MAC2 Marwyn Acquisition Company Ii Limited

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE UK PROSPECTUS REGULATION RULES OF THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. A COPY OF THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH ADMISSION AND RE-ADMISSION WILL, WHEN PUBLISHED, BE AVAILABLE FOR INSPECTION AT THE COMPANY'S WEBSITE WWW.MArwynac2.com.

28 June 2024

MARWYN ACQUISITION COMPANY II LIMITED ("MAC II" OR "COMPANY") TO ACQUIRE INVESTACC

PLACING AND SUBSCRIPTION TO RAISE £30 MILLION

SUSPENSION OF SHARES

MAC II announces that its subsidiary, MAC II UK Limited ("Bidco"), has entered into binding agreements to acquire 100 per cent. of the issued share capital of InvestAcc Group Limited ("InvestAcc") a leading pensions services provider for £41.5 million, representing an enterprise value of approximately £36 million on a cash-free debt-free basis ("Acquisition"). The Acquisition is to be funded via an institutional Placing and Subscription. On Completion, MAC II is to be renamed InvestAcc Group Limited.

MAC II was founded by Marwyn and Mark Hodges. Marwyn has a long track record of building UK public companies and creating industry leaders, having launched 12 comparable acquisition vehicles that have undertaken ambitious buy-and-build agendas across sectors including, Advanced Computer Software, BCA Marketplace, Breedon Aggregates and Entertainment One. 

MAC II's strategy is to build the UK's leading specialist pensions administration business in the public markets with an initial focus on the SIPP segment, a highly attractive investment opportunity. InvestAcc is the first and key step in executing this strategy.

InvestAcc is an award-winning provider of self-invested personal pension ("SIPP") and small self-administered scheme ("SSAS") services in the UK. MAC II believes that InvestAcc provides the optimal strategic platform to create value through a SIPP buy and build strategy. The business benefits from being a leading UK personal pension administrator, having a proven track record of delivering exceptional customer service, scalable operations and infrastructure, a strong financial profile and a sustainable organic growth trajectory. All of the management team, including the founder, are expected to stay with the business post completion.

MAC II Chairman Mark Hodges commented: "We have long admired InvestAcc Group, a leading UK personal pension administrator with a loyal and growing customer base. With a greater focus on savings, changing demographics and a growing reliance on the family, the pensions administration industry plays an important role in securing financial independence and security for customers over the long-term. We look forward to investing further in InvestAcc's proposition and unlocking an ambitious M&A agenda to build the UK's leading specialist pensions administrator".

Strategic Rationale and market opportunity

1.   InvestAcc is a highly scalable platform business: an award-winning provider of SIPP and SSAS services in the UK with a strong commitment to high quality customer service and outcomes. This is evidenced by their customer service score of 96 per cent., winning best pension service provider four years running between 2020 and 2023, and winning the best SIPP provider in 2023. The business provides the optimal strategic platform to create value, possessing scalable operations and infrastructure, a strong financial profile - generating £8.8 million of revenue and £3.6 million of adjusted EBITDA for FY23 - and a sustainable organic growth trajectory. The transaction represents a unique opportunity to develop the UK's leading specialist pensions administration business with an initial focus on the SIPP Segment.

2.   Long term structural market growth: favourable macroeconomic trends and the evolution of the pension industry have created a drive towards personal pensions (including SIPPs).  The total SIPP market assets under administration expected to grow at an 8% CAGR over the next 5-years from c.£500 billion to c.£750 billion.

3.  Excellent underlying business fundamentals: Full SIPP administrators typically have a customer retention rate of above 90 per cent., creating an ongoing fee-based revenue stream. The average SIPP plan lasts for more than 25 years, benefitting from embedded growth through contractual inflation-linked fees. Industry average EBITDA margins exceed 30 per cent. with strong cashflow conversion. 

4.  Near term M&A consolidation opportunity with a robust pipeline: there is a highly attractive M&A landscape for acquiring "Full" SIPP and "Simple" SIPP administrators across a range of sellers. Regulatory pressure, underpinned by a push for higher levels of consumer duty care, as well as vendor needs, are driving the sector to actively consolidate. MAC II has a robust pipeline primarily sourced directly by the management team who are in active discussions in relation to five potential acquisitions with vendors which combined could deliver more than £20 billion of AuA and 45,000 customers in 2024 and 2025. 

5.   A sector leading team with M&A track record: the Company's management team have over 65 years of combined operational and strategic experience in the financial services and wealth sector, and have led multiple successful transactions. The MAC II management team are supported by Marwyn's M&A and capital markets expertise, who have a track record of successful public market fund raises, having raised over £3.9 billion to date across 12 comparable vehicles delivering £4.9 billion in gross equity profits for investors.

The Acquisition is subject to the approval of the FCA.

Placing and Subscription

MAC II intends to finance the majority of the consideration for the Acquisition via an institutional Placing ("Placing") and direct subscription with the Company of 30,000,000 new Ordinary Shares ("New Ordinary Shares") at a price of £1.00 per share ("Issue Price") to raise £30,000,000 in gross proceeds ("Offer"). The Placing will be conducted through an accelerated bookbuild, which will be launched immediately following the release of this Announcement.

Marwyn are to participate as a cornerstone investor in the Offer. 

Members of the public are not eligible to take part in the Offer.

