TIDMMACP
RNS Number : 8171N
Marwyn Acquisition Company PLC
04 October 2021
LEI number: 2138004EUUU11OVHZW75
4 October 2021
Marwyn Acquisition Company plc
(the "Company")
Publication of Annual Report & Financial Statements for the
year ended 30 June 2021
The Company announces the publication of its results for the
year ended 30 June 2021.
The Annual Report & Financial Statements are also available
on the 'Shareholder Documents' page of the Company's website at
www.marwynacplc.com .
Enquiries:
Marwyn Acquisition Company
Tel: +44(0)207 004 2700
Mark Brangstrup Watts
James Corsellis
Numis Securities Limited (Nominated Adviser and Broker)
Tel: +44(0)207 260 1000
Kevin Cruickshank
Jamie Loughborough
Marwyn Acquisition Company Plc
Annual Report and Audited Financial Statements
For the year ended 30 June 2021
CHAIRMAN'S STATEMENT AND STRATEGIC REPORT
I present to shareholders the Annual Report and Consolidated
Audited Financial Statements (the "Financial Statements") of Marwyn
Acquisition Company plc (the "Company") (formerly Wilmcote Holdings
plc) for the year ended 30 June 2021, consolidating the results of
the Company, WHJ Limited, Wilmcote Group Limited, WCH Group
Limited, Arrow US Holdings Inc and Arrow Canadian Holdings Limited
(collectively the "Group" or "MAC") .
Strategy
Marwyn Acquisition Company plc is listed on AIM on the London
Stock Exchange and was established to provide shareholders with
attractive total returns achieved through capital appreciation. The
Directors believe that opportunities exist to create significant
value for shareholders through properly executed, acquisition-led
growth strategies, in the industrials, manufacturing, engineering,
construction, building products or support services sectors. The
investment policy is included in full on the Company's website at
https://www.marwynacplc.com/investors/investment-policy/default.aspx
.
Overview of the Year
During the year, the Company has considered a number of
investment opportunities introduced to it, engaging in discussions
with target companies and management teams to explore potential
platform acquisitions, particularly those opportunities considered
most suitable to an AIM listing and providing the greatest
potential to create shareholder value.
Outlook
The Directors see the recent market disruption as having
accelerated structural change in certain sectors, with the
emergence of related investment opportunities expected to continue.
The Directors remain highly cognisant of selecting and progressing
those opportunities where the Company's structure and access to the
public markets can provide a solution not otherwise available to a
vendor, and at a valuation appropriate to the situation and
potential for shareholder value creation. Vendors are increasingly
pursuing transactions with listed acquisition companies to access
public markets. This alongside the Company's board of directors and
listing on AIM, mean that the Company is well positioned to execute
its investment strategy.
Results
The Group's loss after taxation for the year to 30 June 2021 was
GBP0.7 million (2020: GBP2.2 million). The Group incurred GBP0.7
million of administrative expenses during the year (2020: GBP2.2
million), received interest of GBP1k (2020: GBP0.01 million) and at
30 June 2021 held a cash balance of GBP5.2 million (2020: GBP6
million).
Dividend policy
It is the Board's policy that prior to the acquisition or
investment in a trading entity, no dividends will be paid. The
Company has not yet acquired a trading operation and we therefore
consider it inappropriate to make a forecast of the likelihood of
any future dividends. Following an acquisition or investment, and
subject to the availability of distributable reserves, dividends
will be paid to shareholders when the Directors believe it is
appropriate and commercially prudent to do so.
James Corsellis
Chairman
1 October 2021
REPORT OF THE DIRECTORS
The Directors present their Annual Report and audited Financial
Statements for the year to 30 June 2021.
Principal Activities
The Company was formed to acquire a platform trading asset in
the downstream and specialty chemicals sector. At the Company's
annual general meeting held on 12 December 2019, the Company's
shareholders approved a broadening of the Company's investment
policy to include investment opportunities in adjacent sectors,
reflecting the breadth of deal flow seen and a broader range of
potential investment structures.
The Company intends to focus on the industrials, manufacturing,
engineering, construction, building products and support services
sectors. We believe that opportunities exist to create value for
shareholders through a properly executed, acquisition-led strategy
in one of these sectors. We may either seek to recruit
sector-leading executive management in advance of an acquisition,
or alternatively may consider identifying acquisition opportunities
with impressive incumbent management teams that require a catalyst
to unlock growth.
Results and Dividends
For the year to 30 June 2021, the Group's loss was GBP0.7
million (2020: GBP2.2 million).
It is the policy of the Company's board of Directors (the
"Board") that prior to the Platform Acquisition, no dividends will
be paid. Following this, and subject to the availability of
distributable reserves, dividends will be paid to shareholders when
the Directors believe it is appropriate and commercially prudent to
do so.
Statement of Going Concern
The 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 for the foreseeable future.
The Group had cash resources of GBP5.2 million at 30 June 2021 and
has net assets of GBP5.2 million. The Directors have considered the
financial position of the Group and have reviewed forecasts and
budgets for a period of at least 12 months following the approval
of the Financial Statements. Subject to the structure of any
potential transaction, the Company may need to raise additional
funds for the acquisition in the form of equity and/or debt, which
has not been factored into the Director's going concern assessment
as this will be dependent on the size and nature of a future
platform acquisition. Furthermore, the Directors have considered
the expected impact of the Covid-19 pandemic on the Group's
forecast cashflows and liabilities, concluding that prior to
completing a transaction, the pandemic has no material impact on
the Group due to the nature of its operations. As a result, the
Directors have concluded that, at the date of approval of the
Financial Statements, the Company and the Group have sufficient
resources for the foreseeable future and can continue to execute
its stated strategy. Accordingly, it is appropriate to adopt the
going concern basis in the preparation of the Financial
Statements.
Financial Risk Profile
The Group's financial instruments are mainly comprised of cash,
payables and receivables that arise directly from the Group's
operations. Details of the risks relevant to the Group are included
on pages 48 to 52.
Substantial Shareholdings
The Company has been notified that the shareholders listed below
held a beneficial interest of 3 per cent. or more of the Company's
issued share capital as at the date of approval of the Financial
Statements.
Ordinary Shares Percentage
Held of Issued
Share Capital
==============================
Marwyn Investment Management
LLP 639,685,278 95.36%
================ ===============
Stated Capital
Details of the stated capital of the Company during the year are
set out in note 14 to the Financial Statements.
Directors
The Directors of the Company who served during the period
are:
James Corsellis, Executive Chairman
James brings extensive public company experience as well as
management and corporate finance expertise across a range of
sectors and an extensive network of relationships with
co-investors, advisers and other business leaders.
Previously he has served as a director of the following
companies: a non-executive director of BCA Marketplace from July
2014 to December 2017 and Advanced Computer Software from October
2006 to August 2008, Non Executive Chairman of Entertainment One
from January 2007 to March 2014 and remaining on the board as
non-executive director until July 2015, non-executive director of
Breedon Aggregates from March 2009 to July 2011 and as CEO of
icollector Plc from 1994-2001. James was educated at Oxford Brookes
University, the Sorbonne and London University.
James is currently a Managing Partner of Marwyn Capital LLP and
Marwyn Investment Management LLP. James is a non-executive director
of AdvancedAdvT Limited, and Chairman of Marwyn Acquisition Company
II Limited and Marwyn Acquisition Company III Limited. James is
also an executive director of Silvercloud Holdings Limited.
Mark Brangstrup Watts, Executive Director
Mark has many years of experience deploying private equity
investment strategies in the public markets. Mark brings his
background in strategic consultancy to the management team having
been responsible for strategic development projects for a range of
international companies including Ford Motor Company (US), Cummins
(Japan) and 3M (Europe).
Previously Mark has served as a director of the following
companies: a non-executive director of Zegona Communications Plc
from January 2015 to May 2020, BCA Marketplace from July 2014 to
December 2017, Advanced Computer Software from October 2006 to
September 2012, Entertainment One from June 2009 to July 2013,
Silverdell Plc from March 2006 to December 2013, Inspicio Holdings
Limited from October 2005 to February 2008 and Talarius Limited
September 2005 to February 2007 amongst others. Mark has a BA in
Theology and Philosophy from King's College, London.
Mark is currently a Managing Partner of Marwyn Capital LLP and
Marwyn Investment Management LLP and director of Marwyn Acquisition
Company II Limited and Marwyn Acquisition Company III Limited. Mark
is also an executive director of Silvercloud Holdings Limited.
Directors' Interests
The Directors have no direct interests in the Ordinary Shares of
the Company. The Executive Directors have interests in the
participation shares, as detailed in note 17 to the Financial
Statements.
James Corsellis and Mark Brangstrup Watts are managing partners
of Marwyn Investment Management LLP which manages 95.36 per cent.
of the issued share capital of the Company as at 30 June 2021.
James Corsellis and Mark Brangstrup Watts are also managing
partners of Marwyn Capital LLP, a firm which provides corporate
finance advice and managed services support to the Group. James
Corsellis and Mark Brangstrup Watts are the ultimate beneficial
owners of Axio Capital Solutions Limited ("Axio"), Axio provided
accounting and company secretarial services to the Company until 31
December 2020. Details of the related party transactions which
occurred during the period are disclosed in note 18.
Save for the holding of participation shares as disclosed in
note 17, no Director has or has had any interest in any transaction
which is or was unusual in its nature or conditions or significant
to the business of the Group. There were no loans or guarantees
granted or provided by the Company and/or any of its subsidiaries
to or for the benefit of any of the Directors.
Directors' Emoluments
Directors' emoluments during the year are disclosed on page
19.
Statement of Directors' Responsibilities
The directors are responsible for preparing financial statements
for each financial year which give a true and fair view, in
accordance with applicable Jersey law and International Financial
Reporting Standards, of the state of affairs of the Company and of
the profit or loss of the Company for that period. In preparing
those financial statements, the directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The directors confirm that they have complied with the above
requirements in preparing the financial statements.
The directors are responsible for keeping proper accounting
records that disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with The Companies (Jersey) Law,
1991. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
So far as the directors are aware, there is no relevant audit
information of which the Company's auditors are unaware, and each
director has taken all the steps that he or she ought to have taken
as a director in order to make himself or herself aware of any
relevant audit information and to establish that the Company's
auditors are aware of that information.
Independent Auditors
On 29 June 2021, the Company announced the appointment of Baker
Tilly Channel Islands Limited ("Baker Tilly") as the Company's
independent auditor with effect from the date of the announcement.
Baker Tilly has expressed its willingness to continue to act as
auditor to the Group and the approval of Company auditor is subject
to shareholder approval at the next Annual General Meeting.
Disclosure of Information to Auditors
Each of the Directors in office at the date the Report of the
Directors is approved, whose names and functions are listed in the
Report of the Directors confirm that, to the best of their
knowledge:
-- the Group Financial Statements, which have been prepared in
accordance with IFRS as adopted by the European Union, give a true
and fair view of the assets, liabilities, financial position and
loss of the Group;
-- the Report of the Directors includes a fair review of the
development and performance of the business and the position of the
Group and Company, together with a description of the principal
risks and uncertainties that it faces;
-- so far as he is aware, there is no relevant audit information
of which the Group's auditors are unaware; and
-- he has taken all the steps that he ought to have taken as a
Director in order to make himself aware of any relevant audit
information and to establish that the Group's auditors are aware of
that information.
On behalf of the Board
James Corsellis
Chairman
1 October 2021
CORPORATE GOVERNANCE REPORT
Overview
The Directors recognise the importance of sound corporate
governance commensurate with the size and current nature of the
Company. The Company elected to adopt the Quoted Companies Alliance
Corporate Governance Code ("QCA Code" or the "Code") and
established an Audit and Risk Committee and Nomination and
Remuneration Committee on 1 October 2018.
