Sch 1 Update - Marwyn Capital II Limited

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"). The Company will change its name to Paragon Entertainment Limited at Completion.

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:

1 Heslington Court, School Lane, Heslington York, North Yorkshire, YO10 5EX, United Kingdom

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.

Specifically, the Company has identified Paragon Creative Limited ("Paragon Creative") as a potential acquisition target which could be used as a platform from which to create value for its shareholders. Paragon Creative designs and produces third party attractions (including interactive exhibits, models and fully themed attractions) for museums, shopping malls, theme parks, science centres and other third party clients globally. In addition to identified organic growth and acquisitive growth opportunities, the opportunity exists to further leverage Paragon Creative's existing skill base and expand into the development, funding and operation of proprietary attraction concepts.

The Company does not currently undertake any trading activity.

The Company will enter into conditional acquisition agreements to acquire the entire issued share capital of Paragon Creative, immediately prior to Re-Admission. Shortly after Completion Marwyn Capital Investments II Limited, a wholly-owned subsidiary of the Company will become the immediate parent company to Paragon Creative pursuant to the terms of an intra-group transfer arrangement.

The Acquisition will constitute a reverse takeover under Rule 14 of the AIM Rules for Companies.

Main country of operation: UK (via the reverse takeover of Paragon Creative).

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 0.1 pence; number up to 110,363,053

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: approximately £2,500,000

Market capitalisation (anticipated): approximately £6,374,522

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 43 per cent.

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):

Robert Basil Hersov (Chairman)

Mark Colin Pyrah (Chief Executive Officer)

Mark Irvine John Watts (Non-executive Director)

Peter Edward Holdsworth (Production Director)

David Eugene Gray (Operations Director)

Mark Jonathan George Taylor (Commercial Director)

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):

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

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:

Robert Basil Hersov (Chairman) via his investment vehicle Vulcan to receive approximately 5 per cent. of the enlarged share capital.

David Eugene Gray (Operations Director) to receive approximately 1 per cent. of the enlarged share capital pursuant to the terms of a commitment agreement dated on or around the date of the acquisition agreements.

(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 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:

16 December 2011

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