REG - Marwyn AcqCo III Ltd - Potential Transaction and Suspension of Trading

Marwyn Acquisition IIIAnnouncement

09/10/2025 07:45

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RNS Number : 7178C  Marwyn Acquisition Company III Ltd  09 October 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.

LEI number: 254900YT8SO8JT2LGD15

9 October 2025

This announcement contains inside information.

 

MARWYN ACQUISITION COMPANY III LIMITED ("MAC III" OR "COMPANY")

Potential Transaction and Suspension of Trading

 

The Company today announces that it is in discussions with private capital
administrator, Palmer Street Limited ("Palmer")

•   Palmer, a modern, technology led provider of private capital
administration, has entered into non-binding heads of terms with MAC III to
support the next phase of its growth.

•   The agreement outlines discussions regarding a potential acquisition of
Palmer, aimed at securing additional investment for Palmer to pursue strategic
opportunities and further accelerate development of its market-leading
platform to support clients across jurisdictions.

•   Effective today, MAC III's shares will be suspended pending conclusion
of the discussions or, if a transaction is completed, a readmission prospectus
to be published. On completion, MAC III is expected to change its name in
accordance with the Palmer brand.

•    The transaction would be subject to regulatory change of control
consents and would not be expected to complete until 2026.

MAC III announces that, together with its subsidiary, MAC III (BVI) Limited,
it has entered into a non-binding heads of terms in relation to a combination
with Palmer which would be effected through the acquisition of 100 per cent.
of the issued share capital of Palmer, which operates in Luxembourg, Jersey,
Spain and the UK on a share-for-share basis.

A combination with MAC III provides Palmer with immediate access to additional
long-term investment capital to pursue strategic opportunities, led by the
Palmer management team.

Any transaction, if agreed, would be subject to the approval of the UK
Financial Conduct Authority (the "FCA"), the Commission de Surveillance du
Secteur Financier (the Luxembourg financial services regulator) and the Jersey
Financial Services Commission, publication of a Prospectus and agreement of
financing.

Established in 2023, following on from their success at Sanne Group plc,
Palmer was created by its management team and Marwyn to take advantage of the
market opportunity to build a legacy-free platform to provide a differentiated
offering to the private funds market.  Palmer combines the track record and
operational experience of its leadership team with regulatory expertise and
teams in London, Luxembourg, St Helier and Madrid, together with its data
focussed, cloud-based administration technology platform aiming to deliver an
unparalleled service experience. This platform-driven model provides clients
with accurate, timely insights and consistent service across jurisdictions,
reinforcing Palmer's reputation as a trusted long-term partner.

Marwyn* is a long-term equity investor and MAC III was established by Marwyn,
who is also the cornerstone investor in Palmer. Marwyn has a long track record
of building UK listed companies in partnership with management and
institutional co-investors. Since 2005, Marwyn in conjunction with its
management partners, have launched over 15 UK listed companies, which have
collectively raised over £4bn and delivered over £7bn of shareholders
returns to date. Portfolio companies today include Zegona Communications,
Advanced ADVT and InvestAcc and past Marwyn companies include BCA Marketplace,
Entertainment One, Breedon Aggregates and Advanced Computer Software.

Suspension of listing

If agreed, the transaction would constitute an initial transaction under the
UK Listing Rules. If the transaction is completed, the Company's listing on
the Equity shares (shell companies) category of the Official List will be
cancelled. The Company would need to apply for the re-admission of its shares
to the Equity shares (commercial companies) category of the Official List and
to trading on the Main Market of the London Stock Exchange on the basis that
the FCA approves the eligibility of the enlarged Company, following completion
of the transaction.

As the transaction is not yet agreed and MAC III is currently unable to
provide a full disclosure of information on Palmer, and as there is
insufficient publicly available information about the transaction and the
Company is unable to assess accurately its financial position and inform the
market,  as required by UK Listing Rule13.4.6G, the Company has requested to
the FCA that the listing of its Ordinary Shares on the FCA Official List is
suspended with effect from 7:30 a.m. today under Rule 21.3 of the UK Listing
Rules. The suspension will remain in effect until the Company publishes a
prospectus in relation to the transaction, or, if the transaction does not
proceed, the Company will make an application to the FCA for the suspension to
be lifted, subject to satisfying the relevant requirements under the Listing
Rules.

The Company will make a further announcement, including the key terms required
by UK Listing Rule 13.4.22R, at such time as binding terms are entered into.

 

Enquiries:

Company Secretary

Antoinette Vanderpuije -  +44(0)207 004 2700

Zeus Capital Limited (Nominated Adviser and Broker)

Tel: +44(0)203 829 5000

Katy Mitchell

Harry Ansell

 

*Marwyn Investment Management LLP and the funds to which it is appointed
manager

IMPORTANT NOTICES

Neither this Announcement nor any copy of it may be taken or transmitted
directly or indirectly into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction. Any failure to comply with this restriction may constitute a
violation of such laws or regulations. Persons into whose possession this
Announcement or other information referred to herein comes should inform
themselves about, and observe, any restrictions in such laws or regulations.
This Announcement has been prepared for the purpose of complying with the
applicable law and regulation of the United Kingdom and information disclosed
may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
jurisdictions outside the United Kingdom.

Further information on the Company can be found on its website
at https://marwynac3.com/. Neither the content of the Company's website, nor
the content on any website accessible from hyperlinks on its website or any
other website, is incorporated into, or forms part of, this announcement nor,
unless previously published by means of a recognised information service,
should any such content be relied upon in reaching a decision as to whether or
not to acquire, continue to hold, or dispose of, securities in the Company.

Zeus is authorised and regulated in the United Kingdom by the FCA and has
agreed to act as sponsor to the Company and no one else in connection with the
proposed transaction. Zeus will not regard any other person as its client in
relation to any of the matters described in this Announcement and will not be
responsible to anyone (including any placees) other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to the matters referred to in this Announcement.

This Announcement has not been approved by the FCA or the London Stock
Exchange.

The person responsible for arranging the release of this announcement on
behalf of the Company is James Corsellis, Director of the Company.

 

 

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