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, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

LEI: 254900YT8SO8JT2LGD15

Marwyn Acquisition Company III Limited

(the "Company")

Interim Financial Statements for the period ended 31 December 2024

The Company announces the publication of its Interim Financial Statements for the period ended 31 December 2024.

The Interim Financial Statements are also available on the 'Shareholder Documents' page of the Company's website at www.marwynac3.com.

Enquiries:

Company Secretary

Antoinette Vanderpuije - 020 7004 2700

Zeus Capital Limited - Corporate Broker - 020 3829 5000

Harry Ansell

Katy Mitchell

MARWYN ACQUISITION COMPANY III LIMITED

Unaudited Interim

Condensed Consolidated Financial Statements for the 6 months ended 31 December 2024

MANAGEMENT REPORT

We present to shareholders the unaudited interim condensed consolidated financial statements (the "Interim Financial Statements") of Marwyn Acquisition Company III Limited (the "Company") for the six months to 31 December 2024, consolidating the results of Marwyn Acquisition Company III Limited and its subsidiary, MAC III (BVI) Limited (collectively, the "Group").

Strategy

The Company was incorporated on 31 July 2020 and subsequently listed on the Main Market of the London Stock Exchange on 4 December 2020. The Company has been formed for the purpose of effecting a merger, share exchange, asset acquisition, share or debt purchase, reorganisation, or similar business combination with one or more businesses. The Company's objective is to generate attractive long term returns for shareholders and to enhance value by supporting sustainable growth, acquisitions, and performance improvements within the acquired companies.

While a broad range of sectors will be considered by the Directors, those which they believe will provide the greatest opportunity and which the Company will initially focus on include:

• Automotive & Transport;

• Clean Technology;

• Consumer & Luxury Goods;

• Banking & FinTech;

• Insurance, Reinsurance & InsurTech & Other Vertical Marketplaces;

• Media & Entertainment;

• Healthcare & Diagnostics; and

• Business-to-Business Services.

The Directors may consider other sectors if they believe such sectors present a suitable opportunity for the Company.

The Company will seek to identify situations where a combination of management expertise, improving operating performance, freeing up cashflow for investment, and implementation of a focussed buy and build strategy can unlock growth in their core markets and often into new territories and adjacent sectors.

Activity

The Directors have been encouraged by the progress made in discussions with potential management partners and believe the listed status and flexible structure of the Company represents an attractive platform from which to execute a buy-and-build strategy. This has been reinforced by preliminary due diligence conducted on a variety of potential related Merger and Acquisition (''M&A'') opportunities.

On 7 July 2024, the Company announced that it had repurchased and cancelled 5 million of its unlisted A Shares of no par value and 5 million unlisted matching A Warrants for an aggregate consideration of £5,000,000. Further details in respect of the Repurchase and Cancellation are disclosed in notes 13 and 14.

Results

The Group's profit after taxation for the period to 31 December 2024 was £66,503 (31 December 2023: profit of £237,150). The Group held a cash balance at the period end of £4,904,734 (as at 30 June 2024: £10,054,287). The Group has not yet acquired an operating business and as such is not yet generating income from trading activities.

Directors

The Directors of the Company have served as directors during the period and until the date of this report as set out below:

James Corsellis (Chairman);

Antoinette Vanderpuije (Non-Executive Director); and

Tom Basset (Non-Executive Director).

Dividend Policy

The Company has not yet acquired a trading business, and it is therefore inappropriate to make a forecast of the likelihood of any future dividends. The Directors intend to determine the Company's dividend policy following completion of an acquisition and, in any event, will only commence the payment of dividends when it becomes commercially prudent to do so.

Corporate Governance

During the previous period, the Company had a Standard Listing and was therefore not required to comply with the provisions of the UK Corporate Governance Code. On 29 July 2024, the new UK Listing Rules came into force; under the new regime, the Company transitioned to the Shell Companies Category and therefore continued to not be required to comply with the provisions of the UK Corporate Governance Code.

The board of Directors (the "Board") is committed to maintaining high standards of corporate governance. Given the size and nature of the Group, the Board have decided not to adopt the UK Corporate Governance Code and will consider whether to voluntarily adopt and comply with the UK Corporate Governance Code as part of any acquisition, taking into account the Company's size and status at that time.

