TIDMMAC2
RNS Number : 8392G
Marwyn Acquisition Company II Ltd
31 March 2022
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: 2549008KZ7HM27V4O637
Marwyn Acquisition Company II Limited
(the "Company")
Interim Report for the period ended 31 December 2021
The Company announces its interim results for the period ended
31 December 2021.
The Interim Report is also available on the 'Shareholder
Documents' page of the Company's website at www.marwynac2.com .
Enquiries:
Company Secretary
Antoinette Vanderpuije 020 7004 2700
Finsbury Glover Hering - 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 020 7220 1666
Harry Ansell
Katy Mitchell
MARWYN ACQUISITION COMPANY II LIMITED
Unaudited Interim
Condensed Consolidated Financial Statements for the six months
ended 31 December 2021
MANAGEMENT REPORT
I present to shareholders the unaudited interim condensed
consolidated financial statements of Marwyn Acquisition Company II
Limited (the "Company") for the six months to 31 December 2021 (the
"Consolidated Interim Financial Statements"), consolidating the
results of Marwyn Acquisition Company II Limited and its subsidiary
MAC II (BVI) Limited (collectively, the "Group" or "MAC") .
Strategy
The Company is listed on the Standard Segment of the Official
List of the Financial Conduct Authority and its ordinary shares are
admitted to trading on the Main Market of the London Stock
Exchange. The Company is an acquisition company incorporated 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 (a "Business
Acquisition"). While the Company will consider a broad range of
sectors, those currently believed to provide the greatest
opportunity and on which the Company will initially be focussed
include Automotive & Transport, Business-to-Business Services,
Clean Technology, Consumer & Luxury Goods, Financial Services,
Banking & Fintech, Insurance, Reinsurance & InsurTech &
Other Vertical Marketplaces, Healthcare & Diagnostics and Media
& Technology. The Company's strategy is included in full on the
Company's website at
https://www.marwynac2.com/about-us/investment-focus/default.aspx
.
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 businesses or companies.
The Company will seek to capitalise on the combined investment
experience of its founders (James Corsellis and Mark Brangstrup
Watts), further supported by the capabilities of the Marwyn group.
The Company believes that such directors' experience founding and
managing businesses over a 19 year track record of working together
and executing an investment strategy comparable to that of the
Company will be of significant value in helping to achieve the
Company's objectives of sourcing and executing a successful
acquisition and delivering sustainable long term equity returns to
shareholders.
Activity
During the period the Directors have continued to progress
discussions with advisers regarding the most efficient capital
structure for the Company to execute its strategy, including a
potential further equity raise which was first announced by the
Company as being under consideration in April 2021. Over time, and
in response to market conditions and conversations with potential
investors, both the nature and the structure of the equity raise
has evolved. Having considered the different opportunities
available to the Company to raise capital, on 29 March 2022, the
Company announced its intention to publish a prospectus in relation
to a placing programme (the "Placing Programme") of up to 500
million C Shares at an issue price of GBP1.00 each (the "Placing
Programme Prospectus") which will enable the Company to raise
redeemable capital at any time over the following 12 months. The
Placing Programme Prospectus and supporting documentation will,
when published, be available on the Company's website
www.marwynac2.com/investors/prospectus .
The Directors believe that the addition of the ability, where
appropriate, to issue C ordinary redeemable shares under the
Placing Programme, alongside the existing flexibility of the MAC
Model 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.
As a result of the change in nature and structure of the equity
raise from that which was initially explored and announced as being
under consideration in April 2021, a portion of the costs incurred
in the period to 30 June 2021 are no longer considered directly
attributable to the Placing Programme and accordingly costs
previously recorded as prepayments pending their allocation against
equity on completion of the capital raise will be taken to profit
and loss in accordance with the Group's critical accounting
judgements disclosed in note 3 to the financial statements. As a
result, costs of GBP459,004, which were recorded in prepayments as
at 30 June 2021, have been recorded as an expense in the six month
period to 31 December 2021.
Results
The Group's loss after taxation for the period to 31 December
2021 was GBP658,746 (period to 31 December 2020: loss of
GBP222,458). The Group held a cash balance at the period end of
GBP11,717,698 (as at 30 June 2021: GBP12,255,387).
