REG - Marlowe PLC - Acquisition of IMSM

MarloweAnnouncement

26/07/2023 07:00

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RNS Number : 1727H  Marlowe PLC  26 July 2023

26 July 2023

 

Marlowe plc

 

Acquisition of IMSM

 

Marlowe plc ("Marlowe" or the "Group"), the leader in business-critical
services and software which assure regulatory compliance, announces that it
has acquired IMSM Holdings Limited and International Management Systems
Marketing Limited (together, "IMSM"), a leading ISO certification and quality
management provider, for an expected enterprise value of £17.4 million (the
"Acquisition").

Established in 2004 and headquartered in Wiltshire, UK, IMSM provides ISO
auditing and certification services to approximately 5,000 UK and
international clients. This acquisition is a key step in Marlowe's strategy to
broaden its GRC capabilities into the highly complementary ISO certification
market and presents an attractive opportunity to cross-sell into the Group's
existing customer base. Additionally, there are opportunities to digitalise
IMSM's services via collaboration with Marlowe's SaaS offering.

IMSM audits the quality of clients' business processes and internal systems on
a recurring basis to ensure compliance with ISO standards in areas such as
safety management, information security and environmental management. IMSM
provides these services to both SMEs and larger clients on a mix of annual and
multi-year contracts, and shares a similar client base to Marlowe's GRC
division.

In the year to 31 December 2022, IMSM generated revenues of £12.2 million and
EBITDA of £1.9 million. As at 31 July 2022, IMSM had net assets of £6.7
million. The total enterprise value will comprise an upfront cash
consideration of £12.9 million and a further £3.0 million payment through
the issue of 597,609 ordinary shares of 50 pence each in the capital of the
Company ("Consideration Shares") in addition to an estimated £1.5 million in
performance-related contingent consideration payable after the first year of
ownership. The Consideration Shares are being issued to the vendor, and are
locked in for a period of two years.

Alex Dacre, Chief Executive of Marlowe plc, said:

 

"The acquisition of IMSM broadens the capabilities of our Governance Risk and
Compliance division into the attractive and highly complementary ISO auditing
and certification market. This is a large and fragmented market, and the
addition of IMSM will enable us to address a core component of our clients'
compliance requirements. This acquisition is consistent with our strategy to
selectively execute on bolt-on acquisitions whilst maintaining leverage in the
region of 2x EBITDA, within the Board's guided range."

 

 

For further information:

 Marlowe plc
 Alex Dacre, Chief Executive                     www.marloweplc.com (http://www.marloweplc.com)
 Adam Councell, Chief Financial Officer          Tel: +44 (0) 203 813 8498
 Benjamin Tucker, Investor Relations Manager

 Cenkos Securities plc (Nominated Adviser and Joint Broker)
 Ben Jeynes                                      Tel: +44 (0)20 7397 8900
 George Lawson

 Berenberg (Joint Broker)
 Ben Wright              Tel: +44 (0)20 3207 7800
 Mark Whitmore

 Stifel (Joint Broker)
 Matthew Blawat          Tel: +44 (0)20 7710 7688
 Francis North

 FTI Consulting
 Nick Hasell             Tel: +44 (0)20 3727 1340
 Alex Le May

 

 

About Marlowe plc

Marlowe is a leader in business-critical services and software which assure
regulatory compliance. The company was formed to create sustainable
shareholder value through the acquisition and development of businesses that
provide regulated safety and compliance services and software. It is focused
on compliance software, eLearning, health & safety, employment law &
HR compliance, fire safety & security, water & air hygiene and
occupational health services - all of which are vital to the wellbeing of its
customers operations and are invariably governed by regulation. Marlowe
currently provides software to over 1 million users and services to over 25%
of Britain's commercial premises. The Group provides customers with a single
outsourced, nationwide, provider of a range of regulated compliance and safety
solutions. Our customers can be found in office complexes, high streets &
leisure facilities, manufacturing plants and industrial estates, and include
thousands of SMEs, local authorities, facilities management providers,
multi-site NHS trusts and FTSE 100 companies.

 

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