TIDMMAC2
RNS Number : 9164U
Marwyn Acquisition Company II Ltd
31 March 2023
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.
LEI: 2549008KZ7HM27V4O637
Marwyn Acquisition Company II Limited
(the "Company")
Interim Report for the period ended 31 December 2022
The Company announces its interim results for the period ended
31 December 2022.
The Interim Report is also available on the 'Shareholder
Documents' page of the Company's website at www.marwynac2.com .
Enquiries:
Company Secretary
Antoinette Vanderpuije - 020 7004 2700
FGS Global - PR Adviser
Rollo Head 07768 994 987
Chris Sibbald 07855 955 531
Investec Bank plc - Financial Adviser 020 7597 5970
Chris Baird
Carlton Nelson
Alex Wright
N.M. Rothschild & Sons Limited - Financial Adviser 020 7280
5000
Peter Nicklin
Shannon Nicholls
WH Ireland - Corporate Broker 020 7220 1666
Harry Ansell
Katy Mitchell
MARWYN ACQUISITION COMPANY II LIMITED
Unaudited Interim
Condensed Consolidated Financial Statements for the six months
ended 31 December 2022
MANAGEMENT REPORT
I present to shareholders the unaudited interim condensed
consolidated financial statements of Marwyn Acquisition Company II
Limited (the "Company") for the six months to 31 December 2022 (the
"Consolidated Interim Financial Statements"), consolidating the
results of Marwyn Acquisition Company II Limited and its subsidiary
MAC II (BVI) Limited (collectively, the "Group" or "MAC") .
Strategy
The Company is an acquisition vehicle incorporated on 31 July
2020 and subsequently listed on the Main Market of the London Stock
Exchange on 4 December 2020. The vehicle is led by Chairman Mark
Hodges, who was previously CEO of ReAssure, prior to which he held
senior executive plc board positions at a number of large financial
services and consumer businesses including Centrica, Towergate and
Aviva.
The Company is backed by Marwyn who have launched 11 previous
comparable acquisition vehicles that have acquired platform
businesses, which include Advanced Computer Software, BCA
Marketplace, Breedon Aggregates and Entertainment One.
The company is pursuing its stated investment strategy of
seeking acquisition opportunities in the financial services,
consumer and technology sectors.
The Directors believe that the current market backdrop has,
amongst a range of drivers, four notable interrelated themes,
shaping a clear customer need that remains largely unmet.
1. Changing Population and demographics
Per recent estimates, there are currently 21 million people aged
55 and over in the UK (2020) and 99 million people aged 55 and over
in the US (2021). This global trend is likely to have a significant
impact on economies, social care systems and household finances and
the Directors believe future financial solutions will need to
reflect an increasing level of intergenerational financial and
social dependencies with financial products, advice and life
solutions needing to be tailored to meet a spectrum of complex
multi-generational needs.
2. Wealth transfer and the role of families
Intergenerational wealth transfer is expected to exceed US$68
trillion, with GBP5.5 trillion of this in the UK, underpinning the
increasing importance of the role played by families in providing
future financial solutions.
-- In the UK, one in every two first-time buyers aged under 35
is receiving financial support from their parents;
-- 71% of these new homeowners say they would not have been
likely to buy without financial support from family or friends;
-- 75% of parents provide financial support to children who have left home;
-- 43% of parents with children aged 30+ say they are helping them financially;
-- In the US in 2018, families and friends supported one in
every five existing home buyers with the purchase of 1.2 million
homes, financing US$317 billion worth of homes; and
-- US parents are spending US$500 billion on their adult children per annum.
3. Social and non-financial family support
-- 5.4 million people in the UK provide unpaid care for a friend
or family member with over 1.4 million people providing fifty or
more hours of care per week. The peak age of carers in the UK is
55-64 with 29% of adults providing care and 22% of people aged over
65 providing unpaid care.
-- In the US, where 53 million people are providing unpaid care
to an adult with health or functional needs, 61% of these carers
are fully employed and 45% say caregiving had at least one
financial impact (e.g. stopped saving or took on more debt).
-- 10 million caregivers (25% of US caregivers) fall into the
millennial age range (22-37), of which, 73% are employed but also
spend an average of 21 hours a week caring for loved ones.
4. Concentration of wealth
-- In the UK, household wealth is principally concentrated in
property (36%) and pension assets (42%)
-- In the US, household wealth is similarly concentrated in
pensions (20%), real estate (24%) and equities (27%).
Opportunities for a new approach to family-focussed financial
solutions
With the combination of these social and macroeconomic
conditions and trends, the Directors believe all generations are
facing increasingly challenging financial situations which are
creating several problems to be solved. The Directors believe there
is a well-defined need and opportunity, now more than ever, for
clear and impartial support and solutions to be provided to, and
shared amongst, friends, family and peers.
Strategy Execution
The Company intends to execute its strategy through a
combination of selective M&A of platform and bolt-on
businesses, potential strategic partnerships with established
financial services operators as well as ongoing operational
improvements in any acquired businesses. Target company market
segments, principally expected to be in the UK and US, may include,
but are not limited to:
-- FinTech digital platforms;
-- Digital content platforms;
-- Life and pensions;
-- Life-insurance assets;
-- Lifetime mortgages and equity release;
-- Wealth managers and advisers;
-- Brokerage and associated services;
-- Mortgage advisory;
-- Healthcare related services;
-- Estate planning and associated legal and tax services; and
-- Later life planning and assisted care services.