The Company is led by its Executive Chairman, James Corsellis
and Executive Director Mark Brangstrup Watts, who are both
knowledgeable and considered to be best placed to lead the Company
in seeking to identify either a sector-leading executive management
team in advance of an acquisition or acquisition opportunities with
impressive incumbent management teams . The biographies of the
Directors are detailed on page 4. The Company's Chairman has
responsibility for leading the Board effectively and overseeing the
Company's corporate governance model.
Based on the current composition of the Board and the nature of
the Company's ongoing activities, the Board have implemented
simplified corporate governance arrangements to best meet the needs
of the business at this time. The Directors are committed to
maintaining the appropriate levels of corporate governance for the
nature and extent of the activities of the Company and will
therefore revisit the corporate governance arrangements as the
business evolves, an executive management team is appointed, or a
Platform Acquisition has completed.
James and Mark are the sole members of the Audit and Risk
Committee and Nomination and Remuneration Committee as at the date
of this report. The Directors are aware that Committee composition
should differ to that of the Board and where possible should
consist of a majority of independent directors. The Directors are
committed to re-considering the Board and Committee composition as
the nature and activities of the Company evolves.
The purpose of this report is to broadly set out how the Company
complies with the QCA Code and explain the areas of non-compliance
(see the 'Deviations from the Code' section below). The Company
provides a detailed assessment of its compliance with the Code on
its website
https://www.marwynacplc.com/investors/Corporate-Governance/default.aspx
and will continue to provide updates on its compliance with the QCA
Code via the website and in each annual report.
Detail on the Company's strategy is included on page 2 and the
Group's principal risks are described on pages 45 to 49.
Board and Committee updates
During the year and subsequently, the Board consisted of James
Corsellis as Executive Chairman and Mark Brangstrup Watts. James
Corsellis and Mark Brangstrup Watts have significant management
expertise and extensive experience completing acquisitions in
multiple jurisdictions. The Company is currently pursing its
revised investment policy, which is set out on page 2, and it is
believed that the current directors experience makes them best
placed to lead the Company in identifying, evaluating and
completing its Platform Acquisition.
The Director's biographies are detailed on page 4 of these
Financial Statements.
The size and nature of the business will change once a sector
leading management team, or an acquisition opportunity with an
impressive incumbent management team is identified and the
Directors are committed to
re-considering the Board and Committee composition at this
time.
Board Interaction
The Board meets formally at least four times a year, but the
Directors also regularly meet on an informal basis. The Chairman is
primarily responsible for the running of the Board. The Board
understands that it is critical for Board meetings to be well
managed and balanced in order for the business to successfully
deliver and achieve its strategy. The Chairman is responsible for
the Board meeting agenda, which, for periodic meetings, is agreed
in advance of each Board meeting and prepared based on the board
annual agenda cycle and for ad hoc meetings this is agreed in
advance and published as soon as practicable. Board packs are
circulated to the Board in advance of each meeting and capture all
ongoing corporate governance requirements. The Board is presented
with papers to support its discussions including timely financial
information, investor relation information, subsidiary management
reporting and details of potential acquisition targets and deal
progress.
The Group's culture is to openly and frequently discuss any
important issues both at and outside of formal meetings.
All Board members have full access to the Group's advisers for
seeking professional advice at the Company's expense.
Board Attendance
Formal Board meetings Ad hoc Board meetings
Held Attended Held Attended
======================= ======== ======== ==============
Mark Brangstrup Watts 4 4 2 2
======== ============== ======== ==============
James Corsellis 4 4 2 2
======== ============== ======== ==============
Deviations from the Code
One of the ten principles of the QCA Code is to maintain 'the
board as a well-functioning, balanced team led by the chair'. To
achieve this principle, the QCA Code requires a balance between
executive and non-executive Directors and at least two independent
non-executive directors to be in place. The Company deviates from
the QCA Code in this respect, as the Company's Board currently
consists of two Executive Directors.
The Board believes that the Board composition is appropriate for
the Company's current operations and provides an appropriate mix of
experience, expertise and skills to support the business of the
Group in its current form. The Board remains committed to reviewing
its composition to ensure it remains appropriate as the Company's
operations evolve.
The QCA Code states that companies should have in place a board
evaluation process based on clear and relevant objectives. The
Board don't believe that it will be beneficial to undertake a board
effectiveness review whilst the board consists of two directors.
The Board intend to establish a formal board effectiveness review
once the board composition is expanded in due course.
Board Committees
On 1 October 2018, the Board established two principal
committees, the Audit and Risk Committee and the Nomination and
Remuneration Committee (the "Committees"), to assist the Board in
the execution of its duties. If the need should arise, the Board
may set up additional committees as appropriate. The Committees'
terms of reference are available on the Company's website,
www.marwynacplc.com, or by request from the Company Secretary. Each
of the Committees is authorised, at the Company's expense, to
obtain legal or other professional advice to assist in carrying out
its duties. No person other than a Committee member is entitled to
attend the meetings of these Committees, except by invitation of
the Chairman of that Committee. The Company's auditors Baker Tilly
are invited to attend meetings of the Audit and Risk Committee as
appropriate.
The current committee membership for both the Audit and Risk
Committee and the Nomination and Remuneration Committee is the same
as the Board membership, being Mark Brangstrup Watts (Chairman of
both Committees) and James Corsellis. The Directors are aware that
Committee composition should differ to that of the Board and where
possible should consist of a majority of independent directors. The
Directors are committed to re-considering the Board and Committee
composition as the nature and activities of the Company
evolves.
For the year ended 30 June 2021 the following committee meetings
were held:
Audit and Risk Committee meetings Nomination and Remuneration Committee meetings
Held Attended Held Attended
======================= ============= ================= ==============================
Mark Brangstrup Watts 4 4 2 2
============= ===================== ================= ==============================
James Corsellis 4 4 2 2
============= ===================== ================= ==============================
The Audit and Risk Committee report and Nomination and
Remuneration Committee report are included on pages 14 and 15
respectively of these Financial Statements.
The Company also recognises the importance of having systems and
procedures in place to ensure compliance by the Board, the Company,
and its applicable employees in relation to dealings in securities
of the Company and the management of inside information in
accordance with the UK market abuse regime ("UK MAR"). The Board
has established a Disclosure Committee, which currently consists of
Mark Brangstrup Watts and James Corsellis and adopted a share
dealing code for this purpose. The Directors believe that these
procedures and policies adopted by the Board are appropriate for
the Company's size and complexity and that it complies with
MAR.
Board Diversity
The Board considers diversity to be much broader than the
traditional definition which focuses on, amongst other things:
race, gender, age, beliefs, disability, ethnic origin, marital
status, religion and sexual orientation. Productive Board
discussions require a breadth of experience and perspectives
achieved through hiring board members with diverse experience.
Board directors shall be appointed in order to bring required
skills, knowledge and experience and are expected to positively
impact the chemistry and dynamics of the Board.
The Board currently consists of two directors, both of whom are
male. It is believed that the Board has the experience and skills
for the Group to either identify a sector-leading executive
management team or an acquisition opportunity with an impressive
incumbent management team. Details on the experience of the
Directors are included on page 4 of these Financial Statements.
Once an executive management team is in place/acquisition
opportunity progressed the Board and committee composition will be
revisited to ensure that it meets the changing needs of the
business. During the recruitment process for new directors, the
Nomination and Remuneration Committee will ensure that the
diversity of the Board is considered.
Risk Management and Internal Controls
The Board is responsible for establishing and maintaining the
Company's systems for both risk management and internal controls
and reviewing the effectiveness of both. Internal control systems
are designed to meet the particular needs of the Company and Group
and the particular risks to which it is exposed. The procedures are
designed to manage rather than eliminate risk and, by their nature,
can only provide reasonable but not absolute assurance against
material misstatement or loss.
The role of reviewing and challenging the risk identification
and risk management process across the business including the risks
in connection with a potential acquisition has been delegated to
the Audit and Risk Committee.
The Group does not have a separate internal audit function as
the Board does not feel this is necessary due to the current size
of the business and the simplicity and low volume of transactions,
coupled with the nature and the extent of internal controls,
management and Board oversight and involvement.
The Group has a formal and informal risk management process. The
size of the Board and the frequency in which they interact ensures
that identified risks are communicated both formally, upon review
and consideration of the risk register, and informally in regular
conversations between Directors on business operations and
strategic progress.
The risk register categorises risks into key business risks,
risks associated with the successful completion of an acquisition,
shareholder risks and financial and procedural risks. A risk
assessment has been performed identifying the potential impact and
likelihood of each risk and mitigating factors/actions have also
been identified. The risk register, including the risk assessment
is reviewed and discussed by the Audit and Risk Committee who
propose to the Board any updates for formal adoption.
Principal risks faced by the Group are explained in detail on
pages 45 to 49. The main risks faced by the Group are those which
might jeopardise the successful completion of an acquisition. MAC
has come within days of successfully completing two transactions
and as such have incurred significant transaction related costs.
Whilst the risk remains that future losses arise from the pursuit
of future transactions, the Directors consider the management of
the Company's exposure to financial costs of progressing and
securing a successful acquisition a key priority and as such have
implemented the following robust risk mitigation procedures:
-- reducing the target size of potential acquisitions to
consider taking one or more controlling or noncontrolling stakes,
in businesses with an enterprise value generally expected to be up
to GBP500 million;
-- seeking appropriate risk-sharing measures with professional
service providers and, to the extent possible, with vendors;
-- continuing the model of early stage market sounding and
consultation with potential investors throughout the transaction
process; and
-- maintaining a flexible attitude to which international
capital markets/exchanges would provide the optimal environment for
initial and future capital raising.
The Company also continues to implement financial procedures
including controls over cash management, the safeguarding of cash,
and monthly cash forecasting and budgeting. The Company also has in
place numerous internal controls in relation to financial
reporting, such as the segregation of roles between those preparing
and those reviewing financial information. In addition, the Company
has established a multi-tier review process with reviews undertaken
by individuals with the appropriate level of seniority and
experience, reducing the risk of misstatement and fraud.
Currently, the Directors are provided with summary financial
information, including a balance sheet, profit and loss and actual
cash flow.
The Board are aware of the importance of an effective risk
management process reflective of the size and complexity of the
business and believe that the processes described above are
suitable for the business in its current form. At or around the
time an operating business is acquired, the Board will review the
risks to which the new enlarged group is exposed, and an enhanced
risk management process will be put in place.
Company Culture
The Board promotes a dynamic, entrepreneurial and transparent
culture. The recruitment of highly skilled, adaptable, driven and
experienced directors are fundamental to executing the Company's
strategy. The Board therefore fosters a forum whereby openness,
constructive challenge and innovation are actively encouraged.
The Company is small, and as at the date of this report consists
of two directors. The Company's culture is therefore set by the
Board and demonstrated through Board interaction. The Chairman in
his role of leading the Board, managing Board meetings and
encouraging constructive challenge between Board members is central
to setting the tone from the top.
Once additional directors are appointed, a Board effectiveness
review will be the key method in which the Company's culture is
monitored and reviewed.
Succession Planning
Given the size, composition and nature of the Company at this
stage in its evolution, the creation and implementation of
succession plans are not considered to be appropriate or relevant
and as such no succession planning is in place. Once a Platform
Acquisition has been made, succession planning will be revisited by
the Board.
