Results of the Placing

RNS Number : 2663R

Marlowe PLC

26 June 2020

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") IS DEEMED BY THE GROUP TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (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.

26 June 2020

Marlowe plc

Results of the Placing

Further to the announcement of 26 June 2020 of the acquisition of Elogbooks and the proposed placing to raise a minimum of £35 million (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, following significant investor demand, it has successfully raised £40 million before expenses under the Placing. The Placing Price of 478 pence per share represents a nil discount to the closing price on 25 June 2020.

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 8,368,200  Placing Shares have been successfully placed at a price of 478 pence per Ordinary Share, with institutional investors. The Placing was significantly oversubscribed. