INTERIM RESULTS & PLACING PROGRAMME INTENTION

RNS Number : 8400G

Marwyn Acquisition Company III Ltd

31 March 2022

 

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: 254900YT8SO8JT2LGD15

Marwyn Acquisition Company III Limited  

(the "Company")

INTERIM RESULTS & INTENTION TO LAUNCH PLACING PROGRAMME

The Company announces its interim results for the period ended 31 December 2021, which are available on the 'Shareholder Documents' page of the Company's website at  www.marwynac3.com .

The Directors have continued to progress discussions with advisers regarding the most efficient and flexible capital structure for the Company to execute its strategy, including a potential further equity raise which was first announced by the Company as being under consideration in April 2021. The Board notes that Marwyn Acquisition Company II Limited has today released a prospectus in relation to a 12 month placing programme for a redeemable share class.  The Board intends to launch a similar placing programme for the Company and expects to make further relevant announcements in due course.

Enquiries: 

Company Secretary

Antoinette Vanderpuije 020 7004 2700

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   020 7220 1666

Harry Ansell

Katy Mitchell

MARWYN ACQUISITION COMPANY III LIMITED

Unaudited Interim

Condensed Consolidated Financial Statements for the six months ended 31 December 2021

MANAGEMENT REPORT

I present to shareholders the unaudited interim condensed consolidated financial statements of Marwyn Acquisition Company III Limited (the "Company") for the six months to 31 December 2021 (the "Consolidated Interim Financial Statements"), consolidating the results of Marwyn Acquisition Company III Limited and its subsidiary MAC III (BVI) Limited (collectively, the "Group" or "MAC") .

Strategy

The Company is listed on the Standard Segment of the Official List of the Financial Conduct Authority and its ordinary shares are admitted to trading on the Main Market of the London Stock Exchange. The Company is an acquisition company incorporated 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 (a "Business Acquisition"). While the Company will consider a broad range of sectors, those currently believed to provide the greatest opportunity and on which the Company will initially be focussed include Media & Entertainment, Technology & Software, Consumer E-Commerce, Healthcare & Diagnostics and B2B Services. The Company's strategy is included in full on the Company's website at https://www.marwynac3.com/about-us/investment-focus/default.aspx .

The Company's objective is to generate attractive long term returns for shareholders and to enhance value by supporting sustainable growth, acquisitions and performance improvements within the acquired businesses or companies.

The Company will seek to capitalise on the combined investment experience of its founders (James Corsellis and Mark Brangstrup Watts), further supported by the capabilities of the Marwyn group. The Company believes that such directors' experience founding and managing businesses over a 19 year track record of working together and executing an investment strategy comparable to that of the Company will be of significant value in helping to achieve the Company's objectives of sourcing and executing a successful acquisition and delivering sustainable long term equity returns to shareholders.

Activity

During the period the Directors have continued to progress discussions with advisers regarding the most efficient capital structure for the Company to execute its strategy, including a potential further equity raise which was first announced by the Company as being under consideration in April 2021. Over time, and in response to market conditions and conversations with potential investors, both the nature and the structure of the equity raise has evolved.  Having considered the different opportunities available to the Company to raise capital, as at the date of signing these financial statements the Company intends to publish a placing programme relating to the issue of redeemable share capital in due course.

As a result of the change in nature and structure of the equity raise from that which was initially explored and announced as being under consideration in April 2021, a portion of the costs incurred in the period to 30 June 2021 are no longer considered directly attributable to a future placing programme and accordingly costs previously recorded as prepayments pending their allocation against equity on completion of the capital raise will be taken to profit and loss. As a result, costs of £459,004, which were recorded in prepayments as at 30 June 2021, have been recorded as an expense in the six month period to 31 December 2021.

Results

The Group's loss after taxation for the period to 31 December 2021 was £ 519,323 (period to 31 December 2020: loss of £222,458). The Group held a cash balance at the period end of £11,726,030   (as at 30 June 2021: £12,255,385).

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 have carried out a robust assessment of the principal risks facing the Group including those that would threaten its business model, future performance, solvency or liquidity. There have been no significant changes to the principal risks described in the Group's Annual Report and Consolidated Financial Statements for the period ended 30 June 2021. The Directors are of the opinion that the risks detailed therein are applicable to the six-month period to 31 December 2021, as well as the remaining six months of the current financial year.  Any specific risks relating to the intended placing programme will be set out in the prospectus relating to the placing programme to be made available by the Company in due course.

