MAC1 Marwyn Acquisition Company I Limited

TIDMMAC1

RNS Number : 6391S

Marwyn Acquisition Company I Ltd

18 March 2021

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

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN MARWYN ACQUISITION COMPANY I LIMITED OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF MARWYN ACQUISITION COMPANY I LIMITED .

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF EU REGULATION 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED ("MAR").

LEI: 254900WYO35S1T334A28

Marwyn Acquisition Company I Limited

(to be renamed AdvancedAdvT Limited) (the "Company")

Placing and subscriptions to raise GBP130 million

Marwyn Acquisition Company I Limited, a vehicle seeking mid-cap acquisition opportunities in the software sector, is pleased to announce a placing (the "Placing") of 94.8 million new ordinary shares of no par value in the Company ("Ordinary Shares") to be issued at GBP1 per share (the "Placing Price") and subscriptions by each of Marwyn Asset Management Limited (a related party of the Company through common directors), Vin Murria OBE and other direct investors for, in aggregate, 35.2 million Ordinary Shares (the "Subscription Shares") at the Placing Price (the "Subscriptions" and together with the Placing the "Fundraising") to raise a total of GBP130 million in order to pursue its stated acquisition strategy. The new Ordinary Shares issued pursuant to the Fundraising are expected to be admitted to the standard segment of the Official List and to trading on the London Stock Exchange's Main Market at 8.00 a.m. on 23 March 2021 ("Admission").

Highlights

-- The Fundraising raised gross proceeds of GBP130 million (approximately GBP128.5 million net of expenses)

   --    Placing of 94.8 million new Ordinary Shares at GBP1 per share (the "Placing Shares") 

-- Vin Murria OBE (Chairman) has agreed to subscribe for 17.5 million Ordinary Shares at GBP1 per share alongside investors participating in the Placing (the "Placees"), and on Admission will hold 13.1% of the total issued Ordinary Shares

-- Marwyn Asset Management Limited has agreed to subscribe for 17.5 million Ordinary Shares at GBP1 per share alongside the Placees, and on Admission (following the automatic conversion of its existing 2,500,000 A shares of no par value in the Company into 2,500,000 Ordinary Shares on Admission), will hold 15.4% of the total issued Ordinary Shares

-- Marwyn Asset Management Limited has agreed to waive its rights to its 2,500,000 Class A Warrants conditional upon Admission

   --    Gavin Hugill will join the Board as Chief Operating Officer with effect from 12 April 2021 
   --    Karen Chandler will join the Board as a Non-Executive Director on Admission 
   --    Mark Brangstrup Watts will step down from the Board as a Non-Executive Director on Admission 
   --    N+1 Singer will be appointed as the Company's sole broker with effect from Admission 

-- On Admission, the Company is expected to be renamed AdvancedAdvT Limited, with a new LSE ticker (ADVT) and website ( www.advancedadvt.com )

Vin Murria OBE (Chairman), commented: "We are delighted to see such significant investor support for our strategy to capitalise on the opportunities in the software sector, and we look forward to deploying the capital to buy and grow an attractive platform acquisition. We thank our investors for their support and backing . "

The Company expects to publish a prospectus relating to the admission of the Placing Shares and the Subscription Shares to the standard listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange (the "Prospectus") today following approval by the FCA in accordance with the Prospectus Rules.

The Prospectus will, once published, be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Once published, copies of the Prospectus will be available on the Company's website at www.marwynac1.com/investors/shareholder-documents subject to applicable securities law, and free of charge during normal business hours at 11 Buckingham Street, London, WC2N 6DF.

Further information on the Fundraising is set out in the Prospectus.

PLACING STATISTICS

 
 Number of existing Ordinary 
  Shares                                     700,000 
 Placing Price                               GBP1.00 per 
                                              Ordinary Share 
                                            ---------------- 
 Number of Placing Shares                    94,800,000 
                                            ---------------- 
 Number of Subscription Shares               35,200,000 
                                            ---------------- 
 Enlarged ordinary share capital 
  in issue following the issue 
  of the Placing Shares and the 
  Subscription Shares                        133,200,000 
                                            ---------------- 
 Percentage of enlarged Ordinary 
  Share capital represented by 
  the Placing Shares and the Subscription 
  Shares                                     97.6% 
                                            ---------------- 
 Gross proceeds of the Fundraising           GBP 130,000,000 
                                            ---------------- 
 Proceeds of the Fundraising                 GBP 128,500,000 
  receivable by the Company (after 
  deduction of transaction costs) 
                                            ---------------- 
 

The Company will invest the proceeds of the Fundraising receivable by the Company (after deduction of transaction costs) upon receipt in its subsidiary. The Company's subsidiary is a related party of the Company due to its minority interests being held by other related parties to the Company.

