terms should it do so.
Directors
The Directors during the year and subsequently are:
James Corsellis (Chairman); and
Mark Brangstrup Watts.
Directors' Biographies
James Corsellis
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 London University.
James is a managing partner of Marwyn Capital LLP and Marwyn Investment
Management LLP, an executive director of Silvercloud Holdings Limited, and the
chairman of Marwyn Acquisition Company Plc, Marwyn Acquisition Company II
Limited and MAC Alpha Limited.
Mark Brangstrup Watts
Mark has many years of experience deploying long term investment strategies in
the public markets. Mark brings his background in strategic consultancy to the
management team, having been responsible for strategic development projects at
a range of international companies including Ford Motors Company (US), Cummins
(Japan) and 3M (Europe).
Previously Mark has served a director of the following companies: a
non-executive director of Zegona Communications Plc from January 2015 to May
2020, BCA Marketplace Limited (formerly BCA Marketplace Plc) from July 2014 to
December 2017, Advanced Computer Software from October 2006 to September 2012,
Entertainment One Limited from June 2009 to July 2013, Silverdell Plc from
March 2006 to December 2013, Inspicio Holdings Limited from October 2005 to
February 2008 and Talarius Limited September 2005 to February 2007 amongst
others. Mark has a BA in Theology and Philosophy from King's College, London.
Mark is a managing partner of Marwyn Capital LLP and Marwyn Investment
Management LLP, an executive director of Silvercloud Holdings Limited, and a
director of Marwyn Acquisition Company Plc, Marwyn Acquisition Company II
Limited, MAC Alpha Limited and AdvancedAdvT 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 14 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.
On 20 April 2021, the Company issued 12 million A shares to an entity managed
by MIM LLP (with class A warrants being issued on the basis of one class A
warrant per A share), for a total price of £12,000,000.
On 31 March 2022, the Company announced the launch of its Placing Programme.
As at the date of these Financial Statements, no C Shares have been issued.
Corporate Governance
As a company with a Standard Listing, the Company is not required to comply
with the provisions of the UK Corporate Governance Code and given the size and
nature of the Group the Directors have decided not to adopt the UK Corporate
Governance Code. Nevertheless, the Board is committed to maintaining high
standards of corporate governance and will consider whether to voluntarily
adopt and comply with the UK Corporate Governance Code as part of any
acquisition, taking into account the Company's size and status at that time.
The Company currently complies with the following principles of the UK
Corporate Governance Code:
· The Company is led by an effective and entrepreneurial Board,
whose role is to promote the long term sustainable success of the Company,
generating value for shareholders and contributing to wider society;
· The Board ensures that it has the policies, processes,
information, time and resources it needs in order to function effectively and
efficiently; 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 the 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 (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 £10,483,374 (2021: £12,255,385).
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 16 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 any
target business and/or 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 the 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 17 to the Financial Statements. James Corsellis and Mark
Brangstrup Watts are managing partners of MIM LLP which manages 75% per cent
of the ordinary shares and matching warrants, and 100% of the A shares and
matching A warrants issued by the Company. James Corsellis and Mark Brangstrup
Watts are also managing partners of Marwyn Capital LLP, a firm which provides
corporate finance, company secretarial and ad-hoc managed services support to
the Company. Details of the related party transactions which occurred during
the year are disclosed in Note 18 to the Financial Statements, save for the
participation in the Company's long term incentive plan as disclosed in Note
17 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 2022, the Group has net assets of £9,043,558 (2021: £10,180,520)
and a cash balance of £10,483,374 (2021: £12,255,385). 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. As
set out in the Management Report, during 2022, the Company has launched the
Placing Programme, under which the Company has the ability to raise up to
£500 million via the issuance of C Shares. No C Shares have yet been issued
as at the date of these Financial Statements. The Company can also raise
capital via the issuance of further ordinary shares or via the issuance of
unlisted B shares which would be issued in conjunction with a private
placement memorandum to qualifying institutional investors, and exchangeable
into listed ordinary shares on re-admission. 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 also 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 2022 £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.
Furthermore, the Directors have considered the ongoing impact of the Covid-19
pandemic, conflict in Ukraine and current macro-economic factors on the
Group's forecast cashflows and liabilities, concluding that prior to
completing a transaction, these have no material impact on the Group due to
the nature of its operations.
