TIDMMCII
RNS Number : 1229U
Marwyn Capital II Limited
16 December 2011
REG - Marwyn Capital II Ltd - Reverse Takeover of Paragon
Creative Limited
16/12/2011
Marwyn Capital II Limited
16 December 2011
MARWYN CAPITAL II LIMITED (the "Company")
Reverse takeover of Paragon Creative Limited ("Paragon
Creative") and fundraising of up to GBP2.5 million
Posting of Admission Document and Notice of General Meeting
Further to the announcement dated 8 December 2011, the Company
is pleased to announce today that it has entered into a conditional
agreement to acquire Paragon Creative, a UK based attraction
design, production and fit-out business, for a maximum
consideration of approximately GBP4.0 million. This is to be
satisfied on Completion in cash (GBP1.75 million) and Ordinary
Shares (GBP1.5 million) and a further GBP750,000 (when it becomes
payable to the Vendors) in cash and/or Ordinary Shares (at the
absolute discretion of the Company) up to a maximum of 18.75
million Ordinary Shares.
Immediately post admission of the Enlarged Group to AIM, certain
of the Vendors of Paragon Creative and a newly appointed management
team will retain approximately 30% of the Enlarged Issued Share
Capital of the Company.
The Acquisition will constitute a reverse takeover under the AIM
Rules for Companies, and as such will require Shareholder approval
at a general meeting of the Company, to be held on 20 December
2011. The Admission Document has been published and is expected to
be sent at short notice to Shareholders later today and trading in
the Company's Ordinary Share Capital on AIM will resume at 7:30am
on 16 December 2011.
The Company also announces that it proposes to raise GBP2.5
million (before expenses) by way of a conditional placing of up to
62,500,000 new ordinary shares at 4 pence per share and to appoint
Mark Pyrah as Chief Executive Officer to lead the Enlarged Group
together with Robert Hersov as Non-Executive Chairman. In addition,
Peter Holdsworth (Production Director), David Gray (Operations
Director) and Mark Taylor (Commercial Director) will be appointed
to the Board.
Shortly after Admission, the Company will be renamed Paragon
Entertainment Limited.
Highlights
-- Paragon Creative designs and produces third party attractions
(including interactive exhibits, models and fully themed
attractions) for museums, shopping malls, theme parks, science
centres and other clients globally
-- Paragon Creative's management team has over 20 years of
experience and have completed over 1,000 projects worldwide with
Paragon Creative work present in attractions drawing over 50
million visitors a year
-- Paragon Creative is experiencing increased demand for themed
work, driven by increased inward tourism, increased domestic
tourism and underlying consumer, corporate and retail demand
-- The opportunity exists to own and operate attractions
directly extending Paragon Creative's business model across more of
the value chain creating an end-to-end integrated attractions
business
-- Approximately GBP2 million of growth capital will be
available to the Enlarged Group post Completion to undertake a
roll-out of themed attractions
-- An experienced management team will be appointed from
Completion with extensive operational track-record
-- Paragon Creative Vendors and the new management team to
retain approximately 30% post Completion
-- Largest shareholder Marwyn has a proven track record in
assisting portfolio companies to deliver
Shareholder value
Commenting on the Acquisition, Mark Pyrah, proposed CEO,
said:
"I am looking forward to the opportunity to lead Paragon
Creative onto AIM and realise a long-standing ambition to create a
fully integrated attraction design, production, fit-out and now
operating business. I am thrilled to be leading a new, expanded
management team bolstered by extensive operational experience as we
look to roll-out proprietary attractions across the UK and abroad,
while at the same time continuing to deliver great work to our
existing clients."
Mark Watts, Non-Executive Director of the Company and Managing
Partner of Marwyn Investment Management LLP, said:
"We are delighted to announce the acquisition of Paragon
Creative. The combination of an experienced management team and the
backing that Marwyn brings has already transformed many of our
portfolio businesses and this dynamic approach will enable Paragon
Creative to build real shareholder value in a sector full of
potential".
Enquiries:
Cenkos Securities plc (nominated adviser and broker)
+44 (0)20 7397 8900
Max Hartley / Ivonne Cantu
Marwyn Capital LLP (financial adviser)
+44 (0)20 7004 2700
Vanessa Bolger / Gianpaolo Pera
Shareholders are informed that the Admission Document has been
published and will be posted today, together with a notice
convening the General Meeting at which the approval of Shareholders
will be sought, inter alia, for the Acquisition, the authority to
allot new Ordinary Shares pursuant to the Placing, to change the
name of the Company to Paragon Entertainment Limited and to adopt a
new memorandum and articles of association of the Company.