Directors' Terms of Service
The Articles of Association of the Company require that, at each
annual general meeting of the Company, one third of the Directors
retire from office and offer themselves for re-election, and each
Director shall retire from office and stand for re-election at
least every three years. Furthermore, each Director appointed in
the period since the previous annual general meeting shall stand
for election at the subsequent annual general meeting. Accordingly,
James Corsellis will retire from office at the Company's
forthcoming annual general meeting and seek to be re-elected by the
Company's shareholders. The Company is satisfied that James's
performance continues to be effective and demonstrates his ongoing
commitment to the role and as such supports his re-election.
The Directors' service contracts establish the time commitment
each Director must devote to the Company. Mark Brangstrup Watts and
James Corsellis are to devote the time necessary to ensure the
proper performance of their duties.
Continued Professional Development
The Board considers and reviews the requirement for continued
professional development. The Board undertakes to ensure that their
awareness of developments in corporate governance and the
regulatory framework is current, as well as remaining knowledgeable
of any industry specific updates. The Company's professional
advisers and, Nomad all serve to strengthen this development by
providing guidance and updates as required.
Chairman
The Chairman is responsible for leading the Board effectively
and overseeing the adoption, delivery and communication of the
company's corporate governance model. The Chairman displays a clear
vision and focus on strategy, capitalising on the skills,
experience, characteristics and qualities of the Board and
fostering a positive governance culture throughout the Group.
Company Secretary
The QCA Code provides details on the roles and responsibilities
of the Company Secretary within a Company. The Company Secretary
for the Group is Crestbridge Corporate Services Limited
("Crestbridge") who were appointed on 31 December 2020, Crestbridge
are supported by One Advisory Limited ("One") who provide company
secretarial and governance support.
Together, Crestbridge and One perform the function of Company
Secretary as outlined in the Code. The role includes preparing for
and running effective Board and Committee meetings, including the
timely dissemination of appropriate information. In addition, the
Company Secretary is responsible for assisting the Directors in
ensuring that the Group entities are managed, controlled and
administered within the parameters of their governing documents and
are compliant with regulatory compliance and filing
obligations.
Marwyn Capital LLP further supports the role of Crestbridge and
One, in respect of both the company secretarial function and the
finance function for the Group as required, ensuring open lines of
communication between all professional advisers, shareholders and
the Board.
External Advisors
Since listing the Company has pursued its investment strategy
and as such has engaged several advisors to help facilitate this. A
list of current key external service providers is included on page
50
Relationships with key resources and external advisers are
developed and maintained through an open dialogue to ensure that
the Company is able to draw upon their expertise and assistance
when required.
Conflicts of Interest
The Articles of Association of the Company provide for a
procedure for the disclosure and management of risks associated
with Directors' conflicts of interest. At each Board meeting, a
list of directorships for each Director is tabled to the meeting
with any potential conflicts being discussed in detail.
Notwithstanding that no material conflict of interest has arisen in
the period, the Board considers these procedures to have operated
effectively.
Relations with Shareholders
The Board is always available for communication with
shareholders and the Executive Directors frequently encourage
engagement constructively with current and potential shareholders.
All shareholders have the opportunity, and are encouraged, to
attend and vote at the annual general meeting of the Company during
which the Board will be available to discuss issues affecting the
Company.
Annual General Meeting
The AGM is an opportunity for shareholders to vote on certain
aspects of the Company's business. The next AGM of the Company will
be scheduled in due course and held on or before 31 December 2021.
The Financial Statements and related papers will be available on
the Company's website at www.marwynacplc.com .
AUDIT AND RISK REPORT
Audit and Risk
I present the Audit and Risk Committee Report for the year ended
30 June 2021. I have chaired the committee since establishment on 1
October 2018, with James Corsellis serving as a member throughout.
The roles and responsibilities of the Audit and Risk Committee are
set out in its terms of reference, which are available on the
Company's website and from the Company Secretary. The Audit and
Risk Committee are responsible for the:
o review and challenge of the risk identification and risk
management process across the business including the risks in
connection with a potential acquisition;
o management of relations with the external auditor to ensure
that the annual audit is effective, objective, independent and of
high quality;
o oversight of the relationship with the external auditor to
ensure it remains appropriate and, that the service is
appropriately priced; and
o review of the Company's draft corporate reporting, including
the annual report and accounts.
The Audit and Risk Committee has met four times in the year to
30 June 2021. The key matters we have discussed during this period
were the:
o review of the Company's annual report and financial statements
for the year to 30 June 2020, including the Audit and Risk
Committee Report;
o review of the audit planning documentation, reporting timeline
and audit fees;
o review of risk identification and risk management processes,
including review of updates to the Company's risk register;
o review of updates to the Company's Financial Position and
Prospects Procedures Memorandum and revised QCA Code summary,
including related updates made to the Company's website;
o review and consideration the Company's policies and procedures
including Market Abuse Regulations policy specifically noting the
application of UK MAR, the associated share dealing code, tax
evasion risk assessment and whistleblowing policy;
o consideration of the need for an internal audit department;
and
o review of the Company's interim financial statements for the
six-month period ended 31 December 2020.
In addition to the above the Audit and Risk Committee
recommended the appointment of Baker Tilly as the Company's
external auditor. Auditor independence, reputation, experience and
fee quote among other factors were considered by the Board in
determining the external auditor appointment. The total amount
recognised for non-audit services during the year was GBPnil.
In respect of the Financial Statements the Audit and Risk
Committee evaluated the audit process and the external auditor,
reviewed the going concern assumption, and considered whether the
Annual Report and Financial Statements are fair, balanced and
understandable. As part of the review, the Board received a report
from the external auditor on its audit.
Mark Brangstrup
Watts
Committee Chairman
1 October 2021
Nomination and Remuneration Report
Nomination and Remuneration Committee Chairman's Statement
I present the Nomination and Remuneration Report for the year
ended 30 June 2021. The Report includes a summary the committee's
work during the year, details of the Company's application of its
remuneration philosophy, and amounts earned by the Directors during
the current year.
I have chaired the committee since it was established on 1
October 2018 with James Corsellis serving as a member throughout
this period.
The roles and responsibilities of the Nomination and
Remuneration Committee are set out in its terms of reference, which
are available on the Company's website and from the Company
Secretary. The Nomination and Remuneration Committee are
responsible for making recommendations to the Board for the matters
set out in its terms of reference, whilst the responsibility for
establishing the Company's overall approach to remuneration lies
with the Board.
During the year, the Nomination and Remuneration Committee met
twice. The key matters we have discussed were:
o a review of the Company's terms of reference; and
o review and approval of the Nomination and Remuneration Report
for inclusion in the 30 June 2020 annual report and financial
statements.
Looking Forward
Given the current nature and activities of the Company there are
no significant proposed changes to the executive director
remuneration packages for the year ahead. However, to the extent
that the nature and size of the business changes going forward, the
Board composition will be revisited and appointments reflective of
the roles undertaken.
Mark Brangstrup Watts
Committee Chairman
1 October 2021
Introduction to Directors' Remuneration Report
The information included in this report is not subject to audit
unless specifically indicated.
The remuneration philosophy of the Company is that executive
remuneration should be simple, clear and transparent and support
the delivery of the business strategy by attracting the highest
calibre personnel. This philosophy is reflected in our remuneration
structure.
The Board feels very strongly that the Directors' remuneration
should be linked to the creation and delivery of attractive returns
to shareholders. Although the Board feels it is important to
remunerate senior executives through their basic pay and benefits
at market levels commensurate with their peers, the participation
share scheme has been designed to provide ongoing remuneration in
alignment with shareholders' interests. The participation share
scheme has been in place since before the Company's IPO and the
appropriateness of its current terms and structure will continue to
be assessed in light of circumstances at the time of appointing a
new executive management team or completing a platform
acquisition.
Participation Share Scheme
The Directors believe that the success of the Company will
depend to a high degree on the future performance of its management
team. The Company established incentive arrangements which will
only reward the participants if shareholder value is created,
thereby aligning the interests of management directly with those of
shareholders (the "Participation Share Scheme").
The Company has in place an executive incentive scheme (the
"Management LTIP") through which members of the previous management
team were to be rewarded for increases in shareholder value,
subject to certain conditions including a preferred return for
Shareholders being satisfied. As at the date of this report there
are no members of the Management LTIP, however the Company expects
that, once appointed, the new management team will be party to a
long term incentive scheme whose structure will be based on the
Management LTIP.
Under the Management LTIP, participants subscribe for A1 Shares
in WHJ Limited ("WHJL") which they can give notice to redeem
between the third and fifth anniversaries of the Platform
Acquisition (or earlier if there is an exit event). Subject to
delivering a compound annual growth rate on Shareholders' invested
capital in the Company (taking dividends and any prior return of
capital into account) equal to or greater than 10 per cent. per
annum (the "Shareholder Preferred Return"), the A1 Shares may be
redeemed for an aggregate value equivalent to 10 per cent. of the
excess of the market value of the Company (adjusted for any
dividends or capital returns) over and above its aggregate paid up
share capital (the "Shareholder Value Growth").
Upon receipt of a notice to redeem to WHJL, the Company and the
holders of A1 Shares will have the right to elect that the A1
Shares that would otherwise have been redeemed are instead
exchanged for Ordinary Shares. If Ordinary Shares are issued to
satisfy the redemption of A1 Shares, Shareholders will experience
dilution at the time of any redemption by reference to a fixed
proportion of the Shareholder Value Growth they will have benefited
from. If neither the Company nor the holders of A1 Shares exercise
such right, the holders of A1 Shares will receive cash, which would
instead reduce the Company's cash resources on an equivalent
basis.
In addition, Marwyn Long Term Incentive LP ("MLTI"), in which
James Corsellis and Mark Brangstrup Watts are beneficially
interested, has subscribed for A2 Shares in WHJL (the "Marwyn
Performance Shares"). The Marwyn Performance Shares are intended to
reward Marwyn for its central role in the formation of the Company,
completion of the Platform Acquisition and ongoing involvement in
the development and execution of the Company's strategy to deliver
value to all Shareholders, taking into account Marwyn's track
record of shareholder value creation. In the event that the
Shareholder Preferred Return on all equity invested has been
satisfied between the third and fifth anniversary of the Platform
Acquisition (or earlier if there is an exit event), MLTI will be
entitled to redeem the Marwyn Performance Shares for five per cent.
of the Shareholder Value Growth at the time of giving such notice
for cash or Ordinary Shares on the same basis as the A1 Shares. If
Ordinary Shares are issued to satisfy the redemption of the Marwyn
Performance Shares, Shareholders will experience dilution at the
time of any redemption by reference to a fixed proportion of the
Shareholder Value Growth they will have benefited from. If they are
redeemed in cash, the redemption would instead reduce the Company's
cash resources on an equivalent basis.
The Management LTIP and Marwyn Performance Shares have been
designed to align the Company's shareholders' interests and the
shareholders' expected typical ownership period. The Board strongly
believes that this clear and transparent incentive framework is
aligned with the Company's strategy for growth and provides a
strong platform for the future success of the Company. The design
of the Participation Share Scheme and any replacement scheme will
ensure that it is:
Clear Performance of management will only be rewarded where the Company's strategy has been
effectively
implemented and long-term Shareholder value has been created. Creating value for
Shareholders
will create value for participants in the scheme.
Simple Management will be entitled to 10 per cent. of the growth in Shareholder value,
subject to
a preferred return of 10 per cent. per annum growth on all equity invested having
been achieved.
All returns to Shareholders and further equity raises are included in the calculation
of growth
in value to ensure all management actions during the life of the relevant performance
period
are taken into account.
With the information required to calculate the value of the scheme being publicly
available,
its value can be easily understood by all stakeholders.