The Directors have also considered 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
The Directors believe there is significant opportunity to invest in businesses
that have the potential to be long term beneficiaries of the changes to their
respective sectors and the underlying acceleration of digitalisation that the
current macro environment has brought about. Discussions with a number of
potential management partners are ongoing, across a variety of sectors. The
Directors remain confident in delivering the Company's strategy and creating
significant value for our shareholders.
RESPONSIBILITY STATEMENT
he Directors are responsible for preparing the consolidated 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 2022, which give a true and fair view of
the state of affairs of the Group and the loss 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 ("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 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 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 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
IFRS and give a true and fair view of the assets, liabilities, financial
position and loss of the Group.
· 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") was appointed as the Company's
independent auditor during the year. BTCI 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:
· 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 31 October
2022 and is signed on its behalf.
By Order of the Board
James Corsellis
Chairman
27 October 2022
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 2022, 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 2022, 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
(IFRSs); and
· have been prepared in accordance with the requirements of the BVI
Business Company 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 Our audit procedures included, but were not limited to: 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 Classification: warrants for the year ended 30 June 2022 along with the related disclosures in
classification and valuation.
the consolidated financial statements are appropriate.
We obtained an understanding of management's assessment for the classification
The classification of the warrants is complex and must consider the nature and of these instruments and the rationale for their classification. We have nothing to report to those charged with governance from our testing.
details of the instruments contracts to determine the correct classification
between equity and liabilities. We reviewed, in conjunction with our Technical Director the classification of
these instruments and management's assessment in accordance with IAS 32 and
Further the fair value of these warrants was determined using the Black IFRS 9 and we challenged management on their assessment.
Scholes option pricing methodology which considered the exercise price,
expected volatility, risk free rate, expected dividends and expected term of Valuation:
the warrants which is complex and involves estimates and judgements.
We obtained the valuation report prepared by management's expert.
Financial Statement Impact:
We performed the review of and validation of the valuation assumptions,
£2,032,000 methodology and calculations in respect of the valuation of the instruments
and determined whether it was in accordance with the requirements of IFRS 9
Fair Value of Warrants and IFRS 13.
Disclosure:
The accounting policies on pages 19 and 20 sets out the treatment applied by We reviewed the relevant disclosures in the consolidated financial statements
management, and related disclosures are presented in Note 13. in accordance with the requirements of the IFRS as adopted by the European
Union and performed a financial statement disclosure checklist utilising
specialist software.
Other matter
The financial statements for the period ended 30 June 2021 were audited by the
previous auditor, as listed on page 31 of the financial statements, who
expressed an unmodified opinion on those statements on 29 October 2021.
Our application of Materiality
Materiality for the consolidated financial statements as a whole was set at
£226,000, determined with reference to a benchmark of Net Assets, of which it
represents 2.5%.
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% of materiality for the consolidated
financial statements as a whole, which equates to £158,200. 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 £11,300, in addition to those that warranted
reporting on qualitative grounds.
All Group companies were within the scope of testing 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' responsibility 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 and Company'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 expectation;
· 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.
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
(www.frc.org.uk/auditorsresponsibilities) .
This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by Marwyn Acquisition Company III on 23 August 2022 to audit
the consolidated financial statements. Our total uninterrupted period of
engagement is 1 year.
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.
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 22 September 2022. 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
Date: 27 October 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended Period ended
30 June 30 June
2022 2021
Note £'s £'s
Administrative expenses 6 (892,233) (636,141)
Operating loss (892,233) (636,141)
Finance income 9,271 -
Movement in fair value of warrants 13 (254,000) -
Loss before income taxes (1,136,962) (636,141)
Income tax 7 - -
Loss for the year/period (1,136,962) (636,141)
Total other comprehensive income - -
Total comprehensive loss for the year/period (1,136,962) (636,141)
Loss per share £'s £'s
Basic and diluted 8 (0.0895) (0.2130)
The Group's activities derive from continuing operations.