Activity
Through the period to date we have made good progress in the
development of the Company's strategy, the composition of the Board
and in identifying and progressing a pipeline of potential
executive management appointments, target M&A opportunities and
potential future commercial partnerships. The Directors remain
excited about delivering on the Company's objective of generating
long term returns for shareholders and enhancing value of the
acquired businesses by supporting sustainable growth, further
acquisitions, and performance improvements with the acquired
companies.
On 7 November 2022, the Company announced the appointment of
Cathryn Riley as Non-executive Director. Cathryn is a highly
experienced financial services industry executive and non-executive
director, having worked across both public and private markets. She
has had a wide-ranging career covering insurance, customer
services, IT, operations and human resources. She was previously
Group Chief Operations Director at Aviva plc, where she worked for
17 years, in roles including Group CIO, UK Commercial Director,
CIO/COO Europe and COO. Prior to Aviva, Cathryn was general manager
of transformation at BUPA, as well as a consultant in the financial
services division of Coopers & Lybrand. On 7 November 2022, the
Company also announced that Mark Brangstrup Watts had resigned from
the Board.
On 27 March 2023, the Company announced that Will Self commenced
his role as Chief Executive Officer - Pensions Division, to lead
the identification, acquisition, and integration of pensions
businesses for the Group, leading the advancement of the Group's
stated investment strategy. Will joins the Group from Curtis Banks
Group PLC (CBP:LON) where he was Chief Executive Officer. Prior to
this, he was Chief Executive Officer of Suffolk Life, a division of
Legal & General. He holds a variety of non-executive roles and
an MBA from Cranfield.
On 29 March 2022, the Company announced the launch of a 12-month
placing programme (the "Placing Programme") pursuant to which the
Company has the ability to issue up to 500 million C ordinary
redeemable shares ("C Shares") at an issue price of GBP1 per C
share in order to raise up to an aggregate of GBP500 million. The
Placing Programme lapses on 31 March 2023, at which time GBP723,592
of costs incurred which are currently included in current asset
deferred costs (refer to Note 3) will be taken to the profit and
loss account and recorded under non-recurring project, professional
and diligence costs. The Directors believe that allowing the
current Placing Programme to lapse saves the significant legal and
professional fees and management time that would be incurred in its
renewal whilst the focus remains firmly on identifying the
Company's platform acquisition, but also does not preclude the
Company from issuing a further placing programme prospectus in the
future should the use of C shares be considered particularly
advantageous at that time for the ongoing strategic direction of
the Company.
Results
The Group's loss after taxation for the period to 31 December
2022 was GBP1,213,621 (period to 31 December 2021: loss of
GBP658,746). The Group held a cash balance at the period end of
GBP9,091,686 (as at 30 June 2021: GBP10,254,198).
Dividend Policy
The Company has not yet acquired a trading business and it is
therefore inappropriate to make a forecast of the likelihood of any
future dividends. The Directors intend to determine the Company's
dividend policy following completion of an acquisition and, in any
event, will only commence the payment of dividends when it becomes
commercially prudent to do so.
Corporate Governance
As a company with a Standard Listing, the Company is not
required to comply with the provisions of the UK Corporate
Governance Code and given the size and nature of the Group, the
Directors have decided not to adopt the UK Corporate Governance
Code. Nevertheless, the Board is committed to maintaining high
standards of corporate governance and will consider whether to
voluntarily adopt and comply with the UK Corporate Governance Code
as part of any Business Acquisition, taking into account the
Company's size and status at that time.
The Company currently complies with the following principles of
the UK Corporate Governance Code:
-- The Company is led by an effective and entrepreneurial Board, whose role is to promote the long term sustainable
success of the Company, generating value for shareholders and contributing to wider society.
-- The Board ensures that it has the policies, processes, information, time and resources it needs in order to
function effectively and efficiently.
-- The Board ensures that the necessary resources are in place for the company to meet its objectives and measure
performance against them.
Given the size and nature of the Company, the Board has not
established any committees and intends to make decisions as a
whole. If the need should arise in the future, for example
following any acquisition, the Board may set up committees and may
decide to comply with the UK Corporate Governance Code.
Risks
The Directors, alongside the Company's advisers, have performed
a robust risk assessment and have identified a wide range of risks,
which are set out in the Company's prospectuses dated 4 December
2020 (in relation to the Company's IPO) and 31 March 2022 (in
relation to the Placing Programme. The Company's prospectuses are
available on the Company's website: www.marwynac2.com. The
Company's audited annual report and financial statements for the
year ended 30 June 2022, which are available on the Company's
website, set out the risk management and internal control systems
for the Group and identifies the risks that the Directors consider
to be most relevant to the Company based on its current status. The
Directors are of the opinion that there have been no changes to the
risks faced by the Company since the publication of the annual
report and financial statements and that these remain applicable
for the remaining six months of the year.
Outlook
In the work we have done over the period, including the
progression of our strategy and customer proposition, we are even
more convinced of the scale and scope of the opportunity. We are
actively progressing discussions regarding further appointments to
the Company's executive management team to capitalise on this and
are continuing to develop and evaluate a pipeline of potential
platform acquisitions and commercial partnerships, at varying
stages of progression. We look forward to updating our shareholders
in due course with regards further progress.
RESPONSIBILITY STATEMENT
Each of the Directors confirms that, to the best of their
knowledge:
(a) these Consolidated Interim Financial Statements, which have
been prepared in accordance with IAS 34 "Interim Financial
Reporting" as adopted by the European Union, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of MAC; and
(b) these Consolidated Interim Financial Statements comply with
the requirements of DTR 4.2.
Neither the Company nor the Directors accept any liability to
any person in relation to the interim financial report except to
the extent that such liability could arise under applicable
law.
Details on the Company's Board of Directors can be found on the
Company website at www.marwynac2.com .
