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MAC ALPHA LIMITED
Annual Report and Audited Consolidated Financial
Statements
For the year ended 30 June 2023
CONTENTS
1
Management Report 2
Responsibility Statement 8
Independent Auditor’s Report 10
Consolidated Statement of Comprehensive Income 15
Consolidated Statement of Financial Position 16
Consolidated Statement of Changes in Equity 17
Consolidated Statement of Cash Flows 18
Notes to the Consolidated Financial Statements 19
Advisers 32
MANAGEMENT REPORT
2
We present to shareholders the audited consolidated financial statements of MAC Alpha Limited (the
“Company”) for the year ended 30 June 2023 (the “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
During the year the Directors have engaged with a number of potential management teams, attracted by the
Company’s flexible structure and main market listing. Desktop due diligence has been conducted on sectoral
opportunities in which the prospective management teams have extensive experience. While none of these
opportunities have yet progressed to the appointment of a management partner, or completing a platform
acquisition, discussions remain active.
Results
The Group’s total comprehensive loss for the year to 30 June 2023 was £323,463 (period from incorporation to
30 June 2022: £266,043). Of the costs incurred in the year, £15,798 (period from incorporation to 30 June 2022:
£61,872) relates to non-recurring project costs. During the year, the Company raised £600,000 (period from
incorporation to 30 June 2022: £700,000) through the issue of equity (excluding expenses) and held a cash
balance at 30 June 2023 of £554,446 (2022: £282,244). The Group has not yet acquired an operating business
and as such is not yet income generating.
MANAGEMENT REPORT
3
Directors
The Directors of the Company who served during the year are:
James Corsellis (Chairman);
Tom Basset (Non-Executive Director) (appointed 6 November 2022);
Antoinette Vanderpuije (Non-Executive Director) (appointed 6 November 2022); and
Mark Brangstrup Watts (Executive Director) (resigned 6 November 2022).
Directors’ Biographies
James Corsellis
James brings extensive public company experience as well as management and corporate finance expertise
across a range of sectors and an extensive network of relationships with co-investors, advisers and other
business leaders.
Previously James has served as a director of the following companies: a non-executive director of BCA
Marketplace Limited (formerly BCA Marketplace Plc) from July 2014 to December 2017, Advanced Computer
Software from October 2006 to August 2008, non-executive chairman of Entertainment One Limited from
January 2007 to March 2014 and remaining on the board as a non-executive director until July 2015, non-
executive director of Breedon Aggregates Limited from March 2009 to July 2011 and as CEO of icollector Plc
from 1994-2001 amongst others. James was educated at Oxford Brookes University, the Sorbonne and London
University.
James is currently the managing partner of Marwyn Capital LLP and Marwyn Investment Management LLP, an
executive director of Silvercloud Holdings Limited, the chairman of Marwyn Acquisition Company III Limited, and
a director of 450 Plc, Marwyn Acquisition Company II Limited and Plamer Street Limited.
Tom Basset
Tom has extensive experience working across a range of sectors in the origination and assessment of new
investment opportunities, transaction execution, coordinating capital market and M&A processes and providing
strategic corporate advice to management teams. Tom joined Marwyn in 2010, where he now leads the
Investment Team and is also a member of the Investment Committee. Prior to Marwyn, Tom spent six years at
Deloitte across the Assurance & Advisory and Private Equity Transaction Services groups. Tom is a qualified
Chartered Accountant and graduated from Durham University with a BA (Hons) in Economics.
Tom is a non-executive director of 450 plc and Marwyn Acquisition Company III limited and a director of
Silvercloud Holdings Limited.
Antoinette Vanderpuije
Antoinette has been a partner of the Marwyn group for over ten years and leads the Finance, Markets and
Regulation Team. She has extensive M&A and board experience with a particular focus on corporate governance,
regulation and listing requirements, transaction tax structuring and incentive planning. Antoinette has
supported numerous private and public companies with their day-to-day finance, company secretarial and
operational requirements and worked on numerous U.K. and cross border M&A transactions in sectors as varied
as online sales, transport, media, chemicals and manufacturing and distribution.
Antoinette is also a member of Marwyn's Investment Committee and previously ran Marwyn's award-winning
in-house administration business.
MANAGEMENT REPORT
4
Antoinette previously worked in the finance team at Arcadia Group and prior to that with Bourner Bullock
Chartered Accountants. She is a Chartered Accountant, a Chartered Tax Advisor and holds a BA from University
College London.
Antoinette is a non-executive director of Marwyn Acquisition Company III Limited and a director of Silvercloud
Holdings Limited.
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.
Key Performance Indicators
The Company has not yet acquired a trading business and therefore no key performance indicators have been
set as it is inappropriate to do so.
Stated Capital
Details of the share capital of the Company during the period are set out in note 12 to the Financial Statements.