======================================================================================
Proportional The greater the Shareholder value created over a period of three to five years from
the date
of the Platform Acquisition, the greater the potential reward for management under
the scheme.
This correlation drives management to deliver performance sustainable over the long
term.
======================================================================================
Aligned with Shareholders Management are not entitled to any rewards under the Management LTIP unless the
Shareholder
Preferred Return has been achieved. In addition, management are only rewarded under
the scheme
if the Shareholder Preferred Return is satisfied after the third anniversary of the a
cquisition
(unless there has been an exit event) and prior to the fifth anniversary.
Management's focus on developing the Company in line with its stated strategy and
delivering
long-term sustainable performance is wholly aligned with the interests of
Shareholders.
The basis of the calculation of growth in value considers all amounts invested by and
returned
to Shareholders during the relevant performance period, thereby reflecting the
ongoing commitments
made by, and returns generated for, Shareholders over that period.
======================================================================================
Aligned with Company Strategy The scheme value will be created over the period following the Platform Acquisition
as the
Company implements its strategy. This is mirrored in the vesting period with awards
only being
capable of exercise if the Shareholder Preferred Return is satisfied after the third
anniversary
of the Platform Acquisition (unless there has been an exit event) and prior to the
fifth anniversary.
It is expected that awards under the scheme will be satisfied by the issue of new
Ordinary
Shares to participants rather than by cash payment, with those new Ordinary Shares
(net of
such new Ordinary Shares as need to be sold to settle tax liabilities associated with
the
award) being subject to a 12-month lock-up. This will further incentivise management
to deliver
outperformance following the exercise of their awards, and for an aggregate period of
up to
six years following the Platform Acquisition.
Leaver conditions apply to the scheme such that any participant who ceases to be an
employee
of the Company and thereby delivering value to Shareholders prior to the third
anniversary
of the Platform Acquisition will (depending on the reason for such person ceasing to
be an
employee) forfeit some or all of their entitlement under the scheme.
======================================================================================
More detail on the Management LTIP and Marwyn Performance Shares
is included in note 17 of these Financial Statements.
It is anticipated that the exercise of the Management LTIP or
Marwyn Performance Shares will result in management receiving
Ordinary Shares in the Company. Those shareholdings could be
substantial and should further align management and
shareholders.
Directors' Basic and Performance Related Pay:
The below table sets out the remuneration of each Director
during the year and prior period:
For the 12 month period ended 30 June 2021 James Corsellis Mark Brangstrup Watts
GBP'000 GBP'000
Salary 8 8
================ ======================
8 8
================ ======================
For the 12 month James Mark Brangstrup Adrian Kevin John McAdam*
period ended 30 June Corsellis Watts Whitfield* Dangerfield* GBP'000
2020 GBP'000 GBP'000 GBP'000 GBP'000
Salary 8 8 273 283 40
=========== ================ ============ ============== =============
Taxable benefits - - 3 3 -
Payment in lieu of - - - 20 -
pension
8 8 276 306 40
=========== ================ ============ ============== =============
*Adrian Whitfield, Kevin Dangerfield and John McAdam left the
Company on 21 October 2019 and included in the above are amounts
payable to these directors under the terms of their termination
agreements as applicable.
There was no change to the remuneration package of James
Corsellis and Mark Brangstrup Watts during the year. Neither James
nor Mark receive any taxable benefits.
John McAdam was appointed as Director effective 1 October 2018
and subsequently stepped down from this position on 21 October
2019. His annual salary was GBP50,000 which is considered to be
market rate for an independent non-executive director of a business
of this nature. Under the terms of John's service agreement he was
entitled to six months' notice, and this was paid in full on his
departure.
Adrian Whitfield stepped down from his position as CEO of the
Company on 21 October 2019. Adrian's remuneration package included
an annual salary of GBP300,000 per year and a contractual bonus of
GBP100,000. Adrian also participated in the Management LTIP. Under
the terms of Adrian's settlement agreement, he received GBP198,000
on his departure from the Company and was reimbursed for the cost
of his Management LTIP.
Kevin Dangerfield was appointed as director of the Company on 1
July 2019. Kevin's remuneration package included an annual salary
of GBP350,000 per annum, along with an annual discretionary bonus
as decided by the Nomination and Remuneration Committee. Kevin was
also entitled to a payment of 20 per cent of salary in lieu of
contributions to the Company's pension scheme and an annual car
allowance of GBP11,000. On Kevin's departure from the Company he
was paid GBP175,000 in lieu of notice, equivalent to six months'
pay and reimbursed for the cost of his Management LTIP.
Director Service Contract Provisions
New director and senior management service contracts are
prepared alongside the Company's legal counsel, and new
practices/guidance are considered at the point these are
drafted.
The employment contracts set out clearly the notice period,
termination clauses and claw black clauses for each of the
Directors. In all instances directors are required to step down
from their position should this be voted for by the
shareholders.
Legal advisors were engaged to assist with the termination of
Adrian Whitfield, Kevin Dangerfield and John McAdam's employment
contracts during the prior year.
Shareholder Vote
At the 2020 AGM, 95.7% of shareholders who voted on the
resolution for the re-election of Mark Brangstrup Watts voted in
favour.
Performance Evaluation
Set out on page 8 of the Report of the Directors, the board
effectiveness review will take place once additional board members
are appointed.
Comparison Against Market Performance
The Company does not yet own an operating business, and as such
an illustration of the Company's share price as a comparison to the
market is not presented within this report. No performance related
bonuses have been paid within the year or prior year.
Risks
The Board are mindful of the potential risks associated with its
remuneration policy. The Board aims to provide a structure that
encourages an acceptable level of risk-taking (by benchmarking
against shareholder returns) and an optimal remuneration mix. The
Board has considered the risk involved in the Participation Share
Scheme and is satisfied that the Company's governance procedures
mitigate these risks appropriately.
The Board seeks to ensure that its approach to remuneration
drives behaviour aligned to the long-term interests of the Company
and its shareholders.
Looking Ahead
The Directors are seeking to identify a sector-leading executive
management team in advance of a Platform Acquisition or identify
acquisition opportunities with impressive incumbent management
teams.
Once the Company has made its first acquisition, the objectives
of the enlarged Group will be established; at this point the
Directors' service contracts will be revisited and as part of this
process the Nomination and Remuneration Committee will consider the
most appropriate key performance indicators for the Directors.
On behalf of the Board
James Corsellis
Chairman
1 October 2021
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF MARWYN ACQUISITION
COMPANY PLC
Opinion
We have audited the consolidated financial statements (the
"Financial Statements"), included within the Annual Report and
Financial Statements (the "Annual Report") of Marwyn Acquisition
Company plc (formerly Wilmcote Holdings plc) (the "Company", and
together with its subsidiaries the "Group") for the year ended 30
June 2021 which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Financial
Position, the Consolidated Statement of Cash Flows, the
Consolidated Statement of Changes in Equity and the related notes
including a summary of significant accounting policies. The
financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards as adopted by the European Union ("IFRS").
In our opinion, the financial statements:
-- give a true and fair view of the state of the Group's affairs
as at 30 June 2021 and of its loss for the year then ended;
-- have been properly prepared in accordance with IFRS; and
-- have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Group
in accordance with the ethical requirements that are relevant to
our audit of the Financial Statements, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
opinion.
Other matter
The Financial Statements of the Group for the year ended 30 June
2020 were audited by the previous auditor, as listed on the
Advisers page, who expressed an unmodified opinion on those
consolidated financial statements on 3 November 2020.
An overview of the scope of our audit
Our audit approach is risk based and focuses on identification
of key business risks and those areas of operation that are
considered significant to the results for the year and the position
at the balance sheet date. It focuses on the robustness and
effectiveness of the Group's internal control environment
established by management to ensure sound operational and financial
control and the mitigation of risk.
The audit approach is a balance between systems and controls
reliance, analytical review and detailed substantive testing
(including obtaining independent third-party confirmations) and is
determined by assessment of the internal control environment and
factors influencing inherent risk.
During our preliminary and planning phases of our audit, we
gained an understanding of the business environment, including
internal controls at the administrator, along with the Board of
Directors and respective Committees (referred to for purposes of
this document as "management") where these are relevant to the
audit.
This ensured a robust and efficient audit at the execution
stage. Where possible, we seek to validate and subsequently place
reliance on the controls that are in place, in order to increase
the efficiency of our audit work. Our audit comfort comes from
evaluating and validating how management monitor and control the
business and financial risks.
Based on our understanding of the business mentioned above, we
undertook substantive testing on significant balances, transactions
and disclosures in line with our risk assessment including the
results of the work performed at the planning phase.
The Group comprises the Company and five wholly owned
subsidiaries. We performed a full scope audit of the Company and
the Group consolidation. All other components were considered
immaterial. Taken together, the audit scope accounted for 100% of
the Group's total assets and 99% of the Group's total comprehensive
loss.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the Financial
Statements of the current year and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest
effect on: the overall audit strategy; the allocation of resources
in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the
Financial Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified in our
audit.
Significant risks and our response
(i) Financial Statement Disclosures
This is our first year as auditors for the Group, so we needed
to obtain comfort that the accounting policies followed are
appropriate. The risks are as follows:
-- Risk of non-compliance with IFRS;
-- Incorrect application or interpretation of accounting
standards causing material misstatement; and
-- Risk of non-compliance with other disclosure requirements,
such as London Stock Exchange's AIM Rules for Companies, the QCA
code and other applicable legislation and regulations in force.
Our response
Our audit procedures with respect to this risk included, but
were not limited to:
-- Multiple layers of review of the financial statements by
appropriately experienced staff; and
-- Review of the Annual Report using specialist software to
assess the adequacy and completeness of financial statement
disclosures.
We have no issues to note from our testing.
(ii) Management override of controls
There is a risk of management override of controls to achieve
certain predetermined outcomes in the Financial Statements and the
execution of transactions.
Our response
Our audit procedures with respect to management override of
controls included, but were not limited to:
-- Review of all minutes of meetings of the Board of Directors;
-- Journal entry testing including enquiry and agreeing to
source documents for significant management journals, unusual
journals, year end journals and post year end journals; and
-- Review of the general control environment, including
walkthroughs of adequate controls which reduce the risk of
management override of controls.
We have no issues to note from our testing.
(iii) Covid-19
The COVID-19 pandemic has caused significant economic
uncertainty across the globe, leading to declines in global
markets. This could impact the Group directly when considering the
impact on the appropriateness of the going concern basis of
accounting. The ability of the Group to make investments may also
be adversely impacted.
Our response
The audit team recognises the uncertainty arising globally as a
result of COVID-19. We performed the following to assess the
Group's going concern status:
-- Review of the balance sheet position and cash flow forecasts
for a period at least 12 months from the date of signing the
financial statements; and
-- Critically assess the reasonableness of these forecasts and perform sensitivity analysis.
Global markets generally appear to have rebounded well following
the initial impact of Covid-19, and the audit team considers the
going concern basis of accounting to be an appropriate and
reasonable basis on which to prepare the Financial Statements.
Our application of materiality
In accounting terms, a material error is one that, if it were
unadjusted, would cause a user of the financial statements to alter
their view of those statements or the results or the financial
position of the entity being reported on. Materiality, therefore,
is incapable of monetary definition since it has both quantitative
and qualitative elements. Auditors examine accounts on a test
basis. The level of testing we have carried out is based on our
assessment of the risk that an item in the Financial Statements may
be materially misstated.
We assess risk both at the overall financial statement level and
at the individual item level. The nature and volume of audit work
we have conducted is directly related to our risk assessments. We
plan the audit to determine the extent of testing needed to reduce
to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements does not exceed
materiality for the Financial Statements as a whole.
