Sch 1 update - Marwyn Materials 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 MATERIALS LIMITED (the "Company").

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

Elizabeth House, 9 Castle Street, St Helier, Jersey, JE4 2QP

COUNTRY OF INCORPORATION:

Jersey

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

www.marwynmaterials.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 12 June 2008 with the strategy of acquiring controlling stakes in one or more quoted or unquoted profitable businesses in the UK and international building materials industry and to use these as a platform for further acquisitions. The Directors have reviewed a number of potential acquisition targets since the Company was admitted to AIM and believe that the acquisition of Breedon represents an exciting opportunity within this strategy. The Company does not currently undertake any trading activity.

Marwyn Materials Investments Limited, a subsidiary of the Company ("the Subsidiary"), had entered into conditional acquisition agreements to acquire the entire issued share capital of Breedon Holdings Limited ("Breedon"), a large independent UK aggregates producer.

In view of the size of Breedon, the Acquisition will, on Completion, constitute a reverse takeover under Rule 14 of the AIM Rules for Companies.

Breedon is a fully integrated aggregates producer with 29 quarries, 19 asphalt plants and 27 concrete plants in England and Scotland, and the Directors believe it will provide the Company with a robust platform for accelerated growth through consolidation of the UK heavyside building materials sector. The business is backed by a strong asset base with approximately 181 million tonnes of mineral reserves and resources, providing an estimated life of approximately 50 years at current output levels. The Directors also believe that the business is well invested with a substantial amount of new plant in good condition.

Main country of operation: Jersey and UK (via the reverse takeover of Breedon Holdings Limited).

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):

416,666,667 Ordinary shares of no par value (which have been placed at 12p each).

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: £50.0 million

Market capitalisation (anticipated): £66.3 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

78.5 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):

Peter William Gregory Tom CBE (Chairman)

Simon Neil Vivian (Chief Executive)

James Henry Merrick Corsellis (Non-executive Director)

David John Warr (Non-executive Director)

David Jeffreys Williams (Non-executive 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):

Before Admission:

Post admission:

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

Peter Tom CBE (Chairman)

Simon Vivian (Chief Executive Officer)

(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 consolidated results of the Breedon Group are included for the period from incorporation on 15 December 2008 to 31 December 2009.

(iii) 30 September 2010 (unaudited interims of Marwyn Materials Limited and unaudited interims of Breedon Group); 30 June 2011 (consolidated financial statements of the Enlarged Group) and 30 September 2011

EXPECTED ADMISSION DATE:

6 September 2010

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.marwynmaterials.com. The admission document contains full details about the applicant and the admission of its securities.

DATE OF NOTIFICATION:

2 September 2010

NEW/ UPDATE:

UPDATE