The Company currently complies with the following principles of the UK Corporate Governance Code:

·      The Company is led by an effective and entrepreneurial Board, whose role is to promote the long term sustainable success of the Company, generating value for shareholders and contributing to wider society;

·      The Board ensures that it has the policies, processes, information, time and resources it needs in order to function effectively and efficiently; and

·      The Board ensures that the necessary resources are in place for the company to meet its objectives and measure performance against them.

Given the size and nature of the Company, the Board has not established any committees and intends to make decisions as a whole. If the need should arise in the future, for example following any acquisition, the Board may set up committees and may decide to  adopt the UK Corporate Governance Code.

Risks

The Company's Audited Annual Report and Consolidated Financial Statements for the year ended 30 June 2024, which are available on the Company's website, set out the risk management and internal control systems for the Group and identifies the risks that the Directors consider to be most relevant to the Company based on its current status. The Directors are of the opinion that there have been no changes to the risks faced by the Company since the publication of the Annual Report and Consolidated Financial Statements and that these remain applicable for the remaining six months of the year.

Outlook

Further progress has been made in discussions with potential management partners and, alongside a more favourable outlook for capital markets generally, as well as encouraging sector-specific trends, the directors look forward to updating shareholders in due course.

Each of the Directors confirms that, to the best of their knowledge:

(a) these Interim Financial Statements, which have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

(b) these Interim Financial Statements comply with the requirements of DTR 4.2.

Neither the Company nor the Directors accept any liability to any person in relation to the Interim Financial Statements except to the extent that such liability could arise under applicable law.

Details on the Company's Board of Directors can be found on the Company website at www.marwynac3.com.

James Corsellis
Chairman
25 March 2025

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

The Group's activities derive from continuing operations.

The Notes on pages 9 to 23 form an integral part of these Interim Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The Notes on pages 9 to 23 form an integral part of these Interim Financial Statements.

The Interim Financial Statements were approved by the Board of Directors on 25 March 2025 and were signed on its behalf by:

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The Notes on pages 9 to 23 form an integral part of these Interim Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

The Notes on pages 9 to 23 form an integral part of these Interim Financial Statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    GENERAL INFORMATION

Marwyn Acquisition Company III Limited was incorporated on 31 July 2020 in the British Virgin Islands ("BVI") as a BVI business company (registered number 2040967) under the BVI Business Company Act, 2004. The Company was listed on the Main Market of the London Stock Exchange on 4 December 2020 and has its registered address at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands and UK establishment (BR022832) at 11 Buckingham Street, London, WC2N 6DF.

The Company has been formed for the purpose of effecting a merger, share exchange, asset acquisition, share or debt purchase, reorganisation or similar business combination with one or more businesses. The Company has one subsidiary, MAC III (BVI) Limited (together with the Company the "Group").

2.    ACCOUNTING POLICIES

(a)    Basis of preparation

These Condensed Consolidated Financial Statements ("Interim Financial Statements") have been prepared in accordance with the IAS 34 Interim Financial Reporting and are presented on a condensed basis.

The Interim Financial Statements do not include all the information and disclosures required in the Annual Financial Statements and should be read in conjunction with the Group's Annual Report and Financial Statements for the year ended 30 June 2024 (the "2024 Annual Report"), which is available on the Company's website, www.marwynac3.com. Accounting policies applicable to these Interim Financial Statements are consistent with those applied in 2024 Annual Report.

(b)   Going concern

The Interim Financial Statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future. The Directors have considered the financial position of the Group and have reviewed forecasts and budgets for a period of at least 12 months following the approval of the Interim Financial Statements.

At 31 December 2024 the Group has net assets of £3,446,519 (30 June 2024: £7,680,016), net assets excluding warrant liabilities of £4,832,519 (30 June 2024: £9,966,016) and a cash balance of £4,904,734 (30 June 2024: £10,054,287). The Company has sufficient resources to continue to pursue its investment strategy which may include effecting a merger, share exchange, asset acquisition, share or debt purchase, reorganisation or similar business combination with one or more businesses.

Subject to the structure of any acquisition, the Company may need to raise additional funds to finance the acquisition in the form of equity and/or debt. The capital structure of the Company enables it to issue different types of shares in order to raise equity to fund an acquisition. The ability of the Company to raise additional funds in relation to an acquisition may affect its ability to complete that acquisition. Other factors outside of the Company's control may also impact on the Company's ability to complete that acquisition. The key risks relating to the Company's ability to execute its stated strategy are set out in its 2024 Annual Report, which is available on the Company's website.