In making our assessment and being cognisant of the challenges
of defining materiality, we considered a threshold of GBP52,000 to
be an indicator of materiality for the Financial Statements as a
whole. This threshold was based on approximately 1% of total
assets. Assets are considered to be the most important benchmark
for the primary users of the Financial Statements. Performance
materiality has been determined as 70% of our materiality
threshold. This has been determined with regard to the Company
being listed on AIM and the fact that this is a first-year
audit.
We have reported, to the Audit and Risk Committee, all corrected
and uncorrected misstatements we identified through our audit with
a value in excess of our trivial threshold of GBP2,600, in addition
to other audit misstatements below that threshold that we believe
warranted reporting on qualitative grounds.
All components within the Group were audited to the Group
materiality disclosed above. There were no balances within the
components that required a separate component materiality.
Conclusions relating to going concern
In auditing the Financial Statements, we have concluded that the
Directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Based on
the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group and
Company's ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue. Our responsibilities and the responsibilities
of the Directors with respect to going concern are described in the
relevant sections of this report.
Other information
The other information comprises the information included in the
Annual Report, other than the audited financial statements and our
auditor's report thereon. The Directors are responsible for the
other information. Our opinion on the Financial Statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the Financial Statements or our knowledge
obtained in the course of the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine
whether there is a material misstatement in the financial
statements themselves. If, based on the work performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this
regard.
Matters on which we are required to report by exception
In light of our knowledge and understanding of the Group and its
environment obtained in the course of the audit, we have not
identified material misstatements in the Directors' report.
We have nothing to report in respect of the following matters
where the Companies (Jersey) Law 1991, as amended, requires us to
report to you if, in our opinion whether:
-- proper accounting records have not been kept by the Group;
-- proper returns adequate for the audit have not been received
from branches not visited by us;
-- t he Group's accounts are not in agreement with the accounting records and returns; and
-- we have not obtained from the Group all information and
explanation that, to the best of our knowledge and belief, was
necessary for the audit.
Responsibilities of Directors
As explained more fully in the statement of Directors'
responsibilities on page 5, the Directors are responsible for the
preparation of the Financial Statements and for being satisfied
that they give a true and fair view, and for such internal control
as the Directors determine necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the Financial Statements, the Directors are
responsible for assessing the Group's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these Financial
Statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
-- Enquiry of management to identify any instances of
non-compliance with laws and regulations, including actual,
suspected or alleged fraud;
-- Reading minutes of meetings of the Board of Directors;
-- Review of legal invoices;
-- Review for undisclosed related party transactions;
-- Undertaking journal testing, including an analysis of manual
journal entries to assess whether there were large and/or unusual
entries pointing to irregularities, including fraud.
-- We performed analytical procedures on significant and
material balances, notably being financial assets and equity,
corroborating the information therein with underlying agreements;
and
-- W e confirmed bank balances to third party confirmations and
reviewed the controls associated with the bank reconciliations and
processing of payments.
A further description of our responsibilities for the audit of
the financial statements is available on the Financial Reporting
Councils website at www.frc.org.uk/auditorsresponsibilities . This
description forms part of our auditor's report.
Use of this report
This report is made solely to the Members of the Company, as a
body in accordance with Article 113A of the Companies (Jersey) Law
1991 and for no other purpose. Our audit work has been undertaken
so that we might state to the Members those matters we are required
to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Members, as a body, for our
audit work, for this report, or for the opinions we have
formed.
Sandy Cameron
For and on behalf of Baker Tilly Channel Islands
Limited
Chartered Accountants
St Helier, Jersey
Date: 1 October 2021
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended Year ended
30 June 30 June
2021 2020
Note GBP'000 GBP'000
Administrative expenses 7 (699) (2,217)
Operating loss (699) (2,217)
Finance income 5 1 9
Loss before income taxes (698) (2,208)
Income tax 8 - -
========== ==========
Loss for the year (698) (2,208)
Total other comprehensive income - -
Total comprehensive loss for the year (698) (2,208)
========== ==========
Loss per ordinary share GBP GBP
Basic and diluted 9(0.001) (0.006)
The Group's activities derive from continuing operations.
The notes on pages 31 to 44 form an integral part of these Financial Statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
30 June 30 June
2021 2020
Note GBP '000 GBP '000
Current assets
Other receivables 11 29 20
Cash and cash equivalents 12 5,222 5,962
-------- --------
Total current assets 5,251 5,982
Total assets 5,251 5,982
======== ========
Equity and liabilities
Equity
Stated capital 14 30,792 30,792
Share-based payment reserve 15 205 205
Accumulated losses (25,837) (25,139)
-------- --------
Total equity attributable to equity holders 5,160 5,858
Current liabilities
Trade and other payables 13 91 124
-------- --------
Total liabilities 91 124
Total equity and liabilities 5,251 5,982
-------- --------
The notes on pages 31 to 44 form an integral part of these Financial Statements.
The Financial Statements were approved by the Board of Directors
on 1 October 2021 and were signed on its behalf by:
James Corsellis Mark Brangstrup Watts
Chairman Executive Director
The notes on pages 31 to 44 form an integral part of these Financial Statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share based
Stated payment Accumulated Total
Note capital reserve losses equity
---------- -------------- ------------ --------
GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1
July 2019 24,370 288 (23,362) 1,296
Issue of shares 14 6,500 - - 6,500
Share issue costs (78) - - (78)
Loss and total comprehensive
loss for the year - - (2,208) (2,208)
Share-based payment
expense 17 - 348 - 348
Cancellation of
shares 17 - (431) 431 -
---------- -------------- ------------ --------
Balance as at 30 June
2020 30,792 205 (25,139) 5,858
========== ============== ============ ========
Share based
Stated payment Accumulated Total
Note capital reserve losses equity
---------- -------------- ------------ --------
GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1
July 2020 30,792 205 (25,139) 5,858
Loss and total comprehensive
loss for the year - - (698) (698)
Balance as at 30 June
2021 30,792 205 (25,837) 5,160
========== ============== ============ ========
The notes on pages 31 to 44 form an integral part of these
Financial Statements.
CONSOLIDATED STATEMENT OF CASHFLOWS
For the year For the
ended year ended
30 June 30 June
2021 2020
Note GBP'000 GBP'000
Operating activities
Loss for the year (698) (2,208)
Adjustments to reconcile total operating
loss to net cash flows:
Deduct finance income (1) (9)
Add back depreciation expense - 1
Add back loss on disposal of fixed asset - 1
Add back share-based payment expense 17 - 348
Working capital adjustments:
(Increase)/decrease in receivables (9) 210
Decrease in trade and other payables (33) (6,301)
Interest received 1 9
Net cash flows used in operating activities (740) (7,949)
------------ -----------
Financing activities
Proceeds from issue of ordinary shares 14 - 6,500
Costs directly attributable to equity
raise - (78)
Payment on cancellation of WHJ Limited
A shares - (36)
Net cash flows received/used in financing
activities - 6,386
------------ -----------
Net decrease in cash and cash equivalents (740) (1,563)
Cash and cash equivalents at the beginning
of the year 5,962 7,525
------------ -----------
Cash and cash equivalents at the end
of the year 12 5,222 5,962
============ ===========
The notes on pages 31 to 44 form an integral part of these
Financial Statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Marwyn Acquisition Company Plc ("Marwyn", or the "Company"), an
"investing company" for the purposes of the AIM Rules for Companies
("AIM Rules"), is incorporated in Jersey (company number 123424)
and domiciled in the United Kingdom. It is a public limited company
with its registered office at 47 Esplanade, St Helier, Jersey, JE1
0BD and is registered as a UK establishment (BR019423) with its
address at 11 Buckingham Street, London, WC2N 6DF. The Company is
the parent (directly and indirectly) of a number of subsidiaries
(together with the Company, collectively the "Group"), as detailed
in note 10. The activity of the Company is the acquisition and
subsequent development of assets engaged in the industrials,
manufacturing, engineering, construction, building products or
support services sectors.
2. ACCOUNTING POLICIES
(a) Basis of preparation
The Financial Statements for the year ended 30 June 2021 and the
comparative year to 30 June 2020 have been prepared in accordance
with International Financial Reporting Standards and IFRS
Interpretations Committee interpretations as adopted by the
European Union (collectively, "IFRS") and are presented in British
pounds sterling, which is the presentational currency of the Group
and the functional currency and presentational currency of the
Company. All values are rounded to the nearest thousand (GBP000)
except where otherwise indicated. The Financial Statements have
been prepared under the historical cost convention.
The principal accounting policies adopted in the preparation of
the Financial Statements are set out below. The policies have been
consistently applied throughout the periods presented.
(b) Going concern
The 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 for the foreseeable future.
The Group has net assets of GBP5.2m at the statement of financial
position date, which includes cash of GBP5.2m. T he Directors have
considered the expected impact of the Covid-19 pandemic on the
Group's forecast cashflows and liabilities, concluding that prior
to completing a transaction, the pandemic has no material impact on
the Group due to the nature of its operations. As such the
Directors are comfortable that the Company has significant and
sufficient cash reserves to pursue its investment strategy and have
concluded that it remains appropriate to use the going concern
basis of accounting for the Financial Statements. Subject to the
structure of an acquisition, the Company may need to raise
additional funds for an acquisition in the form of equity and/or
debt.
(c) New standards and amendments to International Financial Reporting Standards
Standards, amendments and interpretation effective and adopted
by the Group:
The accounting policies adopted in the presentation of these
Financial Statements reflect the adoption of the below listed new
standards, amendments and interpretations effective for periods
beginning on or after 1 January 2019: IFRS 16 Leases, Amendments to
IAS 28: Long-term Interests in Associates and Joint Ventures and
IFRIC 23 Uncertainty over Income Tax Treatments. None of these new
standards, amendments or interpretations have had a material impact
on the Group.
Standards, amendments and interpretations 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 currently expected that these standards
will have a material impact on the Group.
Standard Effective date
Onerous Contracts - Cost of Fulfilling a Contract 1 January 2022
(Amendments to IAS 37);
Property, Plant and Equipment: Proceeds before 1 January 2022
Intended Use (Amendments to IAS 16);
Annual Improvements to IFRS Standards 2018-2020 1 January 2022
(Amendments to IFRS 1, IFRS 9, IFRS 16 and
IAS 41);
Amendments to IFRS 3: References to Conceptual 1 January 2022
Framework;
Amendments to IAS 1 Presentation of Financial 1 January 2023
Statements: Classification of Liabilities as
Current or Non-current*
Disclosure of accounting policies (Amendments 1 January 2023
to IAS 1)*;
Definition of accounting estimates (Amendments 1 January 2023
to IAS 8)*;
Amendments to 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 consolidated financial information.
(e) Financial instruments - initial recognition and subsequent measurement
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 Group'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 to date have been 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 cash and cash equivalents and other receivables. These
assets are 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, loans
and borrowings or as payables, as appropriate. All financial
liabilities are recognised initially at fair value and, in the case
of payables, net of directly attributable transaction costs. The
Group's financial liabilities comprise of trade and other
payables.
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.
(f) Cash and cash equivalents
Cash and cash equivalents comprise cash balances at banks.
(g) Stated capital
Ordinary shares are classified as equity . Incremental costs
directly attributable to the issue of new shares are recognised in
stated capital as a deduction from the proceeds.
(h) 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 period. Taxable profit differs from profit reported in the
consolidated statement of comprehensive income because some items
of income and expense are taxable or deductible in different years,
or may never be taxable or deductible. Current tax is the expected
tax payable on the taxable income for the period. The Group's
current tax is calculated using tax rates enacted or substantially
enacted at the balance sheet date, and any adjustment to taxes
payable in respect of previous periods.