The notes on pages 18 to 31 form an integral part of these Financial
Statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
30 June 2022 30 June 2021
Assets Note £'s £'s
Current assets
Other receivables 10 750,873 635,690
Cash and cash equivalents 11 10,483,374 12,255,385
Total current assets 11,234,247 12,891,075
Total assets 11,234,247 12,891,075
Equity and liabilities
Equity
Ordinary Shares 14 326,700 326,700
A Shares 14 10,320,000 10,320,000
Sponsor share 14 1 1
Share-based payment reserve 17 169,960 169,960
Accumulated losses (1,773,103) (636,141)
Total equity 9,043,558 10,180,520
Current liabilities
Trade and other payables 12 158,689 932,555
Warrants 13 2,032,000 1,778,000
Total liabilities 2,190,689 2,710,555
Total equity and liabilities 11,234,247 12,891,075
The notes on pages 18 to 31 form an integral part of these Financial
Statements.
The Financial Statements were approved by the Board of Directors on 27 October
2022 and were signed on its behalf by:
James Corsellis Mark Bangstrup Watts
Chairman Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Note Ordinary Shares A Shares Sponsor Share Share based payment reserve Accumulated Total equity
losses
£'s £'s £'s £'s £'s £'s
Balance at incorporation - - - - - -
Issuance of 1 ordinary share 1 - - - - 1
Redesignation of 1 ordinary share (1) - 1 - - -
Issuance of 700,000 ordinary shares(1) 14 602,000 - - - - 602,000
Issuance of 12,000,000 A shares(1) 14 - 10,320,000 - - - 10,320,000
Share issue costs 14 (275,300) - - - - (275,300)
Total comprehensive loss for the period - - - - (636,141) (636,141)
Share-based payment charge 17 - - - 169,960 - 169,960
Balance at 30 June 2021 326,700 10,320,000 1 169,960 (636,141) 10,180,520
Note Ordinary Shares A Shares Sponsor Share Share based payment reserve Accumulated Total equity
losses
£'s £'s £'s £'s £'s £'s
Balance at 1 July 2021 326,700 10,320,000 1 169,960 (636,141) 10,180,520
Total comprehensive loss for the year - - - - (1,136,962) (1,136,962)
Balance at 30 June 2022 326,700 10,320,000 1 169,960 (1,773,103) 9,043,558
The notes on pages 18 to 31 form an integral part of these Financial
Statements.
( )
(1)The amounts raised from issuance of ordinary shares and matching warrants
and A shares and matching A warrants were required to be split between equity
and warrant liability based on the fair value attributable to these.
Therefore, the amounts shown should be considered alongside the warrant
liability as detailed in Note 13.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the For the
year ended period ended 30 June
30 June
2022 2021
Note £'s £'s
Operating activities
Loss for the year/ period (1,136,962) (636,141)
Adjustments to reconcile total operating loss to net cash flows:
Finance income (9,271) -
Fair Value loss on warrant provision 13 254,000 -
Share-based payment expense 17 - 154,960
Working capital adjustments:
Increase in other receivables 10 (115,183) (635,690)
(Decrease)/increase in trade and other payables 12 (773,866) 932,555
Net cash flows used in operating activities (1,781,282) (184,316)
Investing activities
Interest received 9,271 -
Net cash flows received from investing activities 9,271 -
Financing activities
Proceeds from issue of ordinary shares and matching warrants 14 - 700,001
Proceeds from issue of A shares and matching warrants 14 - 12,000,000
Proceeds from issue of ordinary A share capital in MAC III (BVI) limited - 15,000
Costs directly attributable to equity raise - (275,300)
Net cash flows received from financing activities - 12,439,701
Net (decrease)/increase in cash and cash equivalents (1,772,011) 12,255,385
Cash and cash equivalents at the beginning of the year/period 12,255,385 -
Cash and cash equivalents at the end of the year/period 11 10,483,374 12,255,385
The notes on pages 18 to 31 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. ACCOUNTING POLICIES
(a) Basis of preparation
The Financial Statements for the year ended 30 June 2022 have been prepared in
accordance with International Financial Reporting Standards and IFRS
Interpretations Committee interpretations as adopted by the European Union
(collectively, "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
comparative reporting period represents the period from incorporation, being
31 July 2020, to 30 June 2021.
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.
