TIDMMAC3
RNS Number : 9609V
Marwyn Acquisition Company III Ltd
20 April 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 contains inside information
LEI: 254900YT8SO8JT2LGD15
Marwyn Acquisition Company III Limited
("MAC" or the "Company")
Fund-raisings
GBP12m subscription & GBP200m redeemable share issue
Marwyn Acquisition Company III Limited announces that it has
raised a further GBP12 million through the issue of A Shares(1) and
that the directors are actively considering a possible further
equity issue of up to GBP200 million which, should it proceed, is
expected to consist of redeemable shares and warrants. The issue of
these securities is targeted for completion in advance of, and not
conditional on, any M&A transaction.
The Directors believe that being able to demonstrate the
Company's access to equity capital alongside the management team's
past track record of successful fundraising and transaction
execution, will further enhance the Company's competitiveness in
accessing high quality businesses with which to combine.
Furthermore, the Directors believe that the structure and
flexibility that the MAC corporate structure affords and close
alignment between management incentivisation and long-term
shareholder returns, including the absence of the highly dilutive
promote structure commonly found in other acquisition company
models, gives the Company a significant advantage over its
competitors. However, there is no certainty that a GBP200 million
capital raising and/or any M&A transaction will take place nor
of their respective terms should they do so.
Pursuant to the Forward Purchase Agreement between the Company,
Marwyn General Partner II Limited and Marwyn Value Investors II LP
(related parties of the Company through common management) detailed
in the MAC Prospectus of 4 December 2020, the Company has raised
GBP12,000,000 through the issue of 12 million A Shares (with Class
A Warrants being issued on the basis of one Class A Warrant per A
Share) at a price of GBP1 per share. The capital is being raised to
support the execution of the Company's stated strategy and, after
deduction of transaction costs, will be invested upon receipt in
its subsidiary. The Company's subsidiary is a related party of the
Company due to its minority interests being held by other related
parties to the Company.
A PDMR Notification and a PCA Notification are set out at the
bottom of this announcement. As the A Shares are unlisted and carry
no voting rights, the total number of voting rights in the Company
remains unchanged. Accordingly, shareholders should use the total
number of Ordinary Shares in the Company in issue of 700,000 as the
denominator for the calculations by which they will determine
whether they are required to notify their interest in the Company
under the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority.
The Company is being supported on the proposed capital raising
of up to GBP200 million by Barclays Bank PLC ( " Barclays " ), J.P.
Morgan Securities plc (which conducts its UK investment banking
business as "J.P. Morgan Cazenove") and N. M. Rothschild & Sons
Limited ( " Rothschild & Co " )
Notes
(1) The A Shares are ordinary equity shares with the same
economic rights as the Company's ordinary shares but without voting
rights. They are convertible into ordinary shares on a one-for-one
basis at the time at which the Company next publishes a prospectus
or equivalent document in relation to the further issue of ordinary
shares.
Enquiries:
Company Secretary
Antoinette Vanderpuije - 020 7004 2700
11 Buckingham Street, London, WC2N 6DF
Finsbury - PR Adviser
Rollo Head 07768 994 987
Chris Sibbald 07855 955 531
Investec Bank plc - Financial Adviser 020 7597 5970
Christopher Baird
Carlton Nelson
Alex Wright
WH Ireland Limited - Corporate Broker - + 44 (0) 207 220
1666
Harry Ansell
Katy Mitchell
Notification of transactions of persons discharging managerial
responsibilities and persons closely associated with them
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Marwyn Investment Management LLP, a person closely
associated with James Corsellis and Mark Brangstrup
Watts (Directors of the Company) and Antoinette
Vanderpuije (Company Secretary of the Company)
---------------------- -----------------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------
a) Position/status Sponsor
---------------------- -----------------------------------------------------
b) Initial notification/ Initial
Amendment
---------------------- -----------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name Marwyn Acquisition Company III Limited
---------------------- -----------------------------------------------------
b) LEI 254900YT8SO8JT2LGD15
---------------------- -----------------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------------
a) Description A Shares of no par value
of the financial
instrument,
type of instrument Unlisted
Identification
code
---------------------- -----------------------------------------------------
b) Nature of Subscription for shares
the transaction
---------------------- -----------------------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s)
GBP1.00 12,000,000
------------
---------------------- -----------------------------------------------------
d) Aggregated
information
- Aggregated 12,000,000
volume GBP1.00
- Price
---------------------- -----------------------------------------------------
e) Date of the 20 April 2021
transaction
---------------------- -----------------------------------------------------
f) Place of Outside a trading venue
the transaction
---------------------- -----------------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Marwyn Investment Management LLP, a person
closely associated with James Corsellis
