TIDMMCII
RNS Number : 2994T
Marwyn Capital II Limited
27 September 2010
MARWYN CAPITAL II LIMITED
UNAUDITED INTERIM RESULTS
FOR THE PERIOD FROM INCORPORATION TO 30 JUNE 2010
DIRECTORS' STATEMENT AND INTERIM MANAGEMENT REPORT
The Directors are pleased to present the interim results of Marwyn Capital II
Limited for the period from incorporation to 30 June 2010.
Acquisition strategy
Marwyn Capital II Limited was established to acquire one or more quoted or
unquoted businesses or companies (in whole or in part) initially by way of a
reverse takeover. The Company was admitted to London's Alternative Investment
Market ('AIM') in December 2009. The Company is seeking an acquisition wholly
or mainly in the UK in the healthcare, testing and inspection and leisure
sectors.
Results
The Group's loss after taxation for the period from incorporation to 30 June
2010 was GBP383,569 which was in line with the expected result for the period.
As at 30 June 2010, the Group had net cash balances totalling GBP4.4m.
Dividends
It is the board's policy that prior to making the first acquisition, no
dividends will be paid. Following the first acquisition, subject to
availability of distributable reserves, dividends will be paid to shareholders
when the directors believe it is appropriate and prudent to do so. However, the
main focus of the Company will be on delivering capital growth for shareholders.
Principal risks and uncertainties
Details of the principal risks and uncertainties are detailed in Note 8 to the
consolidated financial information.
Outlook
The Company continues to pursue its stated acquisition strategy. We believe
that Marwyn Capital II Limited, with its strong and experienced management team,
is well placed to exploit the available opportunities as they arise.
For further information:
Paul Cookson
Marwyn Capital II Limited 01534 636 022
Beth McKiernan
Cenkos Securities plc 0131 220 6939
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the period from incorporation to 30 June 2010
+------------------------------------------+----+---------+--+-------------+
| | | | | 2010 |
| | | | | (unaudited) |
+------------------------------------------+----+---------+--+-------------+
| | | | | GBP |
+------------------------------------------+----+---------+--+-------------+
| | | | | |
+------------------------------------------+----+---------+--+-------------+
| Revenue | | | | - |
+------------------------------------------+----+---------+--+-------------+
| | | | | |
+------------------------------------------+----+---------+--+-------------+
| Employee expenses | | | | - |
+------------------------------------------+----+---------+--+-------------+
| Professional and consultancy expenses | | | | 347,771 |
+------------------------------------------+----+---------+--+-------------+
| Other expenses | | | | 35,798 |
+------------------------------------------+----+---------+--+-------------+
| | | | | 383,569 |
+------------------------------------------+----+---------+--+-------------+
| | | | | |
+------------------------------------------+----+---------+--+-------------+
| Loss from operating activities | | | | 383,569 |
+------------------------------------------+----+---------+--+-------------+
| | | | | |
+------------------------------------------+----+---------+--+-------------+
| Loss before income tax | | | | 383,569 |
+------------------------------------------+----+---------+--+-------------+
| | | | | |
+------------------------------------------+----+---------+--+-------------+
| Income tax expense | | | | - |
+------------------------------------------+----+---------+--+-------------+
| Loss for the period | | | | 383,569 |
+------------------------------------------+----+---------+--+-------------+
| | | | | |
+------------------------------------------+----+---------+--+-------------+
| Total comprehensive loss for the period | | | | 383,569 |
+------------------------------------------+----+---------+--+-------------+
| | | | | |
+------------------------------------------+----+---------+--+-------------+
| Attributable to: | | | | |
+------------------------------------------+----+---------+--+-------------+
| Owners of the Group | | | | 383,569 |
+------------------------------------------+----+---------+--+-------------+
| Total comprehensive loss for the period | | | | 383,569 |
+------------------------------------------+----+---------+--+-------------+
| | | | | |
+------------------------------------------+----+---------+--+-------------+
| Earnings per share | | | | |
+------------------------------------------+----+---------+--+-------------+
| Basic and diluted loss per share | | | | 0.87p |
+------------------------------------------+----+---------+--+-------------+
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
+--------------------------------------+----------+-+---------------+-+-+-+----+-----------+----------+
| | | | | | 30 June 2010 |
| | | | | | (unaudited) |
+--------------------------------------+------------+-----------------+---+----+----------------------+
| | | | | | GBP | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| | | | | | | |
| Assets | | | | | | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| | | | | | | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Prepayments | | | | | 20,325 | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Cash and cash equivalents | | | | | 4,417,624 | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Total current assets | | | | | 4,437,949 | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Total assets | | | | | 4,437,949 | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| | | | | | | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Equity | | | | | | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Share capital | | | | | 49,000 | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Share premium | | | | | 4,665,094 | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Accumulated losses | | | | | (383,569) | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Total equity attributable to the | | | | | 4,330,525 | |
| shareholders of the Group | | | | | | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Total equity | | | | | 4,330,525 | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| | | | | | | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Current liabilities | | | | | | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Trade and other payables | | | | | 107,424 | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Total current liabilities | | | | | 107,424 | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Total liabilities | | | | | 107,424 | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| Total equity and liabilities | | | | | 4,437,949 | |
+--------------------------------------+----------+-----------------+---+------+-----------+----------+
| | | | | | | | | | |
+--------------------------------------+----------+-+---------------+-+-+-+----+-----------+----------+
The financial statements were approved by the Board of Directors and authorised
for issue on 24 September 2010.
