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 an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and is not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares in Marwyn Acquisition Company III Limited in any jurisdiction, including in or into the United States, any member state of the EEA, Canada, Australia, Japan or the Republic of South Africa should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") expected to be published today by Marwyn Acquisition Company III Limited in connection with the proposed placing programme of C Shares (as described and defined in this announcement).
LEI: 254900YT8SO8JT2LGD15
Marwyn Acquisition Company III Limited
(the "Company")
REDEEMABLE SHARE CLASS PLACING PROGRAMME
Further to the Company's announcement on 31 March 2022, the Board of Directors of Marwyn Acquisition Company III Limited (ticker: MAC3) is pleased to announce that the Company will, subject to the approval of the FCA, today publish a Prospectus in respect of a 12-month 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.
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Marwyn* is a leading creator of listed acquisition companies with a track record of investment performance having generated more than £4.7bn of equity profits from 11 comparable listed acquisition companies
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The Marwyn Acquisition Company model ("MAC Model") is to launch acquisition companies with an enhanced corporate structure, to appoint Management Partners and subsequently refine the investment scope
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A new redeemable share class (C Share) provides an additional method of raising up to £500m of capital on an accelerated basis
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The key features of the C Share class include ringfencing investors' funds, providing full discretion to investors on whether to participate in the subsequent business combination and aligning all stakeholders' interests by removing the upfront dilution from discounted shares/warrants and any upfront promoter fees common to the SPAC model
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The principal features of the MAC Model:
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Ensure long term alignment and minimise dilution: management and sponsor incentives aligned to long term equity performance and no discounted shares/warrants or upfront promoter fees
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Flexibility in raising capital: the addition of a number of flexible mechanisms to raise equity capital from institutional investors
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Transactional efficiency: a new transaction process which allows the Company to execute a reverse acquisition on a timetable that is comparable with private equity
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The Directors believe that the ability to issue C Shares where appropriate, alongside the existing flexibility of the MAC Model to utilise the issuance of either listed Ordinary shares or unlisted B shares provides the Company with a competitive advantage in securing attractive acquisition opportunities and bringing the best executive management back to the UK public markets.
Whilst the Company is not seeking to operate within the existing LSE SPAC regime, the Directors believe that both the regulatory framework and market structure of the LSE's standard listed companies remains very supportive of our strategy.
James Corsellis, Director, commented: "Today's launch of the MAC3 prospectus marks the next step in creating a series of acquisition companies that fulfil the requirements of both entrepreneurial business leaders and market participants. Ever since we introduced our innovative structure for acquisition companies, we have received extremely positive feedback and interest in working with us. There is a strong cohort of talented company executives who want to grow and transform businesses within a listed markets context, and through the MAC model we have the solution for them. We look forward to identifying the right management teams and businesses to create real and aligned value over the medium and long term."
A copy of the Prospectus will, when published, be available on the Company's website: www.marwynac3.com/investors/prospectus and at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used and not otherwise defined in this announcement shall bear the meanings given to them in the Prospectus.
Enquiries:
Company Secretary
Antoinette Vanderpuije 020 7004 2700
Finsbury Glover Hering - 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
N.M. Rothschild & Sons Limited - Financial Adviser 020 7280 5000
Peter Nicklin
Shannon Nicholls
WH Ireland Limited - Corporate Broker 020 7220 1666
Harry Ansell
Katy Mitchell
*Marwyn Investment Management LLP and entities owned or controlled by it, or under common ownership or control with it, from time to time, including Marwyn Capital LLP
DISCLAIMERS
This announcement has been prepared by, and is the sole responsibility of, the Directors of Marwyn Acquisition Company III Limited.
This announcement is an advertisement, does not constitute a prospectus in connection with an offering of securities of 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 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. The Prospectus, will, when published, be available from the Company's website at www.marwynac3.com/investors/prospectus.
Recipients of this announcement who are considering acquiring C Shares following publication of the Prospectus 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. In addition, any subscription for C Shares is 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 that there is a violation by any person of such restrictions.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.
This document may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.
Neither this announcement nor any copy of it may be: (i) taken or transmitted into or distributed in any member state of the European Economic Area, Canada, Australia, Japan or the Republic of South Africa or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.
This announcement and any offer mentioned herein if subsequently made is directed only at: (A) persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation"); or (B) persons in the United Kingdom who are qualified investors within the meaning of the UK version of the Prospectus Regulation (as it forms part of UK Law by virtue of the European Union Withdrawal Act 2018) and who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) who are high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any investment activity in connection with the Placing Programme will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. By accepting this communication you represent, warrant and agree that you are a Relevant Person.
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.
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.
Investec Bank plc ("Investec") which is authorised by the Prudential Regulation Authority and regulated by the FCA and Prudential Regulation Authority, and N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by FCA, are acting as financial advisers to and for the Company and no one else in connection with any arrangement referred to in, or information contained in, the matters described in this announcement. Neither Rothschild & Co nor Investec will regard any other person (whether or not a recipient of this announcement or the Prospectus) as a client in relation thereto. Neither Rothschild & Co nor Investec will be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to any arrangement referred to in, or information contained in, this announcement. Neither Investec nor Rothschild & Co makes any representation express or implied in relation to, nor accepts any responsibility whatsoever for, this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.
Information to Distributors:
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the C Shares have been subject to a product approval process, which has determined that the C Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, and not retail clients, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the C Shares may decline and investors could lose all or part of their investment; the C Shares offer no guaranteed income and no capital protection beyond the terms of the Trust Account which apply prior to any Business Acquisition; and an investment in C Shares is compatible only with investors who do not need a guaranteed income or capital protection (beyond the terms of the Trust Account which apply prior to any Business Acquisition), who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing Programme.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the C Shares, the Ordinary Shares or the C Warrants.
Each distributor is responsible for undertaking its own target market assessment in respect of the C Shares and determining appropriate distribution channels.