(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 2022, the Group has net assets of £9,043,558 (2021: £10,180,520)
and a cash balance of £10,483,374 (2021: £12,255,385). 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. As set out in the
Management Report, during 2022, the Company has launched the Placing
Programme, under which the Company has the ability to raise up to £500
million via the issuance of C Shares. No C Shares have yet been issued as at
the date of these Financial Statements. The Company can also raise capital via
the issuance of further ordinary shares or via the issuance of unlisted B
shares which would be issued in conjunction with a private placement
memorandum to qualifying institutional investors, and exchangeable into listed
ordinary shares on re-admission. 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 5and 6.
The Company also 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 2022 £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.
Furthermore, the Directors have considered the ongoing impact of the Covid-19
pandemic, conflict in Ukraine and current macro-economic factors on the
Group's forecast cashflows and liabilities, concluding that prior to
completing a transaction, these have no material impact on the Group due to
the nature of its operations.
The Directors have also considered 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
Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37); 1 January 2022
Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 1 January 2022
16);
Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, 1 January 2022
IFRS 16 and IAS 41);
Amendments to IFRS 3: References to Conceptual Framework; 1 January 2022
Amendments to IAS 1 Presentation of Financial Statements: Classification of 1 January 2023
Liabilities as Current or Non-current*;
Disclosure of accounting policies (Amendments to IAS 1); 1 January 2023
Extension of temporary exemption of applying IFRS 9 (Amendments to IFRS 4) 1 January 2023
Deferred Tax relating to Assets and Liabilities arising from a Single 1 January 2023
Transaction (Amendments to IAS 12);
Initial Application of IFRS 17 and IFRS 9 - Comparative Information Amendment 1 January 2023
to IFRS 17);
Definition of accounting estimates (Amendments to IAS 8); 1 January 2023
Amendments to IFRS 17 Insurance contracts; 1 January 2023
Amendment to IFRS 16 Leases: Lease Liability in a sale & leaseback*. 1 January 2024
* 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 banks.
(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) 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 8. 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 17. 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") 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 period, the Warrants were exercisable at any time
until five years after the issue date; effective 31 March 2022, the exercise
date for the Warrants was extended to the 5(th) anniversary of a Business
Acquisition, as defined in Note 13. The 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.
Valuation of Incentive Scheme
The Company has issued Incentive Shares as part of the creation of a long-term
incentive scheme which is valued using a Monte Carlo model. This model
requires estimation and judgment surrounding the inputs of exercise price,
expected volatility, risk free rate, expected dividends, and expected term of
the Incentive Shares. The Ordinary A share liability held represents at the
subscription price as there is an option to redeem the shares for cash in the
instance of a bad leaver, at the lower of market value and the subscription
price, which the Directors estimate to be materially equivalent to their
underlying market value.
Other disclosures relating to the Group's exposure to risk and uncertainties
are included in Note 17.
Critical accounting judgements
Classification of warrants
The Directors consider the 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 failing the 'fixed for fixed' test, as outlined in IAS 32 para 16,
which is required to recognise the warrants as equity instruments. This test
requires the Company to provide a fixed number of shares for a fixed amount of
cash on exercise of the warrants which would not be the case should the
exercise price be modified. Accordingly, the 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 affects the corresponding
entry in equity recognised for the issue of shares as the proceeds are
required to be allocated between equity and liability as one share and
matching warrant was issued for £1 in aggregate and therefore the proceeds
received from the issue of equity is deemed to have been received for both the
issue of the shares and the corresponding warrants.
Recognition and classification of prepayment relating to a possible further
equity raise
In connection with a potential acquisition, the Company has continued to
actively consider a possible further equity raise and on 29 April 2022, the
Company announced that it was launching the Placing Programme. In relation to
this, £715,092 (2021: £592,827) of costs incurred have been included in
current asset deferred costs (refer to Note 10). The Directors have considered
each of these costs to determine whether:
(i) they are directly attributable to the issuance of
shares, and therefore would be taken as a deduction from equity on the
issuance of further equity, or;
(ii) they should be taken directly to the Statement of
Comprehensive Income as expenses.