Mark Hodges
Chairman
31 March 2023
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months Six months
ended ended
31 December 31 December
2022 2021
Note Unaudited Unaudited
GBP GBP
Administrative expenses 6 (1,177,027) (785,746)
------------ ------------
Total operating loss (1,177,027) (785,746)
Finance income 90,406 -
Fair value (loss)/gain on warrant
provision 13 (127,000) 127,000
------------ ------------
Loss for the period before
tax (1,213,621) (658,746)
------------ ------------
Income tax 7 - -
------------ ------------
Loss for the period (1,213,621) (658,746)
------------ ------------
Total other comprehensive income -
------------ ------------
Total comprehensive loss for
the period (1,213,621) (658,746)
============ ============
Loss per ordinary share
Basic and diluted 8 (0.10) (0.05)
The Group's activities derive from continuing operations.
The Notes on pages 11 to 23 form an integral part of these
Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
31 December 30 June
2022 2022
Note Unaudited Audited
GBP GBP
Assets
Current assets
Other receivables 10 886,280 805,360
Cash and cash equivalents 11 9,091,686 10,254,198
Total current assets 9,977,966 11,059,558
Total assets 9,977,966 11,059,558
============ ===========
Equity and liabilities
Equity
Ordinary Shares 14 326,700 326,700
A Shares 14 10,320,000 10,320,000
Sponsor share 14 1 1
Share-based payment reserve 15 185,781 171,129
Accumulated losses (3,784,235) (2,570,614)
------------ -----------
Total equity 7,048,247 8,247,216
Current liabilities
Trade and other payables 12 389,719 399,342
Warrants 13 2,540,000 2,413,000
------------ -----------
Total liabilities 2,929,719 2,812,342
Total equity and liabilities 9,977,966 11,059,558
============ ===========
The Notes on pages 11 to 23 form an integral part of these
Consolidated Interim Financial Statements.
The financial statements were approved by the Board of Directors
on 31 March 2023 and were signed on its behalf by:
Mark Hodges James Corsellis
Chairman Director
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share based
Ordinary payment Accumulated
Notes shares A Shares Sponsor share reserve losses Total equity
--------------- ----------- -------------- --------------- --------------- -------------
GBP GBP GBP GBP GBP GBP
Balance as at
1 July 2022 326,700 10,320,000 1 171,129 (2,570,614) 8,247,216
Total
comprehensive
loss for the
period - - - - (1,213,621) (1,213,621)
Share-based
payment
expense 15 - - - 14,652 - 14,652
--------------- ----------- -------------- --------------- --------------- -------------
Balance as at
31 December
2022 326,700 10,320,000 1 185,781 (3,784,235) 7,048,247
=============== =========== ============== =============== =============== =============
Share based
Ordinary payment Accumulated
Notes shares A Shares Sponsor share reserve losses Total equity
--------------- ----------- -------------- -------------- --------------- -------------
GBP GBP GBP GBP GBP GBP
Balance at 1 July 2021 326,700 10,320,000 1 169,960 (636,096) 10,180,565
Total comprehensive
loss for the period - - - - (658,746) (658,746)
Balance as at 31
December 2021 326,700 10,320,000 1 169,960 (1,294,842) 9,521,819
=============== =========== ============== ============== =============== =============
The Notes on pages 11 to 23 form an integral part of these
Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months Six months
ended ended
31 December 31 December
2022 2021
Note Unaudited Unaudited
------------- -------------
GBP GBP
Operating activities
Loss for the period (1,213,621) (658,746)
Adjustments to reconcile total
operating loss to net cash flows:
Less: Finance income (90,406) -
Add back/(deduct) fair value
movement on warrant liability 13 127,000 (127,000)
Add back share based payment
expense 15 14,652 -
Working capital adjustments:
(Increase) / decrease in trade
and other receivables and prepayments (80,920) 405,773
Decrease in trade and other
payables (9,623) (157,716)
Net cash flows used in operating
activities (1,252,918) (537,689)
Investing activities
Interest received 90,406 -
------------- -------------
Net cash flows used in investing 90,406 -
activities
Net decrease in cash and cash
equivalents (1,162,512) (537,689)
Cash and cash equivalents at
the beginning of the period 10,254,198 12,255,387
------------- -------------
Cash and cash equivalents at
the end of the period 11 9,091,686 11,717,698
============= =============
The Notes on pages 11 to 23 form an integral part of these
Consolidated Interim Financial Statements.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
1. GENERAL INFORMATION
Marwyn Acquisition Company II Limited was incorporated on 31
July 2020 in the British Virgin Islands ("BVI") as a BVI business
company (registered number 2040956) under the BVI Business Company
Act, 2004. The Company was listed on the Main Market of the London
Stock Exchange on 4 December 2020 and has its registered address at
Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola,
British Virgin Islands VG1110 and UK establishment at 11 Buckingham
Street, London WC2N 6DF. The Company has been formed for the
purpose of effecting a merger, share exchange, asset acquisition,
share or debt purchase, reorganisation or similar business
combination with one or more businesses. The Company has one wholly
owned subsidiary, MAC II (BVI) Limited (together with the Company
the "Group").
2. ACCOUNTING POLICIES
(a) Basis of preparation
The Consolidated Interim Financial Statements have been prepared
in accordance with IAS 34 Interim Financial Reporting and are
presented on a condensed basis.
The Consolidated Interim Financial Statements do not include all
the information and disclosures required in the annual financial
statements and should be read in conjunction with the Group's
Annual Report and Consolidated Financial Statements for the year
ended 30 June 2022, which is available on the Company's website
www.marwynac2.com. Accounting policies applicable to these
Consolidated Interim Financial Statements are consistent with those
applied in the Group's Annual Report and Consolidated Financial
Statements for the period ended 30 June 2022.
