TIDMMAC2
RNS Number : 3704G
Marwyn Acquisition Company II Ltd
29 March 2022
The information contained in this announcement is restricted and
is not for publication, release or distribution in the United
States of America, any member state of the European Economic Area
("EEA"), Canada, Australia, Japan, the Republic of South Africa or
any other jurisdiction where it is unlawful to distribute this
announcement.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the Financial Conduct Authority
("FCA") and is not a prospectus. This announcement does not
constitute or form part of, and should not be construed as, an
offer for sale or subscription of, or solicitation of any offer to
subscribe for or to acquire, any ordinary shares in Marwyn
Acquisition Company II Limited in any jurisdiction, including in or
into the United States, any member state of the EEA, Canada,
Australia, Japan or the Republic of South Africa should not
subscribe for or purchase any securities referred to in this
announcement except on the basis of information in the prospectus
(the "Prospectus") in its final form, expected to be published
shortly by Marwyn Acquisition Company II Limited in connection with
the proposed placing programme of C Shares (as described and
defined in this announcement). A copy of the Prospectus will,
following publication, be available for viewing from the Company's
website at www.marwynac2.com/investors/prospectus and at the
National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
LEI: 2549008KZ7HM27V4O637
Marwyn Acquisition Company II Limited
(the "Company" or, together with its subsidiary, the
"Group")
LAUNCH OF REDEEMABLE SHARE CLASS PLACING PROGRAMME
The Board of Directors of Marwyn Acquisition Company II Limited
(ticker: MAC2) confirms that the Company intends to launch a
12-month placing programme (the "Placing Programme"), pursuant to
which the Company will have the ability to issue up to 500 million
C ordinary redeemable shares ("C Shares") at an issue price of GBP1
per C Share in order to raise up to an aggregate GBP500
million.
- Marwyn * is a leading creator of listed acquisition companies
with a track record of investment performance having generated more
than GBP4.7bn of equity profits from 11 comparable listed
acquisition companies
- The Marwyn Acquisition Company model ("MAC Model") is to
launch acquisition companies with an enhanced corporate structure,
to appoint Management Partners and subsequently refine the
investment scope
- A new redeemable share class (C Share) provides an additional
method of raising up to GBP500m of capital on an accelerated
basis
- The key features of the C Share class include ringfencing
investors' funds, providing full discretion to investors on whether
to participate in the subsequent business combination and aligning
all stakeholders' interests by removing the upfront dilution from
discounted shares/warrants and any upfront promoter fees common to
the SPAC model
A prospectus in connection with the Placing Programme (the
"Prospectus") is expected to be published on the Company's website
shortly, following its approval by the FCA.
The principal features of the MAC Model:
-- Ensure long term alignment and minimise dilution: management
and sponsor incentives aligned to long term equity performance and
no discounted shares/warrants or upfront promoter fees
-- Flexibility in raising capital: the addition of a number of
flexible mechanisms to raise equity capital from institutional
investors
-- Transactional efficiency: a new transaction process which
allows MAC to execute a reverse acquisition on a timetable that is
comparable with private equity
The Directors believe that the ability to issue C Shares where
appropriate, 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.
Whilst the Company is not seeking to operate within the existing
LSE SPAC regime, the Directors believe that both the regulatory
framework and market structure of the LSE's standard listed
companies remains very supportive of our strategy.
James Corsellis, Director, commented: "Over the last 20 years,
the London Stock Exchange has been the venue for numerous highly
successful acquisition companies led by talented high profile
company executives. We believe recent successes such as S4 Capital,
Melrose, BCA Marketplace and Entertainment One have the potential
to inspire public company executives to return to the London
market, with an improved structure, unique to the LSE, which offers
better alignment and executional capabilities than can be found in
any other acquisition company model globally. The UK markets should
send a signal that they are open for business and attracting the
best quality talent by offering a compelling alternative to the
temptation of private capital".
Terms used in this announcement shall, unless the context
otherwise requires, bear the meanings given to them in the
Prospectus.
FOR FURTHER INFORMATION PLEASE CONTACT:
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 020 7280 5000
Peter Nicklin
Shannon Nicholls
WH Ireland Limited - Corporate Broker 0 20 7220 1666
Harry Ansell
Katy Mitchell
* Marwyn Investment Management LLP and entities owned or
controlled by it, or under common ownership or control with it,
from time to time, including Marwyn Capital LLP
Further information on Marwyn Acquisition Company II Limited is
available at www.marwynac2.com.
IMPORTANT INFORMATION:
This announcement has been prepared by, and is the sole
responsibility of, the Directors of Marwyn Acquisition Company II
Limited.
This announcement is an advertisement and does not constitute a
prospectus relating to the Company and does not constitute, or form
part of, any offer or invitation to sell or issue, or any
solicitation of any offer to subscribe for, any shares in the
Company in any jurisdiction nor shall it, or any part of it, or the
fact of its distribution, form the basis of, or be relied on in
connection with or act as any inducement to enter into, any
contract therefor. The Prospectus will, when published, be
available from the Company's website at
www.marwynac2.com/investors/prospectus.
Neither the content of the Company's website, nor the content on
any website accessible from hyperlinks on its website for any other
website, is incorporated into, or forms part of, this announcement
nor, unless previously published by means of a recognised
information service, should any such content be relied upon in
reaching a decision as to whether or not to acquire, continue to
hold, or dispose of, securities in the Company.
