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 number: 254900LOBYWJWYSAB947

14 February 2025

MAC Alpha Limited

(the "Company")

Interim Financial Statements and £500,000 Subscription

The Company announces the publication of its Interim Financial Statements for the period ended 31 December 2024 and the raising of a further £500,000 through the issue of A Shares¹. 

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

Pursuant to the Forward Purchase Agreement between the Company, Marwyn General Partner II Limited and Marwyn Value Investors II LP (related parties of the Company through common management) detailed in the Company's prospectus of 24 December 2021, the Company has raised £500,000 through the issue of 500,000 A Shares (with Class A Warrants being issued on the basis of one Class A Warrant per A Share) at a price of £1 per share. The capital is being raised to support the execution of the Company's stated strategy and will be invested in full upon receipt in its subsidiary, MAC Alpha (BVI) Limited. The Company's subsidiary is a related party of the Company due to its minority interests being held by another related party to the Company as disclosed in the Interim Financial Statements.

A PDMR Notification and a PCA Notification are set out at the bottom of this announcement. As the A Shares are unlisted and carry no voting rights, the total number of voting rights in the Company remains unchanged.  Accordingly, shareholders should use the total number of Ordinary Shares in the Company in issue of 700,000 as the denominator for the calculations by which they will determine whether they are required to notify their interest in the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority. 

Notes

1 The A Shares are ordinary equity shares with the same economic rights as the Company's ordinary shares but without voting rights. They are convertible into ordinary shares on a one-for-one basis at the time at which the Company next publishes a prospectus or equivalent document in relation to the further issue of ordinary shares.

Enquiries:

Company Secretary

Antoinette Vanderpuije -  +44(0)207 004 2700

MAC ALPHA LIMITED

Unaudited Interim

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

MANAGEMENT REPORT

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

Strategy

The Company was incorporated on 11 October 2021 and subsequently listed on the Main Market of the London Stock Exchange on 24 December 2021. 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;

•      Business-to-Business Services;

•      Clean Technology;

•      Consumer & Luxury Goods;

•      Financial Services, Banking & Fin Tech;

•      Insurance, Reinsurance & InsurTech, & Other Vertical Marketplaces;

•      Media & Technology; and

•      Healthcare & Diagnostics.

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 identified and met with several potential management teams over the period and conducted preliminary due diligence on a variety of opportunities. Although none of these engagements have resulted in appointing a management partner or completing a platform acquisition, the Directors continue to progress discussions.

Results

The Group's loss after taxation for the period to 31 December 2024 was £152,099 (31 December 2023: loss of £137,174). The Group held a cash balance at the period end of £92,033 (as at 30 June 2024: £270,534).

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.

Given the size and nature of the Group the Directors have decided not to adopt the UK Corporate Governance Code. Nevertheless, the Board is committed to maintaining high standards of corporate governance 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 of Directors (''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 comply with the UK Corporate Governance Code.

Risks

The Directors have carried out a robust assessment of the principal risks facing the Group including those that would threaten its business model, future performance, solvency or liquidity. There have been no significant changes to the principal risks described in the Group's Audited Annual Report and Consolidated Financial Statements for the year ended 30 June 2024. The Directors are of the opinion that the risks detailed therein are applicable to the six-month period to 31 December 2024, as well as the remaining six months of the current financial year.

Outlook

The Directors remain highly confident that the listed status and flexible structure of the Company will provide an attractive platform from which to execute a buy-and-build growth strategy alongside a management partner.

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 report 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.mac-alpha.com.

James Corsellis
Chairman
14 February 2025

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

The Group's activities derive from continuing operations.

The Notes on pages 9 to 18 form an integral part of these Interim Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The Notes on pages 9 to 18 form an integral part of these Interim Financial Statements.

The Interim Financial Statements were approved by the Board of Directors on 14 February 2025 and were signed on its behalf by:

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The Notes on pages 9 to 18 form an integral part of these Interim Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

The Notes on pages 9 to 18 form an integral part of these Interim Financial Statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    GENERAL INFORMATION

MAC Alpha Limited was incorporated on 11 October 2021 in the British Virgin Islands ("BVI") as a BVI business Company (registered number 2078235) under the BVI Business Company Act, 2004. The Company was listed on the Main Market of the London Stock Exchange on 24 December 2021 and has its registered address at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands.

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 Alpha (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 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 Consolidated Financial Statements for the year ended 30 June 2024 ("2024 Annual Report"), which is available on the Company's website, www.mac-alpha.com. Accounting policies applicable to these Interim Financial Statements are consistent with those applied in the 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 the foreseeable future. The Group had cash resources of £92,033 at 31 December 2024 (30 June 2024: £270,534) and net assets of £64,384 (30 June 2024: £216,483). The Directors have considered the financial position of the Group and reviewed forecasts and budgets for a period of at least 12 months following the approval of the Interim Financial Statements.  

