REG - MITIE Group PLC - Rule 2.9 Announcement

MITIEAnnouncement

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RNS Number : 4771P  MITIE Group PLC  02 July 2025

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

FOR IMMEDIATE RELEASE

02 July 2025

MITIE GROUP PLC

(the "Company")

Rule 2.9 Announcement

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the
"Takeover Code"), the Company confirms that, as at the date and time of this
announcement, it had in issue 1,261,540,940 ordinary shares of 2.5 pence each,
each carrying one vote. The Company holds 4,831,880 shares in treasury. The
total number of voting rights in the Company is therefore 1,256,709,060.
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the circular published in relation to the
Scheme on 23 June 2025 (the "Scheme Document").

The International Securities Identification Number for the Company's ordinary
shares is GB0004657408.

 

Enquiries:

 Mitie
 Peter Dickinson, Chief Legal Officer                      +44 776 821 5013

 Kate Heseltine, Group IR and Corporate Finance Director   +44 738 443 9112

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

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

 Louise Campbell

 Linklaters LLP is retained as legal adviser to Mitie.

Further information

This announcement is not intended to, and does not, constitute or form part of
any offer or invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any vote or
approval in relation to the Acquisition or otherwise, in any jurisdiction in
which such offer, invitation or solicitation is unlawful.

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

The Acquisition is being made solely pursuant to the terms of the Scheme
Document which (together with the Forms of Proxy and Form of Election)
contains the full terms and conditions of the Acquisition.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

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

Important notices about financial adviser

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
financial adviser to Mitie and no one else in connection with the Acquisition
and will not be responsible to anyone other than Mitie for providing the
protections afforded to clients of Lazard nor for providing advice in relation
to the Acquisition or any other matters 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.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
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 prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror 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. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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.

 

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).

 

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. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

 

 

 

 

 

 

 

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