REG - MITIE Group PLC Marlowe PLC - Mitie completes the Acquisition of Marlowe plc

MITIEAnnouncement

04/08/2025 11:45

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RNS Number : 8629T  MITIE Group PLC  04 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
 
                 4 August 2025

 

RECOMMENDED CASH AND SHARE OFFER

FOR

MARLOWE PLC ("MARLOWE")

BY

MITIE TREASURY MANAGEMENT LIMITED ("BIDCO")

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

 

 

MITIE COMPLETES THE ACQUISITION OF MARLOWE PLC

 

 

Phil Bentley, CEO of Mitie, commented:

 

"The acquisition of Marlowe marks a major milestone in the delivery of our
Strategic Plan, pivoting Mitie from being the UK leader in Facilities
Management to the leader in technology and project-led Facilities
Transformation and, from today, a leader in Facilities Compliance.

"Marlowe is a great business with outstanding Fire Safety & Security and
Water & Air Hygiene capabilities in the fast growing £7.6bn Testing,
Inspection and Certification (TIC) market. By accessing Mitie's broader
customer base, our ambition is to grow Marlowe into the UK's pre-eminent
business in this segment.

"Following an intense period of preparation, our integration programme,
comprising resources from both Mitie and Marlowe, will commence immediately,
ensuring the seamless transition of Marlowe's capabilities and distinctive
brands into the Mitie Group, and the delivery of at least £30m of joint cost
synergies alongside accelerated revenue growth.

"I would like to thank the Marlowe transaction team for skilfully navigating
this value-creating acquisition to closure, and I am delighted to welcome
Marlowe's colleagues, customers, suppliers and shareholders to Mitie. That
those Marlowe shareholders electing to take Mitie stock were scaled back by
40.7% indicates their confidence in the combined Group's future."

Scheme effective

On 5 June 2025, the boards of directors of Marlowe and Mitie announced that
they had reached agreement on the terms and conditions of a recommended cash
and shares acquisition pursuant to which Bidco will acquire the entire issued,
and to be issued, ordinary share capital of Marlowe (the "Acquisition"). The
Acquisition is being effected by means of a scheme of arrangement under Part
26 of the Companies Act 2006 (the "Scheme").

Marlowe published its circular relating to the Scheme on 23 June 2025 (the
"Scheme Document"). Capitalised terms used but not defined in this
announcement have the meanings given to them in the Scheme Document, unless
the context requires otherwise.

On 31 July 2025, Marlowe, Mitie and Bidco announced that the High Court of
Justice in England and Wales had made an order sanctioning the Scheme under
section 899 of the Companies Act at the Court Sanction Hearing on that day.

Marlowe, Mitie and Bidco are pleased to announce that, following delivery of
the Court Order to the Registrar of Companies today, 4 August 2025, the Scheme
has now become Effective in accordance with its terms.

Suspension and cancellation of listing and trading

The admission to trading of Marlowe's Shares on AIM was suspended with effect
from 7.30 a.m. today.

Following an application to the London Stock Exchange, the cancellation of the
admission to trading of Marlowe's Shares on AIM is expected to take effect at
7.00 a.m. tomorrow morning.

As a result of the Scheme becoming Effective, share certificates in respect of
Marlowe Shares cease to be valid documents of title and entitlements to
Marlowe Shares held in uncertificated form in CREST are being cancelled.

The New Mitie Shares will be issued to Scheme Shareholders, admitted to
trading on the Main Market of the London Stock Exchange and dealings thereof
will commence on the London Stock Exchange by 8.00 a.m. tomorrow morning.

Results of the Mix and Match Elections and settlement of consideration

Under the Scheme, Marlowe Shareholders on Marlowe's register of members at the
Scheme Record Time are entitled to receive 1.1 New Mitie Shares and 290 pence
in cash for each Marlowe Share held, subject to any adjustments to such
consideration resulting from valid Elections made pursuant to the Mix and
Match Facility. The deadline for receipt of valid Elections under the Mix and
Match Facility was 1.00 p.m. on 24 July 2025.

Valid Share Elections in respect of 22,203,498 Scheme Shares, representing
approximately 28.2 per cent. of the aggregate number of Scheme Shares, and
valid Cash Elections in respect of 15,776,137 Scheme Shares, representing
approximately 20.0 per cent. of the aggregate number of Scheme Shares, were
made by Scheme Shareholders.

