The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, any member state of the European Economic Area, Canada, Australia, Japan or the Republic of South Africa.
LEI: 2549008KZ7HM27V4O637
4 December 2020
Marwyn Acquisition Company II Limited
(the "Company")
First day of dealings
Marwyn Acquisition Company II Limited is pleased to announce that 700,000 Ordinary Shares will at 8.00 a.m. today be admitted to the Standard Segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities ("Admission"). The Ordinary Shares will trade under the ticker MAC2 (ISIN: VGG5877D1033).
The current economic environment in the UK, Europe and North America has created strong demand for investment and innovation to back and develop companies that have the potential to grow through the transformational change taking place across a range of sectors. The founders of the Company have developed an efficient listed acquisition company model that will enable trusted and successful management partners to identify value enhancing opportunities before raising additional capital.
The Company will be agile in its investment approach and currently plans to explore opportunities across the Media & Entertainment, Technology & Software, Consumer E-commerce, Healthcare & Diagnostics and B2B Services.
In particular, the Company will target businesses that are positioned to take advantage of the structural change arising from an unprecedented acceleration of digitalisation, affecting the way people live, work and consume, and the way businesses operate, engage and sell to customers.
The Company has been backed by a number of senior executive managers of previous successful acquisition companies launched by Marwyn (the "Manager Investors"). This is testament to the long-standing relationships of the founders. These investors and previous executive managers will act as partners, advisors and investors to help build businesses in the public markets.
| Manager Investors in the Company (holding >3% on admission) | ||
| Investor | Current or previous portfolio company | % holding on admission |
| Avril Palmer-Baunack | BCA Marketplace | 4.86% |
| Tim Lampert | BCA Marketplace | 4.86% |
| Darren Throop | Entertainment One | 4.86% |
| Simon Vivian | Breedon Aggregates | 4.86% |
| Mark Silver | Inspicio | 4.86% |
The directors believe that the structure of the Company represents a significant improvement on conventional listed acquisition vehicles, allowing for greater speed and flexibility in financing and execution alongside lower operating and transactional costs.
The total number of Ordinary Shares in the Company in issue immediately following Admission is 700,000, each with equal voting rights. The total voting rights figure can be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority. Immediately following Admission, funds managed by Marwyn Asset Management Limited will hold 75 per cent. of the issued Ordinary Shares of the Company. A PDMR Notification is set out at the bottom of this announcement.
Enquiries:
Finsbury - PR Adviser
Rollo Head +44 7768 994 987
Chris Sibbald +44 7855 955 531
Investec Bank plc - Financial Adviser +44 2075 975 970
Chris Baird
Carlton Nelson
Alex Wright
Further information on the Company can be found on its website at www.MarwynAC2.com
The Company's LEI is: 2549008KZ7HM27V4O637
Save for expressions defined in this announcement, words and expressions defined in the Prospectus shall have the same meaning in this announcement.
Important Notice
This announcement has been issued by and is the sole responsibility of the Company. Marwyn Capital LLP ("Marwyn Capital"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to its clients or advice to any other person in relation to the matters contained herein. Neither Marwyn Asset Management Limited nor Marwyn Capital nor any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.
Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority, is acting for Marwyn Acquisition Company I Limited and no one else in connection with the any arrangement referred to in, or information contained in, this announcement and will not be responsible to anyone other than Marwyn Acquisition Company I Limited for providing the protections afforded to clients of Investec Bank plc nor for giving advice in relation to the any arrangement referred to in, or information contained in, this document. Neither Investec nor any of its affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.
This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.
Neither this announcement nor any copy of it may be: (i) taken or transmitted into or distributed in any member state of the European Economic Area, Canada, Australia or the Republic of South Africa or to any resident thereof, or (ii) taken or transmitted into or distributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this document comes should inform themselves about, and observe any such restrictions.
Notification of transactions of persons discharging managerial responsibilities and persons closely associated with them
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Marwyn Asset Management Limited, a person closely associated with James Corsellis and Mark Brangstrup Watts (Directors of the Company) | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Sponsor | ||||
| b) | Initial notification/ Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Marwyn Acquisition Company II Limited | ||||
| b) | LEI | 2549008KZ7HM27V4O637 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of no par value
VGG5877D1033 | ||||
| b) | Nature of the transaction | Subscription for shares
| ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price
|
525,000 £1.00 | ||||
| e) | Date of the transaction | 4 December 2020 | ||||
| f) | Place of the transaction | London | ||||
This announcement is made in accordance with the requirements of the EU Market
Abuse Regulation ("MAR") and the Company confirms that the PDMR's notification
obligations under MAR have also been satisfied.
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