THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO.
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. NEITHER THIS
ANNOUNCEMENT NOR ANY PART OF IT SHOULD FORM THE BASIS OF OR BE
RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO
ANY CONTRACT OR COMMITMENT WHATSOEVER. ANY DECISION TO PURCHASE,
SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY
ORIDNARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION
CONTAINED IN THE ORIGINAL PROSPECTUS AND THE SUPPLEMENTARY
PROSPECTUS.
LEI: 2549008KZ7HM27V4O637
Marwyn Acquisition Company II
Limited
(the
"Company")
Publication of a
Supplementary Prospectus
Further to the Company's
announcement of 2 September 2024 regarding the publication of the
Company's Annual Report for the financial year ended 30 June 2024,
the Company announces that it has today published a supplementary
prospectus that has been approved by the FCA ("Supplementary Prospectus").
The Supplementary Prospectus is
supplemental to, and should be read in conjunction with, the
prospectus published by the Company on 1 July 2024 ("Original Prospectus").
A copy of the Supplementary
Prospectus will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and is available on the Company's website
www.marwynac2.com/investors/shareholder-documents.
Next steps
The Acquisition remains conditional
upon:
· the
FCA having given written notice to MAC II UK that the FCA approves
the acquisition of control by MAC II UK over the companies within
the InvestAcc Group that are FCA authorised; and
· the
FCA having acknowledged that the application for the readmission of
the Enlarged Ordinary Share Capital of the Company (including the
Consideration Shares) to the equity shares (transition) category of
the Official List has been approved and will become effective and
the London Stock Exchange having acknowledged that the Enlarged
Ordinary Share Capital will be admitted to trading on its main
market for listed securities, in each case with effect from
Completion.
Subject to these factors, Completion
is expected to occur in Q3 / early Q4 of 2024.
Defined terms used in this
announcement shall have the meaning given in the Original
Prospectus, unless otherwise defined.
Enquiries:
Company Secretary
Antoinette Vanderpuije - 020 7004
2700
Zeus Capital Limited- (Corporate Broker)
- +44 (0) 207 220
1666
Harry Ansell
Katy Mitchell
Panmure Liberum Capital Limited (Financial Adviser) - 44 (0)
203 100 2000
Chris Clarke / Ed Thomas / Anake
Singh
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.
Completion of the Acquisition is
subject to the satisfaction of a number of conditions as more fully
described in the Original 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. Investors should not acquire any Ordinary Shares
referred to in this announcement except on the basis of the
information contained in the Original Prospectus and the
Supplementary Prospectus published by the Company.