On 24 December 2021 the Company issued 700,000 ordinary shares and matching warrants for a total price of
£700,000. 90% of the ordinary shares and matching warrants were issued to an entity managed by Marwyn
Investment Management LLP (“MIM LLP”) and these are still held by this entity as at the date of this report. The
remaining 10% were issued to third party investors, including a number of senior executive managers of previous
successful acquisition companies launched by Marwyn.
On 5 March 2023, pursuant to the forward purchase agreement (“FPA”) with Marwyn Value Investors II LP, the
Company raised £600,000 through the issue of 600,000 A shares (“A Shares”) (with 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 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 a future listing of shares.
Corporate Governance
As a company with a Standard Listing, the Company is not required to comply with the provisions of the UK
Corporate Governance Code and 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.
MANAGEMENT REPORT
5
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
A robust risk assessment was carried out by the Directors of the Company, along with its advisers, in preparation
for the Company’s IPO on 24 December 2021 and the Directors have identified a wide range of risks, which are
set out in the Company’s prospectus dated 24 December 2021. The risks relevant to the Company are formally
reviewed by the Board on at least an annual basis, with more frequent updates being made as and when
circumstances require. The Company’s prospectus is available on the Company’s website: www.macalpha.com.
The Company’s risk management framework incorporates a risk assessment that identifies and assesses the
strategic, operational and financial risks facing the business and mitigating controls. The risk assessment is
documented through a risk register which categorises the key risks faced by the business into:
• Business risks;
• Shareholder risks;
• Financial and procedural risks; and
• Risks associated with the acquisition process.
The risk assessment identifies the potential impact and likelihood of each of the risks detailed on the risk register
and mitigating factors/actions have also been identified.
The Company’s risk management process includes both formal and informal elements. The size of the Board and
the frequency in which they interact ensures that risks, or changes to the nature of the Company’s existing risks,
are identified, discussed and analysed quickly. The Company has a formal framework in place to manage the
review, consideration and formal approval of the risk register, including the risk assessment.
The Group’s only significant asset is cash. As at the balance sheet date the Group’s cash balance was £554,446
(2022: £282,244). Price, credit, liquidity and cashflow risk are not considered to be significant due to the simple
nature of the Company’s assets and liabilities and the current activities undertaken by the Group. 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. The Directors have reviewed the risk of holding a singular concentration of
assets as predominantly all credit assets held are cash and cash equivalents, however, do not deem this a
material risk. The risk is mitigated by all cash and cash equivalents being held with Barclays Bank plc, which holds
a short-term credit rating of P-1, as issued by Moody’s. The Directors have set out below the principal risks faced
by the business. These are the risks the Directors consider to be most relevant to the
MANAGEMENT REPORT
6
Company based on its current status. The risks referred to below do not purport to be exhaustive and are not
set out in any particular order of priority.
Key risk
Explanation
The Company
requires further
funding to pursue
its stated
investment
strategy.
The Company does not currently have sufficient cash to pursue its stated investment
strategy. On 16 December 2021, the Company entered into a FPA with Marwyn Value
Investors II LP and Marwyn General Partner II Limited, under which the Company has
the ability to drawdown up to £20 million, which may be drawn down for working
capital purposes and to fund due diligence on potential acquisition targets, through
the issue of unlisted A shares. Any drawdown under the FPA is subject to the prior
approval of Marwyn Investment Management LLP (the manager of the Marwyn Fund)
and the satisfaction of conditions precedent. On 5 March 2023, pursuant to the FPA
the Company drew down £600,000.
The Company could
incur costs for
transactions that
may ultimately be
unsuccessful.
There is a risk that the Company may incur substantial legal, financial and advisory
expenses arising from unsuccessful transactions which may include public offer and
transaction documentation, legal, accounting and other due diligence which could
have a material adverse effect on the business, financial condition, results of
operations and prospects of the Company.
The Company may
not be able to
complete an
acquisition and
may face significant
competition for
acquisition
opportunities.
The Company's future success is dependent upon its ability to not only identify
opportunities but also to execute a successful acquisition. There can be no assurance
that the Company will be able to conclude agreements with any target business and/or
shareholders in the future and failure to do so could result in the loss of an investor's
investment. In addition, the Company may not be able to raise the additional funds
required to acquire any target business, fund future operating expenses after the initial
twelve months, or incur the expense of due diligence for the pursuit of acquisition
opportunities in accordance with its investment objective.
There may also be significant competition for some, or all,
of the acquisition
opportunities that the Company may explore. Such competition may for example come
from strategic buyers, sovereign wealth funds, special purpose acquisition companies
and public and private investment funds, many of which are well established and have
extensive experience in identifying and completing acquisitions. A number of these
competitors may possess greater technical, financial, human and other resources than
the Company. Therefore, the Company may identify an investment opportunity in
respect of which it incurs costs, for example through due diligence and/or financing,
but the Company cannot assure i
nvestors that it will be successful against such
competition. Such competition may cause the Company to incur significant costs but
be unsuccessful in executing an acquisition.