The Company entered into a forward purchase agreement ("FPA") on 27 November 2020 with MVI II LP of up to £20 million, which may be drawn for general working capital purposes and to fund due diligence costs. Any drawdown is subject to the prior approval of MVI II LP and the satisfaction of conditions precedent. As at 31 December 2024 £12 million had been drawn down under the FPA and therefore the Company has the ability to drawdown a further £8 million. Whilst the FPA provides a mechanism for the Company to raise additional funds, as any drawdown is not under the exclusive control on the Company, all cashflow and working capital forecasts have been prepared without any further draw down on the FPA being assumed.

The Directors have considered macroeconomic backdrop, and the ongoing operating costs expected to be incurred by the business over at least the next 12 months. Based on their review the Directors have concluded that there are no material uncertainties relating to going concern of the Group and as such the Interim Financial Statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due within the next 12 months from the date of approval of the Interim Financial Statements.

(c)    New standards and amendments to International Financial Reporting Standards

New standards and amendments to International Reporting Standards

The International Financial Reporting Standards ("IFRS") applicable to the Interim Financial Statements of the Group for the six-month period to 31 December 2024 have been applied.

Standards issued but not yet effective

The following standards are issued but not yet effective. The Group intends to adopt these standards, if applicable, when they become effective. It is not expected that these standards will have a material impact on the Group.

3.    CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the Group's Interim Financial Statements under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Significant estimates and accounting judgements

Valuation of warrants

The Company has issued matching warrants for both its issues of ordinary shares and A shares. For every share subscribed for, each investor was also granted a warrant ("Warrant") to acquire a further share at an exercise price of £1.00 per share (subject to a downward adjustment under certain conditions). The Warrants are exercisable at any time until the 5^th anniversary of a Business Acquisition, as defined in Note 13. The Warrants are valued at each period end date using the Black-Scholes option pricing methodology which considers the exercise price, expected volatility, risk free rate, expected dividends, and expected term of the Warrants.

4.    SEGMENT INFORMATION

The Board of Directors is the Group's chief operating decision-maker. As the Group has not yet acquired an operating business, the Board of Directors considers the Group as a whole for the purposes of assessing performance and allocating resources, and therefore the Group has one reportable operating segment.

5.    EMPLOYEES AND DIRECTORS

The Group does not have any employees. During the six months to 31 December 2024, the Company had three serving Directors, as detailed on page 2, no Director received remuneration under the terms of their Director service agreements (31 December 2023: 3 directors and £Nil).

James Corsellis, Antoinette Vanderpuije, and Tom Basset have a beneficial interest in the incentive shares issued by the Company's subsidiary as detailed in Note 17.

6.    ADMINISTRATIVE EXPENSES

7.    TAXATION

The Group is tax resident in the UK. As at 31 December 2024, cumulative tax losses available to carry forward against future trading profits were £1,391,924 (30 June 2024: £1,266,502) subject to agreement with HM Revenue & Customs. There is currently no certainty as to future profits and no deferred tax asset is recognised in relation to these carried forward losses. A deferred tax asset will be recognised in accordance IAS 12 once it is probable that the tax losses can be utilised. Under UK Law, there is no expiry for the use of tax losses.

8.    EARNINGS PER ORDINARY SHARE

Basic earnings per share ("EPS") is calculated by dividing the profit attributable to equity holders of the company by the combined weighted average number of ordinary shares and A shares in issue during the period. Diluted EPS is calculated by adjusting the combined weighted average number of ordinary shares and A shares outstanding to assume conversion of all instruments that are potentially dilutive to the ordinary shares and A shares.

As the Company has made a profit in the period to 31 December 2024, the Warrants are considered potentially dilutive. However, included in the Consolidated Statement of Comprehensive Income is a £200,000 gain representing the reversal of previously recognised unrealised losses on revaluing to fair value since their issuance the 5 million A warrants that were cancelled in the period.  When this amount is reversed, the  Group returns to a loss making position as illustrated in the table below. This adjustment to earnings is required under IAS 33 for the purposes of the calculating the diluted EPS as these are required to be calculated as being converted at the start of the year, resulting in no fair value gain being reported. Therefore, the assumed exercise of the Warrants would also have an anti-dilutive effect in the current year, resulting in both basic and diluted EPS being the same, therefore, as at 31 December 2024 and 30 June 2024 the Warrants and A Warrants are not dilutive. Please refer to Note 13 for further information on warrants in issue.

