Completion of the InvestAcc Acquisition

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.