The success of the
Company's
investment
objective is not
guaranteed.
The Company's return will be reliant upon the performance of the assets acquired and
the Company's investment objective from time to time. The success of the investment
objective depends on the Directors' ability to identify investments in accordance with
the Company's strategy
and to interpret market data and predict market trends
correctly. No assurance can be given that the strategy to be used will be successful
under all or any market conditions or that the Company will be able to generate
positive returns for shareholders.
If the investment objective is not successfully
implemented, this could adversely impact the business, development, financial
condition, results of operations and prospects of the Company.
MANAGEMENT REPORT
7
Directors Interests
The Directors have no direct interests in the ordinary shares of the Company. The Directors have interests in the
Company’s long term incentive plan, as detailed in note 15 to the Financial Statements. James Corsellis is the
managing partner of Marwyn Investment Management LLP (“MIM LLP”), and Antoinette Vanderpuije and Tom
Basset are partners in MIM LLP which manages 95% per cent of the ordinary share capital and matching warrants
and 100% of the ordinary share capital and matching A warrants. James Corsellis is also the managing partner of
Marwyn Capital LLP (“MC LLP"), and Antoinette Vanderpuije and Tom Basset are partners in MC LLP, a firm which
provides corporate finance, company secretarial and ad-hoc managed services support to the Company.
Details of the related party transactions which occurred during the year are disclosed in note 16 to the Financial
Statements, save for the participation in the Company’s long term incentive plan as disclosed in note 15 to the
Financial Statements. There were no loans or guarantees granted or provided by the Company and/or any of its
subsidiaries to or for the benefit of any of the Directors.
Statement of Going Concern
The Financial Statements are prepared on a going concern basis, which assumes the Group will continue to be
able to meet its liabilities as they fall due for the foreseeable future. The Group had cash resources of £554,446
(2022: £282,244) at 30 June 2023 and net assets of £502,011 (2022: £225,474). 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 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 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.
The Directors have reviewed the working capital model for the Group, which includes the drawdown under the
FPA, in detail and are satisfied that the Company will have sufficient cash to meet its ongoing operating costs.
Subject to the structure of an acquisition, the Company will likely need to raise additional funds for an acquisition
in the form of equity and/or debt.
Based on this review the Directors are satisfied that at the date of approval of the Financial Statements, the
Company and the Group have sufficient resources to continue to pursue its stated strategy.
Outlook
The Directors continue to identify and develop opportunities with potential management partners, across a
variety of sectors, and believe the listed status and structure of the Company position it well to capitalise on
these opportunities in the current market environment.
The Directors are responsible for preparing the Financial Statements in accordance with applicable laws and
regulations,
including the BVI Business Companies Act, 2004. The Directors have prepared the Financial
Statements for the year to 30 June 2023, which give a true and fair view of the state of affairs of the Group and
the profit or loss of the Group for that year.
The Directors have acted honestly and in good faith and in what the Directors believe to be in the best interests
of the Company.
RESPONSIBILITY STATEMENT
8
The Directors have chosen to use International Financial Reporting Standards as adopted by the European Union
(“EU adopted IFRS" or “IFRS”) in preparing the Financial Statements. International Accounting Standard 1
requires that financial statements present fairly for each financial period the group’s financial position, financial
performance and cash flows. This requires the faithful presentation of the effects of transactions, other events
and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and
expenses set out in the International Accounting Standards Board’s “Framework for the preparation and
presentation of financial statements”. In virtually all circumstances, a fair presentation will be achieved by
compliance with all applicable IFRS.
A fair presentation also requires the Directors to:
• select consistently and apply appropriate accounting policies;
• present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
• make judgements and accounting estimates that are reasonable and prudent;
• provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to
enable users to understand the impact of particular transactions, other events and conditions on the
entity’s financial position and financial performance;
• state that the Group has complied with IFRS, subject to any material departures disclosed and explained
in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the company will continue in business.
The Directors are also required to prepare financial statements in accordance with the rules of the London Stock
Exchange for companies trading securities on the Stock Exchange.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at
any time the financial position of the Group, for safeguarding the assets, for taking reasonable steps for the
prevention and detection of fraud and other irregularities and for the preparation of financial statements.
Financial information is published on the Group’s website. The maintenance and integrity of this website is the
responsibility of the Directors; the work carried out by the auditor does not involve consideration of these
matters and, accordingly, the auditor accepts no responsibility for any changes that may occur to the financial
statements after they are presented initially on the website. Legislation in the British Virgin Islands governing
the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
RESPONSIBILITY STATEMENT
9
Directors’ Responsibilities Pursuant to DTR4
In compliance with the Listing Rules of the London Stock Exchange, the Directors confirm to the best of their
knowledge:
• The Financial Statements have been prepared in accordance with IFRS and give a true and fair view of
the assets, liabilities, financial position and loss of the Group; and
• The management report includes a fair review of the development and performance of the business
and the financial position of the Group, together with a description of the principal risks and
uncertainties that it faces.