Suspension of listing

Should the Acquisition complete, it will constitute a reverse takeover under the Listing Rules. The Company will need to apply for the re-admission of its shares to the standard listing segment of the Official ‎List and the Main Market of the London Stock Exchange on the basis that the FCA approves the eligibility of the Company, following completion of the Acquisition as a result of the reverse takeover, in accordance with Listing Rule 5.6.21. As MAC II is currently unable to provide a full disclosure of information on InvestAcc as required by Listing Rule 5.6.15, the admission of Ordinary Shares to the standard listing segment of the Official List and to trading on the Main Market of the London Stock Exchange has been suspended pending the publication of a prospectus providing the required detail on InvestAcc and the MAC II Group as enlarged by the Acquisition.

Capitalised terms used but not defined in the announcement have the meanings given to them in Appendix 2 to this Announcement.

Enquiries

About Marwyn

Marwyn has a long track record of investing in businesses across the UK, Europe and North America, partnering with exceptional, industry-leading management teams to develop industry leaders. Marwyn uses publicly-listed acquisition vehicles to identify and acquire platform businesses before pursuing buy-and-build strategies to create long-term value. This acquisition, via the MAC II vehicle, follows 12 comparable acquisition vehicles that have undertaken ambitious buy-and-build agendas to create industry leaders across sectors including, Advanced Computer Software, BCA Marketplace, Breedon Aggregates and Entertainment One. 

About InvestAcc 

InvestAcc was founded in 1992 by current CEO Nick Gardner as DHC Brokers Ltd. Initially it serviced the financial planning requirements of one of Cumbria's accountancy practises. The InvestAcc Group's flagship scheme is the Minerva SIPP which is a full SIPP allowing investment in any permitted standard asset. InvestAcc has two principal subsidiaries, InvestAcc Pension Administration Limited ("IPA") and Vesta Wealth Limited ("Vesta").

IPA offers SIPP and SSAS products distributed primarily via IFAs throughout the UK, with over 1,000 supporting advisers. IPA does not accept any non-standard assets into any of its schemes. The "SIPP Lite" scheme is a lower cost, simpler SIPP and allows investment in a single investment, such as a discretionary fund manager portfolio plus a bank account. 

Vesta Wealth is a chartered financial planner that offers holistic advice to a wide range of customers. As at the Latest Practicable Date, it had 8 financial planners and 2 investment managers operating out of offices in Carlisle and Stockton-on-Tees. The majority of Vesta Wealth's clients are based in the North of England. It provides initial and ongoing advice via service agreements over £450 million of AuA including £105 million in its own range of risk targeted discretionary managed model portfolios on both a passive and active basis. 

IMPORTANT NOTICES

Neither this Announcement nor any copy of it may be taken or transmitted directly or indirectly into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with this restriction may constitute a violation of such laws or regulations. Persons into whose possession this Announcement or other information referred to herein comes should inform themselves about, and observe, any restrictions in such laws or regulations. This Announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

This Announcement does not constitute or form part of any offer, invitation to sell, otherwise dispose of or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities nor shall it or any part of it, nor the fact of its distribution form the basis of, or be relied on in connection with, any contract commitment or investment decision.

This Announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with applicable United States securities laws or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction of the United States.

This Announcement may include statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "envisages", "plans", "projects", "anticipates", "targets", "aims", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's  current views with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's, InvestAcc or the Enlarged Group's, results of operations, financial position, liquidity, prospects, growth or strategies and the industries in which they operate. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this Announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Announcement.

Liberum is authorised and regulated in the United Kingdom by the FCA and is acting as financial adviser and joint bookrunner for the Company and no one else in connection with the Offer, the contents of this Announcement or any other matters described in this Announcement. Liberum will not regard any other person as its client in relation to the Offer, the contents of this Announcement or any other matters described in this Announcement and will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Offer, the contents of this Announcement  or any other matters referred to in this Announcement.

Nothing in this Announcement should be construed as a profit estimate or profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company  for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Completion of the Acquisition is subject to the satisfaction of a number of conditions as more fully described in the Prospectus. Consequently there can be no certainty that completion of the Acquisition will be forthcoming.

This Announcement is not a prospectus but an advertisement.

Copies of the Prospectus will, when published, be available for inspection, on the Company's website at www.marwynac2.com. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement has not been approved by the Financial Conduct Authority (the "FCA") or the London Stock Exchange. Any approval of the Prospectus by the FCA should not be understood as an endorsement of the securities to be admitted to the standard listing segment of the Official List of the FCA.

NOTICE TO DISTRIBUTORS - UK PRODUCT GOVERNANCE

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 New Ordinary Shares have been subject to a product approval process, which has determined that such New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "MAC II Market Assessment"). Notwithstanding the MAC II Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, 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 MAC II Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the MAC II Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the MAC II Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 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 New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

NOTICE TO DISTRIBUTORS - EU PRODUCT GOVERNANCE

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II 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 MiFID II Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "MAC II EU Market Assessment"). Notwithstanding the MAC II EU Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, 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 MAC II EU Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer.

For the avoidance of doubt, the MAC II EU Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; 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 New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

FURTHER INFORMATION

1.         BACKGROUND TO, AND REASONS FOR, THE ACQUISITION

Company Objective

The Company's objective is to build the UK's leading specialist pensions administration business with an initial focus on the SIPP segment, which the Directors believe offers a highly attractive investment opportunity for the following reasons:

·     Long term structural market growth: favourable macroeconomic trends and the evolution of the pension industry have created a drive towards personal pensions (including SIPPs), resulting in continuing expected growth in the SIPP market over the next 5 years from £500 billion to c.£750 billion by AuA, being a compound annual growth rate of 8 per cent.