Outlook

We believe there is significant opportunity to invest in businesses that have the potential to be long term beneficiaries of the changes to their respective sectors and the underlying acceleration of digitalisation that the current macro environment has brought about. We are active in pursuing and evaluating opportunities with advisers, potential management partners, and acquisition targets and are confident about acquiring an attractive platform business for our shareholders

REPONSIBILITY 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.marwynac3.com .

James Corsellis
Chairman
31 March 2022

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

		Six months ended		Period ended
		31 December		31 December
		2021		2020
	Note	Unaudited		Unaudited
		£		£
Administrative expenses	6	(646,323)		(222,458)
Total operating loss		(646,323)		(222,458)
Other income	7	127,000		-
Loss for the period before tax		(519,323)		(224,458)
Income tax	8	-		-
Loss for the period		(519,323)		(222,458)
Total other comprehensive income		-		-
Total comprehensive loss for the period		(519,323)		(222,458)
Loss per ordinary share
Basic and diluted	9	(0.04)		(0.32)

The Group's activities derive from continuing operations.

The Notes on pages 9 to 18 form an integral part of these Consolidated Interim Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		As at 31 December 2021		As at 30 June 2021
	Note	Unaudited		Audited
		£		£
Assets
Current assets
Other receivables	11	245,874		635,690
Cash and cash equivalents	12	11,726,030		12,255,385
Total current assets		11,971,904		12,891,075
Total assets		11,971,904		12,891,075
Equity and liabilities
Equity
Ordinary Shares	15	326,700		326,700
A Shares	15	10,320,000		10,320,000
Sponsor share	15	1		1
Share-based payment reserve		169,960		169,960
Accumulated losses		(1,155,464)		(636,141)
Total equity		9,661,197		10,180,520
Current liabilities
Trade and other payables	13	659,707		932,555
Warrants	14	1,651,000		1,778,000
Total liabilities		2,310,707		2,710,555
Total equity and liabilities		11,971,904		12,891,075

The Notes on pages 9 to 18 form an integral part of these Consolidated Interim Financial Statements.

The financial statements were approved by the Board of Directors on 31 March 2022 and were signed on its behalf by:

James Corsellis
Chairman

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Notes	Ordinary shares	A Shares	Sponsor share	Share based payment reserve		Total equity
						Accumulated losses
		£	£	£	£	£	£
Balance as at 1 July 2021		326,700	10,320,000	1	169,960	(636,141)	10,180,520
Loss and total comprehensive loss for the period		-	-	-	-	(519,323)	(519,323)
Balance as at 31 December 2021		326,700	10,320,000	1	169,960	(1,155,464)	9,661,197

	Notes	Ordinary shares	A Shares	Sponsor share	Share based payment reserve		Total equity
						Accumulated losses
		£	£	£	£	£	£
Balance at 31 July 2020		-	-	-	-	-	-
Issuance of 1 ordinary share	15	1	-	-	-	-	1
Redesignation of 1 ordinary share	15	(1)	-	1	-	-	-
Issuance of 700,000 ordinary shares1	15	602,000	-	-	-	-	602,000
Share issue costs	15	(275,300)	-	-	-	-	(275,300)
Loss and total comprehensive loss for the period		-	-	-	-	(222,458)	(222,458)
Share-based payment charge		-	-	-	169,960	-	169,960
Balance as at 31 December 2020		326,700	-	1	169,960	(222,458)	274,203

The Notes on pages 9 to 18 form an integral part of these Consolidated Interim Financial Statements.

¹ The amounts raised from issuance of ordinary shares and matching warrants were required to be split between equity and warrant liability based on the fair value attributable to these. Therefore, the amounts shown should be considered alongside the warrant liability as detailed in note 14.

CONSOLIDATED STATEMENT OF CASH FLOWS

		Six months ended 31 December 2021		Period ended 31 December 2020
	Note	Unaudited		Unaudited
		£		£
Operating activities
Loss for the period		(519,323)		(222,458)
Adjustments to reconcile total operating loss to net cash flows:
Deduct fair value gain on warrant liability	14	(127,000)		-
Add back share based payment expense		-		154,960
Working capital adjustments:
Decrease / (increase) in trade and other receivables and prepayments		389,816		(20,192)
(Decrease) / increase in trade and other payables		(272,848)		153,648
Net cash flows used in operating activities		(529,355)		65,958
Financing activities
Proceeds from issue of ordinary share capital and matching warrants	15	-		700,001
Proceeds from issue of A share capital in MAC III (BVI) Limited		-		15,000
Cost of share issuance		-		(275,300)
Net cash flows from financing activities		-		439,701
Net (decrease)/increase in cash and cash equivalents		(529,355)		505,659
Cash and cash equivalents at the beginning of the period		12,255,385		-
Cash and cash equivalents at the end of the period	12	11,726,030		505,659

The Notes on pages 9 to 18 form an integral part of these Consolidated Interim Financial Statements.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.  GENERAL INFORMATION

Marwyn Acquisition Company III Limited was incorporated on 31 July 2020 in the British Virgin Islands ("BVI") as a BVI business company (registered number 2040967) 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 III (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 the 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 2021, which is available on the Company's website, www.marwynac3.com .