Independent Auditor
Baker Tilly Channel Islands Limited (“BTCI”) remains the Company's independent auditor for the year ended 30
June 2023 and has expressed its willingness to continue to act as auditor to the Group.
Disclosure of Information to Auditor
Each of the Directors in office at the date the Report of the Directors is approved, whose names and functions
are listed in the Report of the Directors confirm that, to the best of their knowledge:
• the Financial Statements, which have been prepared in accordance with EU adopted IFRS, present fairly
the assets, liabilities, financial position and loss of the Group;
• the Report of the Directors includes a fair review of the development and performance of the business
and the position of the Group and Company, together with a description of the principal risks and
uncertainties that it faces;
• so far as they are aware, there is no relevant audit information of which the Group’s auditor is unaware;
and
• they have taken all the steps that they ought to have taken as a Director in order to make themself
aware of any relevant audit information and to establish that the Group’s auditor is aware of that
information.
This Directors’ Report was approved by the Board of Directors on 9 October 2023 and is signed on its behalf.
By Order of the Board
James Corsellis
Chairman
9 October 2023
INDEPENDENT AUDITOR’S REPORT
10
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MAC ALPHA LIMITED
Opinion
We have audited the consolidated financial statements of MAC Alpha Limited (the “Company” and, together
with its subsidiary, MAC Alpha (BVI) Limited, the “Group”), which comprise the consolidated statement of
financial position as at 30 June 2023, and the consolidated statement of comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to
the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements:
• give a true and fair view of the consolidated financial position of the Group as at 30 June 2023, and of its
consolidated financial performance and its consolidated cash flows for the year then ended in accordance
with International Financial Reporting Standards as adopted by the European Union (IFRSs); and
• have been prepared in accordance with the requirements of the BVI Business Company Act 2004, as
amended.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Consolidated Financial Statements section of our report. We are independent of the Group in accordance
with the ethical requirements that are relevant to our audit of the consolidated financial statements in Jersey,
including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) identified by us, including those which had the greatest
effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
INDEPENDENT AUDITOR’S REPORT
11
Key audit matter
How our audit addressed the
matter
Key observations communicated
to those charged with governance
Equity and Warrants Issuance
The warrants issued to investors are
subject to judgement in both
classification and valuation.
The classification of the warrants is
complex and must consider the
nature and details of the instrument
contracts to determine the correct
classification between equity and
liabilities.
Further the fair value of these
warrants was determined using the
Black Scholes option pricing
methodology which considered the
exercise price, expected volatility,
risk free rate, expected dividends
and expected term of the warrants
which is complex and involves
estimates and judgements.
Financial statement impact:
£207,000 (PY: 105,000).
The accounting policies on pages 21
and 22 sets out the treatment
applied by management, and related
disclosures are presented in note 12.
Classification
We obtained an understanding
of management’s assessment
for the classification of these
instruments and the rationale
for their classification.
We reviewed, in conjunction
with our Technical Director the
classification of these
instruments and management’s
assessment in accordance with
IAS 32 and IFRS 9 and we
challenged management on
their assessment.
Valuation
We obtained the valuation
report prepared by
management’s expert and
reviewed the credentials and
inputs used.
We performed the review of
and validation of the valuation
assumptions, methodology and
calculations in respect of the
valuation of the instruments
and determined whether it was
in accordance with the
requirements of IFRS 9 and IFRS
13.
Disclosure
We reviewed the relevant
disclosures in the consolidated
financial statements in
accordance with the
requirements of the IFRS as
adopted by the European Union
and performed a financial
statement disclosure checklist
utilising specialist software.
Based on the procedures
performed, we are satisfied that
management’s judgements and
estimates in respect of the
valuation and classification of
warrants for the year ended 30
June 2023, along with the related
disclosures in the consolidation
financial statements, are
appropriate.
We have nothing to report to those
charged with governance from our
testing.
INDEPENDENT AUDITOR’S REPORT
12
Our Application of Materiality
Materiality for the consolidated financial statements as a whole was set at £20,000 (PY: £5,600), determined
with reference to a benchmark of net assets, of which it represents 4% (PY: 2.5%).
In line with our audit methodology, our procedures on individual account balances and disclosures were
performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that
individually immaterial misstatements in individual account balances add up to a material amount across the
consolidated financial statements as a whole.
Performance materiality was set at 70% (PY: 70%) of materiality for the consolidated financial statements as a
whole, which equates to £14,000 (PY: £3,950). We applied this percentage in our determination of performance
materiality because we did not identify any factors indicating an elevated level of risk.
