Marwyn Value Investors Limited MAC II -- acquisition of InvestAcc & MVI investment

Dow Jones06-28

TIDMMVI

RNS Number : 4270U

Marwyn Value Investors Limited

28 June 2024

LEI: 213800L5751QTTVEA774

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, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

28 June 2024

This announcement contains Inside Information

Marwyn Value Investors Limited ("MVIL" or the "Company")

Marwyn Acquisition Company II - acquisition of InvestAcc Group and follow-on investment

The Company is pleased to announce that funds managed by Marwyn Investment Management LLP have made an investment of GBP 16.7 million into investee company, Marwyn Acquisition Company II Limited ("MAC II") as part of MAC II's GBP30m fundraise and acquisition of InvestAcc Group Limited, with GBP11.6m being attributable to the Company's ordinary shares.

MAC II was founded by Marwyn and Mark Hodges with a focus on the UK wealth and pensions market, and starting with this platform acquisition, is seeking to build the UK's leading specialist pensions administration business with an initial focus on the self-invested personal pension ("SIPP") and small self-administered scheme ("SSAS") market.

Following the investment, MAC II is expected to represent c.21% of the ordinary share Net Asset Value ("NAV"), contributing c.39p to the NAV/ordinary share. Whilst the investment is expected to be effective on 4 July 2024, the Company's NAV announcement for 28 June 2024 will include a pro-forma look-through allocation to reflect the expected impact of the investment. The Company continues to expect to pay quarterly dividends in August and November 2024.

MAC II's announcement of the acquisition and fundraise can be viewed here:

https://www.londonstockexchange.com/news-article/MAC2/acquisition-of-investacc-and-fundraising/16542601

Robert Ware, Chairman of MVIL commented: "We are delighted by this enormously exciting investment and the ongoing partnership with the MAC II team. Alongside the excellent performance of both AdvancedAdvt and Zegona this year and continued progression of the wider portfolio, this investment adds another substantial asset to the Funds' investment portfolio with significant potential to deliver material shareholder value."

Background to the investment

InvestAcc is an award-winning provider of SIPP and SASS services in the UK. MAC II believes that InvestAcc provides the optimal strategic platform to create value through a SIPP buy and build strategy. The business benefits from being a leading UK personal pension administrator, having a proven track record of delivering exceptional customer service, scalable operations and infrastructure, a strong financial profile and a sustainable organic growth trajectory. All of the management team, including the founder, are expected to stay with the business post completion.

Strategic Rationale and market opportunity

 
 1.   InvestAcc is a highly scalable platform business: an award-winning 
       provider of SIPP and SSAS services in the UK with a strong 
       commitment to high quality customer service and outcomes. 
       This is evidenced by their customer service score of 96%, 
       winning best pension service provider four years running between 
       2020 and 2023, and winning the best SIPP provider in 2023. 
       The business provides the optimal strategic platform to create 
       value, possessing scalable operations and infrastructure, 
       a strong financial profile - generating GBP8.8 million of 
       revenue and GBP3.6 million of adjusted EBITDA for FY23 - and 
       a sustainable organic growth trajectory. The transaction represents 
       a unique opportunity to develop the UK's leading specialist 
       pensions administration business with an initial focus on 
       the SIPP Segment. 
 2.   Long term structural market growth : favourable macroeconomic 
       trends and the evolution of the pension industry have created 
       a drive towards personal pensions (including SIPPs). The total 
       SIPP market assets under administration are expected to grow 
       at an 8% CAGR over the next 5-years from c.GBP500 billion 
       to c.GBP750 billion. 
 3.   Excellent underlying business fundamentals : full SIPP administrators 
       typically have a customer retention rate of above 90%, creating 
       an ongoing fee-based revenue stream. The average SIPP plan 
       lasts for more than 25 years, benefitting from embedded growth 
       through contractual inflation-linked fees. Industry average 
       EBITDA margins exceed 30% with strong cashflow conversion. 
 4.   Near term M&A consolidation opportunity with a robust pipeline 
       : there is a highly attractive M&A landscape for acquiring 
       "Full" SIPP and "Simple" SIPP administrators across a range 
       of sellers. Regulatory pressure, underpinned by a push for 
       higher levels of consumer duty care, as well as vendor needs, 
       are driving the sector to actively consolidate. MAC II has 
       a robust pipeline primarily sourced directly by the management 
       team who are in active discussions in relation to five potential 
       acquisitions with vendors which combined could deliver more 
       than GBP20 billion of AuA and 45,000 customers in 2024 and 
       2025. 
 5.   A sector leading team with M&A track record : MAC II's management 
       team have over 65 years of combined operational and strategic 
       experience in the financial services and wealth sector, and 
       have led multiple successful transactions. The MAC II management 
       team are supported by Marwyn's M&A and capital markets expertise, 
       who have a track record of successful public market fund raises, 
       having raised over GBP3.9 billion to date across 12 comparable 
       vehicles delivering GBP4.9 billion in gross equity profits 
       for investors. 
 

The acquisition is subject to the approval of the Financial Conduct Authority.

R Class Investment

Approximately GBP0.1 million of the Marwyn fund investment is attributable to the 2021 Realisation shares of MVIL. As it is over 3 years since the creation of the 2016 Realisation shares of MVIL, there is no allocation to the 2016 Realisation shares.

This announcement contains inside information for the purposes of Article 7 of the UK version of EU Regulation 596/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"), and is disclosed in accordance with the Company's obligations under MAR. The person responsible for making this announcement is Robert Ware, Chairman, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands .

Company enquiries:

Marwyn Value Investors Limited

Scott Danks

07700 720303

Company Secretary - Aztec Financial Services (Jersey) Limited

Chris Copperwaite / Magdala Mullegadoo

01534 833000

Investor Relations

Kam Bansil

020 7039 1901

PR Adviser - FGS Global

Rollo Head: 07768 994987

Chris Sibbald: 07855 955531

Corporate Broker - Liberum Capital Limited

Chris Clarke / Owen Matthews

0203 100 2200

Shares in the Company are not designed or intended for retail investors. Marwyn Investment Management LLP, the Manager, does not promote shares in the Company to retail investors and they should not be offered to retail investors.

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June 28, 2024 11:15 ET (15:15 GMT)

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