Dividend Policy
The Company has not yet acquired a trading business and it is
therefore inappropriate to make a forecast of the likelihood of any
future dividends. The Directors intend to determine the Company's
dividend policy following completion of an acquisition and, in any
event, will only commence the payment of dividends when it becomes
commercially prudent to do so.
Corporate Governance
As a company with a Standard Listing, the Company is not
required to comply with the provisions of the UK Corporate
Governance Code and given the size and nature of the Group the
Directors have decided not to adopt the UK Corporate Governance
Code. Nevertheless, the Board is committed to maintaining high
standards of corporate governance and will consider whether to
voluntarily adopt and comply with the UK Corporate Governance Code
as part of any Business Acquisition, taking into account the
Company's size and status at that time.
The Company currently complies with the following principles of
the UK Corporate Governance Code:
-- The Company is led by an effective and entrepreneurial Board,
whose role is to promote the long term sustainable success of the
Company, generating value for shareholders and contributing to
wider society.
-- The Board ensures that it has the policies, processes,
information, time and resources it needs in order to function
effectively and efficiently.
-- The Board ensures that the necessary resources are in place
for the company to meet its objectives and measure performance
against them.
Given the size and nature of the Company, the Board has not
established any committees and intends to make decisions as a
whole. If the need should arise in the future, for example
following any acquisition, the Board may set up committees and may
decide to comply with the UK Corporate Governance Code.
Risks
The Directors have carried out a robust assessment of the
principal risks facing the Group including those that would
threaten its business model, future performance, solvency or
liquidity. A complete review of the Group's risks have been
undertaken in connection with the Placing Programme. Such risks
will be set out in the Placing Programme Prospectus which will,
when published, be available on the Company's website
www.marwynac2.com/investors/prospectus. The Directors are of the
opinion that the risks detailed in the Placing Programme Prospectus
are applicable for the remaining six months of the current
financial year.
Outlook
We 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. We are active in pursuing and evaluating
opportunities with advisers, potential management partners, and
acquisition targets and are confident about acquiring an attractive
platform business for our shareholders.
REPONSIBILITY STATEMENT
Each of the Directors confirms that, to the best of their
knowledge:
(a) these Consolidated Interim Financial Statements, which have
been prepared in accordance with IAS 34 "Interim Financial
Reporting" as adopted by the European Union, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of MAC; and
(b) these Consolidated Interim Financial Statements comply with
the requirements of DTR 4.2.
Neither the Company nor the Directors accept any liability to
any person in relation to the interim financial report except to
the extent that such liability could arise under applicable
law.
Details on the Company's Board of Directors can be found on the
Company website at www.marwynac2.com .
James Corsellis
Chairman
31 March 2022
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months Period ended
ended
31 December 31 December
2021 2020
Note Unaudited Unaudited
GBP GBP
Administrative expenses 6 (785,746) (222,458)
------------ -------------
Total operating loss (785,746) (222,458)
Other income 7 127,000 -
------------ -------------
Loss for the period before tax (658,746) (222,458)
------------ -------------
Income tax 8 - -
------------ -------------
Loss for the period (658,746) (222,458)
------------ -------------
Total other comprehensive income - -
------------ -------------
Total comprehensive loss for
the period (658,746) (222,458)
============ =============
Loss per ordinary share
Basic and diluted 9 (0.05) (0.32)
The Group's activities derive from continuing operations.
The Notes on pages 9 to 18 form an integral part of these
Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
31 December 30 June
2021 2021
Note Unaudited Audited
GBP GBP
Assets
Current assets
Other receivables 11 245,935 651,708
Cash and cash equivalents 12 11,717,698 12,255,387
Total current assets 11,963,633 12,907,095
Total assets 11,963,633 12,907,095
============ ==========
Equity and liabilities
Equity
Ordinary Shares 15 326,700 326,700
A Shares 15 10,320,000 10,320,000
Sponsor share 15 1 1
Share-based payment reserve 169,960 169,960
Accumulated losses (1,294,842) (636,096)
------------ ----------
Total equity 9,521,819 10,180,565
Current liabilities
Trade and other payables 13 790,814 948,530
Warrants 14 1,651,000 1,778,000
------------ ----------
Total liabilities 2,441,814 2,726,530
Total equity and liabilities 11,963,633 12,907,095
============ ==========
The Notes on pages 9 to 18 form an integral part of these
Consolidated Interim Financial Statements.
