TIDMADVT
RNS Number : 0401U
Advancedadvt Limited
31 March 2021
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: 254900WYO35S1T334A28
AdvancedAdvT Limited
(the "Company")
Interim Report for the period ended 31 December 2020
The Company announces its interim results for the period ended
31 December 2020.
The Interim Report is also available on the 'Shareholder
Documents' page of the Company's website at www.advancedadvt.com
.
Enquiries:
Company Secretary
Antoinette Vanderpuije - 020 7004 2700
Finsbury - PR Adviser
Rollo Head 07768 994 987
Chris Sibbald 07855 955 531
Nplus1Singer Capital Markets Limited - Broker 020 7496 3000
Phil Davies
Iqra Amin
AdvancedAdvT Limited
(formerly Marwyn Acquisition Company I Limited)
Unaudited Interim Condensed Consolidated Financial Statements
for the period from incorporation on 31 July 2020 to 31 December
2020
Management Report
I present to shareholders the unaudited interim condensed
consolidated financial statements of AdvancedAdvT Limited (formerly
Marwyn Acquisition Company I Limited) (the "Company") for the
period from incorporation on 31 July 2020 to 31 December 2020 (the
"Consolidated Interim Financial Statements"), consolidating the
results of AdvancedAdvT Limited and MAC I (BVI) Limited
(collectively, the "Group") .
Activity, Strategy & Outlook
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.
On 31 December 2020, I was appointed as Chairman of the Company,
in part for my experience in the software, technology and support
services sectors, having executed a number of highly successful
growth strategies over my career so far.
On 5 February 2021, the Company announced the issue of 2,500,000
A ordinary shares for GBP1 per share, with matching A warrants, to
provide additional working capital to the support the Company in
the execution of its stated investment strategy. This amount was
drawn down under the Forward Purchase Agreement entered into by the
Company on IPO. The Company actively pursued an investment
opportunity in the software sector during the first few months of
2021, however, this did not ultimately lead to a completed
transaction. On 18 March 2021, it was announced that the A Ordinary
Shares would be converted into Ordinary shares and the matching A
warrants would be waived effective on 23 March 2021, as disclosed
in more detail in note 18.
With strong investor support for the Company's management team
and strategy, on 18 March 2021 the Company announced that it had
raised a total of GBP130 million by way of a placing of, and
subscription for, new ordinary shares at GBP1 per share. The new
ordinary shares were admitted to the standard segment of the
Official List and to trading on the London Stock Exchange's Main
Market on 23 March 2021 ("Admission"). On the same date, the
Company also announced the appointment of Gavin Hugill as Chief
Operating Officer with effect from 12 April 2021 as well as the
appointment of Karen Chandler as Non-Executive Director and the
resignation of Mark Brangstrup Watts, both of which were effective
from Admission.
Over the past quarter of a century companies across all sectors
have increasingly adopted new digital technologies to optimise
business processes and operations. Implementing these new
technologies has become central to driving cost efficiencies and
gaining a competitive advantage in a digital world, where sectors
and businesses with the highest level of digitalisation display the
largest productivity growth.
Despite the opportunities presented by digitalisation, pre
Covid-19 adoption of new technologies by businesses and consumers
was in part restricted by the willingness of companies to invest in
and adopt new systems and technologies.
The global restrictions caused by Covid-19 have helped to break
down these barriers and forced businesses to become more agile
which has considerably accelerated digitalisation. Despite spending
cuts by businesses due to the Covid-19 pandemic, spending on
digital transformation has increased as organisations rapidly adapt
their business models. A McKinsey study(1) found that businesses
have accelerated the digitalisation of their customer and
supply-chain interactions and of their internal operations by three
to four years.
The Directors and the Proposed Directors believe the trend to
increased digitalisation of business processes and operations
described above will continue as we return to a new normal, as
businesses seek to maintain competitiveness and ensure
productivity. Businesses providing software and tools enabling
digitalisation will therefore be expected to maintain an increased
demand for their products.
The Directors and Gavin Hugill have significant experience in
the software sector having invested in and/or operated a range of
high performing software businesses. The Directors have
successfully driven operational excellence within these businesses
to deliver organic growth and have a track record of carrying out
targeted accretive M&A in the software sector having completed
more than 40 bolt-on acquisitions. The GBP130 million fundraise
confirms the Directors' belief that leading investors are now
embracing the use of public markets to deploy significant amounts
of capital through listed acquisition companies, and that blue-chip
institutional investors are supporting listed acquisition companies
both pre and post-acquisition. Likewise, vendors are increasingly
pursuing transactions with listed acquisition companies to access
public markets. As a result, the Directors are confident in the
Company's ability to execute its investment strategy.
