MARLOWE PLC — Regulatory Filings 2019

May 22, 2019

National Storage Mechanism | Additional information

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RNS Number : 7698Z

Marlowe PLC

22 May 2019

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") IS DEEMED BY THE GROUP TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

22 May 2019

Marlowe plc

Results of the Placing

Posting of Circular & Notice of General Meeting

Further to the announcement of 21 May 2019 of the acquisition of Clearwater Group Limited and proposed placing (the "Placing Announcement"), Marlowe plc ("Marlowe" or the "Group"), the specialist services group focused on developing companies which assure safety and regulatory compliance, announces that it has successfully raised £20 million before expenses under the Placing.

Definitions

Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Placing Announcement.

Results of the Placing

Pursuant to the Placing Announcement, the Group is pleased to announce that a total of 4,694,836 Placing Shares have been successfully placed in the Group at a price of 426 pence per Ordinary Share, with institutional investors. The Placing was oversubscribed. Pursuant to the Placing, the Group has raised gross proceeds of £20 million (net proceeds of approximately £19.3 million after expenses).

A total of 3,118,159 Ordinary Shares have been placed pursuant to the First Placing and a total of 1,576,677 Ordinary Shares have been placed pursuant to the Second Placing. The issue of the Second Placing Shares remains subject to, inter alia, the granting by Shareholders of authorities to the Directors to dis-apply the pre-emption rights contained within the Articles and to issue the Second Placing Shares.

Cenkos and Berenberg acted as joint bookrunners in connection with the Placing.

General Meeting

A General Meeting to consider and approve the Second Placing will be held at 20 Grosvenor Place, London SW1X 7HN at 11.00 a.m. on 7 June 2019. A circular convening the General Meeting will be posted to Shareholders today and will be made available on the Group's website at www.marloweplc.com.

Recommendation and voting intentions

The Directors believe the Second Placing to be in the best interests of the Group and its Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions as they intend so to do in respect of their beneficial shareholdings amounting to 11.2 per cent. of the Existing Ordinary Shares.

Expected Timetable of Principal Events

	2019
Posting of the Circular and Form of Proxy	22 May
First Admission and commencement of dealings of the First Placing Shares	8.00 a.m. on 23 May
First Placing Shares credited to CREST stock accounts	23 May
Despatch of definitive share certificates for First Placing Shares	week commencing 3 June
Latest time and date for receipt of Forms of Proxy	11.00 a.m. on 5 June
General Meeting	11.00 a.m. on 7 June
Second Admission and commencement of dealings of the Second Placing Shares if the Resolutions being passed	8.00 a.m. on 11 June
Second Placing Shares credited to CREST stock accounts, subject to the Resolutions being passed	11 June
Despatch of definitive share certificates for Second Placing Shares, subject to the Resolutions being passed	week commencing 17 June

Notes:

(i)    References to times above are to London time (unless otherwise stated).

(ii)   If any of the above times or dates should change, the revised times and/or dates will be notified by the Group via an announcement to an RIS.

(iii)  The timing of the events in the above timetable are indicative only.

Total Voting Rights

Application has been made for the First Placing Shares to be admitted to trading on AIM, and it is expected that Admission will occur at 8.00 a.m. on or around 23 May 2019. Following Admission of the First Placing Shares, the Group's issued ordinary share capital will comprise 43,905,038 Ordinary Shares, none of which are held in treasury.

Therefore, following Admission of the First Placing Shares, the total number of Ordinary Shares with voting rights in the Group will be 43,905,038, which 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, the Group under the FCA's Disclosure Guidance and Transparency Rules.

Application will be made for the Second Placing Shares to be admitted to trading on AIM following the General Meeting.

For further information:

Marlowe plc	www.marloweplc.com
Alex Dacre, Chief Executive	Tel: +44 (0) 203 841 6194
Mark Adams, Group Finance Director	IR@marloweplc.com
Cenkos Securities plc (Nominated Adviser & Joint Broker)
Nicholas Wells	Tel: +44 (0)20 7397 8900
Ben Jeynes
Harry Hargreaves
Berenberg (Joint Broker)
Ben Wright	Tel: +44 (0)20 3207 7800
Mark Whitmore
FTI Consulting
Nick Hasell	Tel: +44 (0)20 3727 1340
Alex Le May

About Marlowe plc

Marlowe is a UK leader in specialist services which assure the safety and regulatory compliance of commercial properties, whilst managing risk for businesses across the country. The Group was formed to create sustainable shareholder value through the acquisition and development of businesses that provide regulated inspection, testing and compliance services. It is focused on health & safety, fire safety, security, water safety, water treatment, air quality and environmental services - all of which are vital to the wellbeing of its customers operations and are invariably governed by regulation. Marlowe currently provides services to over 10% of Britain's commercial properties and is increasingly attractive to customers who require a single outsourced, nationwide, provider of a comprehensive range of regulated safety services. Our customers can be found in most office complexes, high streets & leisure facilities, manufacturing plants and industrial estates, and include SMEs, local authorities, facilities management providers, multi-site NHS trusts and FTSE 100 companies.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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