TIDMMAC2
RNS Number : 8379G
Marwyn Acquisition Company II Ltd
31 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is not for publication, release or distribution in the United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. Investors should
not subscribe for or purchase any securities referred to in this
announcement except on the basis of information in the prospectus
(the "Prospectus") published today 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 shortly be available for viewing at the
National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and is
available from the Company's website at
www.marwynac2.com/investors/prospectus .
LEI: 2549008KZ7HM27V4O637
Marwyn Acquisition Company II Limited
(the "Company")
REDEEMABLE SHARE CLASS PLACING PROGRAMME
Further to the Company's announcement on 29 March 2022, the
Board of Directors of Marwyn Acquisition Company II Limited
(ticker: MAC2) is pleased to announce the publication of the
Company's Prospectus in respect of a 12-month placing programme
pursuant to which the Company has the ability to issue up to 500
million C ordinary redeemable shares ("C Shares") at an issue price
of GBP1 per C Share in order to raise up to an aggregate of GBP500
million. A copy of the Prospectus is available on the Company's
website: www.marwynac2.com/investors/prospectus.
Capitalised terms used and not otherwise defined in this
announcement shall 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 - Financial Adviser 020 7280
5000
Peter Nicklin
Shannon Nicholls
WH Ireland Limited - Corporate Broker 020 7220 1666
Harry Ansell
Katy Mitchell
EXPECTED TIMETABLE
Placing Programme opens 31 March 2022
First Placing
Admission to the Standard Listing Segment of the Official 8.00 a.m. on
List and commencement of dealings in C Shares issued the day C Shares
pursuant to the First Placing to the London Stock are issued pursuant
Exchange's Main Market to the First
Placing
---------------------
CREST accounts credited in respect of C Shares issued As soon as possible
pursuant to the First Placing in uncertificated form after 8.00 a.m.
on the day C
Shares are issued
pursuant to the
First Placing
---------------------
Dispatch of definitive share certificates for C Shares Within ten Business
issued pursuant to the First Placing in certificated Days of Admission
form (where applicable) of the C Shares
pursuant to the
First Placing
---------------------
Subsequent Placings
Admission to the Standard Listing Segment of the Official 8.00 a.m. on
List and commencement of dealings in C Shares issued each day C Shares
pursuant to the Placing Programme to the London Stock are issued pursuant
Exchange's Main Market to the Placing
Programme
---------------------
CREST accounts credited in respect of C Shares issued As soon as possible
pursuant to the Placing Programme in uncertificated after 8.00 a.m.
form on each day C
Shares are issued
in uncertificated
form pursuant
to the Placing
Programme
---------------------
Dispatch of definitive share certificates for C Shares Within ten Business
issued pursuant to the Placing Programme in certificated Days of Admission
form (where applicable) of the relevant
Programme Admission
---------------------
Latest date for C Shares to be issued pursuant to 31 March 2023
the Placing Programme
---------------------
Times and dates are subject to change. If any such periods are
extended, the Company will notify investors of such change by
publishing an RIS announcement.
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 is 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 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, this announcement or the Prospectus.
Neither Rothschild & Co nor Investec will regard any other
person (whether or not a recipient of 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 or the Prospectus. 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEBKDBQPBKDQNN
(END) Dow Jones Newswires
March 31, 2022 12:00 ET (16:00 GMT)
Marwyn Acquisition Compa... (LSE:MAC2)
Historical Stock Chart
From Aug 2024 to Sep 2024
Marwyn Acquisition Compa... (LSE:MAC2)
Historical Stock Chart
From Sep 2023 to Sep 2024