At the year end, these costs are considered to be directly attributable to a
future issuance of shares which the Directors intend to conclude within the
next 12 months, at which point these costs would be subsequently reclassified
from deferred costs to equity. However, there is no certainty that this
capital raise will take place. If this further equity raise is not concluded,
these costs will be expensed to the Statement of Comprehensive Income.
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
The Group does not have any employees other than the Board of directors.
During the year ended 30 June 2022, the Company had two Directors (2021: 2):
James Corsellis and Mark Brangstrup Watts, neither Director received
remuneration under the terms of their Director service agreements. The
company's subsidiary has issued incentive Shares as more fully disclosed in
Note 17 in which the Directors are indirectly beneficially interested.
6. ADMINISTRATIVE EXPENSES
For the year ended 30 June For the period
2022
Ended 30 June
2021
£'s £'s
Group expenses by nature
Non-recurring project, professional and diligence costs 479,735 265,768
Professional support 386,218 176,347
Audit fees payable (Note 20) 20,000 35,000
Share-based payment expenses (Note 17) - 154,960
Sundry expenses 6,280 4,066
892,233 636,141
7. INCOME TAX
For the year ended 30 June For the period
2022
Ended 30 June
2021
£'s £'s
Analysis of tax in year
Current tax on loss for the year - -
Total current tax - -
Reconciliation of effective rate and tax charge For the year ended 30 June For the period Ended 30 June 2021
2022
£'s £'s
Loss on ordinary activities before tax (1,136,962) (636,141)
Loss multiplied by the rate of corporation tax in the UK of 19% (2021: 19%) (216,023) (120,867)
Effects of:
Other disallowable expenditure 50,443 29,973
Tax losses not utilised 165,580 90,894
Total taxation charge - -
The Group is tax resident in the UK. As at 30 June 2022, cumulative tax losses
available to carry forward against future trading profits were £1,349,860
(2021: £478,387) 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. Under UK Law, there is
no expiry for the use of tax losses.
8. 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 and A shares in
issue during the year. Diluted EPS is calculated by adjusting the weighted
average number of ordinary shares and A shares outstanding to assume
conversion of all dilutive potential ordinary shares and A shares. The Company
being loss making in both this year and comparative period would mean that any
exercise would be anti-dilutive.
The Company maintains different share classes, of which ordinary shares, A
shares and sponsor shares were in issue in the current year and prior period.
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 rights to distribution rights
so has been ignored for the purposes of IAS 33. There were no B shares or C
shares in issue in either the current year or prior period.
Refer to Note 13 (warrant liability) and Note 17 (share based payments) for
instruments that could potentially dilute basic EPS in the future.
For the year For the period
ended 30 June ended 30 June
2022
2021
Loss attributable to owners of the parent (£'s) (1,136,962) (636,141)
Weighted average in issue 12,700,000 2,986,827
Basic and diluted loss per ordinary share (£'s) (0.0895) (0.2130)
9. 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 2022:
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 consists of both ordinary shares
and Incentive Shares. The Incentive Shares are non-voting and disclosed in
more detail in Note 17.
There are no restrictions on the parent company's ability to access or use the
assets and settle the liabilities of the parent 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.
10. OTHER RECEIVABLES
As at As at
30 June
2022 30 June
2021
£'s £'s
Amounts receivable within one year:
Prepayments 18,550 4,658
Deferred costs (Note 3) 715,092 592,827
Due from related party (Note 18) 1 1
VAT receivable 17,230 38,204
750,873 635,690
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.
11. CASH AND CASH EQUIVALENTS
As at As at
30 June
2022 30 June
2021
£'s £'s
Cash and cash equivalents
Cash at bank 10,483,374 12,255,385
10,483,374 12,255,385
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.
12. TRADE AND OTHER PAYABLES
As at As at
30 June
2022 30 June
2021
£'s £'s
Amounts falling due within one year:
Trade payables 2,344 70,694
Due to a related party (Note 18) 103,996 65,319
Accruals 52,349 796,542
158,689 932,555
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.