The Company has also issued Incentive Shares as detailed in Note 17, which may, in the future, also be dilutive to the ordinary and A shareholders. The Incentive Shares have not been included in the calculation of diluted EPS in the current period as per IAS 33, they should be treated as outstanding until the date from which all necessary vesting conditions are satisfied. Incentive shares do not become exercisable until 3 to 7 years post completion of the platform acquisition (unless certain other events have occurred as detailed in Note 17) and therefore, as the Company has yet to complete its platform acquisition, the Incentive Shares are not currently dilutive.

The Company maintains different share classes, of which ordinary shares, A shares and sponsor shares were in issue in the current and prior period. The key difference between ordinary shares and A shares is that the ordinary shares are traded with voting rights attached. The ordinary share and A share classes both have equal rights to the residual net assets of the Company, which enables them to be considered collectively as one class per the provisions of IAS 33. The sponsor share has no distribution rights so has been ignored for the purposes of IAS 33.

The adjustment to earnings of £200,000 is required under IAS 33 for the purposes of the calculating the diluted EPS as detailed above, resulting there being no fair value gain. Please refer to Note 13 for further information on warrants in issue.

9.    SUBSIDIARY

Marwyn Acquisition Company III Limited is the parent company of the Group, the Group comprises of the Company and the following subsidiary as at 31 December 2024:

The share capital of MAC III (BVI) Limited (the "Subsidiary") consists of both ordinary shares and Incentive Shares. The Incentive Shares are non-voting and disclosed in more detail in Note 17.

There are no restrictions on the Company's ability to access or use the assets and settle the liabilities of the  Company's subsidiary. The registered office of MAC III (BVI) Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands and its UK Establishment address is 11 Buckingham Street, London, WC2N 6DF.

10.  OTHER RECEIVABLES

There is no material difference between the book value and the fair value of the receivables. Receivables are considered to be past due once they have passed their contracted due date. Other receivables are all current.

11.  CASH AND CASH EQUIVALENTS

Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with a minimum short-term credit rating of P-1, as issued by Moody's, are accepted.

12.  TRADE AND OTHER PAYABLES

There is no material difference between the book value and the fair value of the trade and other payables. All trade payables are non-interest bearing and are usually paid within 30 days.

13.  WARRANT LIABLITY

On 4 December 2020, the Company issued 700,000 ordinary shares and matching warrants at a price of £1 for one ordinary share and matching warrant. Under the terms of the warrant instrument ("Warrant Instrument"), warrant holders are able to acquire one ordinary share per warrant at a price of £1 per ordinary share, subject to a downward price adjustment depending on the price of future shares issued prior to or in conjunction with an initial acquisition. Warrants are fully vested at the period end.

On 20 April 2021, the Company issued 12,000,000 A shares and matching warrants at a price of £1 for one A share and matching A warrant. Under the terms of the A warrant instrument ("A Warrant Instrument"), warrant holders are able to acquire one ordinary share per warrant at a price of £1 per ordinary share, subject to a downward price adjustment depending on the price of future shares issued prior to or in conjunction with an initial acquisition. Warrants are fully vested at the period end.

Effective 29 April 2022, both the Warrant Instrument and A Warrant Instrument were amended such that the long stop date was extended to the fifth anniversary of an initial acquisition by a member of the Group (which may be in the form of a merger, share exchange, asset acquisition, share or debt purchase, reorganisation or similar transaction) of a business ("Business Acquisition"). Previously the warrants were exercisable for 5 years from the date of issue.

On 7 July 2024, the Company announced that it had repurchased and cancelled 5,000,000 of its 12,000,000 unlisted A Shares of no par value and 5 million unlisted matching A Warrants for an aggregate consideration of £5,000,000. The Repurchase and Cancellation was carried out in accordance with the memorandum and articles of association of the Company. The Repurchase and Cancellation of the 5 million A Warrants resulted in a reduction in the warrant liability of £900,000, equating to the 5 million A Warrants at their fair value as at 30 June 2024 of £0.18 per A Warrant.  The A Warrants had been recorded at a fair value of £0.14 per A Warrant on the date of issuance, equating to £700,000.  Accordingly, a gain of £200,000 has been recognised on the cancelation of A Warrants relating to the reversal of all previously recognised unrealised movements on those A Warrants since the date of issuance.  This has been recorded  in the statement of comprehensive income for the period.