On 16 December 2021, the Company entered into a forward purchase agreement ("FPA") with Marwyn Value Investors II LP (''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, who has assigned discretionary authority for portfolio and risk management to MIM LLP under the terms of a management agreement, and the satisfaction of conditions precedent. On 5 March 2023, the Company drew down £600,000 under the FPA and accordingly issued 600,000 A shares and 600,000 matching A warrants as set out in the FPA. As at the date of these accounts, MIM LLP as manager of the Marwyn Funds has provided a letter of support ("Letter of Support") which states that its current intention is to provide the financial resources needed to support the Group in continuing to pursue its stated strategy. It is expected that any necessary financing will be provided via the FPA.

On 14 February 2025, the Company drew down a further £500,000 under the FPA and accordingly issued 500,000 A shares and 500,000 matching A warrants as set out in the FPA.  This additional drawdown provides the Company with sufficient cash to meet its expected liabilities for a period of 12 months from the balance sheet date.

The Directors have reviewed the working capital model for the Group in detail and considered the further drawdown under the FPA, and Letter of Support and are therefore satisfied that the Company will have sufficient cash to meet its ongoing operating costs as the Company pursues its stated investment strategy.

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

Standards, amendments and interpretations effective and adopted by the Group

IFRSs 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 currently 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.

There were no critical accounting estimates or judgements in the year, those listed below related to prior periods.

Classification of warrants

On 24 December 2021, the Company issued 700,000 ordinary shares and matching warrants ("Warrants"). Under the terms of the warrant instrument, warrant holders are able to acquire one ordinary share per warrant at a price of £1 per ordinary share.  The Warrants are exercisable at any time until five years after the IPO date, being 24 December 2021. Further on 5 March 2023, the Company issued 600,000 A shares and matching Class A Warrants ("A Warrants") being issued on the basis of one Class A Warrant per A Share at a price of £1 per share. The Warrants are exercisable at any time until five years after the IPO date being 24 December 2021.

The Warrants and A Warrants can only be classified as equity if they will be settled only by the issuer exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments. The warrant instruments contain an exercise price adjustment ("Exercise Price Adjustment"), whereby if the corresponding shares are issued at less than £1 before or as part of an acquisition then the exercise price equals the discounted issue price, as a result the fixed-for-fixed requirement is breached. However, it is the opinion of the Directors that whilst the Exercise Price Adjustment exists, the likelihood of this being used is remote, and therefore it is most appropriate for the Warrants and A Warrants to be classified as equity.

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 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). The Company's subsidiary has issued Incentive Shares, as more fully disclosed in Note 15, in which the Directors are indirectly beneficially interested.

6.    ADMINISTRATIVE EXPENSES

7.    LOSS PER ORDINARY SHARE

Basic EPS is calculated by dividing the loss attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the period. Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The weighted average number of shares has not been adjusted in calculating diluted EPS as there are no instruments which have a current dilutive effect.

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 and the A shares are not listed and do not carry voting rights. 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.

Refer to Note 15 (share-based payments) for instruments that could potentially dilute basic EPS in the future.

8.    INVESTMENTS

Principal subsidiary undertakings of the Group

The Company directly owns the whole of the issued ordinary share capital of its subsidiary undertaking. Details of the Company's subsidiary are presented below:

The share capital of MAC Alpha (BVI) Limited consists of both ordinary shares and A ordinary shares (the "Incentive Shares"). The Incentive Shares are held by Marwyn Long Term Incentive LP (''MLTI'') and are non-voting. Further detail on the Incentive Shares is given in Note 15.

The registered office of MAC Alpha (BVI) Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, British Virgin Islands.

9.    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.

10.  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.

11.  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.

12.  STATED CAPITAL

On incorporation, the Company issued 1 ordinary share of no par value to MVI II Holdings I LP. On 28 October 2021, 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 24 December 2021, 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 holders are able to acquire one ordinary share per warrant at a price of £1 per ordinary share. Warrants are accounted for as equity instruments under IAS 32 and are measured at fair value at grant date, the combined market value of one ordinary share and one warrant was considered to be £1, in line with the market price paid by third party investors. A Black Scholes option pricing methodology was used to determine the fair value of the Warrants,

which considered the exercise price, expected volatility, risk free rate, expected dividends, and expected term. Warrants have been assigned a fair value of 15p per Warrant and each ordinary share has been valued at 85p per share, therefore, on issuance of the Warrants £105,000 was recorded in the warrant reserve. Costs of £276,000 directly attributable to the equity raise were taken against stated capital at the issuance date.

