Placing to raise approximately £10 million

RNS Number : 5127R

Marlowe PLC

12 December 2016

 

12 December 2016

Marlowe plc

Placing to raise approximately £10 million

Marlowe plc ("Marlowe", the "Company" or the "Group"), the support services group focused on acquiring and developing companies that provide critical asset maintenance services, today announces a Placing to raise approximately £10 million. The Placing Proceeds will be used to support Marlowe's acquisition-led growth strategy.

The Placing will raise approximately £10 million before expenses through the issue of 3,450,000 new ordinary shares of 50 pence each (the "Placing Shares") at 290 pence per share (the "Issue Price") to certain existing and new investors. The Placing was oversubscribed and the Issue Price is equal to the mid-market closing price per share of 290 pence on Friday 9 December 2016.

Application will be made for the Placing Shares to be admitted to trading on AIM at 8.00 a.m. on 16 December 2016. Following admission of the Placing Shares, the total number of voting rights in the Company is expected to be 30,916,995.

Alex Dacre, Chief Executive of Marlowe plc, commented:

"We are pleased by the strong level of support we have received in this fundraising, and in particular to have attracted several major institutional investors as new shareholders. The funds raised from this placing will provide us with resources to continue to add scale to Marlowe through our acquisition-led growth strategy and to generate further strong returns for investors."

For further information:

Marlowe plc	www.marloweplc.com
Alex Dacre, Chief Executive	Tel: [phone]
	[e-mail]
Cenkos Securities plc (Nominated Adviser and Broker)
Nicholas Wells Elizabeth Bowman	Tel: [phone]
FTI Consulting
Nick Hasell	Tel: [phone]
Alex Le May

About Marlowe plc

Marlowe is an AIM-listed company formed to create sustainable shareholder value through the acquisition and development of businesses that provide critical asset maintenance services in the UK.  It is focused on fire protection, security systems and water treatment services - which are essential to its customers' operations and invariably governed by regulation, and where customers require a single specialist outsourced provider with nationwide coverage. Our customers can be found on most high streets, in office complexes and industrial estates, and include SMEs, local authorities, facilities management providers, multi-site NHS trusts and FTSE 100 companies.

The information contained within the announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

Background to and reasons for the Placing

The Board continues to review a significant number of potential acquisition targets within the fire protection, security systems and water treatment services segments, and aims to take advantage of further opportunities for consolidation in these markets over the coming 12 months. In the longer term, the Board will also look to explore adjacent service markets which share the same channel to market. The Placing will also provide Marlowe with additional working capital for the business going forward.

The Placing and Placing Agreement

The Company will raise approximately £10 million gross proceeds (approximately £9.7 million net of expenses) through the Placing of the Placing Shares at the Issue Price through Cenkos Securities plc ("Cenkos"). The Placing Shares will be issued under the Company's existing authorities.

The Placing is not underwritten. The Placing Agreement contains certain warranties and indemnities from the Company in favour of Cenkos and is conditional, inter alia, upon:

(a) the Placing Agreement having become unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission; and

(b) Admission becoming effective not later than 8.00 a.m. on 16 September 2016 for the Placing Shares.

The Placing Agreement contains customary warranties and an indemnity from the Company in favour of Cenkos together with provisions which enable Cenkos to terminate the Placing Agreement in certain circumstances prior to Admission (as applicable), including where any warranties are found to be untrue, inaccurate or misleading in any material respect or in the event of a material adverse change in the financial position or prospects of the Group in the context of the Placing or Admission.

Use of proceeds of the Placing

The net proceeds of the Placing of approximately £10 million will be used to:

·     provide funds for further acquisitions as part of Marlowe's ongoing buy-and-build strategy; and

·     provide working capital for the Group.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Placing	12 December 2016
Admission and commencement of dealings in the Placing Shares	8.00 a.m. on 16 December 2016
Placing Shares credited to CREST stock accounts	16 December 2016
Despatch of definitive share certificates for Placing Shares	week commencing 19 December 2016

Notes:

(i)     References to times in this Document 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 an announcement to an RIS.

 

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