The financial statements were approved by the Board of Directors
on 31 March 2022 and were signed on its behalf by:
Mark Brangstrup Watts
Director
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share
based
Ordinary Sponsor payment Accumulated Total
Notes shares A Shares share reserve losses equity
--------- ----------- -------- --------- ------------ -----------
GBP GBP GBP GBP GBP GBP
Balance as at
1 July 2021 326,700 10,320,000 1 169,960 (636,096) 10,180,565
Loss and total
comprehensive
loss for the
period - - - - (658,746) (658,746)
--------- ----------- -------- --------- ------------ -----------
Balance as at
31 December 2021 326,700 10,320,000 1 169,960 (1,294,842) 9,521,819
========= =========== ======== ========= ============ ===========
Share
based
Ordinary Sponsor payment Accumulated Total
Notes shares A Shares share reserve losses equity
---------- --------- -------- --------- ------------ ----------
GBP GBP GBP GBP GBP GBP
Balance at 31
July 2020 - - - - - -
Issuance of 1
ordinary share 15 1 - - - - 1
Redesignation
of 1 ordinary
share 15 (1) - 1 - - -
Issuance of 700,000
ordinary shares(1) 15 602,000 - - - - 602,000
Share issue costs 15 (275,300) - - - - (275,300)
Loss and total
comprehensive
loss for the
period - - - - (222,458) (222,458)
Share-based payment
charge - - - 169,960 - 169,960
---------- --------- -------- --------- ------------ ----------
Balance as at
31 December 2020 326,700 - 1 169,960 (222,458) 274,203
========== ========= ======== ========= ============ ==========
The Notes on pages 9 to 18 form an integral part of these
Consolidated Interim Financial Statements.
(1) The amounts raised from issuance of ordinary shares and
matching 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 14.
CONSOLIDATED STATEMENT OF CASH FLOWS
Six months
ended Period ended
31 December 31 December
2021 2020
Note Unaudited Unaudited
------------- -------------
GBP GBP
Operating activities
Loss for the period (658,746) (222,458)
Adjustments to reconcile total
operating loss to net cash flows:
Deduct fair value gain on warrant
liability 14 (127,000) -
Add back share based payment
expense - 154,960
Working capital adjustments:
Decrease / (increase) in trade
and other receivables and prepayments 405,773 (20,192)
(Decrease) / increase in trade
and other payables (157,716) 153,648
Net cash flows used in operating
activities (537,689) 65,958
------------- -------------
Financing activities
Proceeds from issue of ordinary
share capital and matching warrants 15 - 700,001
Proceeds from issue of A share
capital in MAC II (BVI) Limited - 15,000
Cost of share issuance 15 - (275,300)
Net cash flows from financing
activities - 439,701
------------- -------------
Net (decrease)/increase in cash
and cash equivalents (537,689) 505,659
Cash and cash equivalents at
the beginning of the period 12,255,387 -
------------- -------------
Cash and cash equivalents at
the end of the period 12 11,717,698 505,659
============= =============
The Notes on pages 9 to 18 form an integral part of these
Consolidated Interim Financial Statements.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
1. GENERAL INFORMATION
Marwyn Acquisition Company II Limited was incorporated on 31
July 2020 in the British Virgin Islands ("BVI") as a BVI business
company (registered number 2040956) 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,
British Virgin Islands VG1110 and UK establishment 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 wholly
owned subsidiary, MAC II (BVI) Limited (together with the Company
the "Group").
2. ACCOUNTING POLICIES
(a) Basis of preparation
The Consolidated Interim Financial Statements have been prepared
in accordance with the IAS 34 Interim Financial Reporting and are
presented on a condensed basis.
The Consolidated Interim Financial Statements do not include all
the information and disclosures required in the annual financial
statements and should be read in conjunction with the Group's
Annual Report and Consolidated Financial Statements for the year
ended 30 June 2021, which is available on the Company's website,
www.marwynac2.com .
(b) Going concern
The Consolidated Interim Financial Statements have been prepared
on a going concern basis, which assumes that the Group will
continue to be able to meet its liabilities as they fall due within
the next twelve months from the date of approval.