Directors and Proposed Directors

Below is a summary of the terms of new or updated service agreements or letters of appointment with the directors and proposed directors.

Vin Murria OBE (Chairman) - On 31 December 2020, the Company entered into a letter of appointment with Vin Murria OBE, pursuant to which she was appointed by the Company as non-executive chairman. Pursuant to her letter of appointment, Vin is entitled to an annual fee of GBP50,000 for her services as non-executive chairman. Vin's appointment as a non-executive chairman may be terminated upon 12 months' prior written notice. On 18 March 2021, Vin entered into a side letter pursuant to which she agreed to waive her annual fee from Admission until completion of the first acquisition by the Company (or by any subsidiary thereof) of an interest in an operating company or business ( "Acquisition" ) .

Gavin Hugill (Chief Operating Officer) - On 5 February 2021, the Company entered into a service agreement with Gavin Hugill, pursuant to which he was appointed by the Company as Chief Operating Officer with effect from 12 April 2021. Pursuant to his service agreement, Gavin is entitled to receive an annual salary of GBP140,000 per annum, along with an annual bonus of such amount, at such intervals and subject to such conditions as the remuneration committee appointed by the Board shall in its sole discretion determine, up to a maximum amount per annum of 30 per cent. of Gavin's annual salary from time to time. The service agreement may be terminated by either: (i) the Company or (ii) Gavin, by giving not less than 6 months' written notice to the other party. Gavin's service agreement contains a restrictive covenant limiting his ability to compete with the Company for a 12 month period following his resignation or termination from employment with the Company. Gavin is entitled to a pension contribution equal to up to 5 per cent. of his basic monthly salary, together with other benefits commensurate with his position and duties.

Karen Chandler (Non-Executive Director) - On 18 March 2021, Karen Chandler entered into a letter of appointment with the Company pursuant to which, with effect from Admission, she will be appointed by the Company as a non-executive director. Pursuant to her letter of appointment, Karen is entitled to an annual fee of GBP50,000 for her services as non-executive director. Karen's appointment as non-executive director may be terminated upon three months' written notice.

Mark Brangstrup Watts (Non-Executive Director) - On 5 November 2020, Mark Brangstrup Watts entered into a letter of appointment with the Company pursuant to which he was appointed by the Company as a non-executive director. Mark does not receive any fees at the date of this Announcement. Although Mark's letter of appointment contemplates an initial term of 24 months, he has agreed to resign as a non-executive director with effect from Admission.

James Corsellis (Non-Executive Director) - On 5 November 2020, James Corsellis entered into a letter of appointment with the Company pursuant to which he was appointed by the Company as a non-executive director. James Corsellis does not receive any fees at the date of this Announcement, however, with effect from completion of the first Acquisition he will be entitled to a fee of GBP50,000 per annum. Following an initial term of 24 months, his appointment as a non-executive director may be terminated upon 12 months' prior written notice.

Incentive Scheme Allocation

The Company's subsidiary, MAC I (BVI) Limited, has issued redeemable A1 ordinary shares with a par value of GBP0.01 each ( " Incentive Shares") to each of Vin Murria OBE, Karen Chandler and Gavin Hugill (together, the "Management"). Following such issuances, Management will be entitled to 15 per cent. of the aggregate 20 per cent. of the growth in value of the Company (as described in the Company's prospectus dated 30 November 2020 (the "Prospectus")) which the Incentive Shares may deliver, and Marwyn Long Term Incentive LP will be entitled to the remaining 5 per cent.

In addition to the vesting conditions described in the Prospectus, members of Management have agreed to lock-in periods, leaver provisions and clawback provisions in relation to the Incentive Shares they have acquired.

Each of Vin Murria OBE, Karen Chandler and Gavin Hugill has agreed that their Incentive Shares will vest on a straight line basis over 3 years from the date of completion of the Acquisition, save on an exit event when the Incentive Shares will vest in full. If they are deemed a good leaver, they will keep their vested Incentive Shares, but otherwise they will lose all of the Incentive Shares upon departure from the group. Either the Ordinary Shares received upon exercise of the Incentive Shares (which is subject to the redemption conditions having being met) and/or the remaining Incentive Shares held by the individual may be clawed back if the individual commits: (i) gross misconduct, (ii) fraud (iii) a criminal act, or (iv) a material breach of any post termination covenants or restrictions in their contract with the Company (if applicable), in each case as determined by the Directors in their absolute discretion; or if the Company materially restates the audited consolidated accounts of the group (excluding for any reason of change in accounting practice or accounting standards) and the remuneration committee of the Company (acting in good faith) concludes that, had such audited consolidated accounts been correct at the time of exchange of such Incentive Shares, the individual would not have received the full payment to which he or she was owed (or the full number of Ordinary Shares he or she was issued). In such circumstances, it is also possible for the remuneration committee to require the individual to pay to the Company or MAC I (BVI) Limited an amount equal to any cash received by the individual received in exchange for some or all of his or her Incentive Shares together with the net proceeds of the sale of any securities received by him or her (i.e. through a distribution in specie) less any tax paid or payable.