A copy of the Admission Document is available from the Company's
website: www.marwyncapitaltwo.com.
Background to the Acquisition and the fundraising
The Company was admitted to AIM on 24 December 2009 as a special
purpose vehicle with initial funding of GBP4.9 million (before
expenses). As at that date, the stated strategy of the Company was
to acquire one or more quoted or unquoted businesses or companies
(in whole or in part) initially by way of a reverse takeover. The
Company was established to focus on businesses or companies
conducting activities wholly or mainly in the UK with particular
focus on the leisure, healthcare, testing and inspection sectors.
The Directors have reviewed a number of potential acquisition
targets since the Company was admitted to AIM and, for the past six
months, the Company's focus has been to review the leisure sector
and to identify potential acquisition opportunities therein.
Specifically, the Company has identified Paragon Creative as a
platform from which to create value for Shareholders thanks to
organic and acquisitive growth opportunities in addition to the
opportunity to leverage Paragon Creative's existing skill base and
expand into the development, funding and operation of proprietary
attraction concepts.
Paragon Creative has experienced strong growth in the financial
year to 31 August 2011 despite the weak economic climate, with
revenues up 28 per cent. As at 31 October 2011, two months into its
financial year, Paragon Creative had over 70 per cent. of its full
year budgeted revenue already within its contracted order book. In
addition, Paragon Creative's project pipeline stood at almost five
times FY11 revenues giving the Enlarged Group excellent revenue
visibility.
The proposed Board believes that there are a number of factors
which suggest that Paragon Creative is well positioned to pursue
this strategy and to derive significant value, namely:
-- the expansion of Paragon Creative's existing third party
attraction design and production business through targeted
acquisition opportunities which further expand Paragon Creative's
already extensive customer base;
-- the roll-out of a pipeline of owned and licensed branded
attraction concepts which the proposed Board believe have
significant roll-out potential; and
-- the development and operation of larger stand-alone
attraction opportunities, leveraging specific brand and theming
opportunities with extensive market appeal.
Details of the Acquisition and Board appointments
Mark Pyrah will be appointed as the new Chief Executive Officer
of the Company on Admission. Mark has 20 years of experience in the
entertainment industry including film & media, theming and
attractions and has spent the last seven years developing Paragon
Creative into a market leading theming business.
Robert Hersov will be appointed as the new Non-Executive
Chairman on Admission. Robert has over 20 years of experience in
the global investment banking, media and private aviation sectors.
Alongside his role as managing partner at merchant bank Sapinda,
Robert continues to hold a number of senior executive and
non-executive roles in addition to significant interests as a
private investor and entrepreneur.
Peter Holdsworth will be appointed as Production Director on
Admission. Peter has over 22 years of experience in the realisation
of interactive visitor attractions, models and themed environments,
20 of which were at the helm of his own company.
David Gray will be appointed Operations Director on Admission.
David has over 20 years of experience in funding, developing,
operating, managing and marketing tourist attractions globally. He
has developed and managed over $50 million in entertainment
projects over the last 20 years.
Mark Taylor will be appointed Commercial Director on Admission.
Mark has over a decade's private equity and venture capital
experience. Mark has spent the last five years as managing director
of Global Aquariums BV, a business which develops, owns and manages
aquariums in emerging markets.
Previous directors Paul Everitt and Paul Cookson stepped down
from the Board yesterday, and Mark Watts remains on the Board as a
Non-Executive Director. The Company would like to thank them both
for their assistance and wishes
them well for the future.
The maximum consideration payable under the Acquisition
Agreement will be approximately GBP4.0 million. Such amount will be
satisfied as to GBP1.75 million in cash on Completion and GBP1.5
million by the issue and allotment of 37.8 million Ordinary Shares
at the Placing Price to certain of the Vendors. Further
consideration of up to a maximum of GBP750,000 payable to the
Vendors will be deferred pending determination or settlement of
certain potential liabilities of the Target and the Vendors. Such
deferred consideration will be satisfied (at the Company's absolute
discretion) in cash and/or by the issue and allotment of Ordinary
Shares of an equivalent value up to a maximum of 18.75 million
Ordinary Shares.
