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.