(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

Standards, amendments and interpretation effective and adopted by the Group

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 period ended 30 June 2021, which were prepared in accordance with the 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 January 2020. None of the new 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
Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37);	1 January 2022
Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16);	1 January 2022
Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41);	1 January 2022
Amendments to IFRS 3: References to Conceptual Framework;	1 January 2022
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current	1 January 2023
Disclosure of accounting policies (Amendments to IAS 1)	1 January 2023
Definition of accounting estimates (Amendments to IAS 8)	1 January 2023
Amendments to IFRS 17 Insurance contracts	1 January 2023
Amendments to IAS 12 Income Taxes: Deferred tax related to assets and liabilities arising from a similar transaction	1 January 2023

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.

Critical accounting judgements

Recognition and classification of prepayment relating to a possible further equity raise

The Directors have continued to progress a further equity raise which was first announced by the Company in April 2021.  As at 30 June 2021, £713,160 was accrued in relation to the potential equity raise, of which £592,827 was included in current asset prepayments. As set out in the Management Report, since 30 June 2021, both the nature and the structure of the fundraise has evolved, and as a result the Directors have considered each of the costs associated with this project to determine whether:

(i)  they are directly attributable to the issuance of shares, and therefore would be taken as a deduction from equity on the issuance of further equity, or;

(ii)  they should be taken directly to Profit or Loss.

As at 31 December 2021, £459,004 previously recorded in current asset prepayments has been taken to the profit and loss account. At the period end, £186,594 has been included in current asset prepayments (refer to note 11) as these costs are directly attributable to a future issuance of shares. Following an equity raise, these costs will be reclassified from prepayments to equity. However, there is no certainty that this capital raise will take place. If a capital raise does not take place, these costs will be expensed to profit and loss.

Key sources of estimation uncertainty

Valuation of warrants

The Company has issued matching warrants on both the issue 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 £1.00 per share (subject to a downward adjustment under certain conditions). The Warrants are exercisable at any time until five years after the issue date. The Warrants were valued using the Black-Scholes option pricing methodology which considered 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

The Group does not have any employees. During the six months ended 31 December 2021, the Company had two directors: James Corsellis and Mark Brangstrup Watts, neither director received remuneration under the terms of their director service agreements. The Directors are indirectly beneficially interested in Incentive Shares held by the Company's subsidiary which were issued in the period ended 30 June 2021.

6.  ADMINISTRATIVE EXPENSES

	For six months ended 31 December 2021		For the period ended 31 December 2020
	Unaudited		Unaudited
	£		£
Group expenses by nature
Professional support	202,070		19,260
Non-recurring project, professional and due diligence costs	413,527		43,686
Share based payment expense	-		154,960
Audit Fees	22,500		4,000
Other expenses	8,226		552
	646,323		222,458

7.  OTHER INCOME 

	For six months ended 31 December 2021		For the period ended 31 December 2020
	Unaudited		Unaudited
	£		£
Fair value gain on warrant liability	127,000		-
	127,000		-

The fair value gain arising on the warrant liability is discussed further in note 14.

8.  TAXATION

	For six months ended 31 December 2021		For the period ended 31 December 2020
	Unaudited		Unaudited
	£		£
Analysis of tax in period
Current tax on profits for the period	-		-
Total current tax	-		-

Reconciliation of effective rate and tax charge:

	For six months ended 31 December 2021		For the period ended 31 December 2020
	Unaudited		Unaudited
	£		£
Loss on ordinary activities before tax	(519,323)		(222,458)
Expenses not deductible for tax purposes	122		24,861
Loss on ordinary activities subject to corporation tax	(519,201)		(197,597)
Loss on ordinary activities multiplied by the rate of corporation tax in the UK of 19% (2020: 19%)	(98,648)		(37,543)
Effects of:
Losses carried forward for which no deferred tax recognised	98,648		37,543
Total taxation charge	-		-

The Group is tax resident in the UK. As at 31 December 2021, cumulative tax losses available to carry forward against future trading profits were £997,766 (As at 31 December 2020: £37,543) 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.