Warrants are accounted for as a level 3 derivative liability instruments and are measured at fair value at grant date and revalued at each subsequent balance sheet date. The warrants and A warrants were separately valued the date of grant. For both the warrants and A warrants, the combined market value of one share and one Warrant was considered to be £1, in line with the price paid by investors. A Black-Scholes option pricing methodology was used to determine the fair value, which considered the exercise prices, expected volatility, risk free rate, expected dividends and expected term.

On 31 December 2024, the fair value remained at 18p per warrant, resulting in no change to the fair value since 30 June 2024 (31 December 2023: £254,000 fair value gain). The Directors are responsible for determining the fair value of the warrants at each reporting date, the underlying calculations are prepared by Deloitte LLP.

The key assumptions used in determining the fair value of the Warrants are as follows:

14.  STATED CAPITAL

On incorporation, the Company issued 1 ordinary share of no par value to MVI II Holdings I LP. On 30 September 2020, it was resolved that updated memorandum and articles ("Updated M&A") be adopted by the Company and with effect from the time the Updated M&A be registered with the Registrar of Corporate Affairs in the British Virgin Islands, the 1 ordinary share which was in issue by the Company be redesignated as 1 sponsor share of no par value (the "Sponsor Share").

On 4 December 2020, the Company issued 700,000 ordinary shares and matching warrants at a price of £1 for one ordinary share and matching warrant. As a result of the fair value exercise of the warrants, 14p was attributed to the warrants and therefore each ordinary share was initially valued at 86p per share. Costs of £275,300 directly attributable to this equity raise were taken against stated capital during the period ended 30 June 2021.

On 20 April 2021, the Company issued 12,000,000 A shares and matching A warrants at a price of £1 for one A share and matching A warrant. As a result of the fair value exercise of the A warrants, 14p was attributed to the A warrants and therefore each ordinary share was initially valued at 86p per share. There were no costs directly attributable to the issue of these shares.

On 7 July 2024, the Company announced that it had repurchased and cancelled 5 million of its unlisted A Shares of no par value and 5 million unlisted matching A Warrants for an aggregate consideration of £5,000,000. The A Shares nor the A Warrants carried any voting rights and therefore the number of voting rights in the Company was unaffected by the Repurchase and Cancellation. The A Shares had been recorded at a value of £0.86 per A Share, accordingly, stated capital was reduced by £4,300,000 in respect of the 5 million A Shares repurchased and cancelled.

Following the Repurchase and Cancelation, the Company has in issue:

·      700,000 ordinary shares and matching Ordinary Warrants;  

·      7,000,000 A shares and matching A Warrants; and 

·      1 sponsor share.

There has been no issue of any share capital in the six months ending 31 December 2024.

The ordinary shares and A shares are entitled to receive a share in any distribution paid by the Company and a right to a share in the distribution of the surplus assets of the Company on a winding-up. Only ordinary shares have voting rights attached. The Sponsor Share confers upon the holder no right to receive notice and attend and vote at any meeting of members, no right to any distribution paid by the Company and no right to a share in the distribution of the surplus assets of the Company on a winding-up. Provided the holder of the Sponsor Share holds directly or indirectly 5 per cent. or more of the issued and outstanding shares of the Company (of whatever class other than any Sponsor Shares), they have the right to appoint one director to the Board.

The Company must receive the prior consent of the holder of the Sponsor Share, where the holder of the Sponsor Share holds directly or indirectly 5 per cent. or more of the issued and outstanding shares of the Company, in order to:

•              Issue any further Sponsor Shares;

•              issue any class of shares on a non pre-emptive basis where the Company would be required to issue such share pre-emptively if it were incorporated under the UK Companies Act 2006 and acting in accordance with the Pre-Emption Group's Statement of Principles; or

•              amend, alter or repeal any existing, or introduce any new share-based compensation or incentive scheme in respect of the Group; and

•              take any action that would not be permitted (or would only be permitted after an affirmative shareholder vote) if the Company were admitted to the Premium Segment of the Official List.

The Sponsor Share also confers upon the holder the right to require that: (i) any purchase of ordinary shares; or (ii) the Company's ability to amend the Memorandum and Articles, be subject to a special resolution of members whilst the Sponsor (or an individual holder of a Sponsor Share) holds directly or indirectly 5 per cent. or more of the issued and outstanding shares of the Company (of whatever class other than any Sponsor Shares) or are a holder of incentive shares.