The Company's strategy is disclosed in detail in the Company's
latest prospectus which can be found on the Company's website:
https://advancedadvt.com/investors/shareholder-documents .
(1)
https://www.mckinsey.com/business-functions/strategy-and-corporate-finance/our-insights/how-covid-19-has-pushed-companies-over-the-technology-tipping-point-and-transformed-business-forever
Results
The Group's loss after taxation for the period to 31 December
2020 was GBP246,976. The Group held a cash balance at the period
end of GBP 538,141.
Dividend Policy
The Company has not yet acquired a trading operation 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 a platform 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. 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.
-- 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 as
appropriate.
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. The Company has published its principal risks in the
Company's prospectuses dated 4 December 2020 and 18 March 2021. The
Directors are of the opinion that the risks detailed in the
Company's prospectus dated 18 March 2021 are applicable for the
remaining six months of the financial year. Details of the risks
faced by the Group are set out on pages 11-20 of the Prospectus
which can be found on the Company's website
www.advancedadvt.com.
Responsibility 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 the Group; 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.advancedadvt.com.
Vin Murria OBE
Chairman
30 March 2021
Independent Review Report
INDEPENT REVIEW REPORT TO ADVANCEDADVT LIMITED
Introduction
We have been engaged by AdvancedAdvT Limited (formerly Marwyn
Acquisition Company I Limited) (referred to as "the Company", "you"
and derivatives thereof and together with each of its subsidiary
undertakings is referred to as "the Group") to review the unaudited
condensed set of consolidated financial statements in the interim
report of the Group for the period from 31 July 2020 to 31 December
2020 which comprise the unaudited consolidated statement of
comprehensive income, unaudited consolidated statement of financial
position, unaudited consolidated statement of changes in equity,
unaudited consolidated cash flow statement, and related explanatory
notes to the unaudited consolidated financial statements.
We have read the other information contained in the interim
report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the unaudited condensed set of consolidated financial
statements.
Directors' Responsibilities
The interim report is the responsibility of, and has been
approved by, the directors. The directors are responsible for
preparing the interim report in accordance with IAS 34, Interim
Financial Reporting ("IAS 34").
As disclosed in the condensed set of financial statements, the
annual financial statements of the Group will be prepared in
accordance with IFRS. The unaudited condensed set of financial
statements included in the interim report has been prepared in
accordance with IAS 34.
Our Responsibility
Our responsibility is to express to the company a conclusion on
the unaudited condensed set of financial statements in the interim
report based on our review.
Our report has been prepared in accordance with the terms of our
engagement. No person is entitled to rely on this report unless
such a person is a person entitled to rely upon this report by
virtue of and for the purpose of our terms of engagement or has
been expressly authorised to do so by our prior written consent.
Save as above, we do not accept responsibility for this report to
any other person or for any other purpose and we hereby expressly
disclaim any and all such liability.
Scope of Review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity" issued by the Auditing Practices Board Limited for
use in the United Kingdom and Ireland. A review of interim
financial information consists of making enquiries, primarily of
persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK and Ireland) and
consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the unaudited condensed set of financial
statements in the interim report for the period ended 31 December
2020 is not prepared, in all material respects, in accordance with
IAS 34.
Baker Tilly Channel Islands Limited
Date: 30/03/21
Address: First floor, Kensington Chambers, 46-50 Kensington
Place, St Helier, Jersey JE4 0ZE
Consolidated Statement of Comprehensive Income
Period
ended
31 December
2020
Note Unaudited
GBP
Administrative expenses 6 (246,976)
------------
Total operating loss (246,976)
Income tax 7 -
------------
Loss for the period (246,976)
------------
Total comprehensive loss for the period attributable to owners of the parent (246,976)
============
Loss per ordinary share (GBP)
Basic 8 (0.35)
Diluted 8 (0.18)
The Group's activities derive from continuing operations.
The Notes on pages 10 to 24 form an integral part of these
Consolidated Interim Financial Statements.