The net proceeds of the Placing will be utilised by the Company
to part fund the cash consideration and provide additional growth
capital to the Enlarged Group to undertake the proposed
strategy.
Proposed Directors' service agreements
The following agreements have been entered into between the
Proposed Directors and the Company and in each case are conditional
upon, and commencing from Admission:
Robert Hersov is to enter into a non-executive director letter
of appointment with the Company which will commence upon
Completion. The letter of appointment may be terminated by either
party giving the other not less than six months' written notice.
The non-executive director is entitled to a fee of GBP30,000 per
annum, which will increase to GBP60,000 per annum on the later of 1
July 2012 and either: (i) the successful opening of the fifth
attraction funded, developed and operated by the Company or another
member of the Group following admission; or (ii) compliance with
such other similar metric, measurement or criteria as determined by
the remuneration committee of the Board from time to time in its
absolute discretion. The Company may terminate Robert Hersov's
appointment on the occurrence of certain events.
Mark Pyrah and Peter Holdsworth will each be entitled to a fee
of GBP84,000 per annum, which will increase to GBP120,000 per annum
on the later of 1 July 2012 and either: (i) the successful opening
of the fifth attraction funded, developed and operated by the
Company or another member of the Group following Admission; or (ii)
compliance with such other similar metric, measurement or criteria
as determined by the remuneration committee of the Board from time
to time in its absolute discretion.
David Gray will be entitled to GBP60,000 per annum, which will
increase to GBP120,000 per annum on the later of 1 July 2012 and
either: (i) the successful opening of the fifth attraction funded,
developed and operated by the Company following admission; or (ii)
compliance with such other similar metric, measurement or criteria
as determined by the remuneration committee of the Board from time
to time in its absolute discretion.
Mark Taylor will be entitled to GBP48,000 per annum, which will
increase to GBP96,000 per annum on the later of 1 July 2012 and
either: (i) the successful opening of the fifth attraction funded,
developed and operated by the Company following admission; or (ii)
compliance with such other similar metric, measurement or criteria
as determined by the remuneration committee of the Board from time
to time in its absolute discretion.
Existing Director of the Company
On 18 December 2009, the Company entered into a letter of
appointment and a bonus letter with Mark Irvine John Watts. It is
proposed that Mark Watts will enter into an amended letter of
appointment commencing on Completion. Mark Watts will be entitled
to a fee of GBP25,000 per annum. The letter of appointment may be
terminated by either party giving not less than three months'
written notice. The Company may terminate Mark Watts' appointment
on the occurrence of certain events.
Details of the Placing and Admission
The Company will conduct two placings due to the requirements of
the VCT Scheme and EIS Scheme. The New VCT/EIS Placing Shares will
be offered to VCT's and to EIS investors. The General Placing
Shares will be offered to other investors who will not be seeking
relief under the VCT/EIS legislation.
It is expected that:
-- First Admission will become effective and that dealings in
the New VCT/EIS Placing Shares and the Existing Ordinary Shares
will commence at 8.00 a.m. on 21 December 2011.
-- Subject to First Admission having occurred, Second Admission
will become effective and that dealings in the General Placing
Shares will commence at 8.00 a.m. on 22 December 2011.
Commitment Agreement
Pursuant to a commitment agreement dated 15 December 2011
between (1) David Gray, (2) Vulcan, (3) Robert Hersov and (4) the
Company, as consideration for: (i) the introduction made by such
parties to the Company of the opportunity to acquire the issued
share capital of the Target pursuant to the terms of the
Acquisition Agreement; and (ii) the on-going commitments to be made
by such parties to the Group through, inter alia, the Deed of
Undertaking (details of which are to be set out in the Admission
Document), the Company has agreed to issue and allot:
i) 8.4 million Ordinary Shares to Vulcan on Admission;
ii) 1.6 million Ordinary Shares to David Gray on Admission;
iii) within 20 Business Days following: (i) the successful
opening (such opening being a success in the opinion of the
remuneration committee) of the fifth attraction funded, developed
and operated by the Company or another member of the Group
following Admission; or (ii) compliance with such other similar
metric, measurement or performance criteria as determined by the
remuneration committee of the Board from time to time in its
absolute discretion, 1.6 million Ordinary Shares to David Gray.
The obligations of the Company under the Commitment Agreement
are conditional, inter alia, upon Completion occurring.
Recommendation
The Director recommends that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting.