(b) Going concern
The Consolidated Interim 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 within
the next twelve months from the date of approval.
(c) New standards and amendments to International Financial Reporting Standards
New standards and amendments to International Financial
Reporting Standards
The accounting policies adopted in the preparation of these
Consolidated Interim Financial Statements are consistent with those
followed in the preparation of the Group's audited consolidated
financial statements for the year ended 30 June 2022, which were
prepared in accordance with International Financial Reporting
Standards ("IFRS"), as adopted by the European Union, updated to
adopt those standards which became effective for periods starting
on or before 1 July 2022: Onerous Contracts - Cost of Fulfilling a
Contract (Amendments to IAS 37), Property, Plant and Equipment:
Proceeds before Intended Use (Amendments to IAS 16), Annual
Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1,
IFRS 9, IFRS 16 and IAS 41), Amendments to IFRS 3: References to
Conceptual Framework (all of which had an effective date of 1
January 2022). None of these standards have had a material impact
on the Group.
Standards 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 expected that these standards will have
a material impact on the Group.
Standard Effective
date
Amendments to IAS 1 Presentation of Financial 1 January
Statements: Classification of Liabilities as Current 2023
or Non-current*
Disclosure of accounting policies (Amendments 1 January
to IAS 1) 2023
Definition of accounting estimates (Amendments 1 January
to IAS 8) 2023
Amendments to IFRS 17 Insurance contracts 1 January
2023
Amendments to IFRS 4 - Extension of temporary 1 January
exemption of applying IFRS 9 2023
Amendments to IAS 12 Income Taxes: Deferred tax 1 January
related to assets and liabilities arising from 2023
a similar transaction
Amendments to IFSR 16 - Lease liability in sale 1 January
and leaseback* 2024
Amendments to IAS 1 - Liabilities with covenants* 1 January
2024
*Subject to endorsement by the EU
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 accounting judgements
Recognition and classification of costs relating to a possible
further equity raise
As at the period end, GBP723,592 has been included in current
asset deferred costs (refer to note 10) as these costs are directly
attributable to a future issuance of shares under the Placing
Programme. As detailed in the Management Report and note 19, the
Placing Programme lapses on 31 March 2023, and as such, on this
date the GBP723,592 of costs incurred which are currently included
in current asset deferred costs will be taken to the profit and
loss account and recorded under non-recurring project, professional
and diligence costs.
Key sources of estimation uncertainty
Valuation of warrants
The Company has issued matching warrants for both its issues of
ordinary shares and A shares. For every share subscribed for, each
investor was also granted a warrant ("Warrant") to acquire a
further share at an exercise price of GBP1.00 per share (subject to
a downward adjustment under certain conditions). Effective 31 March
2022, the exercise date for the Warrants was extended to the 5(th)
anniversary of a Business Acquisition, prior to this date the
Warrants were exercisable at any time until five years after the
issue date. The Warrants are valued using the Black-Scholes option
pricing methodology which considers the exercise price, expected
volatility, risk free rate, expected dividends, and expected term
of the Warrants.
4. SEGMENT INFORMATION
The Board of Directors is the Group's chief operating
decision-maker. As the Group has not yet acquired a trading
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. EMPLOYEES AND DIRECTORS
Employment cost for the Group during the period:
For six For six
months months
Ended 31 Ended 31
December December
2022 2021
Unaudited Unaudited
GBP GBP
Employment costs for the Group
during the period
Directors' fees 135,694 -
Social security costs 18,901 -
154,595 -
========== ==========
The board considers the Directors of the company, along with
senior employees, to be the key management personnel of the
Group.
During the six months ended 31 December 2022, the Company had
the following directors: James Corsellis, Mark Brangstrup Watts
(resigned 6 November 2022), Mark Hodges (appointed 19 June 2022)
and Catherine Riley (appointed 6 November). The Company has not had
any employees since incorporation.
Mark Hodges was appointed as a Non-Executive Director and
Chairman. Under the terms of his appointment letter, he is entitled
to an annual fee of GBP250,000. Mark Hodges has a direct interest
in the Incentive Shares as disclosed in note 15 and received a
signing on fee of GBP61,238 of which GBP47,000 was used to pay the
subscription for his Incentive Shares.
Cathryn Riley was appointed as a Non-Executive Director and
under the terms of her appointment letter, she is entitled to an
annual fee of GBP70,000.
James Corsellis has a beneficial interest in the incentive
shares issued by the Company's subsidiary during the period. Mark
Brangstrup Watts had a beneficial interest in the incentive shares
whilst he served as a director of the Company. This is disclosed in
note 15. Neither Mark nor James received a director fee.
6. ADMINISTRATIVE EXPENSES
For six For six
months months
ended 31 ended 31
December December
2022 2021
Unaudited Unaudited
GBP GBP
Group expenses by nature
Employment costs 154,595 -
Professional support 434,998 202,062
Non-recurring project, professional
and due diligence costs 557,332 551,531
Share based payment expense 14,652 -
Audit Fees 9,750 22,500
Other expenses 5,700 9,653
---------- ----------
1,177,027 785,746
========== ==========
7. TAXATION
For six For six
months months
ended 31 ended 31
December December
2022 2021
Unaudited Unaudited
GBP GBP
Analysis of tax in period
Current tax on profits for the period - -
---------- ----------
Total current tax - -
========== ==========
Reconciliation of effective rate and tax charge:
For six For six
months months
ended 31 ended 31
December December
2022 2021
Unaudited Unaudited
GBP GBP
Loss on ordinary activities before
tax (1,213,621) (658,746)
Expenses not deductible for tax purposes 146,856 122
------------ ----------
Loss on ordinary activities subject
to corporation tax (1,066,765) 658,624
------------ ----------
Loss on ordinary activities multiplied
by the rate of corporation tax in
the UK of 19% (2021: 19%) (202,685) (125,139)
Effects of:
Losses carried forward for which no
deferred tax recognised 202,685 125,139
------------ ----------
Total taxation charge - -
============ ==========
The Group is tax resident in the UK. As at 31 December 2022,
cumulative tax losses available to carry forward against future
trading profits were GBP2,786,043 subject to agreement with HM
Revenue & Customs. There is currently 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.