Consolidated Statement of Financial Position
As at
31 December
2020
Note Unaudited
GBP
Current assets
Trade and other receivables 10 20,192
Cash and cash equivalents 11 538,141
Total current assets 558,333
Total assets 558,333
============
Equity and liabilities
Equity
Sponsor share 13 1
Ordinary shares 13 326,700
Warrant reserve 13 98,000
Share-based payment reserve 169,960
Accumulated losses (246,976)
------------
Total equity 347,685
Current liabilities
Trade and other payables 12 210,648
------------
Total liabilities 210,648
Total equity and liabilities 558,333
============
The Notes on pages 10 to 24 form an integral part of these
Consolidated Interim Financial Statements.
The financial statements were approved by the Board of Directors
on 30 March 2021 and were signed on its behalf by:
Vin Murria James Corsellis
Chairman Director
Consolidated Statement of Changes in Equity
Ordinary Sponsor Warrant Share based Accumulated Total equity
Notes shares share reserve payment reserve losses
----------------- -------- -------- ------------------- ---------------- -------------------
GBP GBP GBP GBP GBP GBP
Balance as at - - - - -
31 July 2020
Issuance of 1
ordinary
share 13 1 - - - - 1
Redesignation
of 1 ordinary
share 13 (1) 1 - - - 0
Issuance of
700,000
ordinary
shares and
matching
warrants 13 602,000 - 98,000 - - 700,000
Share issue
costs 13 (275,300) - - - - (275,300)
Loss and total
comprehensive
loss for the
period 14 - - - - (246,976) (246,976)
Share-based
payment
expense - - - 169,960 - 169,960
----------------- -------- -------- ------------------- ---------------- -------------------
Balance as at
31 December
2020 326,700 1 98,000 169,960 (246,976) 347,685
================= ======== ======== =================== ================ ===================
The Notes on pages 10 to 24 form an integral part of these
Consolidated Interim Financial Statements.
Consolidated Statement of Cash Flows
For the period ended
31 December
2020
Note Unaudited
----- ---------------------
GBP
Operating activities
Loss for the period (246,976)
Adjustments to reconcile total operating loss to net cash flows:
Add back share-based payment expense 154,960
Working capital adjustments:
Increase in trade and other receivables and
Prepayments (20,192)
Increase in trade and other payables 210,648
Net cash flows used in operating activities 98,440
---------------------
Financing activities
Proceeds from issue of ordinary share capital and matching warrants 13 700,001
Proceeds from issue of A share capital in MAC I (BVI) Limited 15,000
Cost of share issuance 13 (275,300)
Net cash flows from financing activities 439,701
---------------------
Net increase in cash and cash equivalents 538,141
Cash and cash equivalents at the beginning of the period -
---------------------
Cash and cash equivalents at the end of the period 11 538,141
=====================
The Notes on pages 10 to 24 form an integral part of these
Consolidated Interim Financial Statements.
Notes to the Consolidated Financial Statements
1. GENERAL INFORMATION
AdvancedAdvT Limited (formerly Marwyn Acquisition Company I
Limited) was incorporated on 31 July 2020 in the British Virgin
Islands ("BVI") as a BVI business company (registered number
2040954) 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 I (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 interim report does not include all of the notes of the type
normally included in an annual financial report. There have been no
annual financial statements prepared to date as this is the first
interim period, however this report should be read in conjunction
with any public announcements made by the Company during the
interim period.
The Company was incorporated on 31 July 2020, and therefore
these Consolidated Interim Financial Statements are the first set
of financial statements issued by the Company and as such no
comparatives are available.
The principal accounting policies adopted in the preparation of
the Consolidated Interim Financial Statements are set out below.
The policies have been consistently applied throughout the period
presented, unless otherwise stated.
(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 12 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
IFRSs applicable to the Consolidated Interim Financial
Statements of the Group for the period from 31 July 2020 to 31
December 2020 have been applied.
Standards issued but not yet effective
The following standards are issued but not yet effective. The
Group intends to adopt these standards, if applicable, when they
become effective. It is not expected that these standards will have
a material impact on the Group .