The total number of New Mitie Shares to be delivered pursuant to the
Acquisition and the maximum aggregate amount of cash to be paid pursuant to
the Acquisition will not be varied as a result of elections made under the Mix
and Match Facility. Therefore, satisfaction of elections made by Scheme
Shareholders under the Mix and Match Facility is dependent on the extent to
which other Scheme Shareholders make elections. Scheme Shareholders who made
valid Share Elections have, in aggregate, had their elections scaled down on a
pro rata basis by 40.7 per cent. so that 59.3 per cent. of a valid Share
Election has been satisfied in full. Scheme Shareholders who made valid Cash
Elections have, in aggregate, had such elections satisfied in full. Scheme
Shareholders who did not make valid Mix and Match Elections or have not
participated in the Mix and Match Facility will receive the default
consideration, which is 1.1 New Mitie Shares and 290 pence in cash, for each
Marlowe Share.

Settlement of the cash consideration to which each Scheme Shareholder is
entitled will be effected by way of the despatch of cheques or electronic
payment mandate (for Scheme Shareholders holding Scheme Shares in certificated
form) or the crediting of CREST accounts (for Scheme Shareholders holding
Scheme Shares in uncertificated form) (or other such method approved by the
Panel) as soon as practicable and in any event not later than 14 days after
the Effective Date (i.e. by 18 August 2025), as set out in Clause 5 of Part IV
of the Scheme Document.

Settlement of the New Mitie Shares to which a Scheme Shareholder is entitled
will be effected as follows:

(a)  for Scheme Shares held in certificated form, the New Mitie Shares will
be issued in certificated form and a share certificate for those New Mitie
Shares will be issued and despatched to such Scheme Shareholder as soon as
practicable following the commencement of dealings in New Mitie Shares, and by
no later than 18 August 2025; and

(b)  for Scheme Shares held in uncertificated form, the New Mitie Shares will
be issued in certificated form through CREST. The appropriate CREST accounts
of such Scheme Shareholder will be credited as soon as practicable following
the commencement of dealings in New Mitie Shares, and by no later than 18
August 2025.

Further information regarding the settlement of the New Mitie Shares is
available in Clause 5 of Part IV of the Scheme Document.

All documents of title, cheques, certificates or statements of entitlement
will be despatched to the person entitled thereto at the address as appearing
in the register of members of Marlowe as at the Scheme Record Time or, in the
case of joint holders, at the address of the holder whose name stands first in
such register in respect of the joint holding at the Scheme Record Time. None
of Marlowe, Mitie or Bidco, any nominee(s) of Marlowe, Mitie or Bidco, or any
of their respective agents shall be responsible for any loss or delay in the
transmission of cheques sent in this way, and such cheques shall be sent at
the risk of the person or persons entitled thereto.

Board changes

As the Scheme has now become Effective, Marlowe announces that, as of today's
date, Lord Ashcroft KCMG PC, Adam Councell, Rachel Addison, Gillian Kent,
Peter Gaze and Julia Robertson have stepped down from the Marlowe Board, and
Peter Dickinson, Katherine Woods, Matthew Peacock and Peter Young have been
appointed to the Marlowe Board.

General

Full details of the Acquisition are set out in the Scheme Document.

References to times are to London, United Kingdom time unless otherwise
stated.

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
 Marlowe
 Adam Councell, Chief Financial Officer                                      +44 20 3183 8498
 FTI Consulting (PR Adviser to Marlowe)                                      +44 20 3727 1340
 Nick Hasell

 Alex Le May
 Cavendish Capital Markets Limited (Financial Adviser and Rule 3 Adviser to  +44 20 7220 0500
 Marlowe)
 Ben Jeynes

 Henrik Persson

 George Lawson

 Hamish Waller

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

Allen Overy Shearman Sterling LLP is acting as legal adviser to Marlowe in
connection with the Acquisition.

Important Notices

Cavendish Capital Markets Limited ("Cavendish") which is authorised and
regulated in the UK by the Financial Conduct Authority, is acting exclusively
as financial adviser to Marlowe and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than Marlowe for providing the protections afforded to clients of Cavendish
nor for providing advice in connection with the any matter referred to in this
announcement. Neither Cavendish nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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 Cavendish in connection with this announcement, any statement
contained herein, the Acquisition or otherwise. No representation or warranty,
express or implied, is made by Cavendish as to the contents of this
announcement.

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.

Overseas Shareholders

This announcement has been prepared for the purposes of complying with the
applicable requirements of the Takeover Code, the Panel, the Market Abuse
Regulation, the AIM Rules 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 or regulations of jurisdictions outside England and
Wales.

The Acquisition is subject to the applicable rules and regulations of the FCA,
the London Stock Exchange and the Takeover Code.

Each Marlowe Shareholder is advised to consult its independent professional
adviser regarding the tax consequences to it (or to its beneficial owners) of
the Acquisition.