Notice of General Meeting
An Admission Document is expected to be posted to Shareholders
later today. The formal notice convening the General Meeting, will
be enclosed with the Admission Document sent to Shareholders.
ADMISSION AND PLACING STATISTICS
Number of Existing Ordinary Shares 49,000,000
Existing Ordinary Shares as a percentage of the Enlarged Issued
Share Capital (1) 30.7 per cent.
Placing Price 4 pence
Number of Placing Shares being issued and allotted pursuant to
the Placing (1) up to 62,500,000
Placing Shares as a percentage of the Enlarged Issued Share
Capital 39.2 per cent.
Number of New VCT/EIS Placing Shares (1) 34,550,000
VCT/EIS Placing Shares as a percentage of Enlarged Issued Share
Capital (1) 21.7 per cent.
Number of General Placing Shares (1) 27,950,000
Number of Consideration Shares to be issued on Completion (1)
37,826,525
Number of Commitment Shares to be issued on Completion (1)
10,036,528
General Placing Shares as a percentage of the Enlarged Issued
Share Capital 17.5 per cent.
Consideration Shares to be issued on Completion as a
percentage
of the Enlarged Issued Share Capital 23.7 per cent.
Commitment Shares to be issued on Completion as a percentage
of the Enlarged Issued Share Capital 6.3 per cent.
Enlarged Issued Share Capital immediately following Admission
159,363,053
Market capitalisation of the Company at the Placing Price on
Admission (1)
GBP6,374,522 [GBP4,100,000]
Gross proceeds of the Placing (1) GBP2,500,000
Estimated proceeds of the Placing net of expenses (1,2)
GBP1,907,575
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this document 16 December 2011
Latest time and date for receipt of Forms 10.00 a.m. on 17 December
of Direction 2011
Latest time and date for receipt of Forms 10.00 a.m. on 18 December
of Proxy 2011
General Meeting 10.00 a.m. on 20 December
2011
First Admission becomes effective and
dealings commence in the VCT/EIS Placing 8.00 a.m. on 21 December
Shares 2011
CREST accounts credited with Depositary
Interests in respect of VCT/EIS Placing
Shares 21 December 2011
Completion of the Acquisition, Second
Admission becomes effective and dealings
commence in Depositary Interests in respect
of the General Placing Shares, and relevant
Consideration Shares and Commitment Shares
and recommence in Depositary Interests
in respect of the Existing Ordinary Shares 8.00 a.m. on 22 December
and the VCT/EIS Placing Shares 2011
CREST accounts credited with Depositary
Interests in respect of General Placing
Shares 22 December 2011
Despatch of definitive share certificates
(where applicable) in respect of the Placing
Shares to be held in certificated form
and, during the week commencing relevant during the week commencing
Consideration Shares and Commitment Shares 3 January 2012
Each of the dates and times in the above expected timetable are
subject to change at the absolute discretion of the Company and
Cenkos and satisfaction of all conditions contained in the
Acquisition Agreement are assumed.
Definitions
The following words and expressions taken from the Admission
Document shall have the following meanings in this Announcement,
unless the context otherwise requires:
"Acquisition" means the proposed acquisition by the Company of
the entire issued share capital of Paragon Creative;
"Acquisition Agreement" means the conditional agreement, dated
15 December 2011, between the Company and the Vendors relating to
the sale and purchase of the existing ordinary shares in Paragon
Creative, details of which will be set out in Admission
Document;
"Admission" means: (i) in relation to the VCT/EIS Placing
Shares, First Admission; and (ii) in all other respects including:
(a) in relation to the issue and allotment of those Consideration
Shares and Commitment Shares to be issued on Admission; (b) the
admission of the General Placing Shares; and (c) the readmission of
the Existing Ordinary Shares and the VCT/EIS Placing Shares, Second
Admission;
"AIM" means AIM, a market operated by the London Stock
Exchange;
"AIM Rules for Companies" means the rules for AIM companies
published by the London Stock Exchange;
"Board" means the directors of the Company from time to time, or
any duly constituted meeting of such directors or (where relevant)
a committee thereof;
"Cenkos" means Cenkos Securities plc, a company incorporated in
England and Wales with registered number 05210733;
"Commitment Shares" means the 10,036,528 Ordinary Shares to be
issued to David Gray and Vulcan at Completion and a further
1,593,628 Ordinary Shares to be issued to David Gray pursuant to
the Commitment;
"Company" means Marwyn Capital II Limited, an exempted company
incorporated in the Cayman Islands with registered number 234231 to
be renamed Paragon Creative Entertainment Limited on Completion
(subject to the passing of the Resolutions at the General
Meeting);
"Completion" means completion of the Acquisition in accordance
with its terms;
