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 IS AN
ANNOUNCEMENT AND NOT A PROSPECTUS OR A PROSPECTUS EQUIVALENT
DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE
ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A PROSPECTUS
IN RELATION TO THE ACQUISITION WAS PUBLISHED ON 1 JULY 2024
("ORIGINAL PROSPECTUS") WHICH WAS SUPPLEMENTED BY A SUPPLEMENTARY
PROSPECTUS DATED 3 SEPTEMBER 2024.
9 October
2024
InvestAcc Group Limited
(formerly known as Marwyn Acquisition Company II
Limited)
(the
"Company")
Completion of the acquisition of
InvestAcc Holdings Limited (formerly known as InvestAcc Group
Limited), admission of shares, change of name and appointment of
joint broker
The Company is pleased to announce the
completion of the acquisition of InvestAcc Holdings Limited
(formerly known as InvestAcc Group Limited) ("InvestAcc") (the "Acquisition").
Commenting on the completion of the Acquisition,
Executive Chairman Mark Hodges, said:
"We are
delighted to reach this important milestone, marking the start of a
new chapter for the Company as InvestAcc Group. This is a key step
in delivering on our ambition to build the UK's leading specialist
pensions administration business through our buy-and-build
strategy."
InvestAcc's Market Recognition
The board of directors of the Company
were delighted to see the SIPP provider market's recognition of the
high quality service provided by InvestAcc with InvestAcc having
its most successful year to date at the ILP Moneyfacts Awards
2024. InvestAcc won both the Moneyfacts' Best SIPP Provider
award for the fifth time, as well as winning the Best Pension
Service provider award for the fifth year running. InvestAcc was
also awarded 'Highly Commended' in the category of Service Beyond
the Call of Duty. This service quality underpins the focus of
the Company as it seeks to execute its buy-and-build
strategy.
Admission of
the Consideration Shares and re-admission of the Ordinary
Shares
Under the terms of the Acquisition, earlier this
morning the Company issued 6,150,911 Ordinary Shares ("Consideration Shares") to Nick Gardner
(founder of InvestAcc), pursuant to a loan note exchange mechanism,
as consideration such that Nick Gardner now has an economic
interest of 12.6% in the Company's enlarged issued share
capital.
As described in the Prospectus,
admission of the Consideration Shares and re-admission of the
Ordinary Shares (as enlarged by the Consideration Shares) to the
equity shares (transition) category of the Official List and to
trading on the Main Market took place this morning at 8.00 a.m.
("Re-Admission").
Following Re-Admission, the Company
confirms that its share capital consists of 48,850,911 Ordinary
Shares with no par value and carrying one vote each. Therefore, the
total number of voting rights in the Company on 9 October 2024 is
48,850,911. The Company does not hold any ordinary shares in
treasury and has in issue one sponsor share which does not carry
the right to vote at meetings of Shareholders. Accordingly, the
total number of voting rights in the Company is 48,850,911 which
should be used by shareholders as the denominator for the
calculations by which they will determine to notify their interest
in, or a change to their interest in the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Change of name and new ticker
Further to the Company's announcement
on 7 October 2024, and as stated in the Original Prospectus, the
Company has changed its name with the British Virgin Islands
("BVI") Registrar of
Corporate Affairs to InvestAcc Group Limited. The Company's name
has legally changed, with immediate effect, but will be reflected
on the systems operated by the London Stock Exchange and the FCA on
or around 10 October 2024. In addition, the Company has
changed its TIDM (the Company's Ticker) to "INAC" with effect from
8:00 a.m. today.
Appointment of new corporate broker
With effect from completion of the
Acquisition, Panmure Liberum Capital Limited ("Panmure Liberum") has been appointed as
a broker to the Company.
Unless defined otherwise, capitalised terms in
this announcement shall have the same meaning as in the Original
Prospectus.
Enquiries:
Company Secretary
Antoinette Vanderpuije - + 44 (0) 207
004 2700
Panmure Liberum Limited (Corporate Broker)
- + 44 (0) 203 100 2000
Chris Clarke / Ed Thomas / Anake
Singh
Zeus Capital Limited (Corporate Broker)
- + 44 (0) 207 220 1666
Harry Ansell / Katy
Mitchell
FGS
Global (PR Adivser) - + 44 (0) 207
251 3801
Rollo Head / Chris Sibbald / Sophia
Johnston
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 is an announcement
and not a prospectus or equivalent document and prospective
investors should not make any investment decision on the basis of
its contents.