9.  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 14 (warrants) of these Consolidated Interim Financial Statements and refer to note 17 (share-based payments) of the Group's Annual Report and Consolidated Financial Statements for the period ended 30 June 2021 for instruments that could potentially dilute basic EPS in the future.

	For six months ended 31 December 2021		For the period ended 31 December 2020
	Unaudited		Unaudited
Loss attributable to owners of the parent (£'s)	(519,323)		(222,458)
Weighted average in issue	12,700,000		700,000
Basic and diluted loss per ordinary share (£'s)	(0.04)		(0.32)

10.  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 2021:

Subsidiary	Nature of business	Country of incorporation	Proportion of ordinary shares held by parent	Proportion of ordinary shares held by the Group
MAC III (BVI) Limited	Incentive 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 III (BVI) Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands .

11.  OTHER RECEIVABLES

	As at 31 December 2021		As at 30  June 2021
	Unaudited		Audited
	£		£
Amounts receivable in one year:
Prepayments	202,551		597,485
Due from a related party	1		1
VAT receivable	43,322		38,204
	245,874		635,690

There is no material difference between the book value and the fair value of the receivables.

Receivables are considered to be past due once they have passed their contracted due date. Other receivables are all current. Prepayments at the period end includes professional costs of £186,594 ( as at period ended 30 June 2021: £592,827) incurred in connection with potential equity raises that will be deducted from equity should the equity raise complete. This is discussed in further detail in note 13 and outlined in the critical accounting judgements in note 3.

12.  CASH AND CASH EQUIVALENTS

	As at 31 December 2021		As at 30 June 2021
	Unaudited		Audited
	£		£
Cash and cash equivalents
Cash at bank	11,726,030		12,255,385
	11,726,030		12,255,385

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.

13.  TRADE AND OTHER PAYABLES

	As at 31 December 2021		As at 30  June 2021
	Unaudited		Audited
	£		£
Amounts falling due within one year:
Trade payables	8,145		70,694
Due to a related party	59,127		65,319
Accruals	592,435		796,542
	659,707		932,555

There is no material difference between the book value and the fair value of the trade and other payables.

In connection with the Company's exploration of a potential further equity raise as announced to the market on 20 April 2021, the Company has incurred professional adviser costs. An amount of, £186,594 (as at period ended 30 June 2021: £ 592,827 ) is included in prepayments as detailed in note 11 as it directly relates to the potential issuance of share capital and therefore would be reflected in equity. An amount of £413,527 ( as at period ended 30 June 2021: £120,333) has been taken to the profit and loss account and is included within non-recurring project, professional and diligence costs. Accruals in respect of these costs as at the period end totalled £554,792 (as at period ended 30 June 2021: £713,160) and are non-interest bearing and are expected to be settled within 12 months and have been classified as current. Further detail is included in the critical accounting judgements note 3.

All trade payables are non-interest bearing and are usually paid within 30 days.

14.  WARRANT LIABLITY

		As at 31 December 2021		As at 30 June 2021
		Unaudited		Audited
		£		£
Amounts falling due within one year:
Warrant liability - ordinary shares		91,000		98,000
Warrant liability - A shares		1,560,000		1,680,000
		1,651,000		1,778,000

On 4 December 2020, the Company issued 700,000 ordinary shares and matching warrants at a price of £1 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 £1 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 £1 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 £1 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 instrument 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 £1, 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. On initial recognition, Warrants had a fair value of 14p per Warrant. This remained unchanged until 31 December 2021 (the balance sheet date) where the fair value reduced to 13p per warrant.

The key assumptions used in determining the fair value of the Warrants are as follows:

		As at 31 December 2021		As at 30 June 2021
		Unaudited		Audited
Combined price of a share and warrant		£1		£1
Exercise price		£1		£1
Expected volatility		25.0%		25.0%
Risk free rate		0.75%		0.32%
Expected dividends		0.0%		0.0%
Expected term		5 years from the IPO and 3.9 years from the period end date		5 years from the IPO and 4.4 years from the period end date

A 5-percentage point in the expected volatility rate would not have a material impact on the fair value of the Warrants.

15.  SHARE CAPITAL

		As at 31 December 2021		As at 30 June 2021
		Unaudited		Audited
		£		£
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

On incorporation, the Company issued 1 ordinary share of no par value to MVI II Holdings I LP. On 30 September 2020, it was resolved that updated memorandum and articles ("Updated M&A") be adopted by the Company and with effect from the time the Updated M&A be registered with the Registrar of Corporate Affairs in the British Virgin Islands, the 1 ordinary share which was in issue by the Company be redesignated as 1 sponsor share of no par value (the "Sponsor Share"). Holders of ordinary shares are entitled to receive notice and attend and vote at any meeting of members, the right to 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.