Standard Effective
date
Amendments to IFRS 3 Business Combinations: References 1 January
to the Conceptual Framework in IFRS Standards 2022*
Amendments to IAS 16 Property, Plant and Equipment 1 January
2022*
Amendments to IAS 37 Provisions, Contingent Liabilities 1 January
and Contingent Assets: Onerous contracts - cost 2022*
of fulfilling a contract
Amendments to Annual Improvements 2018-2020 1 January
2022*
Amendments to IAS 1 Presentation of Financial 1 January
Statements: Classification of Liabilities as Current 2022*
or Non-current
IFRS 17 Insurance contracts 1 January
2023*
* 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 historical financial information.
(e) Cash and cash equivalents
Cash and cash equivalents comprise cash balances at banks.
(f) Stated capital
Ordinary shares and sponsor shares are classified as equity.
Incremental costs directly attributable to the issue of new shares
are shown in the associated stated capital as a deduction from the
proceeds.
(g) Share based payments
The A ordinary shares in MAC I (BVI) Limited (the "Incentive
Shares"), represent equity-settled share-based payment arrangements
under which the Company 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. 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, the
services are deemed to have been received in full, with a
corresponding expense and increase in equity recognised at grant
date.
(h) 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 GBP1 per ordinary share. Warrants are accounted for
as equity instruments under IAS 32 and are measured at fair value
at the date of issue. 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.
(i) Corporation tax
Corporation tax for the period 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, and any adjustment to taxes payable in
respect of previous years.
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. Deferred tax assets are reduced to
the extent that it is not probable that the related tax benefit
will be realised.
(j) Earnings per ordinary share
Earnings per ordinary share ("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 period. Diluted earnings per share is
calculated by adjusting the weighted average number of ordinary
shares outstanding to assume conversion of all dilutive potential
ordinary shares.
(k) 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.
Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as
subsequently measured at fair value through profit or loss
("FVPL"), amortised cost, or fair value through other comprehensive
income ("FVOCI").
The classification of financial assets at initial recognition
depends on the financial asset's contractual cash flow
characteristics and the Company's business model for managing them.
In order for a financial asset to be classified and measured at
amortised cost or FVOCI, it needs to give rise to cash flows that
are 'solely payments of principal and interest' on the principal
amount outstanding (the "SPPI Criterion").
Financial assets are initially measured at their fair value
plus, for those financial assets not at fair value through profit
or loss, transaction costs.
Subsequent measurement
For the purposes of subsequent measurement, all of the Group's
financial assets are classified as financial assets at amortised
cost. Financial assets at amortised cost comprise of assets that
are held within a business model with the objective to hold the
financial assets in order to collect contractual cash flows that
meet the SPPI Criterion. This category includes the Group's other
receivable. This asset is subsequently measured at amortised cost
using the effective interest method. The amortised cost is reduced
by impairment losses, interest income, foreign exchange gains and
losses and impairment losses are recognised in profit or loss. Any
gain or loss on derecognition is recognised in profit or loss.
The Group has not classified any assets as being financial
assets at FVOCI or FVPL.
Derecognition
A financial asset is primarily derecognised and removed from the
consolidated statement of financial position when the rights to
receive cash flows from the asset have expired.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as
financial liabilities at fair value through profit or loss. All
financial liabilities are recognised initially at fair value and,
in the case of payables, net of directly attributable transaction
costs.
Subsequent measurement
Financial liabilities are subsequently measured at amortised
cost and in the case of interest-bearing financial liabilities at
amortised cost using the effective interest rate method. Gains and
losses are recognised in the Statement of Comprehensive Income when
the liabilities are derecognised.
Derecognition
A financial liability is derecognised when the obligation under
the liability is discharged or cancelled or expires.
3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Consolidated Interim Financial Statements
under IFRS requires the Directors to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities. Estimates and
judgements are continually evaluated and are based on historical
experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates.
There are significant estimates and assumptions used in the
valuation of the A ordinary shares in MAC I (BVI) Limited (the
"Incentive Shares"). Management has considered at the grant date,
the probability of a successful first acquisition by the Company
and the potential range of value for the Incentive Shares, based on
the circumstances on the grant date. The fair value of the
Incentive Shares and related share-based payment expense was
calculated using a Monte Carlo valuation model. A summary of the
terms is set out in note 14.
As part of the Company's initial fundraising on IPO, the Company
issued ordinary shares to a number of investors. For every ordinary
share subscribed for, each investor was also granted a warrant
("Warrant") to acquire a further ordinary share at an exercise
price of GBP1.00 per share. The Warrants are exercisable at any
time until five years after the IPO date, being 4 December 2020.