(c) New standards and amendments to International Financial Reporting Standards
Standards, amendments and interpretation effective and adopted
by the Group
The accounting policies adopted in the preparation of these
Consolidated Interim Financial Statements are consistent with those
followed in the preparation of the Group's audited consolidated
financial statements for the period ended 30 June 2021, which were
prepared in accordance with the International Financial Reporting
Standards ("IFRS"), as adopted by the European Union, updated to
adopt those standards which became effective for periods starting
on or before 1 January 2020. None of the new standards have had a
material impact on the Group.
Standards issued but not yet effective
The following standards are issued but not yet effective. The
Group intends to adopt these standards, if applicable, when they
become effective. It is not expected that these standards will have
a material impact on the Group.
Standard Effective
date
Onerous Contracts - Cost of Fulfilling a Contract 1 January
(Amendments to IAS 37); 2022
Property, Plant and Equipment: Proceeds before 1 January
Intended Use (Amendments to IAS 16); 2022
Annual Improvements to IFRS Standards 2018-2020 1 January
(Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 2022
41);
Amendments to IFRS 3: References to Conceptual 1 January
Framework; 2022
Amendments to IAS 1 Presentation of Financial 1 January
Statements: Classification of Liabilities as Current 2023
or Non-current
Disclosure of accounting policies (Amendments 1 January
to IAS 1) 2023
Definition of accounting estimates (Amendments 1 January
to IAS 8) 2023
Amendments to IFRS 17 Insurance contracts 1 January
2023
Amendments to IAS 12 Income Taxes: Deferred tax 1 January
related to assets and liabilities arising from 2023
a similar transaction
3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
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.
Critical accounting judgements
Recognition and classification of prepayment relating to a
possible further equity raise
The Directors have continued to progress a further equity raise
which was first announced by the Company in April 2021. As at 30
June 2021, GBP713,160 was accrued in relation to the potential
equity raise, of which GBP592,827 was included in current asset
prepayments. As set out in the Management Report, since 30 June
2021, both the nature and the structure of the fundraise has
evolved, and as a result the Directors have considered each of the
costs associated with this project 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 Profit or Loss.
As at 31 December 2021, GBP459,004 previously recorded in
current asset prepayments has been taken to the profit and loss
account. As at the period end, GBP186,594 has been included in
current asset prepayments (refer to note 11) as these costs are
directly attributable to a future issuance of shares under the
Placing Programme, which the Directors intend to conclude within
the next 12 months. Following an equity raise, these costs will be
reclassified from prepayments to equity. However, there is no
certainty that this capital raise will take place. If the capital
raise does not take place, these costs will be expensed to profit
and loss.
Key sources of estimation uncertainty
Valuation of warrants
The Company has issued matching warrants on both the issue 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 GBP1.00 per share (subject to
a downward adjustment under certain conditions). The Warrants are
exercisable at any time until five years after the issue date.
Please refer to note 19 which details a change to the exercise
period effective on the issuance of the Placing Programme
Prospectus. The Warrants were valued using the Black-Scholes option
pricing methodology which considered the exercise price, expected
volatility, risk free rate, expected dividends, and expected term
of the Warrants.
4. SEGMENT INFORMATION
The Board of Directors is the Group's chief operating
decision-maker. As the Group has not yet acquired a trading
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. During the six months
ended 31 December 2021, the Company had two directors: James
Corsellis and Mark Brangstrup Watts, neither director received
remuneration under the terms of their director service agreements.
The Directors are indirectly beneficially interested in Incentive
Shares held by the Company's subsidiary which were issued in the
period ended 30 June 2021.
6. ADMINISTRATIVE EXPENSES
For six months For the period
ended 31 December ended 31 December
2021 2020
Unaudited Unaudited
GBP GBP
Group expenses by nature
Professional support 202,062 18,467
Non-recurring project, professional
and due diligence costs 551,531 43,686
Share based payment expense - 154,960
Audit Fees 22,500 4,000
Other expenses 9,653 1,345
------------------- -------------------
785,746 222,458
=================== ===================
7. OTHER INCOME
For six months For the period
ended 31 December ended 31 December
2021 2020
Unaudited Unaudited
GBP GBP
Fair value gain on warrant liability 127,000 -
------------------- -------------------
127,000 -
=================== ===================
The fair value gain arising on the warrant liability is
discussed further in note 14.