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.

16.  FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS

The Group has the following categories of financial instruments at the period end:

	As at 31 December 2021		As at  30 June 2021
	Unaudited		Audited
	£		£
Financial assets measured at amortised cost
Cash and cash equivalents	11,726,030		12,255,385
Other receivables	1		1
	11,726,031		12,255,386
Financial liabilities measured at amortised cost
Trade and other payables	659,707		867,236
	659,707		867,236
Financial liabilities measured at fair value to profit and loss
Warrant Liability	1,651,000		1,778,000
	1,651,000		1,778,000

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

James Corsellis and Mark Brangstrup Watts are directors of the Company and Antoinette Vanderpuije is the Company Secretary of the Company. Funds managed by Marwyn Investment Management LLP ("MIM"), of which James Corsellis and Mark Brangstrup Watts are managing partners and Antoinette Vanderpuije is a 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. During the period MIM recharged expenses of £54,669 (2020: 11,805), of which £48,000 (30 June 2021: £nil) was outstanding at the period end.

James Corsellis, Mark Brangstrup Watts and Antoinette Vanderpuije have a beneficial interest in the Incentive Shares through their indirect interest in Marwyn Long Term Incentive LP which owns 2,000 A ordinary shares in the capital of MAC III (BVI) Limited, details in respect of the incentive shares are included in the financial statements to 30 June 2021.

James Corsellis and Mark Brangstrup Watts are the managing partners of Marwyn Capital LLP, and Antoinette Vanderpuije is also a partner. Marwyn Capital LLP provides corporate finance advice, company secretarial, administration and accounting services to the Company. As part of this engagement a fee of £150,000 was charged in relation to the listing of the Company in 2020. On an ongoing basis a monthly fee of £10,000 per calendar month charged for the provision of the corporate finance services and managed services support on a time spent basis. The total amount charged in the period ended 31 December 2021 by Marwyn Capital LLP for services was £85,614 (2020: £160,000) and they had incurred expenses on behalf of the Company of £1,860 (2020: £Nil). £11,127 (30 June 2021: £41,355) was outstanding as at the period end.

The Company was charged costs during the period associated with provision of project services of £4,729 (2020: £Nil) from Marwyn Acquisition Company II Limited ("MAC II"), of which £Nil (30 June 2021: £23,964) was due to MAC II at period end. MAC II is related to the Group through James Corsellis and Mark Brangstrup Watts being directors of MAC II.

18.  COMMITMENTS AND CONTINGENT LIABILITIES

There were no commitments or contingent liabilities outstanding at 31 December 2021 that requires disclosure or adjustment in these financial statements.

19.  POST BALANCE SHEET EVENTS

There have been no post balance sheet events that would require disclosure or adjustment to these 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
[phone]	VG1110
Financial Adviser	Tortola
	British Virgin Islands
Company Broker	Depository
WH Ireland Limited	Link Market Services Trustees Limited
24 Martin Lane	The Registry
London	34 Beckenham Road
EC4R 0DR	Beckenham
[phone]	Kent
Company Broker	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: [e-mail]	Guernsey
	GY2 4LH
Registered Agent and Assistant Company Secretary	Independent auditor
Conyers Corporate Services (BVI) Limited	Mazars LLP
Commerce House	Tower Bridge House
Wickhams Cay 1	St. Katharine's Way
Road Town	London
VG1110	E1W 1DD
Tortola
British Virgin Islands
English legal advisers to the Company	Registered office
Travers Smith LLP	Commerce House
10 Snow Hill	Wickhams Cay 1
London	Road Town
EC1A 2AL	VG1110
	Tortola
	British Virgin Islands

DISCLAIMERS

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.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements relate to matters that are not historical facts regarding the Company's business strategy, financing strategies, investment performance, results of operations, financial condition, prospects and dividend policies of the Company and the assets in which it will invest.  By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.  Forward-looking statements are not guarantees of future performance.  There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, changes in general market conditions, legislative or regulatory changes, changes in taxation regimes or development planning regimes, the Company's ability to acquire suitable assets on a timely basis and the availability and cost of capital for future acquisitions.

The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by FSMA, the Listing Rules, the Prospectus Regulation Rules made under Part VI of the FSMA or the Financial Conduct Authority, the UK version of the Market Abuse Regulation (2014/596/EU) or other applicable laws, regulations or rules. 

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.

 

END

 

 

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