Deferred tax is the tax expected to be payable or recoverable in
the future arising from temporary differences between the carrying
amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit. Deferred tax is accounted for 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 no longer probable that the related tax
benefit will be realised.
(i) Pension benefits
During prior years, the Group has paid contributions to
externally-administered pension plans on behalf of employees. The
Group has no further payment obligations once the contributions
have been paid. The contributions are recognised as an expense
using the accruals basis. No pension payments have been made in the
current year.
(j) Loss per ordinary share
The Group presents basic earnings per ordinary 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 period. Diluted EPS is calculated by
adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary
shares.
(k) Share based payments
The A1 Shares in WHJ Limited ("WHJL") (the "A1 Shares" or the
"Participation Shares") and the A2 Shares in WHJL (the "A2 Shares")
represent equity-settled share-based payment arrangements under
which the Group receives services as a consideration for the
additional rights attached to these equity shares, over and above
their nominal price.
Equity-settled share-based payments to certain of the 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.
The dilutive effect of outstanding share-based payments is
reflected as share dilution in the computation of diluted EPS.
3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group's Financial Statements under IFRS
requires the Directors to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities. Estimates and
judgements are continually evaluated and are based on historical
experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates.
Significant estimates
For the year ended 30 June 2021 and the comparative year end,
the Directors do not consider that they have made any significant
estimates which would materially affect the balances and results
reported in these Financial Statements.
Significant judgements
For both the year ended 30 June 2021 and the comparative year
end, the Directors do not consider that they have made any
significant judgements 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 acquired an operating
business, the Board of Directors considers the Group as a whole for
the purposes of assessing performance and allocating resources, and
therefore the Group has one reportable operating segment.
5. FINANCE INCOME
For the year For the year
ended 30 June ended 30 June
2021 20 20
GBP'000 GBP'000
Interest on bank deposits 1 9
-------------- --------------
1 9
============== ==============
6. EMPLOYEES AND DIRECTORS
(a) Employment costs for the Group during the year:
For the year For the year
ended 30 June ended 30 June
2021 2020
GBP'000 GBP'000
Wages and salaries 16 651
Social security costs - 86
Short term employment benefits - 1
Other employment related expenses - 3
-------------- --------------
Total employment costs expense 16 741
============== ==============
Included within wages and salaries is GBP16,000 directors
salaries which was paid to James Corsellis and Mark Brangstrup
Watts (2020 : GBP16,000).
(b) Key management compensation
The Board considers the Directors of the Company, to be the key
management personnel of the Group. Details of the amounts paid to
key management personnel are detailed in the Nomination and
Remuneration Report on pages 16 to 20.
(c) Employed persons
The average monthly number of persons employed by the Group
(including Directors) during the year was as follows:
For the year For the year
ended 30 June ended 30 June
2021 2020
number number
Directors 2 3
2 3
============== ==============
7. ADMINISTRATIVE EXPENSES
For the year For the year
ended 30 June ended 30 June
2021 2020
GBP'000 GBP'000
Group expenses by nature
Employment costs 16 741
Travel and entertaining - 11
Office costs 1 31
Professional support 672 1,074
Share-based payment expenses - 348
Other expenses 10 12
699 2,217
============== ==============
8. INCOME TAX
For the year For the year
ended 30 June ended 30 June
2021 2020
GBP'000 GBP'000
Analysis of tax in year
Current tax on loss for the year - -
-------------- --------------
Total current tax - -
============== ==============
Reconciliation of effective rate and tax charge:
For the year For the year
ended 30 June ended 30 June
2021 2020
GBP'000 GBP'000
Loss on ordinary activities before
tax (698) (2,208)
-------------- --------------
Loss multiplied by the rate of corporation
tax in the UK of 19 per cent (2020:
19 per cent). (133) (420)
Effects of:
Expenses not deductible for tax 13 -
Tax losses not utilised 120 420
Total taxation charge - -
============== ==============
The Group is tax resident in the UK. As at 30 June 2021,
cumulative tax losses available to carry forward against future
trading profits were GBP25.8m (2020: GBP25.1m) subject to agreement
with HM Revenue & Customs. Prior to a Platform Acquisition,
there is no certainty as to future profits and no deferred tax
asset is recognised in relation to these carried forward losses.
Under UK Law, there is no expiry for the use of tax losses.
9. LOSS PER ORDINARY SHARE
Basic EPS is calculated by dividing the profit attributable to
equity holders of the company by the weighted average number of
ordinary shares in issue during the period. Diluted EPS is
calculated by adjusting the weighted average number of ordinary
shares outstanding to assume conversion of all dilutive potential
ordinary shares. The weighted average number of shares has not been
adjusted in calculating diluted EPS as there are no instruments
which have a current dilutive effect.
Refer to note 17 for instruments that could potentially dilute
basic EPS in the future.
For the year For the year
ended 30 June ended 30 June
2021 2020
Loss attributable to owners of the
parent (GBP'000) (698) (2,208)
Weighted average number of ordinary
shares in issue 670,833,336 377,800,549
Weighted average number of ordinary
shares for diluted EPS 670,833,336 377,800,549
Basic and diluted loss per ordinary
share (GBP) (0.001) (0.006)
10. SUBSIDIARIES
Subsidiary undertakings of the Group
The Company owns, directly or indirectly, the whole of the
issued and fully paid ordinary share capital of its subsidiary
undertakings. The subsidiary undertakings of the Company and Group
as at 30 June 2021 are:
Subsidiary Nature of business Country Proportion Dissolution Proportion
of incorporation of ordinary Date of ordinary
shares held shares
directly held by
by parent the Group
------------------- ---------------------- ------------------- ------------- ------------ -------------
Incentive
WHJ Limited vehicle Jersey 100% - 100%
27 April
WCH Group Limited Dormant company England 100% 2021 100%
Wilmcote Group 18 May
Limited Dormant company England 0% 2021 100%
Arrow US Holdings US acquisition United 11 Jan
Inc company States 0% 2021 100%
Arrow Canadian Canadian acquisition 26 Jan
Holdings Limited company Canada 0% 2021 100%
There are no restrictions on the Company's ability to access or
use the assets and settle the liabilities of the Company's
subsidiaries. Arrow US Holdings Inc and Arrow Canadian Holdings
Limited were established as US and Canadian acquisition vehicles
for Project Arrow.
The registered office of WHJ Limited is 47 Esplanade, St Helier,
Jersey, JE1 0BD. The registered office of Wilmcote Group Limited
and WCH Group Limited was 11 Buckingham Street, London, WC2N 6DF up
until the date of dissolution. The registered address for Arrow US
Holdings Limited was 1209 Orange Street, Wilmington, New Castle,
Delaware, 19801 up until the date of dissolution. The registered
address for Arrow Canadian Holdings Limited was 1055 West Hastings
Street, Suite 1700, Vancouver, BC, V6E 2E9, up until the date of
dissolution.
11. OTHER RECEIVABLES
As at As at
30 June 30 June
2021 2020
GBP'000 GBP'000
Amounts receivable within one year:
Prepayments 19 16
VAT receivable 10 4
-------- --------
29 20
======== ========
12. CASH AND CASH EQUIVALENTS
As at As at
30 June 30 June
2021 2020
GBP'000 GBP'000
Cash and cash equivalents
Cash at bank 5,222 5,962
-------- --------
5,222 5,962
======== ========
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. The utilisation of credit limits is regularly
monitored.
13. TRADE AND OTHER PAYABLES
As at As at
30 June 30 June
2021 2020
GBP'000 GBP'000
Amounts falling due within one year:
Trade payables 53 82
Accruals 38 42
91 124
======== ========
14. STATED CAPITAL
As at As at
30 June 30 June
2021 2020
GBP'000 GBP'000
Authorised
Unlimited ordinary shares of no par
value
Issued and fully paid
Ordinary shares of no par value 670,833,336 670,833,336
Stated capital (GBP'000) 30,792 30,792
On incorporation, 2 ordinary shares of no par value were issued
at GBP1.20 per share for aggregate consideration of GBP2.40. On 21
March 2017, a further 8,333,334 ordinary shares of no par value
were issued at GBP1.20 for an aggregate consideration of
GBP10,000,001. Following the Company's admission to AIM on 17
August 2017, a further 12,500,000 ordinary shares of no par value
were issued at GBP1.20 for an aggregate consideration of
GBP15,000,000. GBP630,427 of costs directly attributable to the
August 2017 share issue have been taken against stated capital.
On 13 December 2019, a further 650,000,000 ordinary shares of no
par value were issued at GBP0.01 for an aggregate consideration of
GBP6,500,000. GBP78,000 of costs directly attributable to the
December 2019 share issue were taken against stated capital during
the year. No shares were issued in the year ended 30 June 2021.
The holders of ordinary shares are entitled to receive dividends
as declared and are entitled to one vote per ordinary share at
meetings of the Company.
15. RESERVES
The following describes the nature and purpose of each reserve
within shareholders' equity:
Accumulated losses
Cumulative losses recognised in the Consolidated Statement of
Comprehensive Income.
Share based payment reserve
The share based payment reserve is the cumulative amount
recognised in relation to the equity-settled share based payment
scheme as further described in note 17.
16. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments
as at 30 June 2021:
As at As at
30 June 30 June
2021 2020
GBP'000 GBP'000
Financial assets measured at amortised
cost
Cash and cash equivalents 5,222 5,962
5,222 5,962
======== ========
Financial liabilities measured at amortised
cost
Trade and other payables 91 124
-------- --------
91 124
======== ========
All financial instruments are classified as current assets and
current liabilities. There are no non-current financial instruments
as at 30 June 2021 or 30 June 2020.
The fair value and book value of the financial assets and
liabilities are materially equivalent.
The Group has exposure to the following risks from its use of
financial instruments:
-- Market risk;
-- Liquidity risk; and
-- Credit risk
This note presents information about the Group's exposure to
each of the above risks and the Group's objectives, policies and
processes for measuring and managing these risks.
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.
Market risk
The Group's activities primarily expose it to the risk of
changes in interest rates due to the significant cash balance held;
however, any change in interest rates wi ll not have a material
effect on the Group. The Group's operations are predominately in
GBP, its functional currency and accordingly minimal translation
exposures arise in receivables or payables.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to
meet its financial obligations as they fall due. The Group's
approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the
Group's reputation. The Group currently meets all liabilities from
cash reserves.
Credit risk
Credit risk is the risk that one party to a financial instrument
will cause a financial loss for the other party by failing to
discharge an obligation. The main credit risk relates to the cash
held with financial institutions. The Company manages its exposure
to credit risk associated with its cash deposits by selecting
counterparties with a high credit rating with which to carry out
these transactions. The counterparty for these transactions is
Barclays Bank plc, which holds a short-term credit rating of P-1,
as issued by Moody's. The Group's maximum exposure to credit risk
is the carrying value of the cash on the Consolidated Statement of
Financial Position.
Capital management
The Board's policy is to maintain a strong capital base so as to
maintain creditor and market confidence and to sustain future
development of the business. Capital includes stated capital, and
all other equity reserves attributable to the equity holders of the
Company and totals GBP5.2 million as at 30 June 2021 (GBP5.9
million as at 30 June 2020). There were no changes in the Group's
approach to capital management during the year and the Company's
capital management policy will be revisited once a Platform
Acquisition has been identified.