8. LOSS PER ORDINARY SHARE
Basic EPS is calculated by dividing the loss 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. The Company has issued
warrants, which are each convertible into one ordinary share. The
Group made a loss in the current period, which would result in the
warrants being anti-dilutive. Therefore, the warrants have not been
included in the calculation of diluted earnings per share.
The Company maintains three different share classes, being
ordinary shares, A shares and sponsor shares. The key difference
between ordinary shares and A shares is that the ordinary shares
are listed and have voting rights attached. The share classes both
have equal rights to the residual net assets of the company, which
enables them to be considered collectively as one class per the
provisions of IAS 33. The sponsor share has no rights to
distribution rights so has been ignored for the purposes of IAS
33.
Refer to note 13 (warrant liability) and to note 15 (share-based
payments) of these Consolidated Interim Financial Statements for
instruments that could potentially dilute basic EPS in the
future.
For six months For six months
ended 31 December ended 31 December
2022 2021
Unaudited Unaudited
Loss attributable to owners of
the parent (GBP's) (1,213,621) (658,746)
Weighted average shares in issue 12,700,000 12,700,000
Basic and diluted loss per ordinary
share (GBP's) (0.10) (0.05)
9. INVESTMENTS
Principal subsidiary undertakings of the Group
The Company is the parent of the Group, the Group comprises of
the Company and the following subsidiary as at 31 December
2022:
Proportion Proportion
of ordinary of ordinary
Nature of Country shares held shares held
Subsidiary business of incorporation by parent by the Group
-------------- ------------ ------------------- ------------- --------------
MAC II (BVI) Incentive
Limited vehicle BVI 100% 100%
There are no restrictions on the parent company's ability to
access or use the assets and settle the liabilities of the parent
company's subsidiary The registered office of MAC II (BVI) Limited
is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town,
Tortola, VG1110, British Virgin Islands. MAC II (BVI) Limited has a
UK establishment (BR023602) at 11 Buckingham Street, London, WC2N
6DF.
10. OTHER RECEIVABLES
As at 31 As at 30
December 2022 June 2022
Unaudited Audited
GBP GBP
Amounts receivable in one year:
Prepayments 45,379 17,634
Deferred costs 723,592 723,592
Due from a related party (note 17) 1 42,001
VAT receivable 117,308 22,133
--------------- -----------
886,280 805,360
=============== ===========
There is no material difference between the book value and the
fair value of the receivables.
An amount of GBP723,592 (June 2022: GBP723,592) is included in
deferred costs as it directly relates to the potential issuance of
share capital and therefore, on completion of the Placing
Programme, would be reflected in equity. Further details are set
out in the critical accounting judgements in note 2 and under post
balance sheet events in note 19. The Placing Programme lapses on 31
March 2023, and as such on this date the costs incurred which are
currently included in current asset deferred costs will be taken to
the profit and loss account and recorded under non-recurring
project, professional and diligence costs.
Receivables are considered to be past due once they have passed
their contracted due date. Other receivables are all current.
11. CASH AND CASH EQUIVALENTS
As at
31 December As at
2022 30 June 2022
Unaudited Audited
GBP GBP
Cash and cash equivalents
Cash at bank 9,091,686 10,254,198
------------- --------------
9,091,686 10,254,198
============= ==============
Credit risk is managed on a group basis. 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.
12. TRADE AND OTHER PAYABLES
As at
31 December As at
2022 30 June 2022
Unaudited Audited
GBP GBP
Amounts falling due within
one year:
Trade payables 75,346 74,740
Due to a related party (note
17) 58,670 109,735
Accruals 198,779 141,026
Other tax liabilities 9,924 26,841
A1 ordinary share liability 47,000 47,000
------------- --------------
389,719 399,342
============= ==============
There is no material difference between the book value and the
fair value of the trade and other payables. All trade payables are
non-interest bearing and are usually paid within 30 days.
13. WARRANT LIABLITY
GBP's
Fair value of warrants at 1 July 2021 1,778,000
Fair value movement of warrants:
Warrant liability - ordinary warrants (7,000)
Warrant liability - A warrants (120,000)
----------
Total fair value movement (127,000)
----------
Fair value of warrants at 31 December 2021 1,651,000
==========
Fair value movement of warrants:
Warrant liability - ordinary warrants 42,000
Warrant liability - A warrants 720,000
----------
Total fair value movement 762,000
----------
Fair value of warrants at 30 June 2022 2,413,000
==========
Fair value movement of warrants:
Warrant liability - ordinary warrants 7,000
Warrant liability - A warrants 120,000
----------
Total Fair value movement 127,000
----------
Fair value of warrants at 31 December 2022 2,540,000
==========
On 4 December 2020, the Company issued 700,000 ordinary shares
and matching warrants at a price of GBP1 for one ordinary share and
matching warrant. Under the terms of the warrant instrument,
warrant holders are able to acquire one ordinary share per warrant
at a price of GBP1 per ordinary share, subject to a downward price
adjustment depending on future share issues. Warrants are fully
vested at the period end and are immediately exercisable for 5
years from the date of issue.