We reported to the Audit Committee any uncorrected omissions or misstatements exceeding £1,000 (PY: £282),
in addition to those that warranted reporting on qualitative grounds.
The work on all the components was performed by the Group audit team.
Conclusions relating to Going Concern
In auditing the consolidated financial statements, we have concluded that the Directors’ use of the going concern
basis of accounting in the preparation of the consolidated financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group and Company’s ability to
continue as a going concern for a period of at least twelve months from when the consolidated financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
Other Information
The other information comprises the information included in the annual report other than the consolidated
financial statements and our auditor's report thereon. The Directors are responsible for the other information
contained within the annual report. Our opinion on the consolidated financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the consolidated financial statements or our
knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether this
gives rise to a material misstatement in the consolidated financial statements themselves. If, based on the work
performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Responsibilities of the Directors
As explained more fully in the Directors’ responsibilities statement set out on page 8 and 9, the Directors are
responsible for the preparation of consolidated financial statements that give a true and fair view in accordance
with IFRSs, and for such internal control as the Directors determine is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
INDEPENDENT AUDITOR’S REPORT
13
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.
The Directors are responsible for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
• Enquiry of management to identify any instances of non-compliance with laws and regulations, including
actual, suspected or alleged fraud;
• Reading minutes of meetings of the Board of Directors;
• Review of legal invoices;
• Review of management’s significant estimates and judgements for evidence of bias;
• Review for undisclosed related party transactions;
• Using analytical procedures to identify any unusual or unexpected relationships; and
• Undertaking journal testing, including an analysis of manual journal entries to assess whether there were
large and/or unusual entries pointing to irregularities, including fraud.
The Company is required to include these financial statements in an annual financial report prepared using the
single electronic reporting format specified in the TD ESEF Regulation. The auditor’s report provides no assurance
over whether the annual financial report has been prepared in accordance with that format.
A further description of the auditor’s responsibilities for the audit of the financial statements is located at the
Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Other Matters which we are Required to Address
We were appointed by MAC Alpha Limited to audit the consolidated financial statements. Our total
uninterrupted period of engagement is 2 years.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group and we remain
independent of the Group in conducting our audit. Our audit opinion is consistent with the additional report to
the audit committee in accordance with ISAs.
INDEPENDENT AUDITOR’S REPORT
14
Use of this Report
This report is made solely to the Members of the Company, as a body, in accordance with our letter of
engagement dated 5 September 2023. Our audit work has been undertaken so that we might state to the
Members those matters we are required to state to them in an auditor's report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company
and its Members, as a body, for our audit work, for this report, or for the opinions we have formed.
Sandy Cameron
For and on behalf of Baker Tilly Channel Islands Limited
Chartered Accountants
St Helier, Jersey
Date: 9 October 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
15
Loss per ordinary share
£’s
£’s
Basic and diluted
7
(0.3625 )
(0.5297 )
The Group’s activities derive from continuing operations.
The notes on pages 19 to 31
form an integral part of these Financial Statements.
Year ended
30 June
2023
Period ended
30 June
2022
Note
£’s
£’s
Administrative expenses
6
(331,885 )
(266,043 )
Total operating loss
(331,885 )
(266,043 )
Finance income
Loss before income taxes
(323,463 )
(266,043 )
Income tax
Loss for the year / period
(323,463 )
(266,043 )
Total other comprehensive income
Total comprehensive loss for the year / period
(323,463 )
(266,043 )
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
16
The notes on pages 19 to 31
form an integral part of these Financial Statements.
The Financial Statements were issued and approved by the Board of Directors on 9 October 2023 and were
signed on its behalf by:
James Corsellis
Chairman
Tom Basset
Non-Executive Director
As at
30 June 2023
As at
30 June 2022
Assets
Note
£’s
£’s
Current assets
Other receivables
9
Cash and cash equivalents
10
Total current assets
Total assets
Equity and liabilities
Equity
Ordinary shares
12
A shares
12
Sponsor share
12
Warrant reserve
12, 13
Warrant reserve A shares
12, 13
Share-based payment reserve
13, 15
Accumulated losses
13
(589,506 )
(266,043 )
Total equity
Current liabilities
Trade and other payables
11
Total liabilities
Total equity and liabilities
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
17
The notes on pages 19 to 31
form an integral part of these Financial Statements.