17. SHARE-BASED PAYMENTS
Management Long Term Incentive Arrangements
Implementation of the Group share scheme - Participation
Shares
Arrangements have been put in place to create incentives for
those who are expected to make key contributions to the success of
the Group. Success depends upon the sourcing of attractive
investment opportunities, effective execution of transactions, and
the subsequent integration and optimisation of target businesses.
Accordingly, an incentive scheme has been created to reward key
executive contributors for the creation of value once all investors
have received a preferential level of return. In order to make
these arrangements most efficient, they are based around a
subscription for shares in WHJL by the key contributors through the
"Participation Shares".
On being offered, the Company will purchase the Participation
Shares either for cash or for the issue of new ordinary shares at
its discretion, with the expectation being that new shares will be
issued. The valuation of the Participation Shares is discussed
below. The Participation Shares may only be sold on this basis if
both the growth and at least one of the vesting conditions have
been satisfied. If the growth condition has not been satisfied on
or before the fifth anniversary of a Platform Acquisition (or such
later date as WHJL and the holders of 90 per cent. of the ordinary
shares, A1 Shares and A2 Shares in WHJL agree) the Participation
Shares must be sold to the Company or, at its election, redeemed by
WHJL and in both cases at a price per Participation Share equal to
its subscription price unless and to the extent that the Nomination
& Remuneration Committee determines otherwise.
Participation Shares
As at 1 July 2019, Adrian Whitfield and Kevin Dangerfield held
500 and 100 A1 shares respectively. Following their departure from
the Group these A1 shares were cancelled in accordance with the
leaver provisions discussed below.
As at 30 June 2021, there are no Participation Shares in issue
(2020: nil).
Grant date
The date at which the entity and another party agree to a
share-based payment arrangement, for accounting purposes, is the
grant date.
Growth Condition
The growth condition requires the compound annual growth of the
Company's equity value to be at least 10 per cent. per annum. The
growth condition takes into account new shares issued, dividends
and capital returned to shareholders.
Service Conditions and Leaver Provisions
There are leaver provisions in relation to the Participation
Shares which are set out in the subscription agreements entered
into between the holders of the A1 Shares and WHJL.
If the holder leaves in circumstances in which he or she is
deemed to be a "Good Leaver" (being any reason other than a bad
leaver circumstance), then depending on circumstances, generally he
or she may be required to sell his or her A1 Shares to WHJL at the
subscription price, a specified price or the market value, or may
retain his or her A1 Shares, or a combination of these provisions.
Generally, a holder will be entitled to retain the full number of
A1 Shares (subject to the vesting provisions set out below) if he
or she is still an employee on the third anniversary of the
Platform Acquisition. Any holder deemed to be a "Bad Leaver" (such
as termination of employment for gross misconduct, fraud or
criminal acts) will be required to sell his A1 Shares back to WHJL
for a total consideration of GBP1.
As there are conditions whereby the holders of A1 Shares can
sell their shares to WHJL for the price they paid, the amounts
received from the issue of A1 Shares is recognised as a liability
in the Financial Statements. As at 30 June 2021, no A1 Shares are
in issue and as such no liability has been recognised (2020:
GBPnil).
Vesting Conditions and Vesting Period
The A1 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 Participation Shares to exercise their redemption
rights, such right beginning on the third anniversary and ending on
the fifth anniversary of the date of the Platform Acquisition or
such later date as is agreed between the Company and the holders of
at least 90 per cent. of the ordinary shares in WHJL, A1 Shares and
A2 Shares.
The vesting conditions are as follows:
(i) it is later than the third anniversary of the Platform Acquisition;
(ii) a sale of all or a material part of the business of WHJL;
(iii) a sale of all of the issued ordinary shares of WHJL or a merger of WHJL;
(iv) a winding up of WHJL; or
(v) a sale, merger or change of control of the Company.
If any of the vesting conditions described in paragraphs (ii) to
(v) above are satisfied before the third anniversary of the
Platform Acquisition, the A1 Shares will be treated as having
vested in full.
Value
Subject to the provisions detailed above, the Participation
Shares can be sold to, or redeemed by, the Company for an aggregate
value equivalent to 10 per cent. of the excess in the market value
of the Company over and above its aggregate paid up share capital,
allowing for any dividends and other capital movements.
Valuation of Participation Shares
The fair value of the Participation Shares granted under the
scheme were calculated using a Monte Carlo model. The fair value
uses an ungeared volatility of 25 per cent. and is based on a
weighted average share price over the vesting period. An expected
term input of four years has been used, being the midpoint of the
period of time between the date on which an acquisition is expected
to take place and the start and end of the redemption period. The
Participation Shares are subject to a growth condition, which is a
market performance condition, and as such has been taken into
consideration in determining their fair value. The risk-free rate
is taken from zero-coupon UK Government bonds with a redemption
period in line with the expected term. The model incorporates a
range of probabilities for the likelihood of an acquisition being
made of a given size.
Expense related to Participation Shares
No charge for the participation shares has been recognised in
the Consolidated Statement of Comprehensive Income in the year
(2020: GBP348,000). The A1 shares were fully cancelled during the
year ended 30 June 2020, and the total expense GBP431,000 was
recycled from share Based Payment Reserve to the Accumulated Losses
reserve.
Marwyn Performance Shares
Marwyn Long Term Incentive LP ("MLTI"), in which James Corsellis
and Mark Brangstrup Watts are beneficially interested, has
subscribed for all of the A2 Shares in WHJL (the "Marwyn
Performance Shares"). The Marwyn Performance Shares, which were
issued prior to the initial public offering of the Company on AIM,
are intended to reward Marwyn for its key contribution in the
creation of shareholder value, taking into account Marwyn's track
record of shareholder value creation.
The Marwyn Performance Shares are subject to the same growth,
vesting and redemption conditions as the A1 Shares. In the event
that the relevant conditions (including the growth condition, being
a compound 10 per cent. annual growth on all equity invested over a
three to five-year period) are satisfied, MLTI is entitled to
redeem the Marwyn Performance Shares for an aggregate value
equivalent to five per cent. of the shareholder value growth.
Nominal Issue Price Number Fair value
price Per A2 Share of A2 Shares at grant
date
Marwyn Long Term Incentive GBP1 GBP72.32 500 GBP205,465
LP
Expense related to the Marwyn Performance Shares
As the Marwyn Performance Shares do not have any service
conditions, their fair value on grant date was recognised
immediately as an expense in the year ended 30 June 2018.
Consequently, there is no expense in relation to the Marwyn
Performance Shares in the current or prior year.
18. RELATED PARTY TRANSACTIONS
The AIM Rules define a related party as any (i) director of the
Company or its subsidiary, (ii) a substantial shareholder, being
any shareholders holding at least 10 per cent. of a share class or
(iii) an associate of those parties identified in (i) or (ii).
James Corsellis and Mark Brangstrup Watts are the managing
partners of the Marwyn Group. Funds managed by Marwyn Investment
Management LLP of which James Corsellis and Mark Brangstrup Watts
are both managing partners, hold 95.36 per cent. of the Company's
issued ordinary shares.
James Corsellis and Mark Brangstrup Watts have an indirect
beneficial interest in the A2 Shares as described in note 17.
James Corsellis and Mark Brangstrup Watts are the managing
partners of Marwyn Capital LLP which provides corporate finance
advice and effective 1 January 2021 managed services support to the
Company. The provision of office services was terminated on 20
November 2019. During the year, Marwyn Capital LLP charged
GBP325,900 (2020: GBP670,000) in respect of services supplied,
GBP16,000 (excluding VAT) (2020: GBP16,000) for James Corsellis'
and Mark Brangstrup Watts' directors' fees and GBPnil (2020:
GBP1,000) in respect of expenses incurred on behalf of the Group.
Marwyn Capital LLP was owed an amount of GBP30,000 at the balance
sheet date (2020: GBP52,000).
James Corsellis and Mark Brangstrup Watts are the ultimate
beneficial owners of Axio Capital Solutions Limited which provided
financial and accounting services, transactional support, company
secretarial, and administrative services to the Company until
31(st) December 2020. During the year, Axio Capital Solutions
Limited charged GBP180,000 (2020: GBP433,000) in respect of
services supplied and GBPnil (2020: GBP7,000) in respect of
expenses incurred on behalf of the Group. Axio Capital Solutions
Limited was owed an amount of GBPnil at the balance sheet date
(2020: GBP30,000).
James Corsellis and Mark Brangstrup Watts are the ultimate
beneficial owners of Marwyn Partners Limited and Marwyn Investment
Management LLP which both incurred costs on behalf of the Group in
the prior year which they recharged. During the year, Marwyn
Partners Limited charged GBPnil (2020: GBP22,000) in respect of
recharged costs and at 30 June 2021 the Company had recognised a
receivable of GBPnil from Marwyn Partners Limited (2020: GBP1,000
payable by the Company). Marwyn Investment Management LLP charged
GBPnil (2020: GBP40,000) in respect of recharged costs, of which
GBPnil was outstanding at 30 June 2021 (2020: GBPnil).
Compensation of key management personnel of the Group is
included in the Nomination and Remuneration Report. Holdings of
Participation Shares and Marwyn Performance Shares are detailed in
Note 17.
19. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding
at 30 June 2021 which would require disclosure or adjustment in
these Financial Statements.
20. INDEPENT AUDITORS' REMUNERATION
In the year ended 30 June 2021, the Group appointed Baker Tilly
Channel Islands Limited as the Group's independent auditor,
replacing PricewaterhouseCoopers LLP. Baker Tilly are expected to
incur audit fees for the year ended 30 June 2021 of GBP15,325
(2020: GBP38,025) . Baker Tilly has charged GBPnil in 2021 for
non-audit services to the Group (2020: GBPnil).
21. POST BALANCE SHEET EVENTS
There have been no material post balance sheet events that would
require disclosure or adjustment to these Financial Statements.
RISKS
Risks applicable to investing in the Company
An investment in the ordinary shares involves a high degree of
risk. No assurance can be given that shareholders will realise a
profit or will avoid loss on their investment. The Board has
identified a wide range of risks, and the risks considered most
relevant to the Company, based on its current status are detailed
on the following pages. The risks referred to below, do not purport
to be exhaustive and are not set out in any order of priority. If
any of the following events identified below occur, the Company's
business, financial condition, capital resources, results and/or
future operations and prospects could be materially adversely
affected.
Risks rating to the Company's future business and potential
structure
-- The Company's ability to complete an acquisition
Although the Company has historically identified a number of
potential investment opportunities, it does not currently have an
investment opportunity that is materially progressed and is not
currently in formal or exclusive discussions with any asset
vendors. The Company's future success is dependent upon its ability
to not only identify opportunities but also to 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 and failure to do so
could result in the loss of an investor's investment. In addition,
the Company may not be able to raise the additional funds required
to acquire any target business and fund its working capital
requirements in accordance with its Investment Policy.
Pursuant to the AIM Rules for Companies, as MAC has not yet
substantially implemented its investment policy its investment
policy is now subject to shareholder approval
Should shareholders reject the investment policy and elect to
wind up the Company and return funds (after payment of the expenses
and liabilities of the Company) to Shareholders, there can be no
assurance as to the particular amount or value of the remaining
assets at such future time of any such distribution either as a
result of costs from an unsuccessful acquisition or from other
factors, including disputes or legal claims which the Company is
required to pay out, the cost of the liquidation event and
dissolution process, applicable tax liabilities or amounts due to
third party creditors. Upon distribution of assets on a liquidation
event, such costs and expenses will result in investors receiving
less than the initial subscription price and investors who acquired
Ordinary Shares after Admission potentially receiving less than
they invested.