On 20 April 2021, the Company issued 12,000,000 A shares and
matching warrants at a price of GBP1 for one A share and matching A
warrant. Under the terms of the warrant instrument, warrant holders
are able to acquire one ordinary share per warrant at a price of
GBP1 per ordinary share, subject to a downward price adjustment
depending on future share issues. Warrants are fully vested at the
period end and are immediately exercisable for 5 years from the
date of issue.
Warrants are accounted for as a level 3 derivative liability
instruments and are measured at fair value at grant date and each
subsequent balance sheet date. The warrants and A warrants were
separately valued at the date of grant. For both the warrants and A
warrants, the combined market value of one share and one Warrant
was considered to be GBP1, in line with the market price paid by
third party investors. A Black-Scholes option pricing methodology
was used to determine the fair value, which considered the exercise
prices, expected volatility, risk free rate, expected dividends and
expected term. At 31 December 2022, the fair value was assessed as
20p per warrant, the result of which is a fair value loss of
GBP127,000 (period ended 31 December 2021: gain GBP127,000)
The key assumptions used in determining the fair value of the
Warrants are as follows:
As at As at
31 December 30 June
2022 2022
Unaudited Audited
Combined price of a share and warrant GBP1 GBP1
Exercise price GBP1 GBP1
Expected volatility 30.0% 25.0%
Risk free rate 3.5% 2.17%
Expected dividends 0.0% 0.0%
Expected term 5(th) anniversary 5(th) anniversary
of the completion of the completion
of a Business of a Business
Acquisition Acquisition
A 5-percentage point in the expected volatility rate would not
have a material impact on the fair value of the Warrants.
14. SHARE CAPITAL
As at 31 December As at 30 June
2022 2022
Unaudited Audited
GBP GBP
Authorised
Unlimited ordinary shares of no par - -
value
Unlimited A shares of no par value - -
100 sponsor shares of no par value - -
Issued
700,000 ordinary shares of no par value 326,700 326,700
12,000,000 A shares of no par value 10,320,000 10,320,000
1 sponsor share of no par value 1 1
-----------------
10,646,701 10,646,701
================= =============
The ordinary shares and A shares are entitled to receive a share
in any distribution paid by the Company and a right to a share in
the distribution of the surplus assets of the Company on a
winding-up. Only ordinary shares have voting rights attached. The
Sponsor Share confers upon the holder no right to receive notice
and attend and vote at any meeting of members, no right to any
distribution paid by the Company and no right to a share in the
distribution of the surplus assets of the Company on a summary
winding-up. Provided the holder of the Sponsor Share holds directly
or indirectly 5 per cent. or more of the issued and outstanding
shares of the Company (of whatever class other than any Sponsor
Shares), they have the right to appoint one director to the
Board.
The Company must receive the prior consent of the holder of the
Sponsor Share, where the holder of the Sponsor Share holds directly
or indirectly 5 per cent. or more of the issued and outstanding
shares of the Company, in order to:
-- Issue any further Sponsor Shares;
-- issue any class of shares on a non pre-emptive basis where the Company would be required to issue such share
pre-emptively if it were incorporated under the UK Companies Act 2006 and acting in accordance with the
Pre-Emption Group's Statement of Principles; or
-- amend, alter or repeal any existing, or introduce any new share-based compensation or incentive scheme in respect
of the Group; and
-- take any action that would not be permitted (or would only be permitted after an affirmative shareholder vote) if
the Company were admitted to the Premium Segment of the Official List.
The Sponsor Share also confers upon the holder the right to
require that: (i) any purchase of ordinary shares; or (ii) the
Company's ability to amend the Memorandum and Articles, be subject
to a special resolution of members whilst the Sponsor (or an
individual holder of a Sponsor Share) holds directly or indirectly
5 per cent. or more of the issued and outstanding shares of the
Company (of whatever class other than any Sponsor Shares) or are a
holder of incentive shares.
15. SHARE BASED PAYMENTS
Management Long Term Incentive Arrangements
The Group has put in place a Long Term Incentive Plan ("LTIP"),
to ensure an alignment with all Shareholders, and the high
competition for the best executive management talent.
The LTIP will only reward the participants if shareholder value
is created. This ensures alignment of the interests of management
directly with those of Shareholders.
On inception of the LTIP, Incentive Shares were issued by the
Company's subsidiary to Marwyn Long Term Incentive LP ("MLTI"). On
17 June 2022, the Incentive Shares in the Company's subsidiary were
redesignated into A1 ordinary shares ("A1 Shares") and A2 ordinary
shares ("A2 Shares"). Effective 19 June 2022, the Incentive shares
issued to MLTI were redesignated as A2 Shares and the Company's
Chairman, Mark Hodges, was issued 2,000 A1 Shares.
Preferred Return
The incentive arrangements are subject to the Company's
shareholders achieving a preferred return of at least 7.5 per cent.
per annum on a compounded basis on the capital they have invested
from time to time (with dividends and returns of capital being
treated as a reduction in the amount invested at the relevant time)
(the "Preferred Return").
Incentive Value
Subject to a number of provisions detailed below, if the
Preferred Return and at least one of the vesting conditions have
been met, the holders of the Incentive Shares can give notice to
redeem their Incentive Shares for ordinary shares in the Company
("Ordinary Shares") for an aggregate value equivalent to 20 per
cent. of the "Growth", where Growth means the excess of the total
equity value of the Company and other shareholder returns over and
above its aggregate paid up share capital (20 per cent. of the
Growth being the "Incentive Value").
Grant date
The grant date of the Incentive Shares will be the date that
such shares are issued.