8. TAXATION
For six months For the period
ended 31 December ended 31 December
2021 2020
Unaudited Unaudited
GBP GBP
Analysis of tax in period
Current tax on profits for the period - -
------------------- -------------------
Total current tax - -
=================== ===================
Reconciliation of effective rate and tax charge:
For six months For the period
ended 31 December ended 31 December
2021 2020
Unaudited Unaudited
GBP GBP
Loss on ordinary activities before
tax (658,746) (222,458)
Expenses not deductible for tax purposes 122 24,861
------------------- -------------------
Loss on ordinary activities subject
to corporation tax 658,624 (197,597)
------------------- -------------------
Loss on ordinary activities multiplied
by the rate of corporation tax in
the UK of 19% (2020: 19%) (125,139) (37,543)
Effects of:
Losses carried forward for which
no deferred tax recognised 125,139 37,543
------------------- -------------------
Total taxation charge - -
=================== ===================
The Group is tax resident in the UK. As at 31 December 2021,
cumulative tax losses available to carry forward against future
trading profits were GBP1,136,967 (As at 31 December 2020:
GBP37,543) 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.
9. LOSS PER ORDINARY SHARE
Basic EPS is calculated by dividing the loss attributable to
equity holders of the company by the weighted average number of
ordinary shares in issue during the period. Diluted EPS is
calculated by adjusting the weighted average number of ordinary
shares outstanding to assume conversion of all dilutive potential
ordinary shares. The weighted average number of shares has not been
adjusted in calculating diluted EPS as there are no instruments
which have a current dilutive effect. The Company has issued
warrants, which are each convertible into one ordinary share. The
Group made a loss in the current period, which would result in the
warrants being anti-dilutive. Therefore, the warrants have not been
included in the calculation of diluted earnings per share.
The Company maintains three different share classes, being
ordinary shares, A shares and sponsor shares. The key difference
between ordinary shares and A shares is that the ordinary shares
are listed and have voting rights attached. The 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.
Refer to note 14 (warrants) of these Consolidated Interim
Financial Statements and refer to note 17 (share-based payments) of
the Group's Annual Report and Consolidated Financial Statements for
the period ended 30 June 2021 for instruments that could
potentially dilute basic EPS in the future.
For six months For the period
ended 31 December ended 31 December
2021 2020
Unaudited Unaudited
Loss attributable to owners of the
parent (GBP's) (658,746) (222,458)
Weighted average in issue 12,700,000 700,000
Basic and diluted loss per ordinary
share (GBP's) (0.05) (0.32)
10. INVESTMENTS
Principal subsidiary undertakings of the Group
The Company is the parent of the Group, the Group comprises of
the Company and the following subsidiary as at 31 December
2021:
Proportion Proportion
of ordinary of ordinary
Nature of Country of shares held shares held
Subsidiary business incorporation by parent by the Group
-------------- ------------ ---------------- ------------- --------------
MAC II (BVI) Incentive
Limited vehicle BVI 100% 100%
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 II (BVI) Limited
is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town,
Tortola, VG1110, British Virgin Islands .
11. OTHER RECEIVABLES
As at 31 December As at 30
2021 June 2021
Unaudited Audited
GBP GBP
Amounts receivable in one year:
Prepayments 202,552 597,485
Due from a related party 1 23,964
VAT receivable 43,382 30,259
------------------ -----------
245,935 651,708
================== ===========
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.
Prepayments at the period end includes professional costs of
GBP186,594 ( as at period ended 30 June 2021: GBP592,827) incurred
in connection with initial capital raise and Placing Programme that
will be deducted from equity on completion. This is discussed in
further detail in note 13 and outlined in the critical accounting
judgements in note 3.
12. CASH AND CASH EQUIVALENTS
As at
31 December As at
2021 30 June 2021
Unaudited Audited
GBP GBP
Cash and cash equivalents
Cash at bank 11,717,698 12,255,387
------------- --------------
11,717,698 12,255,387
============= ==============
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.