Paul Cookson
Non-executive Director
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the period from incorporation to 30 June 2010 (unaudited)
+----------------------------------+----------+-----------+-------------+-----------+
| | Share | Share | Accumulated | Total |
| | capital | premium | losses | |
+----------------------------------+----------+-----------+-------------+-----------+
| | GBP | GBP | GBP | GBP |
+----------------------------------+----------+-----------+-------------+-----------+
| Balance at incorporation | - | - | - | - |
+----------------------------------+----------+-----------+-------------+-----------+
| Total comprehensive loss in the | - | - | (383,569) | (383,569) |
| period | | | | |
+----------------------------------+----------+-----------+-------------+-----------+
| Contribution of equity, net of | 49,000 | 4,665,094 | - | 4,714,094 |
| issue costs | | | | |
+----------------------------------+----------+-----------+-------------+-----------+
| Balance at 30 June 2010 | 49,000 | 4,665,094 | (383,569) | 4,330,525 |
+----------------------------------+----------+-----------+-------------+-----------+
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
+-----------------------------------------+--------+--------+----+--------+--------+---+------+-+-+-----------+----------+
| | | | | | 2010 |
| For the period from incorporation to 30 June 2010 | | | | | (unaudited) |
| | | | | | |
+----------------------------------------------------------------+--------+--------+----------+---+----------------------+
| | | | | | GBP | |
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+
| | | | | | | |
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+
| Cash flow from operating activities: | | | | | | |
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+
| Payments to suppliers and employees | | | | | (296,470) | |
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+
| Net cash outflow from operating | | | | | (296,470) | |
| activities | | | | | | |
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+
| | | | | | | |
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+
| Cash flow from financing activity: | | | | | | |
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+
| Equity issued, net of issue costs | | | | | 4,714,094 | |
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+
| Net cash flow from financing activity | | | | | 4,714,094 | |
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+
| | | | | | | |
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+
| Net increase in cash and cash | | | | | 4,417,624 | |
| equivalents | | | | | | |
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+
| Cash and cash equivalents at | | | | | - | |
| incorporation | | | | | | |
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+
| Cash and cash equivalents at 30 June | | | | | 4,417,624 | |
+-----------------------------------------+--------+--------+--------------------------+--------+-------------+----------+
| | | | | | | | | | | | |
+-----------------------------------------+--------+--------+----+--------+--------+---+------+-+-+-----------+----------+
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the period from incorporation to 30 June 2010
1. Reporting entity
Marwyn Capital II Limited (the "Company") is an exempted company limited by
shares and domiciled in the Cayman Islands. The address of the Company's
registered office is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman
Islands. The Company was incorporated on 4 December 2009.
This condensed consolidated interim financial information for the period from
incorporation to 30 June 2010 comprises the Company and its subsidiary, Marwyn
Capital Investments II Limited (together referred to as the "Group" and
individually as "Group entities"). The Group is primarily involved in the
pursuit of target investments in line with its acquisition strategy.
The Company is listed on AIM.
This condensed consolidated interim financial information has not been audited
and was approved for issue on 24 September 2010.
2. Basis of preparation
This condensed consolidated interim financial information has been prepared in
accordance with the International Accounting Standard (IAS) 34 'Interim
Financial Reporting', as adopted by the European Union.
3. Accounting policies
Standards, amendments and interpretations to existing standards effective in
2010 but not relevant to the Group
· IFRIC 17, 'Distributions of non-cash assets to owners', effective for
annual periods beginning on or after 1 July 2009. This is not currently
applicable to the Group, as it has not made any non-cash distributions.
· IFRIC 18, 'Transfers of assets from customers', effective for transfer of
assets received on or after 1 July 2009. This is not relevant to the Group, as
it has not received any assets from customers.
· Improvements to International Financial Reporting Standards 2009 were
issued in April 2009. The effective dates vary standard by standard but most are
effective 1 January 2010.
