PEL.L Regulatory News (PEL)

24 Dec 2009 08:01



NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, 

CANADA, AUSTRALIA, JAPAN, THE CAYMAN ISLANDS OR ANY OTHER RESTRICTED JURISDICTION

 Marwyn Capital II Limited

("Marwyn Capital II" or the "Company")

24 December 2009

Placing of 49,000,000 ordinary shares at 10 pence per share to raise £4,900,000 and admission to AIM ("Admission"). 

Marwyn Capital II, is pleased to announce that it has been admitted to trading on the AIM market of the London Stock Exchange plc under the symbol MCII. The Company raised £4,900,000 (before expenses) through a placing of 49,000,000 new ordinary shares at 10 pence per share (the "Placing Shares"). 

Conditional on Admission, Marwyn Value Investors L.P. (the "Marwyn Fund"), has agreed to subscribe £2,000,000 for 20,000,000 Placing Shares representing 41 per cent. of the share capital of the Company on Admission and following admission the Marwyn Fund will be the largest shareholder of the Company. 

The remaining Placing Shares have been conditionally placed with institutional investors by the Company's nominated adviser and broker, Cenkos Securities plc. 

The Company is a newly incorporated company established to acquire one or more quoted or unquoted businesses or companies (in whole or in part) initially by way of a reverse takeover. The Company will conduct its activities wholly or mainly in the UK with particular focus on the following sectors: healthcare, testing and inspection and leisure. Upon Admission, the Company will have no trading activity. 

The Directors of the Company are David Williams, Mark Watts and Paul Cookson.

Ends 

For further information please contact: 

Notes on the Directors

David Jeffreys Williams (aged 57) (Non-executive Director)

David Williams, has over 35 years experience in the investment industry and has served as both executive and non-executive Chairman of a number of public and private companies. He has built a reputation for creating significant shareholder value through organic growth and acquisitions, as well as leading turnaround situations. David is currently Chairman of Augean plc, Zetar plc, Praesepe plc, as well as Marwyn Investments Group Limited.

Mark Irvine John Watts (aged 35) (Non-executive Director)

Mark Watts has since 1998 advised the boards of quoted UK small and mid-cap companies. Previously, Mark worked as management consultant completing international strategic development projects for clients including Ford Motor Company (US), Cummins (Japan) and 3M (Europe) and undertook financial analysis and modelling for Barclays Bank, Shell and BP in the UK. Mark is currently a managing partner of Marwyn Capital LLP and Marwyn Investment Management LLP as well as a director of investee companies, Paresepe plc, Advanced Computer Software plc, Silverdell plc, Melorio plc and Entertainment One Ltd.

Paul Cookson (aged 38) (Non-executive Director)

Paul Cookson, is currently employed by Axio Capital Solutions Limited, a provider of fund

administration and secretarial services in Jersey. Paul has spent a total of 13 years in the finance industry having qualified as a chartered accountant with Arthur Andersen. He continued to work for Deloitte after the integration of Andersen's business where he specialised in securitisation and structured finance. Paul has wide financial markets experience gained from major international banking clients throughout the UK and continental Europe.

Important information

This announcement which has been prepared by, and is the sole responsibility of, the directors of Marwyn Capital II has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Cenkos Securities plc. ("Cenkos"), which is authorised and regulated by the Financial Services Authority.

This announcement does not constitute an admission document relating to Marwyn Capital II and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in Marwyn Capital II in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor.

Recipients of this announcement who are considering acquiring ordinary shares following publication of the admission document are reminded that any such acquisition must be made only on the basis of the information contained in the admission document which may be different from the information contained in this announcement.

Cenkos is acting only for Marwyn Capital II in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Marwyn Capital II or advice to any other person in relation to the matters contained herein.

The Placing Shares have not been, nor will they be, registered under the US Securities Act of 1933, as amended or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan. The Placing Shares may not be offered or sold in the United States, Australia, Canada or Japan or to or for the account or benefit of any national, resident or citizen of Australia, Canada, Japan or any person located in the United States. The offer and the distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

For the attention of Cayman Island Residents

No invitation or offer, whether direct or indirect, may be or has been made to the public in the Cayman Islands to subscribe for the Placing Shares.