13. WARRANT LIABLITY
Amounts falling due within one year
£'s
Fair value of warrants:
At incorporation -
Fair value of warrant issuances: 98,000
Warrant liability - ordinary warrants
Warrant liability - A warrants 1,680,000
Fair value of warrants at 30 June 2021 1,778,000
Fair value movement of warrants: 14,000
Warrant liability - ordinary warrants
Warrant liability - A warrants 240,000
Fair value of warrants at 30 June 2022 2,032,000
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 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 initial recognition,
Warrants had a fair value of 14p per Warrant. This remained unchanged until 30
June 2022 (the balance sheet date) where the fair value increased to 16p per
Warrant. 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
2022
2021
Combined price of a share and warrant £1 £1
Exercise price £1 £1
Expected volatility 25.0% 25.0%
Risk free rate 2.17% 0.32%
Expected dividends 0.0% 0.0%
Expected term 5th anniversary of the completion of a Business Acquisition 5 years from the IPO and 4.4 years from the period end date
14. STATED CAPITAL
As at As at
30 June
30 June
2022
2021
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
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 2022.
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 per cent. or more
of the issued and outstanding shares of the Company (of whatever class other
than any Sponsor Shares), they have the right to appoint one director to the
Board.
The 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 per cent.
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.
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 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.
15. 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 17.
16. 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
2022:
As at As at
30 June
30 June
2022
2021
£'s £'s
Financial assets measured at amortised cost
Cash and cash equivalents (Note 11) 10,483,374 12,255,385
Due from related party (Note 10 and 18) 1 1
10,483,375 12,255,386
Financial liabilities measured at amortised cost
Trade Creditors (Note 12) 2,344 70,694
Accruals (Note 12) 52,349 796,542
Due to related party (Notes 12 & 18) 103,996 65,319
158,689 932,555
Financial liabilities measured at measure at fair value to profit and loss
Financial liabilities measured at FVPL
Warrant Liability (Note 13) 2,032,000 1,778,000
2,032,000 1,778,000
All financial instruments are classified as current assets and current
liabilities. There are no non-current financial instruments as at 30 June
2022.
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 13.
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, as issued by Moody's.
17. 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
Mark Brangstrup Watts and James Corsellis are indirectly beneficially
interested in) 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.
s at the statement of financial position date, MLTI had subscribed for
redeemable A ordinary shares of £0.01 each in the Subsidiary entitling it to
100 percent of the incentive value.
Preferred Return
The incentive arrangements are subject to the Company's shareholders achieving
a preferred return of at least 7.5 percent per annum on a compounded basis on
the capital they have invested from time to time (with dividends and returns
of capital being treated as a reduction in the amount invested at the relevant
time) (the "Preferred Return").
Incentive Value
Subject to a number of provisions detailed below, if the Preferred Return and
at least one of the vesting conditions have been met, the holders of the
Incentive Shares can give notice to redeem their Incentive Shares for ordinary
shares in the Company ("Ordinary Shares") for an aggregate value equivalent to
20 percent of the "Growth", where Growth means the excess of the total equity
value of the Company and other shareholder returns over and above its
aggregate paid up share capital (20 percent of the Growth being the "Incentive
Value").
Grant date
The grant date of the Incentive Shares will be the date that such shares are
issued.
Redemption / Exercise
Unless otherwise determined and subject to the redemption conditions having
been met, the Company and the holders of the Incentive Shares have the right
to exchange each Incentive Share for Ordinary Shares 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 to 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 in issue at 30 June 2022 and 30 June 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 15,000 169,960
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 an Business Acquisition being made of a
given size.
Expense related to Incentive Shares
There are 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.
18. RELATED PARTY TRANSACTIONS
James Corsellis and Mark Brangstrup Watts are directors of the Company and
Antoinette Vanderpuije is the Company Secretary of the Company. Funds managed
by MIM LLP of which James Corsellis and Mark Brangstrup Watts are managing
partners and Antoinette Vanderpuije is a partner, hold 75 per cent. of the
Company's issued ordinary shares and warrants and 100% of the A shares and A
warrants at the balance sheet date. During the year MIM LLP recharged expenses
of £46,583 (2021: £11,805), of which £nil was outstanding at the year end
(2021: £nil).