-- The Company may face significant competition for acquisition opportunities
There may be significant competition in some or all of the
acquisition opportunities that the Company may explore. Such
competition may for example come from strategic buyers, sovereign
wealth funds, special purpose acquisition companies and public and
private investment funds, many of which are well established and
have extensive experience in identifying and completing
acquisitions. A number of these competitors may possess greater
technical, financial, human and other resources than the Company.
The Company cannot assure investors that it will be successful
against such competition. Such competition may cause the Company to
be unsuccessful in executing an acquisition or may result in a
successful acquisition being made at a significantly higher price
than would otherwise have been the case which could materially
adversely impact the business, financial condition, result of
operations and prospects of the Company.
-- Need for additional funding and dilution
The Company has insufficient funds to fund in full suitable
acquisitions and/or investments identified by the Board.
Accordingly, the Company intends to seek additional sources of
financing (equity and/or debt) 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 or the consideration for an
acquisition is provided by issuing equity securities or convertible
debt securities, Shareholders at the time of such future
fundraising or acquisition may be diluted and the new securities
may carry rights, privileges and preferences superior to the
Ordinary Shares.
The Company may seek debt financing to fund all or part of any
future acquisition. The incurrence by the Company of substantial
indebtedness in connection with an acquisition could result in:
(i) default and foreclosure on the Company's assets, if its cash
flow from operations was insufficient to pay its debt obligations
as they become due; or
(ii) an inability to obtain additional financing, if any
indebtedness incurred contains covenants restricting its ability to
incur additional indebtedness.
Success of investment policy not guaranteed
The Company's level of profit will be reliant upon the
performance of the assets acquired and the Investment Policy. The
success of the Investment Policy depends on the Directors' ability
to identify investments in accordance with the Company's investment
objectives and to interpret market data correctly. No assurance can
be given that the strategy to be used will be successful under all
or any market conditions or that the Company will be able to
generate positive returns for Shareholders. If the Investment
Policy is not successfully implemented, this could adversely impact
the business, development, financial condition, results of
operations and prospects of the Company.
-- Changes in Investment Policy may occur
The Company's Investment Policy may be modified and altered from
time to time with the approval of Shareholders, so it is possible
that the approaches adopted to achieve the Company's investment
objectives in the future may be different from those the Directors
currently expect to use and which are disclosed in these Financial
Statements. Any such change could adversely impact the business,
development, financial condition, results of operations and
prospects of the Company.
-- The Company could incur costs for transactions that may ultimately be unsuccessful
The Company has pursued a number of potential Platform
Acquisitions and as a result incurred substantial legal, financial
and advisory expenses. In December 2019, the Company was
recapitalised and as a result the business has sufficient funds to
continue to identify investment opportunities/a management
team.
There is a risk that the Company may again incur substantial
legal, financial and advisory expenses arising from unsuccessful
transactions which may include public offer and transaction
documentation, legal, accounting and other due diligence which
could have a material adverse effect on the business, financial
condition, results of operations and prospects of the Company.
-- Potential dilution from the incentivisation of management and Marwyn
The Company has in place an incentivisation scheme through which
members of management that may be employed by the Company, certain
employees of the Company and MLTI will be rewarded for increases in
shareholder value, subject to certain conditions and performance
hurdles. For example, MLTI has subscribed for A2 Shares as part of
the incentivisation scheme. In certain circumstances, the Company
may purchase the A2 Shares either for the issue of new Ordinary
Shares or for cash. There is discretion for the holders of A2
Shares to exchange each A2 Share that would otherwise have been
redeemed for Ordinary Shares or cash.
If Ordinary Shares are to be issued in order to satisfy the
incentivisation scheme, the existing Shareholders may face
significant dilution. If the Company has sufficient cash resources
the incentivisation scheme may be settled with cash, thereby
reducing the Company's cash resources.
-- Industry specific risks
It is anticipated that the Company will invest in businesses in
varying sectors within the UK, Europe and North America. The
performance of sectors in which the Company may invest may be
cyclical in nature, with some correlation to gross domestic product
and, specifically, levels of demand within targeted end-markets. As
a result, the identified sector may be affected by changes in
general economic activity levels which are beyond the Company's
control but which may have a material adverse effect on the
Company's financial condition and prospects. The COVID-19 pandemic
may result in greater demand in certain sectors, and fewer
opportunities in others. The Company has a broad investment
strategy, which is not restricted by either sector or geographic
focus. The COVID-19 situation is still evolving. It is therefore
difficult to predict what impact COVID-19 may have on any potential
investment.
The Company may acquire or make investments in companies and
businesses that are susceptible to economic recessions or
downturns. During periods of adverse economic conditions, the
markets in which the Company operates may decline, thereby
potentially decreasing revenues and causing financial losses,
difficulties in obtaining access to, and fulfilling commitments in
respect of, financing, and increased funding costs. In addition,
during periods of adverse economic conditions, the Company may have
difficulty accessing financial markets, which could make it more
difficult or impossible for the Company to obtain funding for
additional investments and negatively affect the Company's net
asset value and operating results. Accordingly, adverse economic
conditions could adversely impact the business, development,
financial condition, results of operations and prospects of the
Company.
In addition, the political risks associated with operating
across a broad number of jurisdictions and markets could affect the
Company's ability to manage or retain interests in its business
activities and could have a material adverse effect on the
profitability of its business following a Platform Acquisition.
Shareholder risks
-- Trading on AIM
The Ordinary Shares are admitted to trading on AIM. An
investment in shares quoted on AIM may be less liquid and may carry
a higher risk than an investment in shares quoted on the Official
List. The AIM Rules for Companies are less demanding than those
which apply to companies traded on the Premium Segment of the
Official List. Further, the FCA has not itself examined or approved
the contents of this document. A prospective investor should be
aware of the risks of investing in such shares and should make the
decision to invest only after careful consideration and, if
appropriate, consultation with an independent financial adviser
authorised under FSMA.
-- Value and liquidity of the Ordinary Shares
It may be difficult for an investor to realise his, her or its
investment. The shares of publicly traded companies can have
limited liquidity and their share prices can be highly
volatile.
The price at which the Ordinary Shares are traded and the price
at which investors may realise their investment are influenced by a
large number of factors, some specific to the Company and its
operations and others which may affect companies operating within a
particular sector or quoted companies generally. A relatively small
movement in the value of an investment or the amount of income
derived from it may result in a disproportionately large movement,
unfavourable as well as favourable, in the value of the Ordinary
Shares or the amount of income received in respect thereof.
Shareholders should be aware that the value of the Ordinary
Shares could go down as well as up, and investors may therefore not
recover their original investment. Furthermore, the market price of
the Ordinary Shares may not reflect the underlying value of the
Company's net assets.
The investment opportunity offered in this document may not be
suitable for all recipients of this document. Shareholders are
therefore strongly recommended to consult an independent financial
adviser authorised under FSMA who specialises in advising on
investments of this nature before making an investment
decision.
-- Investing Company status
The Company is currently considered to be an Investing Company
for the purposes of the AIM Rules. As a result, it may benefit from
certain partial carve-outs to the AIM Rules, such as those in
relation to the classification of Reverse Takeovers. Were the
Company to lose Investing Company status for any reason, such
carve-outs would cease to apply. It is anticipated that an
acquisition may constitute a Reverse Takeover.
-- The interests of significant Shareholders may conflict with those of other Shareholders
Approximately 95 per cent. of the Company's issued share capital
is held by one Shareholders. Such Shareholders are as a result able
to exercise sufficient control over the Company's corporate actions
so as not to require the approval of the Company's other
Shareholders. The interests of such significant Shareholders may
conflict with those of other holders of Ordinary Shares.
-- Dilution of Shareholders' interest as a result of additional equity fundraising
The Company intends to issue additional Ordinary Shares in
subsequent public offerings or private placements to fund
acquisitions or as consideration for acquisitions. As Jersey law
does not grant Shareholders the benefit of pre-emption rights in
relation to a further issue of Ordinary Shares, pre- emption rights
have been included in the Company's Articles. However, it is
possible that existing Shareholders may not always be offered the
right or opportunity to participate in such future share issues,
which may dilute the existing Shareholders' interests in the
Company.
The Group may need to raise additional funds in the future to
finance, amongst other things, working capital, expansion of the
business, new developments relating to existing operations or new
acquisitions. If additional funds are raised through the issuance
of new equity or equity-linked securities of the Company other than
on a pro rata basis to existing Shareholders, the percentage
ownership of the existing Shareholders may be reduced. Shareholders
may also experience subsequent dilution and/or such securities may
have preferred rights, options and pre-emption rights senior to the
Ordinary Shares.
-- The Company has a controlling Shareholder
Marwyn Investment Management LLP ("MIM"), the manager of the
Company's largest shareholder controls approximately 95 per cent.
of the issued Ordinary Shares of the Company. As a result, MIM is
able to exercise significant influence to pass or veto matters
requiring Shareholder approval, including future issues of Ordinary
Shares and the election of directors and to veto or seek to approve
fundamental changes of business. This concentration of ownership
may have the effect of delaying, deferring, deterring or preventing
a change in control, depriving Shareholders of the opportunity to
receive a premium for their Ordinary Shares as part of a sale of
the Company. The interests of MIM may not necessarily be aligned
with those of the other Shareholders. Accordingly, MIM could
influence the Company's business in a manner that may not be in the
interests of other Shareholders. For example, MIM can approve a
change of Investment Policy, can prevent special resolutions of the
Company being passed and can approve ordinary resolutions of the
Company without the assent of any other Shareholders. The
concentration of ownership could also affect the market price and
liquidity of the Ordinary Shares. If MIM seeks to influence the
Company's business in a manner that may not be in the interests of
other Shareholders, the Company's business, results of operations,
financial condition and prospects, and the trading price of the
Ordinary Shares could be adversely affected.
Risks relating to legislation and regulations
-- Legislative and regulatory risks
Any investment is subject to changes in regulation and
legislation. As the direction and impact of changes in regulations
can be unpredictable, there is a risk that regulatory developments
will not bring about positive changes and opportunities, or that
the costs associated with those changes and opportunities will be
significant. In particular, there is a risk that regulatory change
will bring about a significant downturn in the prospects of one or
more acquired businesses, rather than presenting a positive
opportunity.
-- Taxation
There can be no certainty that the current taxation regime in
England and Wales or overseas jurisdictions in which the Company
may operate in the future will remain in force or that the current
levels of corporation taxation will remain unchanged. Any change in
the tax status of the Company or to applicable tax legislation may
have a material adverse effect on the financial position of the
Company.
ADVISORS
Nominated Adviser and Broker Corporate Finance Adviser
Numis Securities Limited Marwyn Capital LLP
The London Stock Exchange Building 11 Buckingham Street
10 Paternoster Square London, WC2N 6DF
London, EC4M 7LT
Registrar Company Secretary
Link Registrars (Jersey) Limited Crestbridge Corporate Services
12 Castle Street Limited
St Helier, Jersey, JE2 3RT 47 Esplanade
St Helier, Jersey, JE1 0BD
Principal Bankers Solicitors to the Company
Barclays Bank plc Covington & Burling LLP
5 Esplanade 265 Strand
St Helier, Jersey, JE2 3QA London, WC2R 1BH
Independent Auditors Solicitors to the Company
For year ended 30 June 2020 (as to Jersey law)
PricewaterhouseCoopers LLP Ogier
1 Embankment Place 44 Esplanade
London, WC2N 6RH St Helier, Jersey, JE4 9WG
For year ended 30 June 2021
Baker Tilly Channel Islands Limited
First Floor, Kesington Chambers
46-50 Kensington Place
St Helier
Jersey, JE4 0ZE
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