13. TRADE AND OTHER PAYABLES
As at 31 December As at 30
2021 June 2021
Unaudited Audited
GBP GBP
Amounts falling due within one year:
Trade payables 8,145 88,870
Due to a related party 59,127 41,355
Accruals 723,542 818,305
------------------ -----------
790,814 948,530
================== ===========
There is no material difference between the book value and the
fair value of the trade and other payables.
In connection with the Company's exploration of a potential
further equity raise as announced to the market on 20 April 2021,
the Company has incurred professional adviser costs. An amount of,
GBP186,594 (as at period ended 30 June 2021: GBP592,827) is
included in prepayments as detailed in note 11 as it directly
relates to the potential issuance of share capital and therefore,
on completion of the Placing Programme, would be reflected in
equity. An amount of GBP551,531 ( as at period ended 30 June 2021:
GBP120,333) has been taken to the profit and loss account and is
included within non-recurring project, professional and diligence
costs. Accruals in respect of these costs as at the period end
totalled GBP692,792 (as at period ended 30 June 2021: GBP713,160)
and are non-interest bearing and are expected to be settled within
12 months and have been classified as current. Further detail is
included in the critical accounting judgements note 3.
All trade payables are non-interest bearing and are usually paid
within 30 days.
14. WARRANT LIABLITY
As at As at
31 December 30 June
2021 2021
Unaudited Audited
GBP GBP
Amounts falling due within one year:
Warrant liability - ordinary shares 91,000 98,000
Warrant liability - A shares 1,560,000 1,680,000
------------
1,651,000 1,778,000
============ =========
On 4 December 2020, the Company issued 700,000 ordinary shares
and matching warrants at a price of GBP1 for one ordinary share and
matching warrant. Under the terms of the warrant instrument,
warrant holders are able to acquire one ordinary share per warrant
at a price of GBP1 per ordinary share, subject to a downward price
adjustment depending on future share issues. Warrants are fully
vested at the period end and are immediately exercisable for 5
years from the date of issue.
On 20 April 2021, the Company issued 12,000,000 A shares and
matching warrants at a price of GBP1 for one 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
GBP1 per ordinary share, subject to a downward price adjustment
depending on future share issues. Warrants are fully vested at the
period end and are immediately 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 GBP1, in line with the market price paid by
third party 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 31 December 2021
(the balance sheet date) where the fair value reduced to 13p per
warrant.
The key assumptions used in determining the fair value of the
Warrants are as follows:
As at As at
31 December 30 June
2021 2021
Unaudited Audited
Combined price of a share and warrant GBP1 GBP1
Exercise price GBP1 GBP1
Expected volatility 25.0% 25.0%
Risk free rate 0.75% 0.32%
Expected dividends 0.0% 0.0%
Expected term 5 years from 5 years from
the IPO and the IPO and
3.9 years from 4.4 years
the period from the period
end date end date
A 5-percentage point in the expected volatility rate would not
have a material impact on the fair value of the Warrants.
15. SHARE CAPITAL
As at As at
31 December 30 June
2021 2021
Unaudited Audited
GBP GBP
Authorised
Unlimited ordinary shares of no par - -
value
Unlimited A shares of no par value - -
100 sponsor shares of no par value - -
Issued
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
------------
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"). Holders of ordinary shares are entitled to
receive notice and attend and vote at any meeting of members, the
right to a share in any distribution paid by the Company and a
right to a share in the distribution of the surplus assets of the
Company on a winding up.
The Sponsor Share confers upon the holder no right to receive
notice and attend and vote at any meeting of members, no right to
any distribution paid by the Company and no right to a share in the
distribution of the surplus assets of the Company on a summary
winding up. Provided the holder of the Sponsor Share holds directly
or indirectly 5 per cent. or more of the issued and outstanding
shares of the Company (of whatever class other than any Sponsor
Shares), they have the right to appoint one director to the
Board.
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.
16. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments
at the period end:
As at As at 30
31 December June
2021 2021
Unaudited Audited
GBP GBP
Financial assets measured at amortised
cost
Cash and cash equivalents 11,717,698 12,255,387
Other receivables 1 23,964
11,717,699 12,279,351
------------- -----------
Financial liabilities measured at
amortised cost
Trade and other payables 790,814 948,530
------------- -----------
790,814 948,530
------------- -----------
Financial liabilities measured at
fair value to profit and loss
Warrant Liability 1,651,000 1,778,000
------------- -----------
1,651,000 1,778,000
============= ===========
The fair value and book value of the financial assets and
liabilities are materially equivalent.