James Corsellis, Mark Brangstrup Watts and Antoinette Vanderpuije have an
indirect beneficial interest in the Incentive Shares as described in Note 17
of the Financial Statements through their indirect interest in MLTI which owns
2,000 A Ordinary Shares in the capital of MAC III (BVI) Limited.
James Corsellis and Mark Brangstrup Watts are the managing partners of Marwyn
Capital LLP, and Antoinette Vanderpuije is also a partner. Marwyn Capital LLP
provides corporate finance and managed services support including named
company secretary, to the Company. As part of this engagement a fee of
£150,000 was charged in relation to the Company's equity raise on IPO, this
fee was recognised and invoiced in the period ended 30 June 2021. On an
ongoing basis a monthly fee of £10,000 per calendar month was charged for the
provision of the corporate finance services, with such monthly fee increased
to £25,000 effective 29 April 2022 on launch of the Placing Programme. As
part of the Placing Programme a one-off fee of £325,000 was charged in
respect of the services provided. Managed services support is charged by
Marwyn Capital LLP on a time spent basis. The total amount charged in the year
ended 30 June 2022 by Marwyn Capital LLP for fees was £525,959 (period ended
30 June 2021: £232,400) and they had incurred expenses on behalf of the
Group, which were subsequently recharged, of £78,373 (2021: £7,395). An
amount payable to Marwyn Capital LLP of £56,807 (2021: £41,355) was
outstanding as at the year end.
The Group has been recharged costs associated with provision of project
services of £58,063 (2021: £23,964) inclusive of VAT by Marwyn Acquisition
Company II Limited ("MAC II"), of which £nil (2021: £23,964) was payable to
MAC II at year end. MAC II is related to the Group through James Corsellis and
Mark Brangstrup Watts being directors of MAC II.
MVI II LP, which holds an indirect ownership of 71 per cent. of the Company's
issued shares, owed the Company £1 (2021: £1) at the year ended 30 June
2022, in respect of its subscribed Sponsor Share holding in the Company.
19. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 30 June
2022 which would require disclosure or adjustment in these Financial
Statements (30 June 2021: £Nil).
20. INDEPENDENT AUDITOR'S REMUNERATION
On 24 August 2022, the Group appointed Baker Tilly Channel Islands Limited as
the Group's independent auditor, replacing Mazars LLP. Audit fees payable for
the year ended 30 June 2022 are £20,000 (2021: £35,000 paid to Mazars LLP).
Fees payable for the year ended 30 June 2022 in respect of any non-audit
related procedures are £Nil (2021: £17,500 paid to Mazars LLP).
21. POST BALANCE SHEET EVENTS
There have been no material post balance sheet events that would require
disclosure or adjustment in these Financial Statements (2021: None).
ADVISERS
Financial Adviser BVI legal advisers to the Company
Investec Bank Plc Conyers Dill & Pearman
30 Gresham St Commerce House
London Wickhams Cay 1
EC2V 7QN Road Town
+44 (0)20 7597 4000 VG1110
Financial Adviser Tortola
British Virgin Islands
Company Broker Depository
WH Ireland Limited Link Market Services Trustees Limited
24 Martin Lane The Registry
London 34 Beckenham Road
EC4R 0DR Beckenham
+44 (0)20 7220 1666 Kent
Company Broker BR3 4TU
Company Secretary Registrar
Antoinette Vanderpuije Link Market Services (Guernsey) Limited
11 Buckingham Street Mont Crevelt House
London Bulwer Avenue
WC2N 6DF St Sampson
Email: MAC3@marwyn.com Guernsey
GY2 4LH
Registered Agent and Assistant Company Secretary Independent auditor
Conyers Corporate Services (BVI) Limited For the year ended 30 June 2022
Commerce House Baker Tilly Channel Islands Limited
Wickhams Cay 1 First Floor, Kensington Chambers
Road Town 46-50 Kensington Place
VG1110 St Helier
Tortola Jersey, JE4 0ZE
British Virgin Islands
For the year ended 30 June 2021
English legal advisers to the Company Mazars LLP
Travers Smith LLP Tower Bridge House
10 Snow Hill St. Katharine's Way
London London
EC1A 2AL E1W 1DD
Registered office
Commerce House
Wickhams Cay 1
Road Town
VG1110
Tortola
British Virgin Islands
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