15.  RESERVES

The following describes the nature and purpose of each reserve within shareholders' equity:

Accumulated losses

Cumulative losses recognised in the Consolidated Statement of Comprehensive Income.

Share based payment reserve

The share based payment reserve is the cumulative amount recognised in relation to the equity-settled share based payment scheme as further described in Note 17.

16.  FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS

The Group has the following categories of financial instruments at the period end:

The fair value and book value of the financial assets and liabilities are materially equivalent.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.

Treasury activities are managed on a Group basis under policies and procedures approved and monitored by the Board. These are designed to reduce the financial risks faced by the Group which primarily relate to movements in interest rates. As the Group's assets are predominantly cash and cash equivalents, market risk and liquidity risk are not currently considered to be material risks to the Group.

17.  SHARE-BASED PAYMENTS

Management Long Term Incentive Arrangements

The Group has put in place a Long-Term Incentive Plan ("LTIP"), to ensure alignment between Shareholders, and those responsible for delivering the Company's strategy and to attract and retain the best executive management talent.

The LTIP will only reward the participants if shareholder value is created. This ensures alignment of the interests of management directly with those of Shareholders. As at the balance sheet date, an executive management team is not yet in place and as such Marwyn Long Term Incentive LP ("MLTI") (in which James Corsellis, Antoinette Vanderpuije and Tom Basset are indirectly beneficially interested) is the only participant in the LTIP. Once an executive management team is appointed, they will participate in the LTIP and this will be dilutive to MLTI. Under the LTIP, A ordinary shares ("Incentive Shares") are issued by the Subsidiary.

As at the statement of financial position date, MLTI had subscribed for redeemable A ordinary shares of £0.01 each in the Subsidiary entitling it to 100 per cent of the incentive value. 

Preferred Return

The incentive arrangements are subject to the Company's shareholders achieving a preferred return of at least 7.5 per cent. per annum on a compounded basis on the capital they have invested from time to time (with dividends and returns of capital being treated as a reduction in the amount invested at the relevant time) (the "Preferred Return"). The LTIP including the Preferred Return are described in the prospectus available on the Company's website (www.marwynac3.com/investors).

Incentive Value

Subject to a number of provisions detailed below, if the Preferred Return and at least one of the vesting conditions have been met, the holders of the Incentive Shares can give notice to redeem their Incentive Shares for ordinary shares in the Company ("Ordinary Shares") for an aggregate value equivalent to 20 per cent. of the "Growth", where Growth means the excess of the total equity value of the Company and other shareholder returns over and above its aggregate paid up share capital (20 per cent. of the Growth being the "Incentive Value").

Grant date

The grant date of the Incentive Shares will be deemed to be the date that such shares are issued.

Redemption / Exercise

Unless otherwise determined and subject to the redemption conditions having been met, the Company and the holders of the Incentive Shares have the right to exchange each Incentive Share for Ordinary Shares in the Company, which will be dilutive to the interests of the holders of Ordinary Shares.

However, if the Company has sufficient cash resources and the Company so determines, the Incentive Shares may instead be redeemed for cash. It is currently expected that in the ordinary course Incentive Shares will be exchanged for Ordinary Shares. However, the Company retains the right but not the obligation to redeem the Incentive Shares for cash instead. Circumstances where the Company may exercise this right include, but are not limited to, where the Company is not authorised to issue additional Ordinary Shares or on the winding-up or takeover of the Company.

Any holder of Incentive Shares who exercises their Incentive Shares prior to other holders is entitled to their proportion of the Incentive Value to the date that they exercise but no more. Their proportion is determined by the number of Incentive Shares they hold relative to the total number of issued shares of the same class.

Vesting Conditions and Vesting Period

The Incentive Shares are subject to certain vesting conditions, at least one of which must be (and continue to be) satisfied in order for a holder of Incentive Shares to exercise its redemption right.

The vesting conditions are as follows:

i.       it is later than the third anniversary of the initial Business Acquisition and earlier than the seventh anniversary of the Business Acquisition;

ii.      a sale of all or substantially all of the revenue or net assets of the business of the Subsidiary in combination with the distribution of the net proceeds of that sale to the Company and then to its shareholders;

iii.     a sale of all of the issued ordinary shares of the Subsidiary or a merger of the Subsidiary in combination with the distribution of the net proceeds of that sale or merger to the Company's shareholders;

iv.     where by corporate action or otherwise, the Company effects an in-specie distribution of all or substantially all of the assets of the Group to the Company's shareholders;

v.      aggregate cash dividends and cash capital returns to the Company's Shareholders are greater than or equal to aggregate subscription proceeds received by the Company;

vi.     a winding up of the Company;

vii.    a winding up of the Subsidiary; or

viii.   a sale, merger or change of control of the Company.

