Company Announcements

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.

30 September 2024

LEI: 2549008KZ7HM27V4O637

Marwyn Acquisition Company II Limited

(the "Company")

Update on the acquisition of InvestAcc

Further to the Company's announcement on 28 June 2024 that it has entered into a binding agreement to acquire 100 per cent. of the issued share capital of InvestAcc Group Limited ("InvestAcc") a leading pensions services provider, the Company is pleased to announce that it has received the necessary regulatory approvals from the Financial Conduct Authority ("FCA") in respect of the change in control of the entities in the InvestAcc Group that are FCA authorised and will therefore proceed to Completion.

Accordingly, Completion of the Acquisition is expected to occur on 9 October 2024 subject to the FCA agreeing to the Re-Admission of the Enlarged Ordinary Share Capital of the Company to the equity shares (transition) category of the Official List 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.

Expected Timetable

All times shown are London times unless otherwise stated. All dates and times are based on the current expectations of the Company and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service.

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.

Panmure Liberum Capital ("Panmure Liberum") is authorised and regulated in the United Kingdom by the FCA and is acting as financial adviser for the Company and no one else in connection with the matters described in this announcement. Panmure Liberum will not regard any other person as its client in relation to the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the matters referred to in this announcement.

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.