Interim Results & Termination of Placing Programme

RNS Number : 9550U

Marwyn Acquisition Company III 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: 254900YT8SO8JT2LGD15

Marwyn Acquisition Company III Limited

(the "Company")

INTERIM RESULTS & TERMINATION OF PLACING PROGRAMME

The Company announces its interim results for the period ended 31 December 2022, which are available on the 'Shareholder Documents' page of the Company's website at  www.marwynac3.com .

The Directors have today approved the termination of the 12-month placing programme described in the Company prospectus dated 29 April 2022 ("Placing Programme"), pursuant to which the Company had the ability to issue up to 500 million C ordinary redeemable shares ("C Shares") at an issue price of £1 per C Share in order to raise up to an aggregate of £500 million. The Placing Programme was due to lapse on 29 April 2023.

The Directors believe that terminating the Placing Programme 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 management partners and platform acquisition, but also does not preclude the Company from publishing a further placing programme prospectus in the future should the issue of C Shares be considered particularly advantageous at that time for the ongoing strategic direction of the Company.

Company Secretary

Antoinette Vanderpuije - 020 7004 2700

Marwyn Acquisition Company III Limited, 11 Buckingham Street, London, WC2N 6DF

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 III 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 III Limited (the "Company") for the six months to 31 December 2022 (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 was incorporated on 31 July 2020 and subsequently listed on the Main Market of the London Stock Exchange on 4 December 2020. 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'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 companies.

The Directors believe there is significant opportunity to invest in companies that are positioned to take advantage of the structural change arising from an unprecedented acceleration of digitalisation brought about by the current macroeconomic environment, affecting the way people live, work and consume, and the way businesses operate, engage and sell to customers.

While a broad range of sectors will be considered by the Directors, those which they believe will provide the greatest opportunity and which the Company will initially focus on include:

• Automotive & Transport;

• Clean Technology;

• Consumer & Luxury Goods;

• Banking & FinTech;

• Insurance, Reinsurance & InsurTech & Other Vertical Marketplaces

• Media & Entertainment;

• Healthcare & Diagnostics; and

• Business-to-Business Services.

The Directors may consider other sectors if they believe such sectors present a suitable opportunity for the Company.

The Company will seek to identify situations where a combination of management expertise, improving operating performance, freeing up cashflow for investment, and implementation of a focussed buy and build strategy can unlock growth in their core markets and often into new territories and adjacent sectors.

Activity

The Company has continued through the period to both identify and progress the development of opportunities to partner with highly experienced management teams, in a range of sectors. The Directors have considered and continue to develop these discussions where the flexible structure of the Company is seen as attractive in unlocking proprietary deal flow or supporting the execution of a buy and build strategy utilising the benefits of the Company's listed status and the potential for significant shareholder value creation.

On 29 April 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 £1 per C share in order to raise up to an aggregate of £500 million. The Placing Programme lapses on 29 April 2023. The Directors have today approved the termination of the Placing Programme and believe that that in doing so saves the significant legal and professional fees and management time that would be incurred in its renewal whilst the focus remains firmly on partnering with a highly experienced management team, 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. As such effective 31 March 2023, £715,092 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.

Results

The Group's loss after taxation for the period to 31 December 2022 was £509,128 (period to 31 December 2021: loss of £519,323). The Group held a cash balance at the period end of £ 10,180,457 (as at 30 June 2022: £10,483,374).

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.marwynac3.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

The Directors 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. The Directors continue to progress discussions with potential management partners with significant experience and proven track records in their respective sectors, and look forward to updating shareholders in due course.

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.marwynac3.com .

James Corsellis
Chairman
31 March 2023

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

		Six months ended		Six months ended
		31 December		31 December
		2022		2021
	Note	Unaudited		Unaudited
		£		£
Administrative expenses	6	(358,238)		(646,323)
Total operating loss		(358,238)		(646,323)
Finance income		103,110		-
Fair value (loss)/gain on warrant provision	13	(254,000)		127,000
Loss for the period before tax		(509,128)		(519,323)
Income tax	7	-		-
Loss for the period		(509,218)		(519,323)
Total other comprehensive income		-		-
Total comprehensive loss for the period		(509,128)		(519,323)
Loss per ordinary share
Basic and diluted	8	(0.04)		(0.04)

The Group's activities derive from continuing operations.

