REG - MITIE Group PLC Marlowe PLC - Update on Regulatory Conditions

MITIEAnnouncement

25/06/2025 10:15

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RNS Number : 3547O  MITIE Group PLC  25 June 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

25 June 2025

RECOMMENDED CASH AND SHARE OFFER

FOR

MARLOWE PLC

BY

MITIE TREASURY MANAGEMENT LIMITED ("BIDCO")

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

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Introduction

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"). It is
intended that the Acquisition will be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The
circular in relation to the Scheme (the "Scheme Document") was published and
posted to Marlowe Shareholders on 23 June 2025.

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

Update on Regulatory Conditions

Mitie and Bidco are pleased to announce that they have received confirmation
from the Department of Enterprise, Trade and Employment in the Republic of
Ireland that the Acquisition does not meet all of the criteria requiring
mandatory notification under Section 9 of the Screening of Third Country
Transactions Act 2023. Accordingly, condition 3(c) as set out in Section A of
Part III of the Scheme Document has been satisfied.

Completion of the Acquisition remains subject to the satisfaction or (if
capable of waiver) waiver of the remaining conditions to the Acquisition set
out in Part III of the Scheme Document, including the receipt of clearance of
the Acquisition under the National Security and Investment Act 2021 in
accordance with condition 3(b) as set out in Section A or Part III of the
Scheme Document. Mitie and Bidco will continue to provide updates as required
on the progress of satisfaction of such conditions.

Timetable

The expected timetable of principal events is set out in the Scheme Document
and also below. Subject to the approval of the Scheme at the Court Meeting,
the passing of the Special Resolution at the General Meeting and the
satisfaction or (where applicable) waiver of the other Conditions set out in
the Scheme Document, including the sanction of the Court, the Scheme is
expected to become Effective during the third quarter of 2025.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Event                                                                           Expected Time and/or date ((1))
 Latest time for lodging Forms of Proxy for the:
 Court Meeting (BLUE form)                                                       10.00 a.m. on 14 July 2025  ((2))
 General Meeting (YELLOW form)                                                   10.15 a.m. on 14 July 2025  ((3))
 Voting Record Time                                                              6.00 p.m. on 14 July 2025 ((4))
 Court Meeting                                                                   10.00 a.m. on 16 July 2025
 General Meeting                                                                 10.15 a.m. on 16 July 2025 ((5))
 The following dates and times associated with the Scheme are subject to change
 and will depend on, among other things, the date on which the Conditions to
 the Scheme are satisfied or, if capable of waiver, waived, and the date on
 which the Court sanctions the Scheme. Marlowe will give adequate notice of any
 changes to these dates and times, when known, by issuing an announcement
 through a Regulatory Information Service, with such announcement being made
 available on Marlowe's website at
 https://www.marloweplc.com/investors/mitie-group-plc-recommended-cash-and-share-offer-for-marlowe-plc/.
 See also note (1).
 Election Return Time in respect of the Mix and Match Facility                   1.00 p.m. on D-5 Business Days
 Court Sanction Hearing                                                          as soon as reasonably practicable after Bidco confirms the satisfaction or
                                                                                 waiver of the Conditions (other than Conditions 1 and 2(c)) ("D")
 Last day for dealings in, and for the registration of transfer of, Marlowe      D+1 Business Day
 Shares on AIM
 Scheme Record Time                                                              6.00 p.m. on D+1 Business Day
 Disablement of CREST in respect of Company Shares                               6.00 p.m. on D+1 Business Day
 Suspension of dealings in Company Shares on AIM                                  7.30 a.m. on D+2 Business Days
 Effective Date of the Scheme                                                    D+2 Business Days ((6))
 Announcement concerning the extent to which Mix and Match Elections will be     D+2 Business Days
 satisfied
 Cancellation of listing of Company Shares from AIM                              by 7.00 a.m. on D+3 Business Days
 New Bidco Shares to be issued to Company Shareholders                           by 8.00 a.m. on D+3 Business Days
 Admission of New Bidco Shares and commencement of dealings in New Bidco Shares  by 8.00 a.m. on D+3 Business Days
 on the London Stock Exchange
 CREST accounts of Company Shareholders credited with, or for despatch of share  on or as soon as practicable after 8:00 a.m. on D+3 but not later than 14 days
 certificates for, New Bidco Shares (as applicable)                              after the Effective Date
 Latest date for despatch of cheques and crediting of CREST accounts of Company  by not later than 14 days after the Effective Date
 Shareholders for cash consideration due under the Scheme (in both cases,
 including any cash due in relation to the sale of fractional entitlements)
 Long Stop Date                                                                  11.59 p.m. (London Time) on 31 December 2025 ((7))
 (1)        The dates and times given are indicative only and are based
 on current expectations and are subject to change. References to times are to
 London, United Kingdom time unless otherwise stated. If any of the times
 and/or dates above change, the revised times and/or dates will be notified to
 Company Shareholders by announcement through a Regulatory Information Service.

