Marwyn Acquisition Company II Limited agreed to acquire InvestAcc Group Limited from Nick Gardner and Anne-Marie Gardner for £41.51 million on June 27, 2024. Under the terms of the Acquisition Agreements, Bidco will pay a total consideration of £41,512,317 for InvestAcc, comprising: on Completion, the payment of £29,210,494 to InvestAcc's shareholders; within 2 Business Days of Bidco receiving a dividend from InvestAcc, the payment of up to £6,150,911 based on the cash position of InvestAcc at Completion; and on Completion, the issue of £6,150,911 loan notes to Nick Gardner which may be exchanged for the issue of 6,150,911 new Ordinary Shares in the Company. InvestAcc Group has Total Assets of £10.731 million and Total Equity of £7.372 million as of April 30, 2024.

In related transection, MAC II intends to finance the majority of the consideration for the Acquisition via an institutional Placing and direct subscription with the Company of 30,000,000 new Ordinary Shares at a price of £1.00 per share to raise £30,000,000 in gross proceeds. The New Ordinary Shares are being issued by the Company to generate capital in order to fund the Acquisition. Completion is conditional upon: (i) MAC II receiving approval from the FCA (as a regulator of certain entities within the InvestAcc Group) of the Company as an acquiror of the InvestAcc Group as required by the FSMA; and (ii) the FCA and the LSE acknowledging MAC II's applications for the re-admission of its shares to the Official List and to trading on the main market for listed securities of the LSE respectively.

Nick Gardner may terminate the Principal SPA if the conditions are not satisfied by the Acquisition Longstop Date on April 30, 2025. Chris Clarke, Ed Thomas and Anake Singh of Liberum Capital Limited acted as legal advisor to Marwyn Acquisition.