"Consideration Shares" means the 37,826,525 Ordinary Shares to
be issued and allotted to certain of the Vendors at Completion and
up to a further 18,750,000 Ordinary Shares that could be issued and
allotted to the Vendors, each such issue and allotment pursuant to
the Acquisition Agreement;
"CREST" means the relevant system (as defined in the
Uncertificated Securities Regulations 2001 SI 2001 No. 3755) in
respect of which Euroclear UK & Ireland is the operator (as
defined in the Uncertificated Securities Regulations 2001 SI 2001
No. 3755);
"Deed Poll" means the deed poll dated 18 December 2009 entered
into by the Depositary pursuant to which the Depositary will issue
the Depositary Interests in respect of the Placing Shares, summary
details of which will be set out in the Admission Document;
"Depositary Interests" the dematerialised Depositary interests
created and issued in respect of the Existing Ordinary Shares and
to be created in respect of the Placing Shares, in each case
pursuant to and issued on the terms of the Deed Poll;
"Director" means the director of the Company;
"EIS" means the enterprise incentive scheme and related reliefs,
as detailed in Part 5 of the Income Tax Act 2007 and in Sections
150A to 150C and Schedules 5B and 5BA of the Taxation of Chargeable
Gains Act 1992;
"EIS Scheme" means a scheme under which the legislation under
which subscribers enjoy certain tax relief under EIS;
"Enlarged Group" means the combined Existing Group and Target
Group;
"Enlarged Issued Share Capital" means the enlarged issued share
capital of the Company, immediately following Completion and
Admission, to include the Existing Ordinary Shares, the Placing
Shares, and those Consideration Shares and Commitment Shares to be
issued on Admission;
"Existing Group" means the Company and its subsidiary
undertaking as at the date of this announcement;
"Existing Ordinary Shares" means existing Ordinary Shares in
issue at the date of this announcement;
"First Admission" means the admission of the VCT/EIS Placing
Shares to trading on AIM becoming effective in accordance with Rule
6 of the AIM Rules for Companies;
"FSMA" means the Financial Services and Markets Act 2000, as
amended from time to time;
"General Placing" means the proposed conditional placing of the
General Placing Shares with certain institutional and other
investors at the Placing Price;
"General Placing Shares" means the 27,950,000 new Ordinary
Shares to be allotted and issued by the Company pursuant to the
General Placing;
"Group" means the Company and its subsidiary undertakings from
time to time;
"ISIN" means International Securities Identification Number;
"London Stock Exchange" means London Stock Exchange plc;
"Marwyn" means Marwyn Investments Group Limited and its
subsidiary undertaking and affiliates from time to time including
Marwyn Capital and Marwyn Investment Management;
"Ordinary Shares" means ordinary shares of 0.1 pence in the
share capital of the Company;
"Placing" means the conditional placing of the Placing Shares by
Cenkos, at the Placing Price;
"Placing Price" means 4 pence per Placing Share;
"Placing Shares" means VCT/EIS Placing Shares and the General
Placing Shares;
"Proposed Directors" means Robert Hersov, Mark Pyrah, Peter
Holdsworth, David Gray and Mark Taylor;
"Resolutions" means the resolutions set out in the notice of
General Meeting;
"Second Admission" means admission of the General Placing
Shares, the Consideration Shares, and those Commitment Shares to be
issued and allotted on Admission and the readmission of the
Existing Ordinary Shares and the VCT/EIS Placing Shares to trading
on AIM, becoming effective in accordance with Rule 6 of the AIM
Rules for Companies;
"Shareholder" means a holder of Ordinary Shares;
"Target" or "Paragon Creative" means Paragon Creative Limited, a
private company limited by shares incorporated in England and Wales
with registered number 4409463;
"Target Group" means Target and its subsidiary undertaking as at
the date of this announcement;
"VCT" means a venture capital trust for the purposes of Part 6,
Chapters 1 to 6 of the UK Income Tax Act 2007, being a company,
broadly similar to an investment trust, which has been approved by
Her Majesty's Revenue and Customs and which subscribes for shares
in, or lends money to, unquoted (including AIM listed)
companies;
"VCT/EIS Placing" means the proposed conditional placing of the
VCT/EIS Placing Shares with certain institutional investors at the
Placing Price;
"VCT/EIS Placing Shares" means the 34,550,000 new Ordinary
Shares to be allotted and issued by the Company pursuant to the
VCT/EIS Placing;
"VCT Scheme" means the legislation under which VCTs and their
investors enjoy certain tax reliefs;
"Vendors" means Mark Pyrah, Peter Holdsworth, Colin Pyrah and
Stephen Jackson; and
"Vulcan" means Vulcan International Trading Limited, a business
company incorporated in the British Virgin Islands with registered
number 1380948.