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.
For the period to 31 December 2020, the Directors do not
consider that they have made any other significant estimates,
judgments or assumptions which would materially affect the balances
and results reported in these financial statements.
4. SEGMENT INFORMATION
The Board of Directors is the Group's chief operating
decision-maker. As the Group has not yet commenced trading, 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 period ended
31 December 2020, the Company had two directors: James Corsellis
and Mark Brangstrup Watts, neither director received remuneration
under the terms of their director service agreements.
On 31 December 2020, Vin Murria OBE was appointed as Chairman of
the Company. Under the terms of Vin Murria OBE's service agreement,
Vin was entitled to GBP50,000 per annum, but she has waived her
entitlement to that until completion of the first acquisition (and
similarly, James Corsellis will be paid GBP50,000 per annum from
then) as disclosed in more detail in note.
6. ADMINISTRATIVE EXPENSES BY NATURE
For the period ended 31 December 2020
GBP
Group administrative expenses by nature
Professional fees 46,967
Non-recurring project costs 43,705
Listing fees 793
Share based payment expense 154,960
Branding and website cost 527
Bank charges 24
246,976
======================================
7. TAXATION
For the period ended 31 December 2020
GBP
Analysis of tax in period
Current tax on profits for the period -
--------------------------------------
Total current tax -
======================================
The central management and control of the Group is exercised in
the UK and accordingly the Group is treated as tax resident in the
UK.
Reconciliation of effective rate and tax charge:
For the period ended 31 December 2020
GBP
Loss on ordinary activities before tax ( 246,976 )
Expenses not deductible for tax purposes 24,861
Loss on ordinary activities subject to corporation tax 222,115
Loss on ordinary activities multiplied by the rate of corporation tax in
the UK of 19% ( 42,202 )
Effects of:
Losses carried forward for which no deferred tax recognised 42,202
Total taxation charge -
======================================
As at 31 December 2020, cumulative tax losses available to carry
forward against future trading profits were GBP42,202 subject to
agreement with HM Revenue & Customs. Prior to an acquisition,
there is no certainty as to future profits and no deferred tax
asset is recognised in relation to these carried forward
losses.
8. LOSS PER ORDINARY SHARE
Basic EPS is calculated by dividing the profit attributable to
equity holders of a company by the weighted average number of
ordinary shares in issue during the year. Diluted EPS is calculated
by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary
shares.
The Company has issued 700,000 warrants, each of which is
convertible into one ordinary share as such the weighted average
number of shares has been adjusted in calculating diluted EPS.
For the period ended 31 December 2020
Loss attributable to owners of the parent (246,976)
Weighted average number of ordinary shares in issue 700,000
Weighted average number of ordinary shares for diluted EPS 1,400,000
9. INVESTMENTS
Principal subsidiary undertakings of the Group
The Company owns directly the whole of the issued ordinary share
capital of its subsidiary undertaking. Details of the Company's
subsidiary are presented below:
Proportion Proportion
of ordinary of ordinary
Nature of Country shares held shares held
Subsidiary business of incorporation by parent by the Group
--------------------- ------------ ------------------- ------------- --------------
Incentive
MAC I (BVI) Limited vehicle BVI 100% 100%
The registered office of MAC I (BVI) Limited Commerce House,
Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin
Islands VG1110.
10. TRADE AND OTHER RECEIVABLES
As at 31 December 2020
GBP
Amounts receivable in one year:
Prepayments 5,180
Other receivables 15,001
VAT receivable 11
-----------------------
20,192
=======================
Other receivables are all current.
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.
11. CASH AND CASH EQUIVALENTS
As at 31 December 2020
GBP
Cash and cash equivalents
Cash at bank 538,141
-----------------------
538,141
=======================
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 31 December 2020
GBP
Amounts falling due within one year:
Trade payables 10,068
Accruals 168,080
A ordinary share liability 32,500
210,648
======================
There is no material difference between the book value and the
fair value of the trade and other payables.