·    Excellent underlying business fundamentals: Full SIPP administrators typically have a customer retention rate of above 90 per cent., creating an ongoing fee-based revenue stream. The average SIPP plan lasts for more than 25 years, benefitting from embedded growth through contractual inflation-linked fees. Industry average EBITDA margins exceed 30 per cent. with strong cashflow conversion.

·    Near term M&A consolidation opportunity with a robust pipeline: the Director's believe there is a highly attractive M&A landscape for acquiring "Full" SIPP and "Simple" SIPP administrators across a range of sellers. The Board has a robust pipeline primarily sourced through the management team's proprietary network and extensive industry relationships. The Board is currently in active discussions in relation to five potential acquisitions under NDA with vendors through which the combined acquisitions could deliver more than £20 billion of AuA and 45,000 customers in 2024 and 2025¹.

·    InvestAcc is an attractive platform company: as a leading UK personal pension administrator with a high-quality industry reputation, the Directors believe that the Acquisition provides the optimal strategic platform from which to create value through a buy and build M&A strategy. InvestAcc generated £8.8 million of revenue and £3.6 million of adjusted EBITDA in InvestAcc's FY23, achieving an EBITDA compound annual growth rate of 14 per cent. between FY21-FY23. InvestAcc also has a strong commitment to high quality customer service and outcomes evidenced by their customer service score of 96 per cent.

·     Clear value creation delivery driven by disciplined acquisition pricing (at lower multiples than InvestAcc), cost synergies (targeting synergies of up to 30 per cent. of acquired cost bases within 1 year of completion at a delivery cost of 1.5x) and continued organic growth initiatives.

·    A leadership team with sector credentials and M&A track record: the Company's management team have over 65 years of combined operational and strategic experience in the financial services and wealth sector, and have led multiple successful transactions, with particular experience in the pensions sector. The MAC II Group's management team are supported by Marwyn's M&A and capital markets expertise, with a history of successful public market fund raises, having raised over £3.9 billion to date across 12 comparable vehicles delivering £4.9 billion in gross equity profits for investors.

_______________

 ^[1] Subject to the Company entering into definitive agreements and having obtained appropriate debt or equity financing.

Strategy and M&A opportunity

The Company and Marwyn, have, over the last three years, invested in building out the strategic vision and operating platform, and believe the Company is now well-positioned to execute its strategy at pace. The strategic vision has been developed through primary customer and market research with specialist advisors, the formulation of a defined investment, integration optimisation and growth strategy and the development of a significant proprietary pipeline of potential acquisitions through long term relationship-building.

The Company has assembled a highly experienced senior management team, with a strong record of delivering value in financial services and executing multiple successful transactions in a variety of regulatory environments. The leadership team, supported by highly experienced specialists, has been primed to identify, diligence, integrate and operate pension administration businesses.

The SIPP market is fragmented, with the top five administrators accounting for just 46 per cent. of total AuA and 40 per cent. of total plans. The market leader has just 12 per cent. of total AuA. Life companies and platforms account for over 80 per cent. of the "Simple" market, but the "Full" SIPP market, serviced by specialist firms, is much more fragmented. The fragmented supply side of the SIPP market creates a structural opportunity for inorganic growth.

The Directors aim to build the UK's leading specialist pensions administration business, offering SIPP and SSAS services, particularly in the Full SIPP segment, and believe that there is a significant near term M&A opportunity, specifically driven by:

·   SME providers seeking succession solutions: many SIPP administrators were set up by pensions entrepreneurs after the advent of SIPPs in the 1990s.  This means that a generation of founders of small and medium sized specialist SIPP administrators are now considering their own retirement plans and may therefore be open to a sale. There are relatively few buyers of these specialist businesses with a weighting towards "Full" SIPPs as the larger SIPP firms have focused on the higher volume "Simple" SIPP segment.

·   Strategic reviews leading to non-core planned divestments from life companies and investment platforms: the Directors believe that a number of platform and life SIPP players with non-core "Full" SIPP portfolios are open to discussions as they focus on "Simple" SIPPs. Due to the complexity of extracting these "Full" SIPP books from larger organisations, the Directors believe that the Company is one of the few buyers with the operational expertise to execute these 'lift-out' transactions.

The Directors intend to position InvestAcc as the 'buyer of choice', working closely with the FCA in defining high quality SIPP standards and becoming a trusted industry market leader. IFA and wealth management business acquired in the course of SIPP acquisitions may provide the basis for further value creation in due course.

The supply and demand dynamics as well as the spare capacity in the InvestAcc platform mean that management believe that there is the ability to create additional value for Ordinary Shareholders through further M&A. The directors believe that the 10xEBITDA multiple paid for InvestAcc compares favourably to the mid-teen exit multiples historically paid in the SIPP and SSAS sector. The Board is targeting deal pricing of 5-8xEBITDA for any further follow on M&A transactions before any post-acquisition synergies are factored in.

It is expected that any further M&A will initially be financed partly by way of a debt facility, as detailed below, and the Board is targeting synergies to be created of approximately 30 per cent. of the acquired company's cost base. The Board believes that this should result in EPS accretion as the MAC II Group's M&A strategy is delivered.