The availability of the Acquisition to Marlowe Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom or who are
subject to the laws of other jurisdictions should inform themselves of, and
observe, any applicable legal, regulatory or other requirements of their
jurisdictions. In particular, the ability of persons who are not resident in
the United Kingdom or who are subject to the laws of another jurisdiction to
participate in the Acquisition or to elect for the Mix and Match Facility, may
be affected by the laws of the relevant jurisdictions in which they are
located or to which they are subject. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person. Further
details in relation to Overseas Shareholders is contained in paragraph 19 of
Part II of the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition. If the Acquisition
is implemented by way of a Takeover Offer (unless otherwise permitted by
applicable law and regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

The Mitie Shares have not been and will not be registered under the Financial
Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended, the
"FIEA"). The Mitie Shares will not be offered or sold, directly or indirectly,
in Japan or to, or for the account or benefit of, any resident of Japan (as
defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and
Foreign Trade Act of Japan (Law No. 228 of 1949, as amended)), including any
corporation or other entity organised under the laws of Japan, or to others
for re-offering or resale, directly or indirectly, in Japan or to, or for the
account or benefit of, any resident of Japan, except pursuant to an exemption
from the registration requirements of, and otherwise in compliance with, the
FIEA and any other applicable laws, regulations and ministerial guidelines of
Japan.

Any information given in the Scheme Document is general information only and
does not constitute financial product advice. The Acquisition does not take
into account your personal circumstances, needs or objectives. You should,
consider the appropriateness of the Acquisition, having regard to your
objectives, financial situation and needs. You should read all final
documentation and seek independent advice.

Notice to US Marlowe Shareholders

The Acquisition relates to the shares of a UK company and is being made by
means of a scheme of arrangement provided for under Part 26 of the Companies
Act. The Acquisition, implemented by way of a scheme of arrangement relates to
the shares of a UK company that is a "foreign private issuer" as defined under
Rule 3b-4 under the US Exchange Act and will be governed by English Law.
Accordingly, the Scheme is exempt from the registration requirements under the
US Securities Act and is not subject to the tender offer or the proxy
solicitation rules under the US Exchange Act. Accordingly, the Acquisition is
subject to the disclosure and procedural requirements and practices applicable
to a scheme of arrangement involving a target company in England listed on
AIM, which differ from the disclosure requirements of the US tender offer and
proxy solicitation rules. The financial information included in the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the offer document) has been prepared in accordance with generally accepted
accounting principles of the UK and thus may not be comparable to the
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the United States. Each Marlowe Shareholder is urged to consult its
independent professional adviser immediately regarding the tax consequences to
it (or to its beneficial owners) of the Acquisition.

The information contained in the Scheme Document has neither been approved nor
disapproved by the US Securities and Exchange Commission (the "SEC") or any US
state securities commissions. Neither the SEC, nor any state securities
commission, has passed judgment upon the fairness or merits of the proposal
described herein, nor determined the accuracy, completeness or adequacy of the
information contained in the Scheme Document. Any representation to the
contrary is a criminal offence in the United States.

Marlowe Shareholders (whether or not US Persons) who are affiliates (as
defined in the US Securities Act) of Marlowe before, and/or become affiliates
of Mitie, Bidco or Marlowe on or after, the implementation of the Scheme, will
be subject to certain US transfer restrictions relating to the New Mitie
Shares.

Marlowe and Bidco are both incorporated under the laws of England and Wales
and Mitie is incorporated under the laws of Scotland. Some or all of the
officers and directors of Marlowe, Bidco and Mitie respectively are residents
of countries other than the United States. In addition, some of the assets of
Marlowe, Bidco and Mitie are located outside the United States. As a result,
it may be difficult for US Shareholders to enforce certain rights and claims
arising in connection with the Acquisition under US federal securities laws or
to enforce a judgement of a US court predicated upon the federal and state
securities laws of the US, since Marlowe, Bidco and Mitie are located outside
the US, and their officers and most of their directors reside outside the US.
Therefore, investors may have difficulty effecting service of process within
the US upon those persons or recovering against Marlowe, Bidco or Mitie or
their respective officers or directors on judgments of US courts, including
judgments based upon the civil liability provisions of the US federal
securities laws. It may not be possible to sue a non-US company or its
officers or directors in a non-US court for violations of US securities laws.
It also may be difficult to compel a non-US company or its affiliates to
subject themselves to a US court's judgment.

For the securities issued under the Scheme to qualify for the exemption from
registration provided by section 3(a)(10) of the US Securities Act, Marlowe
will advise the Court that the Court's sanctioning of the Scheme will be
relied on as approval of the Scheme following a hearing on the Scheme's
fairness to Marlowe shareholders, at which hearing all Marlowe shareholders
are entitled to attend in person, or through counsel, to support or oppose the
sanctioning of the Scheme and such hearing has been notified to all Marlowe
shareholders.