Ordinary
shares
A shares
Sponsor
share
Warrant
reserve
Warrant
reserve A
shares
Share based
payment
reserve
Accumulated
losses
Total
equity
£’s
£’s
£’s
£’s
£’s
£’s
£’s
£’s
Balance at incorporation
Issuance of 1 ordinary share
-
-
-
-
-
-
Redesignation of 1 ordinary share
(1 )
-
-
-
-
-
Issuance of 700,000 ordinary shares and
matching warrants
-
-
-
-
-
Share issue costs
(276,000 )
-
-
-
-
-
-
(276,000 )
Total comprehensive loss for the period
-
-
-
-
-
-
(266,043 )
(266,043 )
Share-based payment charge
-
-
-
-
-
-
Balance at 30 June 2022
(266,043 )
Ordinary
shares
A shares
Sponsor
share
Warrant
reserve
Warrant
reserve A
shares
Share based
payment
reserve
Accumulated
losses
Total
equity
£’s
£’s
£’s
£’s
£’s
£’s
£’s
£’s
Balance at 1 July 2023
(266,043 )
Issuance of 600,000 A shares and
matching warrants
-
-
-
-
-
Total comprehensive loss for the year
-
-
-
-
-
-
(323,463 )
(323,463 )
Balance at 30 June 2023
(589,506 )
CONSOLIDATED STATEMENT OF CASH FLOWS
18
Year ended
30 June
Period ended
30 June
2023
2022
Note
£’s
£’s
Operating activities
Loss for the year / period
(323,463 )
(266,043 )
Adjustments to reconcile total operating loss to net cash flows:
Finance income
(8,422 )
Share-based payment expense
15
Working capital adjustments:
Decrease / (Increase) in other receivables
(9,602 )
(Decrease) / Increase in trade and other payables
(7,316 )
Net cash flows used in operating activities
(336,220 )
(156,757 )
Investing activities
Interest received
Net cash flows received from investing activities
Financing activities
Proceeds from issue of A shares and matching A warrants
12
Proceeds from issue of ordinary shares, matching warrants and 1
sponsor share
12
Proceeds from issue of incentive shares15
Costs directly attributable to equity raise 12
(276,000 )
Net cash flows received from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year / period
Cash and cash equivalents at the end of the year / period
10
The notes on pages 19 to 31
form an integral part of these Financial Statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
19
1. GENERAL INFORMATION
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
has one subsidiary, MAC Alpha (BVI) Limited (together with the Company the "Group").
2. ACCOUNTING POLICIES
(a) Basis of preparation
presentational currency of the Group and the functional currency and presentational currency of the Company.
The Financial Statements have been prepared under the historical cost basis. The comparative reporting period
represents the period from incorporation, being 11 October 2021, to 30 June 2022 and accordingly the periods
are not directly comparable.
The principal accounting policies adopted in the preparation of the Financial Statements are set out below. The
policies have been consistently applied throughout the period presented.
(b) Going concern
The Financial Statements are prepared on a going concern basis, which assumes the Group will continue to be
able to meet its liabilities as they fall due for the foreseeable future. The Group had cash resources of £554,446
(2022: £282,244) at 30 June 2023 and net assets of £502,011 (2022: £225,474). 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 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 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.
The Directors have reviewed the working capital model for the Group, which includes the drawdown under the
FPA, in detail and are satisfied that the Company and the Group will have sufficient cash to meet its ongoing
operating costs. Subject to the structure of an acquisition, the Company will likely need to raise additional funds
for an acquisition in the form of equity and/or debt.
Based on this review the Directors are satisfied that at the date of approval of the Financial Statements, the
Company and the Group have sufficient resources to continue to pursue its stated strategy.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20
2. ACCOUNTING POLICIES (CONTINUED)
(c) New standards and amendments to International Financial Reporting Standards
Standards, amendments and interpretations 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.
Standard
Effective date
Extension of temporary exemption of applying IFRS 9 (Amendments to IFRS 4);
1 January 2023
Amendments to IFRS 17 Insurance contracts;
1 January 2023
Disclosure of accounting policies (Amendments to IAS 1);
1 January 2023
Definition of accounting estimates (Amendments to IAS 8);
1 January 2023
Deferred Tax relating to Assets and Liabilities arising from a Single Transaction
(Amendments to IAS 12);
1 January 2023
International Tax Reform — Pillar Two Model Rules (Amendments to IAS 12);
1 January 2023
Initial Application of IFRS 17 and IFRS 9 – Comparative Information Amendment to IFRS
17);
1 January 2023
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)*;
1 January 2024
Non-current Liabilities with Covenants (Amendments to IAS 1);
1 January 2024
Amendment to IFRS 16 Leases: Lease Liability in a sale & leaseback;
1 January 2024
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as
Current or Non-current*;and
1 January 2024
Amendments to IAS 21 Lack of exchangeability.
1 January 2025
* Subject to EU endorsement
(d) Basis of consolidation
Subsidiaries are entities controlled by the Company. Control exists when the Company is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through
its power over the entity. The financial information of subsidiaries is fully consolidated in these Financial
Statements from the date that control commences until the date that control ceases.