Service Conditions and Leaver Provisions
There are leaver provisions in relation to the A1 Shares which
are set out in the subscription agreements entered into between the
holders of the A1 Shares and MAC II (BVI) Limited. 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 the holder of the A1 Shares will be entitled to the vested
portion of the A1 Shares and in respect of the remainder of the A1
Shares the holder will be required to enter into documentation
under which, at the election of the Company or MAC II (BVI) Limited
the remainder of the A1 Shares will be compulsorily redeemed or
acquired at the lower of the (i) the subscription price or (ii) the
market value for such A1 Shares or the A1 Shares may be converted
into ordinary shares in the Company. 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 MAC II (BVI) Limited for a total consideration of GBP0.01. As
there are conditions whereby the unvested portion of the A1 Shares
can be redeemed or acquired at the lower of the (i) the
subscription price or (ii) the market value for such A1 Shares, the
amounts received on the issue of A1 Shares is recognised as a
liability in the Financial Statements.
Redemption / Exercise
Unless otherwise determined and subject to the redemption
conditions having been met, the Company and the holders of the
Incentive Shares have the right to exchange each Incentive Share
for Ordinary Shares in the Company, which will be dilutive to the
interests of the holders of Ordinary Shares. However, if the
Company has sufficient cash resources and the Company so
determines, the Incentive Shares may instead be redeemed for cash.
It is currently expected that in the ordinary course Incentive
Shares will be exchanged for Ordinary Shares. However, the Company
retains the right but not the obligation to redeem the Incentive
Shares for cash instead. Circumstances where the Company may
exercise this right include, but are not limited to, where the
Company is not authorised to issue additional Ordinary Shares or on
the winding-up or takeover of the Company.
Any holder of Incentive Shares who exercises their Incentive
Shares prior to other holders is entitled to their proportion of
the Incentive Value to the date that they exercise but no more.
Their proportion is determined by the number of Incentive Shares
they hold relative to the total number of issued shares of the same
class.
Vesting Conditions and Vesting Period
The Incentive 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 Incentive Shares to exercise its redemption
right. The vesting conditions are as follows:
i. it is later than the third anniversary of the initial
Business acquisition and earlier than the seventh anniversary of
the Business acquisition;
ii. a sale of all or substantially all of the revenue or net
assets of the business of the Subsidiary in combination with the
distribution of the net proceeds of that sale to the Company and
then to its shareholders;
iii. a sale of all of the issued ordinary shares of the
Subsidiary or a merger of the Subsidiary in combination with the
distribution of the net proceeds of that sale or merger to the
Company's shareholders;
iv. where by corporate action or otherwise, the Company effects
an in-specie distribution of all or substantially all of the assets
of the Group to the Company's shareholders;
v. aggregate cash dividends and cash capital returns to the
Company's Shareholders are greater than or equal to aggregate
subscription proceeds received by the Company;
vi. a winding up of the Company;
vii. a winding up of the Subsidiary; or
viii. a sale, merger or change of control of the Company.
If any of the vesting conditions described in paragraphs (ii) to
(viii) above are satisfied before the third anniversary of the
initial Business acquisition, the A Shares will be treated as
having vested in full.
Holding of Incentive Shares
MLTI and Mark Hodges hold Incentive Shares entitling them to 100
per cent. of the Incentive Value. Any future management partners or
senior executive management team members receiving Incentive Shares
will be dilutive to the interests of existing holders of Incentive
Shares, however the share of the Growth of the Incentive Shares in
aggregate will not increase.
The following shares were in issue at 31 December 2022.
Issue price
Share per A Unrestricted
designation ordinary Number of A market value IFRS 2 Fair
at balance share ordinary at grant value
Issue date Name sheet date Nominal Price GBP's shares date GBP's GBP's
25 November
2020 MLTI A2 GBP0.01 7.50 2,000 15,000 169,960
------------- ------------- -------------- ------------ ------------ ------------- -------------
19 June 2022 Mark Hodges A1 GBP0.01 23.50 2,000 47,000 166,275
------------- ------------- -------------- ------------ ------------ ------------- -------------
Valuation of Incentive Shares
Valuations were performed by Deloitte LLP using a Monte Carlo
model to ascertain the unrestricted market value and the fair value
at grant date. Details of the valuation methodology and estimates
and judgements used in determining the fair value are noted
herewith and were in accordance with IFRS 2 at grant date. There
are significant estimates and assumptions used in the valuation of
the Incentive Shares. Management has considered at the grant date,
the probability of a successful first Business Acquisition by the
Company and the potential range of value for the Incentive Shares,
based on the circumstances on the grant date.
The fair value of the Incentive Shares granted under the scheme
was calculated using a Monte Carlo model with the following
inputs:
Share designation at balance
Issue date Name sheet date Volatility Risk-free rate Expected term (years)
25 November 2020 MLTI A2 25% 0.0% 7.0
------------- ----------------------------- ----------- --------------- ----------------------
19 June 2022 Mark Hodges A1 30% 2.2% 7.1
------------- ----------------------------- ----------- --------------- ----------------------
The Incentive Shares are subject to the Preferred Return being
achieved, which is a market performance condition, and as such has
been taken into consideration in determining their fair value. The
model incorporates a range of probabilities for the likelihood of a
Business Acquisition being made of a given size.
Expense related to Incentive Shares
An expense of GBP14,652 (2021: GBPNil) has been recognised in
the Statement of Comprehensive Income in respect of the Incentive
Shares issued during the year. At 31 December 2022, the share based
payment reserve was GBP185,781 (31 December 2021: GBP171,129).