13. EQUITY AND RESERVES
Stated capital
Authorised
Unlimited ordinary shares of no par value
Unlimited A shares of no par value
100 sponsor shares of no par value
As at 31 December
2020
Issued GBP
700,000 ordinary shares of no par value 326,700
1 sponsor share of no par value 1
On incorporation, the Company issued 1 ordinary share of no par
value to MVI I Holdings II 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 of 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. Warrants are
accounted for as equity instruments under IAS 32 and are measured
at fair value at grant date, the combined market value of one
ordinary share and one Warrant was considered to be 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 of the Warrants, which considered the exercise price,
expected volatility, risk free rate, expected dividends and
expected term. Warrants have been assigned a fair value of 14p per
Warrant and therefore each ordinary share has been valued at 86p
per share.
Costs of GBP275,300 directly attributable to the equity raise
have been taken against stated capital during the period.
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, or holds incentive shares, 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.
14. SHARE BASED PAYMENTS
The Company has put in place a long term incentive plan
("LTIP"), to ensure an alignment with all Shareholders, and the
high competition for 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.
Under the LTIP, A ordinary shares ("Incentive Shares") are
issued by the Subsidiary.
As at the statement of financial position date, MLTI and Vin
Murria have subscribed for redeemable A ordinary shares of GBP0.01
each in the Subsidiary entitling them to 100% of the incentive
value.
Preferred Return
The incentive arrangements are subject to the Company's
shareholders achieving a preferred return of at least 7.5 per cent.
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 per
cent. of the "Growth", where Growth means the excess of the total
equity value of the Company and other shareholder returns over and
above its aggregate paid up share capital (20 per cent. of the
Growth being the "Incentive Value").
Grant date
The grant date of the Incentive Shares will be deemed to 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, 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 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, which right begins on the third anniversary and ends on the
seventh anniversary of the date of the Company's initial
acquisition.
The vesting conditions are as follows:
i. it is later than the third anniversary of the initial 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 acquisition, the A Shares will be treated as having vested
in full.
Leaver, lock-in and clawback provisions
In addition to the vesting conditions above, Vin Murria OBE has
agreed to lock-in periods, leaver provisions, and clawback
provisions, in relation to the Incentive Shares she has acquired.
It is expected similar provisions would be required from future
members of senior management who may acquire Incentive Shares.
On 18 March 2021, MLTI entered into an agreement under which the
same lock in period applicable to the shares owned by Vin Murria
would apply to the shares held by MLTI.
Vin Murria OBE has agreed that her Incentive Shares will vest on
a straight line basis over 3 years from admission, save on an exit
event when the Incentive Shares will vest in full. If deemed a good
leaver, she will keep her vested Incentive Shares, but otherwise
she will lose all of the Incentive Shares upon departure from the
Group. Either the Ordinary Shares, or cash received upon exercise
of the Incentive Shares and/or the remaining Incentive Shares held
by Vin Murria may be clawed back if the holder commits: (i) gross
misconduct, (ii) fraud (iii) a criminal act, or (iv) a material
breach of any post termination covenants or restrictions in the
holder's contract with the Company (if applicable), in each case as
determined by the Board in its absolute discretion;
Vin Murria OBE has agreed that if she exchanges some or all of
her Incentive Shares for an allotment of Ordinary Shares, she shall
not be permitted to enter into an agreement to give effect to any
transfer of the Ordinary Shares so allotted at any time during the
period of 12 months and one day following the date of such
allotment save in certain limited circumstances.
Holding of Incentive Shares
MLTI and Vin Murria hold Incentive Shares entitling them in
aggregate to 100 per cent. of the Incentive Value. Any future
management partners or senior executive management team members
receiving Incentive Shares will be dilutive to the interests of
existing holders of Incentive Shares, however the share of the
Growth of the Incentive Shares in aggregate will not increase.
The following shares were issued on 25 November 2020:
Nominal price Issue price Number of A ordinary Unrestricted market IFRS 2
per A ordinary share shares value at grant date Fair value
Marwyn Long Term GBP0.01 GBP7.50 2,000 GBP15,000 GBP169,960
Incentive LP
The following shares were issued on 31 December 2020:
Nominal price Issue price Number of A ordinary Unrestricted market
per A ordinary share shares value at grant date IFRS 2
Fair value
Vin Murria OBE GBP0.01 GBP5.42 6,000 GBP32,500 GBP354,050
Valuation of Incentive Shares
A valuation of the incentive shares has been prepared by
Deloitte LLP dated 12 February 2021 to determine the fair value of
the Incentive Shares in accordance with IFRS 2 at grant date.