All holders of the Incentive Shares at the date of this announcement have agreed that if any one of them exchanges some or all of his or her Incentive Shares for an allotment of Ordinary Shares, he or she shall not be permitted to enter into any agreement to give effect to any transfer of the Ordinary Shares so allotted at any time during the period of 12 months and one day following the date of such allotment save in certain limited circumstances.

In addition, on 18 March 2021, Vin Murria OBE subscribed for a Sponsor Share in the Company with the equivalent rights to that held by Marwyn (as described in the Prospectus).

Marwyn Capital Corporate Finance Agreement

On 18 March 2021, the Company and Marwyn Capital LLP ("Marwyn Capital") agreed to amend the letter dated 5 November 2020 from Marwyn Capital to the Company relating to Marwyn Capital's engagement to carry out various corporate services to the Company (the "Engagement Letter") . Under the terms of the side letter to the Engagement Letter (the "Side Letter"), Marwyn Capital continues to be appointed to provide ongoing advice in relation but not limited to the following: corporate finance, research and analysis, strategic development, forecasting and modelling, equity capital markets, debt and equity fundraising, overall project management, negotiation and bid documentation, but the fees have been reduced in certain circumstances. Under the terms of the Side Letter, Marwyn Capital is entitled to a retainer of GBP10,000 per month which will reduce to GBP0 per month following Admission, save where agreed otherwise. Marwyn Capital will continue to provide certain accounting and administration services on an arm's length time and cost basis. Any further fee revisions will be determined as and when required (i.e. as part of an Acquisition and will be subject to related party rules). In addition, as before, the Company may also agree to pay a customary corporate finance fee to Marwyn Capital in connection with an Acquisition.

Change of name, ticker and website

With effect from Admission, the Company will be renamed AdvancedAdvT Limited, with a new LSE ticker (ADVT) and website ( www.advancedadvt.com ).

Change of broker

The Company has appointed Nplus1 Singer Capital Markets Limited as its sole broker, with effect from Admission.

Enquiries:

Company Secretary

Antoinette Vanderpuije - 020 7004 2700

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

KK Advisory Ltd - Placing Agent

Kam Bansil - 020 7039 1901

Nplus1 Singer Capital Markets Limited - Broker 020 7496 3000

Phil Davies

Iqra Amin

Finsbury - PR Adviser

Rollo Head 07768 994 987

Chris Sibbald 07855 955 531

WH Ireland - Corporate Broker 020 7220 1666

Harry Ansell

Katy Mitchell

Further information on the Company can be found on its website at www.MarwynAC1.com , which with effect from Admission will be www.advancedadvt.com ). Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website or 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.

Listing Rule 9.6.13R Disclosure

Karen Chandler currently holds or has held the following directorships in the past five years:

 
 Director       Current Directorships      Past Directorships 
 Karen Louise   The Cardiff Property Plc   Pacific Petroleum Holdings 
  Chandler                                  Plc 
  Aged 48 
               -------------------------  --------------------------- 
 

Gavin John Hugill (aged 44) is currently not a director of a publicly quoted company nor has he been a director of a publicly quoted company in the past five years.

There are no further details which would be required to be disclosed under FCA's Listing Rule 9.6.13R in respect of the appointments of Gavin Hugill and Karen Chandler.

IMPORTANT NOTICES

This Announcement has been prepared by, and is the sole responsibility of, the Directors of Marwyn Acquisition Company I Limited.

This Announcement is an advertisement and does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor. Investors should not make any decision to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any Ordinary Shares referred to in this Announcement except on the basis of the information contained in the Prospectus published by the Company. Recipients of this Announcement who are considering acquiring Ordinary Shares are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus which may be different from the information contained in this Announcement.

The Placing Shares have not been, nor will they be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan, or South Africa. Subject to certain exceptions, the Ordinary Shares may not be offered or sold in the United States, Australia, Canada, Guernsey, Jersey, Japan, Hong Kong Special Administrative Region of the People's Republic of China or Switzerland or to or for the account or benefit of any national, resident or citizen of Australia, Canada, Guernsey, Jersey, Japan, Hong Kong Special Administrative Region of the People's Republic of China or Switzerland or any person located in the United States. The Fundraising and the distribution of this Announcement in other jurisdictions may be restricted by law and the persons into whose possession this Announcement comes should inform themselves about, and observe, any such restrictions.

Cautionary statements

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning or the negative thereof. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by

applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based.

Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

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March 18, 2021 03:00 ET (07:00 GMT)