 (2)        It is requested that BLUE Forms of Proxy for the Court
 Meeting be lodged not later than 48 hours prior to the time appointed for the
 Court Meeting or, if the Court Meeting is adjourned, 48 hours prior to the
 time fixed for any adjourned Court Meeting (excluding any part of such 48-hour
 period falling on a day that is not a working day). If the BLUE Form of Proxy
 for the Court Meeting is not lodged by 10.00 a.m. on 14 July 2025, it may be
 presented in person to the MUFG Corporate Markets representative who will be
 present at the Court Meeting, at any time prior to the commencement of the
 Court Meeting (or any adjournment thereof).

 (3)        In order to be valid, the YELLOW Forms of Proxy for the
 General Meeting must be lodged not later than 10.15 a.m. on 14 July 2025  or,
 if the General Meeting is adjourned, 48 hours prior to the time fixed for the
 adjourned General Meeting (excluding any part of such 48-hour period falling
 on a day that is not a working day). If the YELLOW Form of Proxy is not lodged
 by the relevant time, it will be invalid.

 (4)        If either the Court Meeting or the General Meeting is
 adjourned, the Voting Record Time for the relevant adjourned Meeting will be
 6.00 p.m. on the day which is two Business Days prior to the date of the
 adjourned Meeting.

 (5)        To commence at 10.15 a.m. on 16 July 2025 or as soon
 thereafter as the Court Meeting concludes or is adjourned.

 (6)        Company and Bidco expect that, subject to the satisfaction
 (or, where applicable, waiver) of the Conditions in Part III (Conditions to
 the Implementation of the Scheme and to the Acquisition) of the Scheme
 Document, the Scheme will become Effective during the third quarter of 2025.
 The events which are stated as occurring on subsequent dates are conditional
 on the Effective Date and operate by reference to this date.

 (7)        This is the latest date by which the Scheme may become
 Effective. However, the Long Stop Date may be extended to such later date as
 may be agreed by Company and Bidco (with the Panel's consent and as the Court
 may approve (if such consent and/or approval is required)).

 

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 3813 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

 Elysia Bough

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 will be made solely by means of the Scheme Document, or (if
applicable) pursuant to an Offer Document to be published by Bidco, which (as
applicable) contains or will contain the full terms and conditions of the
Acquisition. Any decision in respect of, or other response to, the
Acquisition, should be made only on the basis of the information contained in
such document(s). As explained below, if Bidco ultimately seeks to implement
the Acquisition by way of a Takeover Offer, that offer will be made in
compliance with applicable US laws and regulations.

This announcement does not constitute a prospectus, a prospectus equivalent
document or a prospectus exempted 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.

Marlowe and Bidco urge Marlowe's Shareholders to read the Scheme Document
(including the associated Forms of Proxy) (and/or, in the event that the
Acquisition is to be implemented by way of a Takeover Offer, the offer
document) because it contains important information relating to the
Acquisition. Any decision to vote in respect of the resolutions to be proposed
at Marlowe Meetings, and any decision in respect of the Scheme should be made
only on the basis of information contained in the Scheme Document (and/or, in
the event that the Acquisition is to be implemented by way of a Takeover
Offer, the offer document).

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 vote their Marlowe Shares with respect to
the Scheme at the Court Meeting, or to appoint another person as proxy to vote
at the Court Meeting on their behalf, 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.

The availability of the Mix and Match Facility under the Acquisition to
Marlowe Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements.

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 Company 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.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the tenth Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the tenth Business Day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror before the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any offeror other
than an offeror in respect of which it has been announced that its offer is,
or is likely to be, solely in cash) must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the extent that
these details have previously been disclosed under Rule 8 of the Takeover
Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover
Code applies must be made by no later than 3.30 p.m. (London time) on the
Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Takeover
Code.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk , including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 207 638 0129.

In this summary of certain disclosure requirements of the Takeover Code,
Business Day has the meaning given to it in the Takeover Code.

Publication on a website

A copy of this announcement and the Scheme Document will be made available
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions on Marlowe's website at
 https://www.marloweplc.com/investors/mitie-group-plc-recommended-cash-and-share-offer-for-marlowe-plc/
(file:///C%3A/Users/dcartwri/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/4QVY5L0U/%20https%3A/www.marloweplc.com/investors/mitie-group-plc-recommended-cash-and-share-offer-for-marlowe-plc/)
and Mitie's website at
[https://www.mitie.com/investors/recommended-cash-and-share-offer-for-marlowe-plc/]
by no later than 12.00 noon on the Business Day following the date of this
announcement. For the avoidance of doubt, the contents of these websites are
not incorporated into and do not form part of this announcement.

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