3.1 Consolidation
Subsidiaries are entities controlled by the Group. Control exists when the Group
has the power to govern the financial and operating policies of an entity so as
to obtain benefits from its activities. In assessing control, potential voting
rights that currently are exercisable are taken into account. The financial
statements of subsidiaries are included in the consolidated financial statements
from the date that control commences until the date that control ceases. The
accounting policies of subsidiaries have been changed when necessary to align
them with the policies adopted by the Group.
Intra-Group balances and transactions, and any unrealised income and expenses
arising from intra-Group transactions, are eliminated in preparing the
consolidated financial statements.
3.2 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates ('the functional currency'). The consolidated financial
statements are presented in British Pounds (GBP), which is the Group's and
Company's functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using
the exchange rates prevailing at the dates of the transactions or valuation
where items are remeasured. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange
rates of monetary assets and liabilities denominated in foreign currencies are
recognised in the Statement of Comprehensive Income.
3.3 Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with
banks, other short-term highly liquid investments with original maturities of
three months or less.
3.4 Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of ordinary shares are recognised as a deduction from
equity, net of any tax effects.
3.5 Trade payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable are
classified as current liabilities if payment is due within one year or less (or
in the normal operating cycle of the business if longer). If not, they are
presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured
at amortised cost using the effective interest method.
3.6 Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its
ordinary shares. Basic 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 year. Diluted EPS is determined
by adjusting the profit or loss attributable to ordinary shareholders and the
weighted average number of ordinary shares outstanding for the effects of all
dilutive potential ordinary shares.
3.7 Share-based transactions
Equity-settled share-based payments to those providing similar services as
employees are measured at the fair value of the equity instruments granted on
the grant date in exchange for those services and only where such services
cannot be reliably estimated directly by reference to the services supplied.
All factors considered applicable to "market participants" together with the
rights and conditions attaching to those instruments have been considered in the
determination of the fair value of equity-instruments granted.
The fair value of the equity instruments granted is expensed on a straight-line
basis over the expected vesting period and credited to equity, based on the
estimate of equity instruments that will eventually vest.
3.8 Seasonality
The Group does not currently operate in an industry where significant or
cyclical variations as a result of seasonal activity are experienced during the
financial year.
4. Segment information
Business segments
The Company raised GBPGBP4.7m net of expenses through an issue of ordinary
shares on its admission to AIM on 24 December 2009. Until such time as an
acquisition is made, the Group's sole operation will remain the seeking of a
suitable acquisition target.
Geographical segments
Marwyn Capital II Limited is domiciled in the Cayman Islands and administered in
Jersey. The Company is seeking an acquisition wholly or mainly in the UK in the
healthcare, testing and inspection and leisure sectors.
5. Share capital
In December 2009 the Company successfully placed 49m ordinary shares at 10p,
raising GBPGBP4.7m after expenses. The ordinary shares were admitted to trading
on AIM on 24 December 2009.
6. Earnings per share
Basic earnings per share
The calculation of basic earnings per share of 0.87p loss for the period from
incorporation to 30 June 2010 was based on the loss attributable to ordinary
shareholders of GBP383,569 and a weighted average number of ordinary shares
outstanding of 44,288,462.
Diluted earnings per share
The calculation of diluted earnings per share of 0.87p loss for the period from
incorporation to 30 June 2010 was based on the loss attributable to ordinary
shareholders of GBP383,569 and the weighted average outstanding ordinary shares
of 44,288,462. Shares which may be issued in future in connection with the
Participation Option are not included in the calculation of weighted average
outstanding ordinary shares for the diluted earnings per share calculation as
the effect would be anti-dilutive.
7. Related parties
Parties are considered to be related if one party has the ability to control the
other party or exercise significant influence over the other party, or the
parties are under common control or influence, in making financial or
operational decisions.
The Company is listed on AIM and as such there is no controlling party. Marwyn
Investment Management LLP is the investment manager to Marwyn Value Investors LP
which has a significant shareholding in the Company. Marwyn Investment
Management LLP is part of the Marwyn group of companies and the following
transactions concern payments and balances with related parties:
Marwyn Partners Limited charged GBPGBP35,250 in respect of rent and GBP1,361 in
respect of recharged expenses during the period. Marwyn Capital LLP charged
GBPGBP90,000 in respect of corporate finance services and GBPGBP46,335 for
recharged expenses during the period. Marwyn Investment Management LLP charged
GBPGBP120,503 in respect of recharged expenses. Axio Capital Solutions Limited
charged GBPGBP9,043 in respect of the administration of the Company during the
period.
The Company has also entered into a performance participation agreement with
Marwyn Management Partners LP (the 'Participation Option'). Marwyn Management
Partners LP has been granted an option which may be exercised to subscribe for
ordinary shares at an exercise price equal to their nominal value, subject to
certain growth and vesting conditions.