There are significant estimates and assumptions used in the
valuation of the Incentive Shares. Management has considered at the
grant date, the probability of a successful first acquisition by
the Company and the potential range of value for the Incentive
Shares, based on the circumstances on the grant date.
The fair value of the Incentive Shares granted under the scheme
was calculated using a Monte Carlo model. The fair value uses an
ungeared volatility of 25 per cent, and an expected term of seven
years. The Incentive Shares are subject to the Preferred Return
being achieved, which is a market performance condition, and as
such has been taken into consideration in determining their fair
value. A risk-free rate of 0% has been applied, based on the
average yield on a five-year UK Gilt at the valuation date. The
model incorporates a range of probabilities for the likelihood of
an acquisition being made of a given size.
Expense related to Incentive Shares
An expense of GBP154,960 has been recognised in the Statement of
Comprehensive Income in respect of the Incentive Shares issued to
MLTI which is the difference between the IFRS 2 valuation at grant
date of GBP169,960 and the amount paid by MLTI for 2,000 A ordinary
shares of GBP15,000.
15. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments
at the period end:
As at
31 December 2020
GBP
Financial assets measured at amortised cost
Cash and cash equivalents 538,141
Other receivables 15,001
------------------
553,142
------------------
Financial liabilities measured at amortised cost
Trade and other payables 210,648
------------------
210,648
==================
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.
16. RELATED PARTY TRANSACTIONS
James Corsellis is a director of the Company and Mark Brangstrup
Watts was a director of the Company until his resignation on 23
March 2021, Antoinette Vanderpuije, is the Company Secretary of the
Company. Funds managed by Marwyn Asset Management Limited, of which
James Corsellis, Mark Brangstrup Watts and Antoinette Vanderpuije
are all non-executive directors and of which Mark Brangstrup Watts
and James Corsellis are the ultimate beneficial owners, hold 75% of
the Company's issued ordinary shares and Warrants at the statement
of financial position date.
James Corsellis, Mark Brangstrup Watts and Antoinette
Vanderpuije have a beneficial interest in the Incentive Shares as
described in note 14 of the Consolidated Interim Financial
Statements through their indirect interest in MLTI which owns 2,000
A ordinary shares in the capital of MAC I (BVI) Limited. Vin Murria
owns 6,000 A ordinary shares in the capital of MAC I (BVI) Limited
as detailed in note 14.
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. On an ongoing basis a
monthly fee of GBP10,000 per calendar month is charged for the
provision of the corporate finance services and as at the statement
of financial position date GBP10,000 is payable by the Company to
Marwyn Capital LLP.
James Corsellis and Mark Brangstrup Watts are the managing
partners of Marwyn Investment Management LLP, and Antoinette
Vanderpuije is also a partner. Marwyn Investment Management LLP
incurred costs on behalf of the Group which they recharged. During
the period Marwyn Investment Management LLP charged GBP11,805 in
respect of recharged costs of which GBP67.97 was outstanding at
period end.
17. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding
at 31 December 2020 that requires disclosure or adjustment in these
financial statements.
18. POST BALANCE SHEET EVENTS
Redesignation of A ordinary shares
On 4 February 2020, the A ordinary shares in the Company's
subsidiary MAC I (BVI) Limited were redesignated into A1 ordinary
shares and A2 ordinary shares. The A ordinary shares issued to MLTI
were redesignated as A2 shares and the A ordinary shares issued to
Vin Murria OBE were redesignated as A1 shares. Collectively, the A1
and A2 shares will receive an aggregate of 20% of the growth in
value of the Company subject to the conditions and performance
hurdles set out in note 14 of these Consolidated Interim Financial
Statements, however 15% of the gross incentive value is
attributable to the A1 ordinary shares and 5% is attributable to
the A2 ordinary shares.
There is no change to the preferred return, grant date, vesting
conditions, exercise conditions and lock in conditions as a result
of the redesignation of the shares.
Appointment of Gavin Hugill
On 5 February 2021, the Company entered into a service agreement
with Gavin Hugill, under which Gavin Hugill was appointed as Chief
Operations Officer of the Company with effect from 12 April 2021.
On 5 February 2021, Gavin was issued 600 A1 ordinary shares The A1
ordinary shares will be valued by Deloitte using a Monte Carlo
model.
Issuance of A1 ordinary shares to Karen Chandler.
On 15 February 2021 Karen Chandler was issued 600 A1 ordinary
shares in the capital of MAC I (BVI) Limited. The A1 ordinary
shares will be valued by Deloitte using a Monte Carlo model.