The Notes on pages 10 to 22 form an integral part of these Consolidated Interim Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		As at 31 December 2022		As at 30 June 2022
	Note	Unaudited		Audited
		£		£
Assets
Current assets
Other receivables	10	760,130		750,873
Cash and cash equivalents	11	10,180,457		10,483,374
Total current assets		10,940,587		11,234,247
Total assets		10,940,587		11,234,247
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	169,960		169,960
Accumulated losses		(2,282,231)		(1,773,103)
Total equity		8,534,430		9,043,558
Current liabilities
Trade and other payables	12	120,157		158,689
Warrants	13	2,286,000		2,032,000
Total liabilities		2,406,157		2,190,689
Total equity and liabilities		10,940,587		11,234,247

The Notes on pages 10 to 22 form an integral part of these Consolidated Interim Financial Statements.

The financial statements were approved by the Board of Director s on 31 March 2023 and were signed on its behalf by:

James Corsellis Chairman

Antionette Vanderpuije Director

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

		Ordinary shares	A Shares	Sponsor share	Share based payment reserve	Accumulated losses	Total equity
		£	£	£	£	£	£
Balance as at 1 July 2022		326,700	10,320,000	1	169,960	(1,773,103)	9,043,558
Loss and total comprehensive loss for the period		-	-	-	-	(509,128)	(509,128)
Balance as at 31 December 2022		326,700	10,320,000	1	169,960	(2,282,231)	8,534,430

		Ordinary shares	A Shares	Sponsor share	Share based payment reserve	Accumulated losses	Total equity
		£	£	£	£	£	£
Balance 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

The Notes on pages 10 to 22 form an integral part of these Consolidated Interim Financial Statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

		Six months ended 31 December 2022		Six months ended 31 December 2021
	Note	Unaudited		Unaudited
		£		£
Operating activities
Loss for the period		(509,128)		(519,323)
Adjustments to reconcile total operating loss to net cash flows:
Less: Finance income		(103,110)		-
Add back/(deduct) fair value movement on warrant liability	13	254,000		(127,000)
Working capital adjustments:
(Increase)/decrease in trade and other receivables and prepayments	10	(9,257)		389,816
Decrease in trade and other payables	12	(38,532)		(272,848)
Net cash flows used in operating activities		(406,027)		(529,355)
Investing activities
Interest received		103,110		-
Net cash flows used in investing activities		103,110		-
Net (decrease)/increase in cash and cash equivalents		(302,917)		(529,355)
Cash and cash equivalents at the beginning of the period		10,483,374		12,255,385
Cash and cash equivalents at the end of the period	11	10,180,457		11,726,030

The Notes on pages 10 to 22 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 2022, which is available on the Company's website, www.marwynac3.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 year 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 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 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 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 IFRS 4 - Extension of temporary exemption of applying IFRS 9	1 January 2023
Amendments to IAS 12 Income Taxes: Deferred tax related to assets and liabilities arising from a similar transaction	1 January 2023
Amendments to IFSR 16 - Lease liability in sale and leaseback*	1 January 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 prepayment relating to a possible further equity raise

As at the period end, £715,092 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, effective 31 March 2023, the Directors have approved the termination of the Placing Programme and as such effective this date, the £715,092 of costs incurred 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 £1.00 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

During the six months ended 31 December 2022, the Company had the following directors: James Corsellis, Mark Brangstrup Watts (resigned 6 November 2022), Antoinette Vanderpuije (appointed 6 November 2022), and Tom Basset (appointed 6 November 2022). The Company has not had any employees since incorporation. No director received remuneration or fees under the terms of their director service agreements.