Marwyn has a long track record of investing in businesses across the UK, Europe and North America, partnering with exceptional, industry-leading management teams to develop industry leaders. Marwyn uses publicly-listed acquisition vehicles to identify and acquire platform businesses before pursuing buy-and-build strategies to create long-term value. This acquisition, via the MAC II vehicle, follows 12 comparable acquisition vehicles that have undertaken ambitious buy-and-build agendas across sectors including, Advanced Computer Software, BCA Marketplace, Breedon Aggregates and Entertainment One. 

Reasons for the Acquisition

The Directors believe that InvestAcc provides the optimal strategic platform from which to create value through a SIPP buy and build strategy, given that it benefits from:

·    being a leading UK personal pension administrator

·    having a proven track record of delivering exceptional customer service

·    having scalable operations and infrastructure

·    having a strong financial profile

·    having a sustainable organic growth trajectory

·    the ongoing alignment with its founder

2.         KEY TERMS OF THE ACQUISITION

Earlier today, Bidco entered into the Acquisition Agreements to purchase 100 per cent. of the issued share capital of InvestAcc. Under the terms of the Acquisition Agreements, Bidco will pay a total consideration of £41,512,317 for InvestAcc, comprising: (i) on Completion, the payment of £29,210,494 to InvestAcc's shareholders; (ii) within 2 Business Days of Bidco receiving a dividend from InvestAcc, the payment of up to £6,150,911 based on the cash position of InvestAcc at Completion; and (iii) on Completion, the issue of £6,150,911 loan notes to Nick Gardner which may be exchanged for the issue of 6,150,911 new Ordinary Shares in the Company ("Consideration Shares").

Completion is conditional upon: (i) MAC II receiving approval from the FCA (as a regulator of certain entities within the InvestAcc Group) of the Company as an acquiror of the InvestAcc Group as required by the FSMA; and (ii) the FCA and the LSE acknowledging MAC II's applications for the re-admission of its shares to the Official ‎List and to trading on the main market for listed securities of the LSE respectively.

Bidco may terminate the Principal SPA at any time prior to Completion if:

·      any of the fundamental title and capacity warranties given by the Principal Sellers are breached;

·      the conditions noted above are not satisfied by 30 April 2025 ("Acquisition Longstop Date");

·      the FCA revokes or notifies an FCA Authorised Company or Nick Gardner in writing that it intends to revoke an FCA Authorised Company's permissions;

·      Bidco becomes aware of any fact or circumstance which, in its reasonable opinion (i) breaches a warranty; and/or (ii) breaches a pre Completion undertaking and as a result of such breach (together with any other breaches of warranty or any other breaches of the pre Completion undertakings) would be likely to result in Bidco being entitled to recover damages for such breach (or breaches) in an amount exceeding £2,000,000 (assuming Bidco and the Principal Sellers were to complete the Principal SPA); and

·      within 7 Business Days following the Signing Date, the Company has not received gross proceeds of at least £30,000,000 pursuant to the Offer and Admission has not completed.

Nick Gardner may terminate the Principal SPA if the conditions are not satisfied by the Acquisition Longstop Date.

The Principal SPA contains customary warranties which are subject to limitations on liability. The Principal SPA also contains customary restrictive covenants on Nick Gardner for a period of 3 years from Completion.

It is anticipated that prior to Completion, subject to certain exceptions, Nick Gardner will enter into an agreement not to sell any Consideration Shares for the first 12 months following Completion ("Lock-in Period"), and any sale of Consideration Shares in the 12 months following the end of the Lock-in Period (the "Restricted Period") may only be made on the basis that an orderly market in the Ordinary Shares is maintained. Following the end of the Restricted Period, no restrictions on the sale of Consideration Shares will apply.

3.         SUMMARY KEY FINANCIAL INFORMATION OF INVESTACC

The tables below set out the audited historical financial information for the InvestAcc Group for the three financial years ended 31 October 2021, 31 October 2022 and 31 October 2023 and selected unaudited interim financial information for the InvestAcc Group for the six-month period ended 30 April 2024.

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Cash Flows

4.         COMPENSATION STRATEGY

The Company, through HoldCo, has put in place a LTIP to ensure alignment with long-term Shareholder value creation. Mark Hodges, Will Self, James Pearce and James Corsellis, together with other members of the Marwyn team are the only participants in the LTIP as at the date of this Announcement, but it is the expectation that participants in the LTIP will ultimately include other members of the Company's management team. The terms of the awards may include additional customary terms including, but not limited to, additional service and performance criteria as well as lock up, malus and claw back provisions.

The general principles of the Company's compensation strategy are to be:

·      Proportionate: to the role being undertaken by the participants and reflecting the participants' value to delivering outstanding, sustainable shareholder returns;

·      Transparent: the compensation structure and its associated terms should be transparent to

investors and the impact of the scheme clearly communicated to investors on an ongoing basis;

·      Performance Based: minimum performance criteria should be based on equity profits generated, taking into account all equity issuance over the lifetime of the relevant measurement period, subject to minimum preferred returns; and

·      Encourage Sustainable Value Creation: incentive arrangements should be structured to encourage the creation of sustainable returns through long-term vesting and performance measurement periods.