If, in the future, Bidco implements the Acquisition by way of a Takeover Offer
(subject to the consent of Marlowe and the Panel) and determines to extend the
Takeover Offer into the US, the Acquisition will be made in compliance with
applicable US laws and regulations, including the applicable US tender offer
regulations and in each case including the applicable exemption therefrom. The
settlement procedure with respect to the Acquisition will be consistent with
UK practice, which differs from US domestic tender offer procedures in certain
material respects, particularly with regard to the date of payment.

The New Mitie Shares issued under the Acquisition have not, and will not be,
registered under the US Securities Act and will not be listed on any stock
exchange in the United States. Accordingly, the New Mitie Shares may not be
subsequently offered, sold or delivered, directly or indirectly, in the United
States unless such sale, offer or delivery is effected in compliance with an
applicable exemption, or in a transaction not subject to, from the
registration requirements of the US Securities Act.

The New Mitie Shares will not be registered under any US state securities laws
and no steps have been or will be taken to enable the New Mitie Shares to be
offered in compliance with the securities laws of any US state. Accordingly,
the New Mitie Shares may not be offered, sold or delivered, directly or
indirectly, to persons resident in a US state unless such offer, sale or
delivery is effected in compliance with an exemption from, or in a transaction
not subject to, the registration requirements of the securities laws of such
state.

The New Mitie Shares issued in connection with the Acquisition in exchange for
Marlowe Shares that were not "restricted securities" should not be treated as
"restricted securities" within the meaning of Rule 144(a)(3) under the US
Securities Act and persons who receive the New Mitie Shares as a result of the
Scheme which are not restricted securities (other than "affiliates" as
described below) may resell them without restriction under the US Securities
Act. Persons who hold Marlowe Shares which are restricted securities will
receive New Mitie Shares that will be subject to the same restrictions as
applied to their Marlowe Shares.

Under Rule 145(d) of the US Securities Act, any Marlowe Shareholder in the
United States who is deemed to be an affiliate of Bidco or Marlowe before the
implementation of the Scheme, and/or is or becomes an affiliate of Bidco or
Marlowe following the implementation of the Scheme (whether or not a US
Person), will be subject to timing, manner of sale and volume restrictions on
the sale of New Mitie Shares and may not resell the New Mitie Shares except
pursuant to an exemption from the registration requirements of the US
Securities Act, or in a transaction not subject to such requirements
(including a transaction that satisfies the applicable requirements of
Regulation S under the US Securities Act relating to offers and sales outside
the United States). For these purposes, an "affiliate" of any person is
generally defined to be a person that directly or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, that person. Marlowe Shareholders in the United States that believe they
are or may be "affiliates" of Mitie, Bidco or Marlowe should consult their own
legal advisers prior to any sale of the New Mitie Shares. US Marlowe
Shareholders also should be aware that the transaction contemplated herein may
be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other, tax laws and,
that such consequences, if any, are not described herein. US Marlowe
Shareholders are urged to consult with legal, tax and financial advisers in
connection with making a decision regarding this transaction.

The Acquisition will be subject to the applicable requirements of the Takeover
Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

The receipt of cash by a US Marlowe Shareholder as consideration for the
transfer of its Marlowe Shares pursuant to the Acquisition may be a taxable
transaction for United States federal income tax purposes and may also be a
taxable transaction under applicable state and local tax laws, as well as
non-US and other tax laws. Each US Marlowe Shareholder is urged to consult its
independent professional tax adviser immediately regarding the tax
consequences of the Acquisition applicable to them, including under applicable
US and local, as well as overseas and other, tax laws.

In the event that the Acquisition is implemented by way of a Takeover Offer
(subject to the consent of Marlowe and the Panel), in accordance with normal
UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Mitie, Bidco
or their nominees, or their brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, shares or other
securities of Marlowe outside of the US, other than pursuant to such a
Takeover Offer, during the period in which such a Takeover Offer would remain
open for acceptances. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase shall be
disclosed as required in the UK, shall be reported to a Regulatory Information
Service and shall be available on the London Stock Exchange website at
www.londonstockexchange.com.

The statements contained in the Scheme Document are made as at the date of the
Scheme Document, unless some other time is specified in relation to them, and
service of the Scheme Document shall not give rise to any implication that
there has been no change in the facts set forth in the Scheme Document since
such date. Nothing in the Scheme Document shall be deemed to be a forecast,
projection or estimate of the future financial performance of Marlowe, the
Marlowe Group, Mitie or the Mitie Group, except where otherwise stated.

.

 

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