MAC2 Marwyn Acquisition Company Ii Limited

FOR IMMEDIATE RELEASE

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 PUBLISHED BY THE COMPANY IN CONNECTION WITH THE ACQUISITION, ADMISSION AND RE-ADMISSION IS AVAILABLE FOR INSPECTION AT THE COMPANY'S WEBSITE WWW.MARWYNAC2.COM.

1 July 2024

MARWYN ACQUISITION COMPANY II LIMITED ("COMPANY" OR "MAC II")

APPROVAL AND PUBLICATION OF PROSPECTUS

Further to the Company's announcement of 28 June 2024, the Company confirms that a prospectus has been approved by the Financial Conduct Authority and published by the Company ("Prospectus").

The Prospectus has been published in connection with:

1.  the admission of 30,000,000 New Ordinary Shares and 12,000,000 Conversion Shares to the standard listing segment of the Official List and to trading on the London Stock Exchange's ("LSE") main market for listed securities ("Main Market") ("Admission");

2.   conditional upon completion of the Acquisition ("Completion"), the admission of 6,150,911 Consideration Shares to the standard listing segment of the Official List and to trading on the LSE's Main Market; and

3.  as the Acquisition of InvestAcc Group Limited is a reverse takeover under the Listing Rules, the re-admission of the Ordinary Shares to the Official List and to trading on the LSE's Main Market ("Re-Admission").

It is expected that:

·      Admission will take place at 8 a.m. on 4 July 2024;

·      Completion will take place in Q3/Q4 2024; and

·      Re-Admission will take place at 8 a.m. on the date that Completion takes place.

The Prospectus will shortly be available on the Company's website at https://www.marwynac2.com/investors/shareholder-documents/2024/default.aspx subject to certain access restrictions. A copy of the Prospectus is being submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For the purposes of Listing Rule 5.6.15G, MAC II announces that:

(a)  the Prospectus contains financial information on InvestAcc for the past three financial years, including profit and loss information, balance sheet information and cash flow information.  There are no key differences between MAC II's accounting policies and those used to present the financial information of InvestAcc;

(b) the Prospectus contains a description of InvestAcc, including key non-financial operating or performance measures appropriate to its business operations and the information as required under Annex 1 Section 10 (Trend information) of the UK version of the Regulation number 2019/980 of the European Commission;

(c)  the directors of MAC II consider that the Prospectus contains sufficient information about the InvestAcc business to provide a properly informed basis for assessing its financial position; and

(d) MAC II has made the necessary arrangements with the Sellers to enable it to keep the market informed without delay of any developments concerning InvestAcc that would be required to be released were InvestAcc part of MAC II.

MAC II has applied to the FCA to restore the listing of the MAC II Shares, which will take place in due course.

Capitalised terms used but not defined in the announcement have the meanings given to them in the Company's RIS announcement of the Acquisition on 28 June 2024.

Enquiries

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.

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. Neither this announcement nor anything contained in it shall form the basis of, or be relied upon in conjunction with, any offer or commitment whatsoever in any jurisdiction. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the 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 any jurisdiction outside the United Kingdom.