Intragroup balances, and any gains and losses or income and expenses arising from intragroup transactions, are
eliminated in preparing these Financial Statements.
(e) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
(f) Cash and cash equivalents
Cash and cash equivalents comprise cash balances at banks.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21
2. ACCOUNTING POLICIES (CONTINUED)
(g) Stated capital
Ordinary shares, A shares and sponsor shares are classified as equity. Incremental costs directly attributable to
the issue of new shares are recognised in equity as a deduction from the proceeds.
(h) Corporation tax
There is no corporate, income or other tax of the British Virgin Islands imposed by withholding or otherwise on
BVI companies. The Company will therefore not have any tax liabilities or deferred tax in the BVI. The Company
is exempt from all provisions of the Income Tax Act of the British Virgin Islands.
(i) Loss per ordinary share
The Group presents basic earnings per ordinary share (“EPS”) data for its ordinary shares. Basic EPS is calculated
by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding during the period. Diluted EPS is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares.
(j) Share based payments
The A ordinary shares in MAC Alpha (BVI) Limited (the “Incentive Shares”), represent equity-settled share-based
payment arrangements under which the Company receives services as a consideration for the additional rights
attached to these equity shares, over and above their nominal price.
Equity-settled share-based payments to Directors and others providing similar services are measured at the fair
value of the equity instruments at the grant date. Fair value is determined using an appropriate valuation
technique, further details of which are given in note 15. The fair value is expensed, with a corresponding increase
in equity, on a straight-line basis from the grant date to the expected exercise date. Where the equity
instruments granted are considered to vest immediately, the services are deemed to have been received in full,
with a corresponding expense and increase in equity recognised at grant date.
(k) Warrants
The Company has issued Ordinary shares and with matching warrants and A shares and with matching A
Warrants. Under the terms of the warrant instruments, warrant holders are able to acquire one corresponding
share per warrant at a price of £1 per share. Warrants are accounted for as equity instruments under IAS 32 and
are measured at fair value at grant date. Fair value of the warrants has been calculated using a Black Scholes
option pricing methodology and details of these estimates and judgements used in determining fair value of the
warrants are set out in note 3.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the Group’s 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.
Critical accounting judgements
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.
Key sources of estimation uncertainty
Valuation of incentive shares
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 Group 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 and related share-based payment expense was calculated using a Monte Carlo valuation model. A
summary of the terms is set out in note 15.
Valuation of warrants
The Warrants were valued using the Black Scholes option pricing methodology which considered the exercise
price, expected volatility, risk free rate, expected dividends and expected term of the Warrants.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23
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 year ended 30 June 2023, the Company had four serving
directors as detailed on page 3, no director received remuneration under the terms of their director service
agreements (2022: 2 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
Year ended
30 June
2023
Period ended
30 June
2022
£’s
£’s
Group expenses by nature
Professional support
288,477
131,842
Non-recurring project, professional and due diligence costs
15,798
61,872
Audit fees payable in respect of the audit of the Group (Note 18)
18,094
15,351
Share-based payment expenses (Note 15)
-
52,516
Other expenses
9,516
4,462
331,885
266,043
7. LOSS PER ORDINARY SHARE
Basic EPS is calculated by dividing the profit/ 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 year, and ordinary shares and sponsor shares were in issue in the 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24
7. LOSS PER ORDINARY SHARE (CONTINUED)
Refer to note 15 (share based payments) for instruments that could potentially dilute basic EPS in the future.
Year ended
30 June
2023
Period ended
30 June
2022
Loss attributable to owners of the parent (£’s)
(323,463)
(266,043)
Weighted average in issue
892,329
502,290
Basic and diluted loss per ordinary share (£’s)
(0.3625 )
(0.5297 )
8. INVESTMENTS
Principal subsidiary undertakings of the Group
The Company owns directly the whole of the issued ordinary share capital of its subsidiary undertaking. Details
of the Company’s subsidiary are presented below:
Subsidiary
Nature of
business
Country of
incorporation
Proportion of
ordinary shares
held by parent
Proportion of
ordinary shares
held by the
Group
MAC Alpha (BVI) Limited
Incentive vehicle
BVI
100%
100%
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, VG1110, British Virgin Islands.