Recipients of this announcement who are considering acquiring C
Shares following publication of the Prospectus are reminded that
any such acquisition must be made only on the basis of the
information contained in the Prospectus which may be different from
the information contained in this announcement. In addition, any
subscription for C Shares is subject to specific legal or
regulatory restrictions in certain jurisdictions. Persons
distributing this announcement must satisfy themselves that it is
lawful to do so. The Company assumes no responsibility in the event
that there is a violation by any person of such restrictions.
This document may not be published, distributed or transmitted
by any means or media, directly or indirectly, in whole or in part,
in or into the United States. This document does not constitute an
offer to sell, or a solicitation of an offer to buy, securities in
the United States. The securities mentioned herein have not been,
and will not be, registered under the U.S. Securities Act of 1933,
as amended (the "US Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States and will not be offered, sold, exercised, resold,
transferred or delivered, directly or indirectly, in or into the
United States or to, or for the account or benefit of, any US
person (as defined under Regulation S under the US Securities Act).
The Company has not been, and will not be, registered under the
U.S. Investment Company Act of 1940, as amended.
Neither this announcement nor any copy of it may be: (i) taken
or transmitted into or distributed in any member state of the
European Economic Area, Canada, Australia, Japan or the Republic of
South Africa or to any resident thereof. Any failure to comply with
these restrictions may constitute a violation of the securities
laws or the laws of any such jurisdiction. The distribution of this
announcement in other jurisdictions may be restricted by law and
the persons into whose possession this document comes should inform
themselves about, and observe, any such restrictions.
This announcement and any offer mentioned herein if subsequently
made is directed only at: (A) persons in member states of the
European Economic Area (the "EEA") who are "qualified investors"
within the meaning of Article 2(1)(e) of the Prospectus Directive
(Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EU, to the extent implemented in the relevant member state
of the EEA) and includes any relevant implementing measure in each
relevant member state of the EEA) (the "Prospectus Directive")
("Qualified Investors"); or (B) persons in the United Kingdom who
are Qualified Investors and who (i) have professional experience in
matters relating to investments and who fall within the definition
of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) who are high net worth companies, unincorporated
associations and other persons to whom it may lawfully be
communicated in accordance with Article 49(2)(a) to (d) of the
Order; or (iii) other persons to whom it may lawfully be
communicated (all such persons together being referred to as
"Relevant Persons"). Any investment activity in connection with the
Placing Programme will only be available to, and will only be
engaged with, Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this document or any of its
contents. By accepting this communication you represent, warrant
and agree that you are a Relevant Person.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will", or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements relate to matters
that are not historical facts regarding the Company's business
strategy, financing strategies, investment performance, results of
operations, financial condition, prospects and dividend policies of
the Company and the assets in which it will invest. By their
nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may
or may not occur in the future. Forward-looking statements are not
guarantees of future performance. There are a number of factors
that could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to, changes
in general market conditions, legislative or regulatory changes,
changes in taxation regimes or development planning regimes, the
Company's ability to acquire suitable assets on a timely basis and
the availability and cost of capital for future acquisitions.
The Company expressly disclaims any obligation or undertaking to
update or revise any forward-looking statements contained herein to
reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless
required to do so by FSMA, the Listing Rules, the Prospectus
Regulation Rules made under Part VI of the FSMA or the Financial
Conduct Authority, the UK version of the Market Abuse Regulation
(2014/596/EU) or other applicable laws, regulations or rules.
Investec Bank plc ("Investec") which is authorised by the
Prudential Regulation Authority and regulated by the FCA and
Prudential Regulation Authority, and N.M. Rothschild & Sons
Limited ("Rothschild & Co"), which is authorised and regulated
by FCA, are acting as financial advisers to and for the Company and
no one else in connection with any arrangement referred to in, or
information contained in, the matters described in this
announcement. Neither Rothschild & Co nor Investec will regard
any other person (whether or not a recipient of this announcement
or the Prospectus) as a client in relation thereto. Neither
Rothschild & Co nor Investec will be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for giving advice in relation to any arrangement
referred to in, or information contained in, this announcement.
Neither Investec nor Rothschild & Co makes any representation
express or implied in relation to, nor accepts any responsibility
whatsoever for, this announcement, its contents or otherwise in
connection with it or any other information relating to the
Company, whether written, oral or in a visual or electronic
format.
Information to Distributors:
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and/or any equivalent requirements elsewhere to the extent
determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the C Shares
have been subject to a product approval process, which has
determined that the C Shares are: (i) compatible with an end target
market of investors who meet the criteria of professional clients
and eligible counterparties, and not retail clients, each defined
in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook;
and (ii) eligible for distribution through all permitted
distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should
note that: the price of the C Shares may decline and investors
could lose all or part of their investment; the C Shares offer no
guaranteed income and no capital protection beyond the terms of the
Trust Account which apply prior to any Business Acquisition; and an
investment in C Shares is compatible only with investors who do not
need a guaranteed income or capital protection (beyond the terms of
the Trust Account which apply prior to any Business Acquisition),
who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing Programme.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the C Shares, the
Ordinary Shares or the C Warrants.
Each distributor is responsible for undertaking its own target
market assessment in respect of the C Shares and determining
appropriate distribution channels.
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END
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