REG - Marlowe PLC - Board Changes; Update re: Returns of Capital

MarloweAnnouncement

18/03/2024 07:00

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RNS Number : 1415H  Marlowe PLC  18 March 2024

18 March 2024

 

Marlowe plc

("Marlowe" or the "Company")

 

Board Changes; Update re: Returns of Capital

 

Further to the announcement of 22 February 2024 on the sale of certain
Governance, Risk & Compliance ("GRC") software and services assets (the
"Divestment") for an Enterprise Value of £430m, Marlowe plc ("Marlowe" or
the "Group") announces the following changes to its Board:

 

·     The appointment of Lord Ashcroft KCMG PC as a Non-Executive
Director.

 

·     Charles Skinner is today stepping down from the Marlowe Board,
having been in role since the company's formation and through to its growth
into the UK leader in business-critical services and software. Charles will be
replaced by a new Independent Non-Executive Director in due course.

 

 

Update re: Returns of Capital on completion of the Divestment

 

The Group also provides an update on the planned process to return capital to
shareholders following completion of the Divestment.

 

Subject to completion, proposed returns of capital would be expected to
commence during the first half of the Group's FY25 financial year, beginning 1
April 2024.

 

•    After relevant adjustments including estimated transaction costs,
settlement of certain transaction-related liabilities and earn-outs,
reorganisation and separation costs, the Group expects net Divestment sale
proceeds to be c.£405 million.

 

•    On completion of the Divestment and the retirement in full of the
Group's existing debt facilities, the Group expects its net cash position to
be approximately £220 million.

 

•    The Group is minded to retain a net cash balance to provide
resources for working capital and selected investments and to return in excess
of £150 million of remaining net cash to shareholders.

 

•    The Board is assessing the optimal route through which to effect the
return of capital and will confirm the return in due course.

 

Kevin Quinn, Non-Executive Chairman of Marlowe, commented:

 

"The Board wishes to wholeheartedly thank Charles for his service and
commitment to Marlowe. He has served on the Board from the earliest days of
Marlowe and has made an outstanding contribution throughout his tenure. He
goes with our best wishes for the future.

 

We welcome Lord Ashcroft to the Board of Marlowe."

 

The directorships and partnerships currently held by Michael Anthony Ashcroft,
aged 78, and over the five years preceding the date of his appointment, are as
follows:

 

 Current directorships / partnerships           Previous directorships / partnerships
 Impellam Group plc                             Imperial War Museum
 Merit Group plc                                Imperial War Museum Foundation
 Waterloo Investment Holdings Limited
 Rendeavour Holdings Limited
 Heather Global plc
 Crimestoppers Trust
 Prospect Education (Technology) Trust Limited

 

Lord Ashcroft currently holds 11,877,361 Ordinary Shares in Marlowe,
representing 12.3% of the Company's issued share capital.

 

For further information:

 

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

 Cavendish Capital Markets (Nominated Adviser and Joint Broker)
 Ben Jeynes                                      Tel: +44 (0)20 7220 0500
 George Lawson

 Berenberg (Joint Broker)
 Dan Gee-Summons         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 UK 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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