THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

This announcement contains inside information

LEI: 2549008KZ7HM27V4O637

Marwyn Acquisition Company II Limited 

("MAC" or the "Company")

Fund-raisings

£12m subscription & £200m redeemable share issue

Marwyn Acquisition Company II Limited announces that it has raised a further £12 million through the issue of A Shares¹ and that the directors are actively considering a possible further equity issue of up to £200 million which, should it proceed, is expected to consist of redeemable shares and warrants. The issue of these securities is targeted for completion in advance of, and not conditional on, any M&A transaction.

The Directors believe that being able to demonstrate the Company's access to equity capital alongside the management team's past track record of successful fundraising and transaction execution, will further enhance the Company's competitiveness in accessing high quality businesses with which to combine. Furthermore, the Directors believe that the structure and flexibility that the MAC corporate structure affords and close alignment between management incentivisation and long-term shareholder returns, including the absence of the highly dilutive promote structure commonly found in other acquisition company models, gives the Company a significant advantage over its competitors.  However, there is no certainty that a £200 million capital raising and/or any M&A transaction will take place nor of their respective terms should they do so.

Pursuant to the Forward Purchase Agreement between the Company, Marwyn General Partner II Limited and Marwyn Value Investors II LP (related parties of the Company through common management) detailed in the MAC Prospectus of 4 December 2020, the Company has raised £12,000,000 through the issue of 12 million A Shares (with Class A Warrants being issued on the basis of one Class A Warrant per A Share) at a price of £1 per share. The capital is being raised to support the execution of the Company's stated strategy and, after deduction of transaction costs, will be invested upon receipt in its subsidiary. The Company's subsidiary is a related party of the Company due to its minority interests being held by other related parties to the Company.

A PDMR Notification and a PCA Notification are set out at the bottom of this announcement. As the A Shares are unlisted and carry no voting rights, the total number of voting rights in the Company remains unchanged.  Accordingly, shareholders should use the total number of Ordinary Shares in the Company in issue of 700,000 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. 

The Company is being supported on the proposed capital raising of up to £200 million by Barclays Bank PLC ("Barclays"), J.P. Morgan Securities plc (which conducts its UK investment banking business as "J.P. Morgan Cazenove") and N. M. Rothschild & Sons Limited ("Rothschild & Co").

Notes

¹ The A Shares are ordinary equity shares with the same economic rights as the Company's ordinary shares but without voting rights. They are convertible into ordinary shares on a one-for-one basis at the time at which the Company next publishes a prospectus or equivalent document in relation to the further issue of ordinary shares.

Enquiries: 

Company Secretary

Antoinette Vanderpuije - 020 7004 2700

11 Buckingham Street, London, WC2N 6DF

Finsbury - PR Adviser 

Rollo Head 07768 994 987 

Chris Sibbald 07855 955 531 

Investec Bank plc - Financial Adviser 020 7597 5970 

Christopher Baird 

Carlton Nelson 

Alex Wright 

WH Ireland Limited - Corporate Broker - +44 (0) 207 220 1666

Harry Ansell

Katy Mitchell

Notification of transactions of persons discharging managerial responsibilities and persons closely associated with them

This announcement is made in accordance with the requirements of the UK Market Abuse Regulation ("MAR") and the Company confirms that the PDMR's notification obligations under MAR have also been satisfied.

DISCLAIMERS

Barclays and J.P. Morgan Cazenove, each of whom are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting for Marwyn Acquisition Company II Limited and no one else in connection with the possible capital raising. Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting for Marwyn Acquisition Company II Limited and no one else in connection with the possible capital raising.

This announcement is an advertisement and does not constitute a prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this announcement refers (the "Securities"), unless they do so on the basis of the information contained in any applicable prospectus published by the Company.  Any subscription or purchase of Securities would be subject to specific legal or regulatory restrictions in certain jurisdictions.  Persons distributing this announcement must satisfy themselves that it is lawful to do so. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in, into or within 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.  Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or (ii) an available exemption from registration under the Securities Act. The Securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States.

The Company has not authorised any offer to the public of Securities in any member state of the European Economic Area (each a "Member State"). No action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Member State. As a result, the Securities may only be offered in Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation ("Qualified Persons"). For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any relevant delegated regulations.

In addition, in the United Kingdom, this announcement is directed solely at Qualified Persons: (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) who are persons falling within Article 49(2)(a) to (d) of the Order; or (iii) to whom it may lawfully be communicated without any further action by the Company (all such persons in (i) to (iii) together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Persons in Member States of the EEA and, in the United Kingdom, to Qualified Persons who are also relevant persons.

No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of this announcement or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.