James Corsellis, Antoinette Vanderpuije, and Tom Basset have a beneficial interest in the incentive shares issued by the Company's subsidiary which were issued on 25 November 2020. 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 17. 

6.  ADMINISTRATIVE EXPENSES

	For six months ended 31 December 2022		For six months ended 31 December 2021
	Unaudited		Unaudited
	£		£
Group expenses by nature
Professional support	267,791		202,070
Non-recurring project, professional and due diligence costs	74,943		413,527
Audit Fees	9,750		22,500
Other expenses	5,754		8,226
	358,238		646,323

7.  TAXATION

	For six months ended 31 December 2022		For six months ended 31 December 2021
	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 2022		For six months ended 31 December 2021
	Unaudited		Unaudited
	£		£
Loss on ordinary activities before tax	(509,128)		(519,323)
Expenses not deductible for tax purposes	257,494		122
Loss on ordinary activities subject to corporation tax	(251,634)		(519,201)
Loss on ordinary activities multiplied by the rate of corporation tax in the UK of 19% (2021: 19%)	(47,810)		(98,648)
Effects of:
Losses carried forward for which no deferred tax recognised	47,810		98,648
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 £ 1,397,670 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 ended 31 December 2022			For six months ended 31 December 2021
		Unaudited		Unaudited
Loss attributable to owners of the parent (£'s)	(509,128)			(519,323)
Weighted average shares in issue	12,700,000			12,700,000
Basic and diluted loss per ordinary share (£'s)	(0.04)			(0.04)

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:

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. MAC III (BVI) Limited has a UK establishment (BR023625) at 11 Buckingham Street, London, WC2N 6DF.

10.  OTHER RECEIVABLES

	As at 31 December 2022		As at 30  June 2022
	Unaudited		Audited
	£		£
Amounts receivable in one year:
Prepayments	34,235		18,550
Deferred costs	715,092		715,092
Due from a related party (note 17)	1		1
VAT receivable	10,802		17,230
	760,130		750,873

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

An amount of £715,092 (June 2022: £715,092) 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 detail is included in the critical accounting judgements in note 2 and under post balance sheet events in note 19. The Placing Programme was terminated on 31 March 2022, 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 2022		As at 30 June 2022
	Unaudited		Audited
	£		£
Cash and cash equivalents
Cash at bank	10,180,457		10,483,374
	10,180,457		10,483,374

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 2022		As at 30  June 2022
	Unaudited		Audited
	£		£
Amounts falling due within one year:
Trade payables	2,813		2,344
Due to a related party (note 17)	33,363		103,996
Accruals	83,981		52,349
	120,157		158,689

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

	£'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	21,000
Warrant liability - A warrants	360,000
Total fair value movement	381,000
Fair value of warrants at 30 June 2022	2,032,000
Fair value movement of warrants:
Warrant liability - ordinary warrants	14,000
Warrant liability - A warrants	240,000
Total Fair value movement	254,000
Fair value of warrants at 31 December 2022	2,286,000

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. At 31 December 2022, the fair value was assessed as 18p per warrant, the result of which is a fair value loss of £254,000 (period ended 31 December 2021: gain £127,000)

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

		As at 31 December 2022		As at 30 June 2022
		Unaudited		Audited
Combined price of a share and warrant		£1		£1
Exercise price		£1		£1
Expected volatility		25.0%		25.0%
Risk free rate		3.5%		2.17%
Expected dividends		0.0%		0.0%
Expected term		5 th anniversary of the completion of  a Business Acquisition		5 th anniversary of the completion of a Business 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 2022		As at 30 June 2022
		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

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 Company 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.

As at the balance sheet date, an executive management team is not yet in place and as such Marwyn Long Term Incentive LP (" MLTI ") (in which James Corsellis, Antoinette Vanderpuije, and Tom Basset are indirectly beneficially interested in, and in which Mark Brangstrup Watts had a beneficial interest whilst he served as a director of the Company ) is the only participant in the LTIP. Once an executive management team is appointed, they will participate in the LTIP and this will be dilutive to MLTI. Under the LTIP, A ordinary shares (" Incentive Shares ") are issued by the Subsidiary.