Reflecting this strategy, the summary terms of the LTIP are as follows:

·      The LTIP is performance based and enables the participants to exchange Incentive Shares for new Ordinary Shares equal in value to up to a maximum value of 20 per cent. of equity profits generated for Shareholders, based on the long-term performance of the Ordinary Shares.

·      The value of the profit share is calculated on the growth in equity value generated for Shareholders, subject to a minimum annual preferred return of 10 per cent. and taking into account the performance of all equity issued, including share consideration, and adjusted for dividends and capital returns for the period from the date of the IPO to receipt of unrestricted proceeds from that equity through to the point of exercise of awards under the LTIP.

·      Participants may exercise their rights under the LTIP only between the third and seventh anniversary of Completion of the Acquisition or otherwise on an Exit or Distribution.

5.         FURTHER DETAILS OF THE PROPOSED PLACING AND SUBSCRIPTION

The Company is proposing to undertake a Placing and Subscription to raise approximately £30,000,000 (before expenses) through the issue of 30,000,000 New Ordinary Shares in aggregate at the Issue Price.

Members of the public are not eligible to take part in the Offer.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with each
other and with each Existing Ordinary Share, including the right to receive all dividends or other
distributions declared with a record date falling after Admission.

The Offer is not conditional on Completion and may therefore complete while the Acquisition does not. In
such circumstances, the Directors' current intention is that they may seek to undertake other
transactions that the Directors consider (and, if necessary, having first obtained the Sponsor's approval)
appropriate. If the Company is unable to identify uses for the net proceeds of the Offer received by the
Company at Admission which the Directors consider to be appropriate then the Company may (having
obtained the Sponsor's approval) seek to return some of the net proceeds of the Offer to Shareholders,
at which point the Directors will evaluate how best, in their view, to execute such return of capital, having
regard to applicable legal requirements and the Company's ongoing funding position. However, there
can be no guarantee that such proceeds will be returned to Shareholders in a timely manner or at all.

The Placing will be conducted through an accelerated bookbuild, which will be launched immediately following the release of this Announcement. Liberum Capital Limited and KK Advisory Ltd (the "Joint Bookrunners") are acting as joint bookrunners in connection with the Placing.

The timing of the closing of the bookbuild and allocations are at the discretion of the Joint Bookrunners in consultation with the Company. The results of the Placing, which will include the final number of Placing Shares and the gross proceeds of the Placing, will be announced as soon as practicable after the close of the bookbuild.

The terms and conditions of the Placing are set out in Appendix 1 to this Announcement.

6.         REASONS FOR THE OFFER AND USE OF PROCEEDS

The New Ordinary Shares are being issued by the Company to generate capital in order to fund the Acquisition.

7.         ESTIMATED NET PROCEEDS AND EXPENSES OF THE OFFER

Under the Offer, 30,000,000 New Ordinary Shares are being made available at an Issue Price of £1.00 per New Ordinary Share, raising total gross proceeds of £30,000,000 million. The total costs, charges and expenses payable by the Company in connection with the Offer, the Acquisition, Admission and Re-Admission are estimated to be approximately £2,956,005 million (excluding VAT). Such amount includes financial advice, legal advice, accounting and tax advice, other professional services, stamp duty and other costs and expenses.

No expenses will be charged by the Company to any Investor who subscribes for New Ordinary Shares pursuant to the Offer.

The Offer is not subject to an underwriting agreement and is therefore not being underwritten.

8.         AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION

The Company announces that it has amended its memorandum and articles of association ("Memorandum and Articles") to give effect that upon the occurrence of a "Trigger Event" (namely the publication of a prospectus by the Company in connection with a Business Acquisition or the publication of any other prospectus which would otherwise enable the admission of any equity securities to a stock exchange or trading venue), A Shares or B Shares may be converted into Ordinary Shares on a one-for-one basis by way of conversion, compulsory redemption of the A Shares or B Shares and issue of the relevant Ordinary Shares or such other lawful means as the Board may determine to be appropriate in the circumstances (a) at the election of the relevant Shareholder; or (b) at the election of the Company by resolution of the Directors without the need for the consent of the relevant Shareholder, in each case upon not less than 5 Business Days' notice in writing. Any such conversion may be (i) in respect of one or more Shareholders and is not required to be pro rata in any respect; (ii) may be in respect of all or some of the A Shares and/or B Shares of any Shareholder; (iii) may be effected on one or more occasions. A copy of the updated Memorandum and Articles is available at https://marwynac2.com.

9.         CONVERSION SHARES

The Company currently has 12,000,000 A shares in issue. Marwyn Value Investors II LP, acting by its general partner Marwyn General Partner II Limited, as holder of the A shares, will convert the 12,000,000 A shares held by it into 12,000,000 new Ordinary Shares to be issued on Admission ("Conversion Shares").

10.        EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown are London times unless otherwise stated. All dates and times are based on the current expectations of the Company and are subject to change. They will depend, among other things, upon the date on which all outstanding conditions are satisfied or (where applicable) waived. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Shareholders by announcement through a Regulatory Information Service.

APPENDIX 1

TERMS AND CONDITIONS OF THE PLACING

Persons who are invited and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares will be deemed: (i) to have read and understood this Announcement, including this Appendix 1, in its entirety; (ii) to be making such offer on the terms and conditions contained in this Appendix 1; and (iii) to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements, and undertakings contained in this Appendix 1.

