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 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 ("COMPANY" OR "MAC II")

MAC II ACQUISITION OF INVESTACC

SUCCESSFUL PLACING AND SUBSCRIPTION OF 30,000,000 NEW ORDINARY SHARES AT £1.00 PER SHARE

MAC II announces that, further to its earlier announcement today (the "Acquisition Announcement"), it has conditionally raised £30 million (before expenses) via:

·               a conditional placing of 11,386,333 new ordinary shares of the Company ("New Ordinary Shares") at a price of £1.00 per share (the "Issue Price") (the "Placing"); and

·               conditional subscriptions directly with the Company for 18,613,667 New Ordinary Shares at the Issue Price ("Subscription" and together with the Placing, the "Offer"),

As set out in the Acquisition Announcement, the net proceeds of the Offer will be used to fund the Acquisition.

The Placing is conditional on, amongst other things (i) Admission having occurred not later than 8.00 a.m. on 4 July 2024 (or such later date as agreed between the Joint Bookrunners and the Company, being no later than 18 July 2024) and (ii) the Placing Agreement having become unconditional in all respects and not having terminated prior to Admission.

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 Board currently expects Admission to occur on 4 July 2024. A further announcement will be made in due course, as and when appropriate.

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 with effect from 7.30 a.m. today. The Company's Ordinary Shares will remain suspended until such time as a Prospectus is published (which is expected to be published by the Company on or around 1 July 2024).

Defined terms used throughout this announcement have the meanings set out in the Acquisition Announcement unless the context requires otherwise.

Will Self, Chief Executive Officer of MAC II, commented on the transaction:

"We are pleased with today's successful placing and subscription. The proceeds will allow us to deliver our buy-and-build strategy starting with the acquisition of InvestAcc - a leading UK personal pension administrator. The fundraising underlines the confidence and backing in MAC II's strategy to build the leading customer proposition in the UK self-invested pensions market."

SUBSCRIPTIONS BY DIRECTORS AND MARWYN

As part of the Subscription:

·              Mark Hodges (Chair) has agreed to subscribe for 150,000 New Ordinary Shares at the Issue Price; and

·              Will Self (Chief Executive Officer) has agreed to subscribe for 50,000 New Ordinary Shares at Issue Price.

Since Mark Hodges and Will Self are both PDMRs of the Company, notifications in respect of these PDMR dealings in accordance with the requirements of the UK version of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, is set out in the Appendix to this announcement.

In addition, funds managed by Marwyn have subscribed for 16,688,667 Ordinary Shares pursuant to the Subscription

ADMISSION, SETTLEMENT AND DEALINGS

Application will be made to the London Stock Exchange for Admission of the new Ordinary Shares to be issued pursuant to the Placing. Admission is expected to occur on 4 July 2024.

The Company currently expects to complete the Acquisition in Q3/Q4 2024.

The New Ordinary Shares will not be admitted to trading on any stock exchange other than LSE.

Information on the Company is available on its website at: https://www.marwynac2.com/home/default.aspx.

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.

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.

APPENDIX - PDMR DEALING NOTIFICATIONS