The Group's risk management policies are established to identify
and analyse the risks faced by the Group, to set appropriate risk
limits and controls, and to monitor risks and adherence limits.
Risk management policies and systems are reviewed regularly to
reflect changes in market conditions and the Group's
activities.
Treasury activities are managed on a Group basis under policies
and procedures approved and monitored by the Board. These are
designed to reduce the financial risks faced by the Group which
primarily relate to movements in interest rates. As the Group's
assets are predominantly cash and cash equivalents, market risk and
liquidity risk are not currently considered to be material risks to
the Group.
17. RELATED PARTIES
James Corsellis and Mark Brangstrup Watts are directors of the
Company and Antoinette Vanderpuije is the Company Secretary of the
Company. Funds managed by Marwyn Investment Management LLP ("MIM"),
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 period end date. During the
period MIM recharged expenses of GBP54,669 (2020: 11,805), of which
GBP48,000 (30 June 2021: GBPnil) was outstanding at the period
end.
James Corsellis, Mark Brangstrup Watts and Antoinette
Vanderpuije have a beneficial interest in the Incentive Shares
through their indirect interest in Marwyn Long Term Incentive LP
which owns 2,000 A ordinary shares in the capital of MAC II (BVI)
Limited, details in respect of the incentive shares are included in
the financial statements to 30 June 2021.
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 advice,
company secretarial, administration and accounting services to the
Company. As part of this engagement a fee of GBP150,000 was charged
in relation to the listing of the Company in 2020. On an ongoing
basis a monthly fee of GBP10,000 per calendar month charged for the
provision of the corporate finance services and managed services
support on a time spent basis. The total amount charged in the
period ended 31 December 2021 by Marwyn Capital LLP for services
was GBP85,614 (2020: GBP160,000) and they had incurred expenses on
behalf of the Company of GBP1,860 (2020: GBPNil). GBP11,127 (30
June 2021: GBP41,355) was outstanding as at the period end.
The Company has recharged costs during the period associated
with provision of project services of GBP4,729 (2020: GBPNil) to
Marwyn Acquisition Company III Limited ("MAC III"), of which GBPNil
(30 June 2021: GBP23,964) was due to the Company at period end. MAC
III is related to the Group through James Corsellis and Mark
Brangstrup Watts being directors of MAC III.
18. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding
at 31 December 2021 that requires disclosure or adjustment in these
financial statements.
19. POST BALANCE SHEET EVENTS
On 29 the Company announced of its intention to publish the
Placing Programme Prospectus. The Placing Programme Prospectus and
supporting documents will, when published, be available on the
Company's website www.marwynac2.com/investors/prospectus .
In conjunction with the release of the Placing Programme
Prospectus, the exercise periods relating to the Ordinary Warrants
and A Warrants have been amended to expire on a date 5 years from
the completion of the first Business Acquisition. This change in
exercise period will be taken into consideration in the year end
valuation of the warrants completed as at 30 June 2022.
ADVISORS
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
Financial Adviser Depository
N.M. Rothschild & Sons Limited Link Market Services Trustees
Limited
New Court, St Swithin's Lane The Registry
London 34 Beckenham Road
EC4N 8AL Beckenham
020 7280 5000 Kent
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: MAC2@marwyn.com Guernsey
GY2 4LH
Registered Agent and Assistant Independent auditor
Company Secretary
Conyers Corporate Services (BVI) Mazars LLP
Limited
Commerce House Tower Bridge House
Wickhams Cay 1 St. Katharine's Way
Road Town London
VG1110 E1W 1DD
Tortola
British Virgin Islands
English legal advisers to the Registered office
Company
Travers Smith LLP Commerce House
10 Snow Hill Wickhams Cay 1
London Road Town
EC1A 2AL VG1110
Tortola
British Virgin Islands
Company Broker
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
+44 (0)20 7220 1666
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END
IR DZGFFKMRGZZM
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