9. OTHER RECEIVABLES
As at
30 June
2023
As at
30 June
2022
£’s
£’s
Amounts receivable within one year:
Prepayments
6,621
9,602
6,621
9,602
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
25
10. CASH AND CASH EQUIVALENTS
As at
30 June
2023
As at
30 June
2022
£’s
£’s
Cash and cash equivalents
Cash at bank
554,446
282,244
554,446
282,244
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
As at
30 June
2023
As at
30 June
2022
£’s
£’s
Amounts falling due within one year:
Trade payables
5,430
3,258
Accruals
42,116
31,625
Due to a related party (Note 16)
11,510
31,489
59,056
66,372
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
Authorised
Unlimited ordinary shares of no par value
Unlimited A shares of no par value
Unlimited B shares of no par value
100 sponsor shares of no par value
As at
30 June
2023
As at
30 June
2022
£’s
£’s
Issued and fully paid
700,000 ordinary shares of no par value
319,000
319,000
600,000 A shares of no par value
498,000
-
1 sponsor share of no par value
1
1
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
26
12. STATED CAPITAL (CONTINUED)
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27
12. STATED CAPITAL (CONTINUED)
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
28
14. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments:
As at
30 June
2023
As at
30 June
2022
£’s
£’s
Financial assets measured at amortised cost
Cash and cash equivalents (Note 10)
554,446
282,244
554,446
282,244
Financial liabilities measured at amortised cost
Trade and other payables (Note 11)
47,546
66,372
Due to a related party (Note 16)
11,510
-
59,056
66,372
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.
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 Marwyn Long Term Incentive LP ("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 percent 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 percent 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”).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29
15. SHARE-BASED PAYMENTS (CONTINUED)
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 percent 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 percent of the Growth being the “Incentive
Value”).
Grant date
The grant date of the Incentive Shares is 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, the 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. 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30
15. SHARE-BASED PAYMENTS (CONTINUED)
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.
Nominal Price
Issue price per A
ordinary share
£’s
Number of
A ordinary
shares
Unrestricted
market value
at grant date
£’s
IFRS 2 Fair
value
£’s
Marwyn Long Term
Incentive LP
£0.01 7.50 2,000 15,000 67,516
Valuation of Incentive Shares
A valuation of the incentive shares has been prepared by Deloitte LLP dated 25 November 2021 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. has been 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 PARTY TRANSACTION
James Corsellis, Antoinette Vanderpuije and Tom Basset have served as directors of the company during the
year. 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. Mark Brangstrup
Watts was a director of the Company until 6 November 2022, up until this date Mark Brangstrup Watts was also
a managing partner of MIM LLP.
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 £600,000 on 5 March 2023.
James Corsellis is the managing partner of Marwyn Capital LLP, and Antoinette Vanderpuije and Tom Basset are
also partners. Mark Brangstrup Watts was a managing partner of Marwyn Capital LLP until 6 November 2022.
Marwyn Capital LLP provides corporate finance and managed services support including named company
secretary, to the Company. On an ongoing basis a monthly fee of £10,000 per calendar month is charged for the
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31
16. RELATED PARTY TRANSACTION (CONTINUED)
provision of the corporate finance services, and managed services support is charged by Marwyn Capital LLP on
a time spent basis. The total amount charged in the year ended 30 June 2023 by Marwyn Capital LLP was
£179,612 (2022: £226,755, which included a one-off engagement fee of £150,000 in relation to the Company’s
equity raise on IPO) and they had incurred expenses on behalf of the Group, which were subsequently recharged,
of £24,109 (2022: £23,693). An amount payable to Marwyn Capital LLP of £11,510 (2022: £29,891 was
outstanding as at the year end.
17. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 30 June 2023 (2022: £nil) which would
require disclosure or adjustment in these Financial Statements.
18. INDEPENDENT AUDITOR’S REMUNERATION
BTCI acts as the Group’s independent auditor. Audit fees payable to BTCI for the year ended 30 June 2023 are
£18,094 (2022: £15,351) (refer note 6). Fees payable for the year ended 30 June 2023 in respect of procedures
of a potential capital markets transaction were £Nil (2022: £6,000).
19. POST BALANCE SHEET EVENTS
There have been no material post balance sheet events that would require disclosure or adjustment to these
Financial Statements.
ADVISERS
32
Company Secretary
BVI legal advisers to the Company
Antoinette Vanderpuije
Conyers Dill & Pearman
11 Buckingham Street
Commerce House
London
Wickhams Cay 1
WC2N 6DF
Road Town
Email: MACAlpha@marwyn.com
VG1110
Tortola
British Virgin Islands
Registered Agent and Assistant Company Secretary
Depository
Conyers Corporate Services (BVI) Limited
Link Market Services Trustees Limited
Commerce House
The Registry
Wickhams Cay 1
34 Beckenham Road
Road Town
Beckenham
VG1110
Kent
Tortola
BR3 4TU
British Virgin Islands
English legal advisers to the Company
Registrar
Travers Smith LLP
Link Market Services (Guernsey) Limited
10 Snow Hill
Mont Crevelt House
London
Bulwer Avenue
EC1A 2AL
St Sampson
Guernsey
GY2 4LH
Registered office
Independent auditor
Commerce House
Baker Tilly Channel Islands Limited
Wickhams Cay
1
st
Floor Kensington Chambers
1 Road Town
46/50 Kensington Place
VG1110
St Helier
Tortola
Jersey
JE04 0ZE