In this Appendix 1, unless the context otherwise requires, "Placee" means a Relevant Person by whom or on whose behalf a commitment to subscribe for Placing Shares has been given. In particular, each such Placee represents, warrants and acknowledges to the Company and the Banks that:

1.   it is a Relevant Person and undertakes that it will subscribe for, acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.   in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA which has implemented the EU Prospectus Regulation other than Qualified Investors or in circumstances in which the prior consent of the Banks has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

3.   in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Relevant Persons or in circumstances in which the prior consent of the Banks has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

4.   except as otherwise permitted by the Banks, it is acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S under the US Securities Act ("Regulation S");

5.   it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement (including this Appendix 1); and

6.   it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix 1.

The Company and the Banks will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

Capitalised terms used in this Appendix 1 shall bear the same meaning as those defined terms used in the Announcement, unless otherwise defined herein.

Details of the Placing

The Banks, as joint bookrunners, have today entered into the placing agreement with the Company ("Placing Agreement"), under which they have each agreed, as agent for the Company, to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price on the terms and subject to the conditions set out therein.

The Placing is conditional upon the Placing Agreement becoming unconditional in all respects and not having been terminated prior to Admission.

The Placing Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares following Admission.

Applications for admission to trading

Applications will be made to the FCA for admission of the New Ordinary Shares to the standard listing segment of the Official List and to the London Stock Exchange for admission of the Placing Shares to trading on the London Stock Exchange's main market for listed securities ("Admission"). Application will also be made to Euroclear for the admission of the New Depository Interests as participating securities (as defined in the CREST Regulations) to CREST.

Admission is conditional upon, amongst other things, the conditions of the Placing Agreement being satisfied and the Placing Agreement not having been terminated in accordance with its terms. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 4 July 2024.

Participation in, and principal terms of, the Placing

Each Bank (whether through itself or any of its affiliates) is arranging the Placing as joint bookrunner to the Company and has agreed to use its reasonable endeavours to procure Placees at the Issue Price for the Placing Shares. Participation in the Placing will only be available to Placees who may lawfully be, and are, invited to participate by the Banks.

The number of Placing Shares to be issued will be agreed between the Banks and the Company following completion of a bookbuilding exercise by the Banks (the "Bookbuild"). The results of the Bookbuild will be recorded in the Placing results announcement, which will be released via a Regulatory Information Service following the completion of the Bookbuild.

Placees wishing to participate in the Bookbuild are required to communicate their bid by telephone to their usual contact at each Bank stating the number of Placing Shares which the prospective Placee wishes to acquire at the Issue Price.

The Banks will determine, after consultation (so far as is practicable) with the Company, in its absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee and this will be confirmed orally or in writing by the Banks as agent of the Company ("Confirmation"). A contract note or an electronic trade confirmation will be dispatched as soon as possible thereafter.  No element of the Placing will be underwritten. The Confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Issue Price on the terms and conditions set out in this Appendix 1 (a copy of the terms and conditions having been provided to the Placee prior to or at the same time as such oral or written confirmation) and in accordance with the Company's articles of association. For the avoidance of doubt, the Confirmation constitutes each Placee's irrevocable legally binding agreement, subject to the Placing Agreement not having been terminated, to pay the aggregate settlement amount for the Placing Shares to be subscribed for by that Placee regardless of the total number of Placing Shares (if any) subscribed for by any other investor(s).

The Banks reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing.  The Banks also reserves the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.

The timing of the closing of the Bookbuild and allocations are at the discretion of the Company and the Banks. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing in its discretion.

Each Placee will be required to pay to Liberum, as placing agent, on the Company's behalf, the Issue Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to each Bank and the Company. Each Placee has an immediate, irrevocable and binding obligation, owed to the Banks, to pay in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to subscribe for. By participating in the Placing, each Placee will be deemed: (i) to have read and understood the Announcement and this Appendix 1 in their entirety; (ii) to be participating in the Placing upon the terms and conditions contained in this Appendix 1; and (iii) to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix 1. To the fullest extent permitted by law and the applicable FCA rules (the "FCA Rules"), neither (i) the Banks, (ii) any of their respective directors, partners, officers, employees or consultants, or (iii) to the extent not contained within (i) or (ii), any person connected with the Banks  as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing.

Irrespective of the time at which a Placee's participation in the Placing is confirmed, settlement for all Placing Shares to be subscribed for and acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.

Completion of the Placing will be subject to the fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing Agreement not being terminated on the basis referred to below under 'Termination of the Placing Agreement'. In the event that the Placing Agreement does not otherwise become unconditional in any respect or is terminated, the Placing will not proceed and all funds delivered by the Placee to Liberum in respect of the Placee's participation will be returned to the Placee at the Placee's risk without interest.

By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not otherwise be capable of rescission or termination by the Placee.

Notwithstanding anything to the contrary in this Announcement or the representations where the Placee is acting in its capacity as agent, as a discretionary investment manager on behalf of its underlying clients (who may include individuals and/or retail clients as defined within MiFID and/or the FCA Rules), then the discretionary investment manager shall be regarded as the Placee for the purpose of this Announcement and not the underlying client. For the avoidance of doubt, the representations and warranties are given by the Placee itself, and not the underlying client(s).

To the fullest extent permissible by law, neither the Company nor the Banks nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Banks nor any of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Bookbuild or of such alternative method of effecting the Placing as the Banks and the Company may agree.