As at the statement of financial position date, MLTI had subscribed for redeemable A ordinary shares of £0.01 each in the Subsidiary entitling it to 100% of the incentive value.

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 deemed to be the date that such shares are issued.

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 acquisition, the A Shares will be treated as having vested in full.

Holding of Incentive Shares

MLTI holds Incentive Shares entitling it 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 date	Name	Nominal Price	Issue price per A ordinary share £'s	Number of A ordinary shares	Unrestricted market value at grant date £'s	IFRS 2 Fair value £'s
25 November 2020	MLTI	£0.01	7.50	2,000	15,000	169,960

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:

Issue date	Name	Share designation at balance sheet date	Volatility	Risk-free rate	Expected term (years)
25 November 2020	MLTI	A Shares	25%	0.0%	7.0

 *The expected term assumes that the Incentive Shares are exercised 7 years post acquisition.

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 an Business Acquisition being made of a given size.

Expense related to Incentive Shares

No expense has been recognised in the Statement of Comprehensive Income in respect of the Incentive Shares issued during the period or the prior period, as 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. At 31 December 2022, the share based payment reserve was £ 169,960 (31 December 2021: £ 169,960 ).

16.  FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS

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

	As at 31 December 2022		As at 30 June 2022
	Unaudited		Audited
	£		£
Financial assets measured at amortised cost
Cash and cash equivalents	10,180,457		10,483,374
Due from related party (note 17)	1		1
	10,180,458		10,483,375
Financial liabilities measured at amortised cost
Trade payables	2,813		2,344
Accruals	83,981		52,349
Due to a related party (note 17)	33,363		103,996
	120,157		158,689
Financial liabilities measured at fair value to profit and loss
Warrant Liability	2,286,000		2,032,000
	2,286,000		2,032,000

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, Antoinette Vanderpuije, Tom Basset, and Mark Brangstrup Watts have served as directors of the Company during the period. Funds managed by Marwyn Investment Management LLP ("MIMLLP"), of which James Corsellis is a managing partner and Antoinette Vanderpuije and Tom Basset are both partners, 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 £1 due for the Sponsor Share remains unpaid at the period end (31 June 2022: unpaid).  During the period MIMLLP recharged expenses of £nil ( period ended 31 December 2021 : £54,699), of which £nil (30 June 2022: £nil) 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, Tom Basset , 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 which are disclosed in note 15. Mark Brangstrup Watts also had an indirect beneficial interest in the A ordinary shares until he stepped down as director on 6 November 2022.

James Corsellis is the managing partner of Marwyn Capital LLP, and Antoinette Vanderpuije and Tom Basset are also both partners. Marwyn Capital LLP provides corporate finance support, company secretarial, administration and accounting services to the Company. On an ongoing basis a monthly fee of £25,000 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 £191,522 ( period ended 31 December 2021: £85,614) and they had incurred expenses on behalf of the Company of £25,753 ( period ended 31 December 2021: £1,860) and of this £33,363 (30 June 2022: £56,807) was outstanding as at the period end. Mark Brangstrup Watts was also a managing partner of MCLLP until 6 November 2022.

The Company received recharged costs during the period associated with provision of project services of £10,750 from Marwyn Acquisition Company II Limited ("MAC II") ( period ended 31 December 2021: £4,729), of which £Nil (30 June 2022: £Nil) was due to MAC II at period end. MAC II is related to the Group through James Corsellis being a director of MAC II.

18.  COMMITMENTS AND CONTINGENT LIABILITIES

There were no commitments or contingent liabilities outstanding at 31 December 2022 that requires disclosure or adjustment in these financial statements.

19.  POST BALANCE SHEET EVENTS

As at 31 March 2023, the Directors have resolved to terminate the Placing Programme, which was due to lapse on 29 April 2023. As such, effective 31 March 2023 £715,092 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
[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	Baker Tilly Channel Islands 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
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 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. 

Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

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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