The number of ordinary shares that may be subscribed for pursuant to the
Participation Option is the number that will give Marwyn Management Partners LP
a gain equivalent to 10 percent of the increase in shareholder value, being
broadly defined as the difference between the market capitalisation of the
Company at a point in time and the aggregate placing price of all ordinary
shares issued up to that point in time.
The Participation Option may only be exercised if both the growth and vesting
conditions have been satisfied and will lapse on 24 December 2014.
8. Principal risks and uncertainties
The risks and uncertainties remain largely unchanged since the Company's
admission document was issued in December 2009. The principal risks and
uncertainties are:
Ability to complete an acquisition
The Company's future success is dependent upon its ability to identify and
execute successful acquisitions and/or investments. There can be no assurance
that the Company will be able to conclude agreements with any target business
and/or shareholders in the future. In addition, the Company may face
competition from other organisations which may be larger and/or better funded
than itself.
Disposals
The Company may make investments that it cannot realise through trade sale or
flotation at an acceptable price. Some investments may be lost through
insolvency. Any of these circumstances could have a negative impact on the
profitability and value of the Company.
Directors and employees
The Company will be highly dependent on the expertise and continued service of
the Directors. These individuals could terminate their employment agreements at
any time and their loss may have an adverse effect on the Company's business.
In addition, there is a risk that the Company will not be able to recruit
executives of sufficient expertise or experience to maximise any opportunities
that present themselves, or that recruiting and retaining those executives is
more costly or takes longer than expected. The failure to attract and retain
those individuals may adversely affect the Company's operations.
Potential dilution from the incentivisation of management and Marwyn Management
Partners LP
The Company has in place an incentivisation scheme through which the Company's
future management and Marwyn Management Partners LP will be rewarded for
increases in shareholder value, subject to certain growth and vesting
conditions. It is intended that future management will subscribe for Management
Participation Shares and the Company has also granted Marwyn Management Partners
LP the Participation Option as part of these incentivisation schemes. The
Company may purchase the Management Participation Shares either for the issue of
new ordinary shares or for cash at its discretion. The Company may also be
required to issue new ordinary shares pursuant to the Marwyn Participation
Option.
To this end the Company has the authority to issue up to 20 percent by number of
equity securities of its fully diluted issued share capital from time to time,
in order to satisfy the potential requirement to issue these ordinary shares. If
the Company elects to issue ordinary shares in order to satisfy the
incentivisation scheme, the existing Shareholders may face significant dilution.
Need for additional financing and dilution
Existing cash balances are likely to be insufficient to fund in full suitable
acquisitions and/or investments identified by the Board. Accordingly, the
Company may need to seek additional sources of financing to implement its
strategy. There can be no assurance that the Company will be able to raise those
funds, whether on acceptable terms or at all. If further financing is obtained
by issuing equity securities or convertible debt securities, existing
Shareholders may be diluted and the new securities may carry rights, privileges
and preferences superior to the ordinary shares. The Company may seek debt
finance to fund all or part of any future acquisition. There can be no assurance
that the Company will be able to raise those debt funds, whether on acceptable
terms or at all. If debt financing is obtained, the Company's ability to raise
further finance and its ability to operate its business may be subject to
restrictions.
The City Code
As it is incorporated in the Cayman Islands, the City Code does not apply to the
Company. The laws of the Cayman Islands applicable to the Company do not contain
any provisions similar to those in the City Code which are designed to regulate
the way in which takeovers are conducted.
Any person or persons acting in concert will be able to acquire shares in the
Company which, when taken together with the shares already held by them, carry
30 percent or more of the voting rights in the Company without being required to
make a general offer for the entire issued share capital of the Company.
Additionally, any party intending to acquire all or a substantial part of the
issued share capital of the Company will not be obliged to comply with the
provisions of the City Code including, for example, as to announcements,
equality of treatment for shareholders as to value and type of consideration
offered, the prohibition on favourable conditions that are not extended to all
shareholders, the information that must be sent to shareholders on a takeover,
the requirement for independent advice to be provided to the board on a takeover
and for such advice to be made known to shareholders. The Company will also not
be subject to the overall scrutiny and sanctions of the UK Panel on Takeovers
and Mergers.
Major shareholder
Approximately 41 percent of the Company's issued share capital is held by Marwyn
Value Investors LP. Marwyn Value Investors LP will therefore be able to
exercise significant control over the Company's corporate actions without
requiring the approval of the Company's other Shareholders.
Furthermore, the City Code does not apply to any further purchases of the
ordinary shares which Marwyn Value Investors LP may or may not make.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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