PEL.L Regulatory News (PEL)

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES

("AIM RULES")

COMPANY NAME:

MARWYN CAPITAL II LIMITED (the "Company").

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office:

PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands

Trading address:

11 Buckingham Street, London, WC2N 6DF

COUNTRY OF INCORPORATION:

Cayman Islands

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.marwyncapitaltwo.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Company was admitted to AIM on 24 December 2009 as a special purpose vehicle with initial funding of £4.9 million (before expenses). As at that date, the stated strategy of the Company was 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 was established to focus on businesses or companies conducting activities wholly or mainly in the UK with particular focus on the leisure, healthcare, testing and inspection sectors. The Directors have reviewed a number of potential acquisition targets since the Company was admitted to AIM and, for the past six months, the Company's focus has been to review the leisure sector and to identify potential acquisition opportunities therein.

The Company is in advanced discussions in relation to a potential acquisition which would constitute a reverse takeover under Rule 14 of the AIM Rules for Companies. The Company intends to conduct a placing of new ordinary shares in connection with the acquisition.

Admission is being sought as a result of the proposed reverse takeover.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Ordinary shares of no par value; number TBD

There are no restrictions on the transfer of securities.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: TBD

Market capitalisation (anticipated): TBD

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBD

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Mark Irvine John Watts (Non-executive Director)

Further Board Appointments

A further update will be made upon publication of the admission document

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

The Company's shares will be suspended following announcement of this Schedule 1 and pending publication of an Admission Document. It is envisaged that the Company will have a two stage admission process with the EIS/VCT shares admitted on Day 1 and the Existing Ordinary Shares, General Placing Shares and Consideration Shares admitted on Day 2.

Before Admission:

Post Admission of EIS/VCT Shares

TBD

Post admission of Existing Ordinary, General Placing Shares and Consideration Shares

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December;

(ii) Audited financial information on the Company for the financial years from incorporation on 4 December 2009 to 31 December 2010 and the unaudited interim accounts to 30 June 2011 are incorporated by reference in the admission document and are available free of charge on the Marwyn Capital II website at www.marwyncapitaltwo.com. Audited consolidated results of the target will be included in the admission document for the three year period from 1 September 2008 to 31 August 2011;

(iii) 30 June 2012; 30 September 2012 and 30 June 2013

EXPECTED ADMISSION DATE:

22 December 2011

NAME AND ADDRESS OF NOMINATED ADVISER:

Cenkos Securities plc

6. 7. 8. Tokenhouse Yard

London EC2R 7AS

NAME AND ADDRESS OF BROKER:

Cenkos Securities plc

6. 7. 8. Tokenhouse Yard

London EC2R 7AS

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of the admission document will be available from www.marwyncapitaltwo.com from the date of announcement. The admission document contains full details about the applicant and the admission of its securities.

DATE OF NOTIFICATION:

8 December 2011

NEW/ UPDATE:

NEW