This announcement does not constitute an offer or invitation to
purchase or subscribe or a solicitation of an offer to buy any
securities pursuant to this announcement or otherwise in any
jurisdiction and investors should not subscribe for any shares
referred to herein except on the basis of the Admission Document,
produced by the Company, drawn up in accordance with the AIM Rules
for Companies. It is intended that copies of the Admission Document
when published, will be available at www.marwyncapitaltwo.com.
The release, publication or distribution of this announcement in
jurisdictions other than the UK may be restricted by the laws of
those jurisdictions and therefore persons should inform themselves
about and observe such restrictions. Any failure to comply with any
such restrictions may constitute a violation of the securities laws
of any such jurisdictions.
This communication does not constitute an offer of securities to
the public in the United Kingdom. No prospectus has been or will be
registered in the United Kingdom in respect of the securities
referred to in this communication. This annoucement is exempt from
the general restriction on the communication of invitations or
inducements to enter into investment activity (within the meaning
of section 21 of FSMA) and has therefore not been approved by an
authorised person within the meaning of FSMA. This communication is
being distributed only to and directed only at (i) persons falling
within Article 19(5) ("investment professionals") of The Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") who have professional experience in matters relating to
investments, (ii) persons falling within Article 49 ("high net
worth companies etc") and/or (iii) other persons to whom it may
otherwise lawfully be communicated (all such persons together being
referred to as "relevant persons"). This communication must not be
acted on or relied on by any person who is not a relevant person.
Any investment or investment activity to which this communication
relates is available only to relevant persons and will be engaged
in only with relevant persons.
Information for United States and other overseas
shareholders
This announcement is not for release in the United States, South
Africa, Australia, Canada or Japan. This information is not for
publication or distribution to persons in the United States. The
distribution of this announcement in whole or part may, in certain
jurisdictions, be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves
about and observe any restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of any such jurisdiction.
The information herein is not an offer of securities for sale in
the United States. The Ordinary Shares have not been and nor will
be, registered or qualified for sale under the US Securities Act of
1933, as amended (the "Securities Act") and, unless the Ordinary
Shares are registered under the Securities Act or an exemption from
the requirements of the Securities Act is available, the Ordinary
Shares may not be offered or sold directly or indirectly within the
United States or to, or for the account or benefit of, any US
persons or any national, citizen or resident of the United
States.
For the attention of Cayman Island Residents
No invitation or offer, whether direct or indirect, may be or
has been made to the public in the Cayman Islands to subscribe for
the Ordinary Shares. Neither the Cayman Islands Monetary Authority
nor any other governmental authority in the Cayman Islands has
passed judgment upon or approved the terms or merits of this
announcement. There is no investment compensation scheme available
to investors in the Cayman Islands.
Cautionary note regarding forward-looking statements
This announcement contains forward-looking statements. Such
statements are subject to certain risks and uncertainties, in
particular statements regarding plans, goals, prospects,
developments and strategies for the Enlarged Group's future. The
Enlarged Group's actual results and operations could differ
fundamentally from those anticipated in such forward-looking
statements as a result of many factors including the risks faced by
the Enlarged Group which will be described in Part III and
elsewhere in the Admission Document. These statements and
assumptions that underly them are based on the current expectations
of the Directors and proposed Directors and are subject to a number
of factors, many of which are beyond their control. As a result,
there can be no assurance that actual results will not differ
materially from those described in this announcement.
Forward-looking statements are identified by their use of terms and
phrases such as "believe", "could", "envisage", "estimate",
"intend", "may", "plan", "will" or the negative of those,
variations or comparable expressions, including reference to
assumptions.
This information is provided by RNS, the company news service
from the London Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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