Incorporation of subsidiary
On 18 February 2021, AdvancedAdvT (Netherlands) B.V was
incorporated in the Netherlands. AdvancedAdvT (Netherlands) B.V is
100% owned by MAC I (BVI) Limited and has remained dormant to
date.
Issuance of A Shares in the Company
On 19 February 2021, the Company drew down GBP2,500,000 under
the terms of the forward purchase agreement ("FPA"), which was
entered into by the Company and MVI II LP on 27 November 2020,
details in relation to the FPA can be found in the Company's
prospectus issued on 4 December 2021. 2,500,000 A Shares and
matching A Warrants were issued to MVI II Holdings I LP in
consideration for the funds. The proceeds of the subscription are
to be used to provide the Company with additional funding to
support the pursuit of the Company's strategy.
On a liquidation of the Company the assets of the Company
available for distribution will be distributed pro rata to the
number of shares held by each holder of Ordinary Shares and A
Shares. A Shares each rank equally and confer upon the holders the
right to participate pro rata to the number of shares held by each
holder of ordinary shares and A Shares in respect of dividends and
distributions. Holders of A Shares have no right to receive notice
of attend or vote as a member at any meeting of members. A Shares
are not listed and are able convert into ordinary shares.
Project Dallas
During Q1 2021 the Company pursued an investment opportunity
codenamed Project Dallas and incurred approximately GBP1.9 million
of abort costs in connection with the project.
Issue of GBP130 million of shares
On 18 March 2021, the Company announced that it had raised a
total of GBP130 million by way of a placing of, and subscription
for, new ordinary shares of no par value in the Company issued at
GBP1 per share. The amount raised included subscriptions by MVI II
Holdings I LP and Vin Murria of GBP17.5 million each. The new
ordinary shares were admitted to the standard segment of the
Official List and to trading on the London Stock Exchange's Main
Market on 23 March 2021 ("Admission").
Upon Admission:
-- Vin Murria OBE was issued with one sponsor share;
-- all A Shares were converted into ordinary shares and MVI II
Holdings I LP waived its right to receive the matching A Warrants;
Karen Chandler was appointed as a Non-Executive Director;
-- Mark Brangstrup Watts agreed to resign as a Non-Executive Director;
-- N+1 Singer was appointed as the Company's sole broker;
-- Vin Murria agreed to waive any fee for her services for the
period from Admission to completion of the first acquisition;
-- Marwyn Capital LLP agreed to reduce its corporate finance fee
to zero for the period from Admission to the completion of the
first acquisition. In addition, James Corsellis agreed not to
receive a fee for his services as a non-executive director until
completion of the first acquisition; and
-- in accordance with the terms of the FPA, the FPA terminated.
On 17 March 2021 Vin Murria OBE was issued a further 9,600 A1
ordinary shares in the capital of MAC I (BVI) Limited. The A1
ordinary shares will be valued by Deloitte using a Monte Carlo
model.
Advisors
Corporate Broker Company Secretary
Nplus1 Singer Capital Markets Antoinette Vanderpuije
Limited 11 Buckingham Street
One Bartholomew Lane London
London WC2N 6DF
EC2N 2AX
Registrar Registered Agent and Assistant
Link Market Services (Guernsey) Company Secretary
Limited Conyers Corporate Services
Mont Crevelt House, Bulwer Avenue (BVI) Limited
St Sampson, Guernsey Commerce House, Wickhams Cay
GY2 4LH 1
Road Town, VG1110
Tortola, British Virgin Islands
Depository Solicitors to the Company (as
Link Market Services Trustees to English law)
Limited Travers Smith LLP
The Registry 34 Beckenham Road 10 Snow Hill
Beckenham London
Kent, BR3 4TU EC1A 2AL
Auditor Solicitors to the Company (as
Baker Tilly Channel Islands to BVI Law)
Limited Conyers Dill & Pearman
First floor, Kensington Chambers Commerce House, Wickhams Cay
46-50 Kensington Place 1
St Helier Jersey JE4 0ZE Road Town, VG1110
Tortola, British Virgin Islands
UK establishment address Corporate Finance Adviser
11 Buckingham Street Marwyn Capital LLP
London 11 Buckingham Street
WC2N 6DF London, WC2N 6DF
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