Conditions of the Placing

The obligations of the Banks under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:

1.   the Acquisition Agreements having been entered into and duly executed by the parties;

2.   the compliance by the Company with all of its obligations under the Placing Agreement to the extent that they are required to be performed on or prior to Admission;

3.   the Prospectus having been approved by the FCA pursuant to the Prospectus Regulation Rules not later than 4.00 p.m. on the date following the date of this Announcement (or such later time or date as the Banks may agree);

4.   the Prospectus being published and made available in the manner specified in the Prospectus Regulation Rules or in such other manner as the Banks may agree;

5.   the Subscription Letter(s) having become unconditional in all respects (save for Admission) and not having been terminated or rescinded before Admission;

6.   the Depository Interests continuing to be participating securities for the purposes of CREST and the Registrars and the Depository having taken all necessary steps, given all necessary instructions and made the necessary applications to Euroclear to allow the New Depository Interests to be issued and transferred as at and from Admission; and

7.   Admission having occurred not later than 8.00 a.m. on 4 July 2024 or such later date as the Company and the Banks may agree, being not later than 8.00 a.m. on 18 July 2024.

If (i) any of the conditions contained in the Placing Agreement are not fulfilled or waived by the Banks by the respective time or date where specified, (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and each Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Banks, at their discretion and upon such terms as they think fit, may waive compliance by the Company with the whole or any part of certain of the Company's obligations in relation to certain of the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix 1).

Neither the Banks, the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Banks.

Termination of the Placing Agreement

the Banks is entitled, at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:

1.   any of the warranties contained in the Placing Agreement and given by the Company for the benefit of the Banks is or becomes (by reference to the facts, matters or circumstances from time to time existing) untrue, inaccurate or misleading; or

2.   there has been a breach by the Company of any of its undertakings, covenants or obligations under the Placing Agreement which the Banks considers, in their sole judgement (acting in good faith) to be (singly or in the aggregate) material in the context of the Group taken as a whole, the Fundraising, Admission or Post Admission Dealings; or

3.   in the opinion of the Banks there shall have been, whether or not foreseeable at the date of the Placing Agreement, a material adverse change in, or any development reasonably likely to result in or have a prospective material adverse change in or affecting, the condition (financial, operational, legal or otherwise), prospects, earnings, net asset value, funding position, management, business affairs or operations of (i) the Company or (ii) the Group taken as a whole, whether or not arising in the ordinary course of business, which the Banks considers, in its sole judgement (acting in good faith), to be (singly or in the aggregate) material in the context of the Group taken as a whole, the Fundraising, Admission or Post Admission dealings; or

4.   it shall come to the knowledge of the Banks that any of the warranties contained in the Acquisition Agreements was untrue or inaccurate in any material respect, or misleading when made and/or that any of the warranties contained in the Acquisition Agreements would be untrue or inaccurate in any material respect or misleading if it were repeated at any time prior to Admission by reference to the facts, matters and circumstances then subsisting; or

5.   any party to the Acquisition Agreements terminates, or has given notice to terminate, that agreement (for whatever reason); or

6.   either of the Applications is withdrawn by the Company or refused by the FCA or the London Stock Exchange (as appropriate).

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by the Banks of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Banks and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

Information

Each Placee, by accepting a participation in the Placing, agrees that the content of  this Announcement (including this Appendix 1) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, the Banks or any other person and neither the Banks nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

The Acquisition constitutes a reverse takeover under the Listing Rules and as such, the Company intends to publish the Prospectus in connection with Admission and the re-application for re-admission to listing of all of the Ordinary Shares in issue immediately prior to completion of the Acquisition ("Completion") (including the New Ordinary Shares, subject to Admission), following Completion. As such, the Prospectus will include additional disclosure in relation to InvestAcc, including, without limitation, audited historical financial information on InvestAcc and unaudited pro forma financial information of the Enlarged Group, which may be different from and which will update, supplement and/or supersede the publicly available information taken together with the information contained in this Announcement, and any Exchange Information (as defined below) previously published by or on behalf of the Company.

Registration and settlement

Settlement of transactions in the Placing Shares (in the form of Depository Interests), following Admission, will take place within the system administered by CREST, subject to certain exceptions.

The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the reasonable opinion of the Banks, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Participation in the Placing is only available to persons who are invited to participate in it by the Banks.

A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally or in writing with the Banks. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Placing Shares at the Issue Price on the terms and conditions set out or referred to in this Appendix 1 and subject to the Company's articles of association.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note or an electronic trade confirmation in accordance with the standing arrangements in place with the Banks, stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to the Banks and settlement instructions.

The Company will deliver the New Depository Interests to the CREST account operated by Liberum as placing agent for the Company and Liberum will enter their delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement in respect of the Placing Shares (in the form of Depository Interests) will take place on 4 July 2024 on a delivery versus payment basis.