On 5 March 2023, the Company issued 600,000 A shares and matching A Warrants at a price of £1 for one A share and matching A Warrant. Under the terms of the warrant instrument, warrant holders are able to acquire one A share per warrant at a price of £1 per A share. A Warrants are accounted for as equity instruments under IAS 32 and are measured at fair value at grant date, the combined market value of one A share and one A Warrant was considered to be £1, in line with the market price paid by third party investors. A Black Scholes option pricing methodology was used to determine the fair value of the A Warrants, which considered the exercise price, expected volatility, risk free rate, expected dividends, and expected term. A Warrants have been assigned a fair value of 17p per A Warrant and each A share has been valued at 83p per share, therefore, on issuance of the Warrants £102,000 was recorded in the warrant reserve. There were no costs directly attributable to the issue of shares.

Holders of ordinary shares are entitled to receive notice and attend and vote at any meeting of members and have the right to 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. The A Shares are ordinary equity shares with the same economic rights as the Company's ordinary shares but without voting rights.

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.

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) or is a holder of incentive shares the Company must receive the prior consent of the holder of the Sponsor Share in order to:

i.       issue any further Sponsor Shares;

ii.      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

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

iv.     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 holder of the Sponsor Share has the right to require that: (i) any purchase or redemption by the Company of its 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.

13.  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 15.

Warrant reserve

The warrant reserve is the cumulative fair value attributed to warrants issued attached to ordinary shares.

Warrant reserve A shares

The warrant reserve is the cumulative fair value attributed to warrants issued attached to A shares.

14. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS

The Group has the following categories of financial instruments:

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 focussed on maximising the interest earned by the Group on its cash deposits (refer Note 10). through effective management of the amount available to be placed on deposit being cognisant of the ongoing working capital requirements of the Company. Any movement in interest rates will not have a significant effect on the Company or its ability to continue to pursue its stated strategy and such movements are therefore not considered to be a material risk to the Company.

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.

15.  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 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 MLTI is the only participant in the LTIP. Any future issuances of Incentive Shares to management will be dilutive to MLTI. Under the LTIP, Incentive Shares are issued by MAC Alpha (BVI) Limited (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 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").

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 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 of business, 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 acquisition and earlier than the seventh anniversary of the 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.            whereby 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 it in 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 were issued on 25 November 2021.

Valuation of Incentive Shares

A valuation of the incentive shares has been prepared by Deloitte LLP dated 3 February 2022 to determine the fair value of the Incentive Shares in accordance with IFRS 2 at grant date.

There are significant estimates and assumptions used in the valuation of the Incentive Shares. Management has considered at the grant date, the probability of a successful first 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. The fair value uses an ungeared volatility of 25 per cent., and an expected term of seven years. 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. A risk-free rate of 0.7 per cent. was applied. The model incorporates a range of probabilities for the likelihood of an acquisition being made of a given size.

As the shares issued to MLTI were deemed to vest on issue, the full expense of £52,516 relating to the issue was recognised in the Statement of Comprehensive Income for the period ended 30 June 2022.

16.  RELATED PARTIES

James Corsellis, Antoinette Vanderpuije and Tom Basset have served as Directors of the company during the period. James Corsellis is the managing partner of MIM LLP, and Antoinette Vanderpuije and Tom Basset are partners of MIM LLP, MIM LLP is the manager of the Marwyn Fund, the Marwyn Fund holds 90% of the Company's issued ordinary share capital, 100% of the A ordinary shares and 1 Sponsor Share.

Marwyn Value Investors II LP is an entity within the Marwyn Fund, the Company has entered into an FPA with Marwyn Value Investors II LP under which the Company drew down £500,000 on 14 February 2025 following the balance sheet date (Nil in the periods ended 31 December 2024 and 31 December 2023).

James Corsellis is the managing partner of Marwyn Capital LLP ("MCLLP"), and Antoinette Vanderpuije and Tom Basset are also partners. MCLLP provides corporate finance and managed services support including named company secretary, to the Company. On an ongoing basis a monthly fee of £10,470 per calendar month (£10,000 up to December 2023) is charged for the provision of the corporate finance services, and managed services support is charged by MCLLP on a time spent basis. The total amount charged in the period ended 31 December 2024 by MCLLP was £82,795 (31 December 2023: £78,900) and they had incurred expenses on behalf of the Group, which were subsequently recharged, of £8,365 (31 December 2023: £9,087). An amount payable to MCLLP of £15,850 (31 December 2023: £11,491) was outstanding as at the balance sheet date.

17. COMMITMENTS AND CONTINGENT LIABILITIES

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.

18.  POST BALANCE SHEET EVENTS

On 14 February 2025, the Company drew down a further £500,000 under the FPA and accordingly issued 500,000 A shares and 500,000 matching A warrants as set out in the FPA.  This additional drawdown will be passed down to the Company's subsidiary by way of a capital contribution, and provides the Group with sufficient cash to meet its liabilities for a period of 12 months from the balance sheet date.

ADVISERS

Notification of transactions of persons discharging managerial responsibilities and persons closely associated with them

This announcement is made in accordance with the requirements of the UK Market Abuse Regulation ("MAR") and the Company confirms that the PDMR's notification obligations under MAR have also been satisfied.