There is a service condition associated with the shares issued to
Mark Hodges, which requires the fair value charge associated with
his shares to be allocated over the minimum vesting period. This
vesting period is estimated to be 4.0 years from the date of
grant.
There are no service conditions attached to the MLTI shares and
as result the fair value at grant date was expensed to the profit
and loss account on issue.
16. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments
at the period end:
As at 31 December As at 30 June
2022 2022
Unaudited Audited
GBP GBP
Financial assets measured at amortised
cost
Cash and cash equivalents 9,091,686 10,254,198
Due from related party (note 17) 1 42,001
----------------- -------------
9,091,687 10,296,199
================= =============
Financial liabilities measured at
amortised cost
Trade payables 75,346 74,740
Due to a related party (note 17) 58,670 109,735
Accruals 198,779 141,026
A1 ordinary share liability 47,000 47,000
-----------------
379,795 372,501
----------------- -------------
Financial liabilities measured at
fair value to profit and loss
Warrant Liability 2,540,000 2,413,000
----------------- -------------
2,540,000 2,413,000
================= =============
The fair value and book value of the financial assets and
liabilities are materially equivalent.
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. As the Group's
assets are predominantly cash and cash equivalents, market risk and
liquidity risk are not currently considered to be material risks to
the Group.
17. RELATED PARTIES
Mark Brangstrup Watts and James Corsellis have served as
directors of the Company during the period and Antoinette
Vanderpuije is the Company Secretary of the Company. Funds managed
by Marwyn Investment Management LLP ("MIMLLP"), of which James
Corsellis is the managing partner, hold 75 per cent. Of the
Company's issued ordinary shares and warrants and 100% of the A
shares and A warrants at the period end date as well as the Sponsor
Share. The GBP1 due for the Sponsor Share remains unpaid at the
period end (31 June 2022: unpaid). During the period MIMLLP
recharged expenses of GBPnil ( period ended 31 December 2021 :
GBP54,669), of which GBPnil (30 June 2022: GBPnil) was outstanding
at the period end. Mark Brangstrup Watts was a director of the
Company until 6 November 2022, up until this date Mark Brangstrup
Watts was also a managing partner of MIMLLP.
James Corsellis and Antoinette Vanderpuije have an indirect
beneficial interest in the A2 ordinary shares issued by MAC II
(BVI) Limited to Marwyn Long Term Incentive LP which is disclosed
in note 15. Mark Brangstrup Watts also had an indirect beneficial
interest in the A2 ordinary shares until he stepped down as
director on 6 November 2022.
Mark Hodges has a direct interest in the A1 ordinary shares
issued by MAC II (BVI) Limited, as disclosed in note 15.
James Corsellis is also the managing partner of Marwyn Capital
LLP, which provides corporate finance support, company secretarial,
administration and accounting services to the Company. Antoinette
Vanderpuije is a partner of Marwyn Capital LLP. On an ongoing basis
a monthly fee of GBP50,000 per calendar month charged for the
provision of the corporate finance services and managed services
support is charged on a time spent basis. The total amount charged
in the period ended 31 December 2022 by Marwyn Capital LLP for
services was GBP346,012 ( period ended 31 December 2021 :
GBP85,614) and they had incurred expenses on behalf of the Company
of GBP76,401 ( period ended 31 December 2021 : GBP1,860) and of
this GBP58,670 (30 June 2022: GBP109,735) was outstanding as at the
period end.
The Company has recharged costs during the period associated
with provision of project services of GBP10,750 ( period ended 31
December 2021 : GBP4,729) to Marwyn Acquisition Company III Limited
("MAC III"), of which GBPnil (30 June 2022: GBP42,000) was due to
the Company at period end. MAC III is related to the Group through
James Corsellis and Antoinette Vanderpuije being directors of MAC
III.
18. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding
at 31 December 2022 (31 December 2021: Nil) that require disclosure
or adjustment in these financial statements.
19. POST BALANCE SHEET EVENTS
On 31 March 2023, the Placing Programme lapses and as such on
this date GBP723,592 of costs incurred which are currently included
in current asset deferred costs will be taken to the profit and
loss account and recorded under non-recurring project, professional
and diligence costs.
There are no other post balance sheet events that require
adjustment or disclosure in these interim financial statements.
ADVISORS
Financial Adviser BVI legal advisers to the Company
Investec Bank Plc Conyers Dill & Pearman
30 Gresham St Commerce House
London Wickhams Cay 1
EC2V 7QN Road Town
+44 (0)20 7597 4000 VG1110
Financial Adviser Tortola
British Virgin Islands
Financial Adviser Depository
N.M. Rothschild & Sons Limited Link Market Services Trustees
Limited
New Court, St Swithin's Lane The Registry
London 34 Beckenham Road
EC4N 8AL Beckenham
020 7280 5000 Kent
BR3 4TU
Company Secretary Registrar
Antoinette Vanderpuije Link Market Services (Guernsey)
Limited
11 Buckingham Street Mont Crevelt House
London Bulwer Avenue
WC2N 6DF St Sampson
Email: MAC2@marwyn.com Guernsey
GY2 4LH
Registered Agent and Assistant Independent auditor
Company Secretary
Conyers Corporate Services (BVI) Baker Tilly Channel Islands
Limited Limited
Commerce House First floor, Kensington Chambers
Wickhams Cay 1 46-50 Kensington Place
Road Town St Helier
VG1110 Jersey
Tortola JE4 0ZE
British Virgin Islands +44 (0) 1534 755150
English legal advisers to the Registered office
Company
Travers Smith LLP Commerce House
10 Snow Hill Wickhams Cay 1
London Road Town
EC1A 2AL VG1110
Tortola
British Virgin Islands
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END
IR DZGFFVMKGFZG
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