Subject to the conditions set out above, payment in respect of the Placees' allocation is due as set out below. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Liberum. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST. The relevant settlement details for the New Depository Interests are as follows:

CREST Participant ID of Liberum: 7BAUG

Expected Trade Date: 28 June 2024

Expected Settlement Date: 4 July 2024

ISIN code for the Placing Shares: VGG5877D1033

Deadline for Placee to input instructions into CREST: 5 p.m. on 3 July 2024

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above prevailing Sterling Overnight Index Average (SONIA) as determined by the Banks.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, understands, represents, warrants and agrees (as the case may be) with each Bank (in its capacity as bookrunner and, in the case of Liberum only, as placing agent of the Company) in respect of the Placing and the Company that:

1.   it has read and understood this Announcement, including the Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;

2.   it has received this Announcement solely for its use and has not redistributed or duplicated it and will not distribute, forward, transfer or otherwise transmit this Announcement or any part thereof to any person;

3.   its participation in the Placing shall also be subject to the provisions of the Placing Agreement and the Company's articles of association;

4.   the Ordinary Shares are admitted to the standard listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities and that the Company is therefore required to publish certain business and financial information in accordance with MAR and rules and regulations of the London Stock Exchange (collectively and together with the information referred to in (i) above, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;

5.   neither the Banks, nor the Company nor any of their respective affiliates or any person acting on behalf of any of them has provided, nor will they provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Banks, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

6.   the content of this Announcement is exclusively the responsibility of the Company and that neither the Banks, nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by the Banks or the Company or their respective affiliates and neither the Banks nor the Company nor their respective affiliates will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

7.   to the extent it has received any inside information (for the purposes of MAR) and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

8.   neither the Banks nor any person acting on their behalf nor any of their respective affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9.   it has complied with its obligations under the Criminal Justice Act 1993, MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Regulations") and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

10.  if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation or the EU Prospectus Regulation (including any relevant implementing measure in the UK or any member state of the EEA) the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, Relevant Persons in the UK or Qualified Investors in a member state of the EEA, or in circumstances in which the prior consent of the Banks has been given to the proposed offer or resale;

11.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or within the meaning of the UK Prospectus Regulation;

12.  its agreement to subscribe for Placing Shares is not by way of an acceptance of a public offer made or to be made in the Prospectus but is by way of a collateral contract and, accordingly, Article 23(2) of the UK Prospectus Regulation does not entitle it to withdraw in the event that the Company publishes a supplementary prospectus prior to Admission;

13.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation (including any relevant implementing measure in any member state);

14.  it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

15.  it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

16.  if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) is a Relevant Person and if it is within a member state of the EEA, it is a Qualified Investor. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

17.  any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents and agrees that, in the EEA, it is such a Qualified Investor;

18.  it and any person acting on its behalf is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations, and that its subscription of Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

19.  it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with the Placing Shares, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in the Banks, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing;

20.  its purchase of Placing Shares does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such purchase; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;

21.  it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as each Bank may in its discretion determine and without liability to such Placee;

22.  neither the Banks nor any of their affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Banks for the purposes of the Placing and that the Banks has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

23.  the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Banks nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Banks in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock accounts of the Banks who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

24.  these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

25.  the Banks and their affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein, which are irrevocable, and it irrevocably authorises the Banks to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

26.  it agrees to indemnify on an after tax basis and hold the Banks and its respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in the Appendices and further agrees that the provisions of the Appendices shall survive after completion of the Placing;

27.  it will acquire any Placing Shares subscribed for by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

28.  its commitment to subscribe for Placing Shares on the terms set out herein and in the relevant contract notes will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company and the Banks. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Banks shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Banks accordingly;

29.  no action has been or will be taken by any of the Company, the Banks or any person acting on behalf of the Company or the Banks that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

30.  in making any decision to subscribe for the Placing Shares, it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

31.  it has (a) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had access to review publicly available information concerning the Company that it considers necessary or appropriate and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate in connection with its subscription of the Placing Shares; and (d) made its investment decision based upon its own judgment, due diligence and analysis and not upon any view expressed or information provided by or on behalf of the Banks;

32.  it may not rely on any investigation that the Banks or any person acting on its behalf may or may not have conducted with respect to the Company, or the Placing and the Banks  has not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by the Banks or the Company for the purposes of this Placing;

33.  it will not hold the Banks nor any of their affiliates nor any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") and that neither the Banks nor any person acting on its behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;

34.  it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, the United States, Australia, Japan, New Zealand, the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified for offer and sale nor will a prospectus be published in respect of any of the Placing Shares under the securities laws or legislation of the United States, Australia, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful and, subject to certain exceptions, may not be offered, sold, delivered or transferred, directly or indirectly, within those jurisdictions;

35.  unless specifically agreed in writing with the Banks, the Placee is; (a) a person located outside the United States at the time the Placing Shares are acquired; and (b) is subscribing for Placing Shares only in an "offshore transaction" as defined in and pursuant to Regulation S, and is not subscribing for Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares in or into the United States;

36.  the Placee is not acquiring Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of "general solicitation" or "general advertising" (within the meaning of Rule 502(c) of Regulation D of the US Securities Act); and

37.  it is not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Placing Shares is given.

The foregoing acknowledgements, undertakings, understandings, representations, warranties and agreements are given for the benefit of the Company and the Banks as joint bookrunners.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Banks or any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the Banks, any money held in an account with the Banks on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the money of the Banks in accordance with the client money rules and will be used by the Banks in the course of its own business; and the Placee will rank only as a general creditor of the Banks (as applicable).

All times and dates in this Announcement may be subject to amendment. The Banks shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is not a guide to future performance and persons needing advice should consult an independent financial adviser.

No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, the Placing Documents.

APPENDIX 2

DEFINITIONS