If any of the vesting conditions described in paragraphs (ii) to (viii) above are satisfied before the third anniversary of the initial acquisition, the A Shares will be treated as having vested in full.

Holding of Incentive Shares

MLTI holds Incentive Shares entitling them to aggregate to 100 per cent. of the Incentive Value. Any future management partners or senior executive management team members receiving Incentive Shares will be dilutive to the interests of existing holders of Incentive Shares, however the share of the Growth of the Incentive Shares in aggregate will not increase.

The following shares issued on 25 November 2020 remained in issue at 31 December 2024 and 30 June 2024:

Valuation of Incentive Shares

Valuations were performed by Deloitte LLP using a Monte Carlo model to ascertain the unrestricted market value and the fair value at grant date. Details of the valuation methodology and estimates and judgements used in determining the fair value are noted herewith and were in accordance with IFRS 2 at grant date.

There were significant estimates and assumptions used in the valuation of the Incentive Shares at grant date. Management has considered at the grant date, the probability of a successful first Business Acquisition by the Company and the potential range of value for the Incentive Shares, based on the circumstances on the grant date.

The fair value of the Incentive Shares granted under the scheme was calculated using a Monte Carlo model with the following inputs:

*The expected term assumes that the Incentive Shares are exercised 7 years post acquisition.

The Incentive Shares are subject to the Preferred Return being achieved, which is a market performance condition, and as such has been taken into consideration in determining their fair value. The model incorporates a range of probabilities for the likelihood of a Business Acquisition being made of a given size.

Expense related to Incentive Shares

There are no service conditions attached to the MLTI shares and as result the fair value at grant date of £169,960, less the subscription price of £15,000 (a net amount of £154,960) was expensed to the profit and loss account on issue, with the total fair value being recorded in the share-based payment reserve.

James Corsellis, Antoinette Vanderpuije and Tom Basset have served as directors of the Company during the period. Funds managed by Marwyn Investment Management LLP ("MIMLLP"), of which James Corsellis is a managing partner and Antoinette Vanderpuije and Tom Basset are both partners, hold 75 per cent. of the Company's issued Ordinary Shares and Warrants and 100 per cent. of the A Shares and A Warrants at the period end date.  The £1 due for the Sponsor Share was paid during the period (30 June 2024: unpaid).

James Corsellis, Tom Basset, and Antoinette Vanderpuije have a beneficial interest in the Incentive Shares through their indirect interest in MLTI which owns 2,000 A ordinary shares in the capital of MAC III (BVI) Limited which is disclosed in Note 17.

James Corsellis is the managing partner of Marwyn Capital LLP ("MCLLP"), and Antoinette Vanderpuije and Tom Basset are also both partners. MCLLP provides corporate finance support, company secretarial, administration and accounting services to the Company. On an ongoing basis a monthly fee of £26,175 (£25,000 up to 31 December 2023) per calendar month was charged for the provision of the corporate finance services and managed services support is charged on a time spent basis. The total amount charged in the period ended 31 December 2024 by MCLLP for services was £198,310 (31 December 2023: £182,690) and they had incurred expenses on behalf of the Company of £16,567 (31 December 2023: £21,423) and of this £42,455 (30 June 2024: £31,103) was owed to MCLLP at the period end.

On 7 July 2024, the Company announced that it had repurchased and cancelled 5 million of its unlisted A Shares of no par value and 5 million unlisted matching A Warrants for an aggregate consideration of £5,000,000 that were previously issued to Marwyn Value Investors II LP. The Repurchase and Cancellation was carried out in accordance with the memorandum and articles of association of the Company. The repurchase and cancellation of the 5 million A Warrants resulted in a gain of £200,000 relating to the reversal of all previously recognised unrealised losses on revaluing the 5 million A Warrants to fair value at each preceding period end.

There were no commitments or contingent liabilities outstanding at 31 December 2024 (31 December 2023: £Nil) which would require disclosure or adjustment in these Interim Financial Statements.

There have been no material post balance sheet events that would require disclosure or adjustment to these Interim Financial Statements.

ADVISERS