REG - MITIE Group PLC - Admission of New Mitie Shares

MITIEAnnouncement

Yesterday 14:30

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RNS Number : 0852U  MITIE Group PLC  05 August 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 5 August 2025

RECOMMENDED CASH AND SHARE OFFER

FOR

MARLOWE PLC

BY

MITIE TREASURY MANAGEMENT LIMITED ("Bidco")

(a wholly owned subsidiary of Mitie Group PLC ("Mitie"))

Admission of New Mitie Shares

Introduction

Further to the announcement on 4 August 2025 confirming that the Scheme has
now become Effective in accordance with its terms, Mitie is pleased to confirm
that 86,565,085 new ordinary shares of 2.5 pence each in the capital of Mitie
were admitted to listing on the Equity Shares (Commercial Companies) category
of the Official List maintained by the Financial Conduct Authority (the "FCA")
and to trading on the London Stock Exchange's main market for listed
securities, with effect from 8.00 a.m. today, 5 August 2025.

Following the admission of the New Mitie Shares and in accordance with the
FCA's Disclosure Guidance and Transparency Rules 5.6.1R and 5.6.1AR, Mitie
hereby notifies the market that Mitie's issued share capital as at today, 5
August 2025, consists of 1,343,641,459 ordinary shares of 2.5 pence each
(excluding 4,464,566 ordinary shares held in treasury). This figure may be
used by shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, Mitie under the FCA's Disclosure Guidance and
Transparency Rules.

A separate announcement has been made regarding the cancellation of the
listing and trading of Marlowe's shares.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Scheme Document, unless the context requires otherwise.

Enquiries:

 Mitie Group plc and Bidco
 Peter Dickinson, Chief Legal Officer                      +44 7768 215 013

 Kate Heseltine, Group IR and Corporate Finance Director   +44 7384 439 112

 H/Advisors Maitland (PR Adviser to Mitie)                 +44 790 000 0777
 Neil Bennett

 Lazard (Financial Adviser to Mitie)                       +44 20 7187 2000
 Vasco Litchfield
 Louise Campbell

Linklaters LLP is acting as legal adviser to Mitie and Bidco in connection
with the Acquisition.

Important Notices

Lazard & Co., Limited ("Lazard") which is authorised and regulated in the
UK by the Financial Conduct Authority, is acting exclusively as financial
adviser to Mitie and Bidco and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
Bidco for providing the protections afforded to clients of Lazard nor for
providing advice in connection with the any matter referred to in this
announcement. Neither Lazard nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with this announcement, any statement
contained herein or otherwise.

This announcement is for informational purposes only and is not intended to
and does not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of
applicable law or regulation. In particular, this announcement is not an offer
of securities for sale into the United States or in any other jurisdiction. No
offer of securities shall be made in the United States absent registration
under the US Securities Act, or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements. Any securities
issued in the Acquisition are anticipated to be issued in reliance upon an
exemption from such registration requirements pursuant to Section 3(a)(10) of
the US Securities Act.

The Acquisition is made solely by means of the Scheme Document, which together
with the Forms of Proxy and Form of Election, contains the full terms and
conditions of the Acquisition. Any decision in respect of, the Acquisition,
should be made only on the basis of the information in the Scheme Document.

This announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions other than England.

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