REG - Marlowe PLC MITIE Group PLC - Form 8 (OPD) - Marlowe plc

MITIEAnnouncement

06/06/2025 12:00

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RNS Number : 8385L  Marlowe PLC  06 June 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Marlowe plc
 (b) Owner or controller of interests and short positions disclosed, if
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Marlowe plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         5 June 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          YES
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

                                                                                 If YES, specify which: Mitie Group plc (OFFEROR)

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Ordinary shares of 50p each

                                                                      Interests         Short positions

                                                                      Number   %        Number    %
 (1) Relevant securities owned and/or controlled:                     Nil      -        Nil       -
 (2) Cash-settled derivatives:                                        Nil      -        Nil       -

 (3) Stock-settled derivatives (including options) and agreements to  Nil      -        Nil       -
 purchase/sell:
                                                                      Nil      -        Nil       -

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 (a)  Interests in Marlowe plc ordinary shares held by the directors of
 Marlowe plc and their close relatives and related trusts

Director                       Number of ordinary shares  Percentage of total issued share capital (%)(1)
 Lord Michael Ashcroft KCMG PC  15,310,170                 19.50
 Peter Gaze                     630,925                    0.80
 Adam Councell                  34,608                     0.04
 Rachel Addison                 12,922                     0.02

 

 (1) Percentages have been given to two decimal places and are calculated on
 the basis of Marlowe plc having 78,522,547 ordinary shares

 (b)  Interests in Marlowe plc ordinary shares held as options or awards by
 the directors of Marlowe plc under the Marlowe Incentive Plan

Director             Plan Name                                Grant date       Number of ordinary Marlowe plc shares  Exercise price  Vesting date     Expiry date
 Adam Councell (CFO)  Marlowe Incentive Plan - RSP             17 October 2024  56,130                                 Nil             17 October 2027  16 October 2034
            Marlowe Incentive Plan - Deferred Bonus  06 March 2025    49,480                                 Nil             06 March 2027    05 March 2035

 

(1) Percentages have been given to two decimal places and are calculated on
the basis of Marlowe plc having 78,522,547 ordinary shares

 

(b)  Interests in Marlowe plc ordinary shares held as options or awards by
the directors of Marlowe plc under the Marlowe Incentive Plan

 

 Director             Plan Name                                Grant date       Number of ordinary Marlowe plc shares  Exercise price  Vesting date     Expiry date
 Adam Councell (CFO)  Marlowe Incentive Plan - RSP             17 October 2024  56,130                                 Nil             17 October 2027  16 October 2034
                      Marlowe Incentive Plan - Deferred Bonus  06 March 2025    49,480                                 Nil             06 March 2027    05 March 2035

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  6 June 2025
 Contact name:        Adam Councell
 Telephone number:    +44 20 3813 8498

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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