and Mark Brangstrup Watts (Directors of
the Company) and Antoinette Vanderpuije
(Company Secretary of the Company)
-------------------------- -------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------
a) Position/status Sponsor
-------------------------- -------------------------------------------
b) Initial notification/ Initial
Amendment
-------------------------- -------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name Marwyn Acquisition Company III Limited
-------------------------- -------------------------------------------
b) LEI 254900YT8SO8JT2LGD15
-------------------------- -------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------
a) Description of Class A Warrants
the financial
instrument, type Unlisted
of instrument
Identification
code
-------------------------- -------------------------------------------
b) Nature of the Warrants issued on subscription for A
transaction Shares
-------------------------- -------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
NIL 12,000,000
------------
-------------------------- -------------------------------------------
d) Aggregated information
- Aggregated volume 12,000,000
- Price NIL
-------------------------- -------------------------------------------
e) Date of the transaction 20 April 2021
-------------------------- -------------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------- -------------------------------------------
This announcement is made in accordance with the requirements of
the EU Market Abuse Regulation ("MAR") and the Company confirms
that the PDMR's notification obligations under MAR have also been
satisfied.
DISCLAIMERS
Barclays and J.P. Morgan Cazenove, each of whom are authorised
by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation
Authority, are acting for Marwyn Acquisition Company III Limited
and no one else in connection with the possible capital raising.
Rothschild & Co, which is authorised and regulated by the FCA
in the United Kingdom, is acting for Marwyn Acquisition Company III
Limited and no one else in connection with the possible capital
raising.
This announcement is an advertisement and does not constitute a
prospectus in connection with an offering of securities of the
Company. Investors must neither accept any offer for, nor acquire,
any securities to which this announcement refers (the
"Securities"), unless they do so on the basis of the information
contained in any applicable prospectus published by the Company.
Any subscription or purchase of Securities would be subject to
specific legal or regulatory restrictions in certain jurisdictions.
Persons distributing this announcement must satisfy themselves that
it is lawful to do so. The Company assumes no responsibility in the
event there is a violation by any person of such restrictions.
This announcement may not be published, distributed or
transmitted by any means or media, directly or indirectly, in whole
or in part, in, into or within the United States. This announcement
does not constitute an offer to sell, or a solicitation of an offer
to buy, securities in the United States. Securities may not be
offered or sold in the United States absent (i) registration under
the U.S. Securities Act of 1933, as amended (the "Securities Act")
or (ii) an available exemption from registration under the
Securities Act. The Securities mentioned herein have not been, and
will not be, registered under the Securities Act and will not be
offered to the public in the United States.
The Company has not authorised any offer to the public of
Securities in any member state of the European Economic Ar ea (each
a "Member State" ) . No action has been undertaken or will be
undertaken to make an offer to the public of securities requiring
publication of a prospectus in any Member State. As a result, the
Securities may only be offered in Member States (i) to any legal
entity which is a qualified investor as defined in the Prospectus
Regulation; or (ii) in any other circumstances falling within
Article 1(4) of the Prospectus Regulation ("Qualified Persons").
For the purpose of this paragraph, the expression "offer of
securities to the public" means the communication in any form and
by any means of sufficient information on the terms of the offer
and the Securities to be offered so as to enable the investor to
decide to exercise, purchase or subscribe for the Securities and
the expression "Prospectus Regulation" means Regulation (EU)
2017/1129 and includes any relevant delegated regulations.
In addition, in the United Kingdom, this announcement is
directed solely at Qualified Persons: (i) who have professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) who are
persons falling within Article 49(2)(a) to (d) of the Order; or
(iii) to whom it may lawfully be communicated without any further
action by the Company (all such persons in (i) to (iii) together
being referred to as "relevant persons"). Any investment or
investment activity to which this announcement relates is available
only to, and will be engaged in only with, Qualified Persons in
Member States of the EEA and, in the United Kingdom, to Qualified
Persons who are also relevant persons.
No action has been taken by the Company that would permit an
offer of Securities or the possession or distribution of this
announcement or any other offering or publicity material relating
to such Securities in any jurisdiction where action for that
purpose is required.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which they are released,
published or distributed, should inform themselves about, and
observe, such restrictions.
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END
IOEGPUBWCUPGPGB
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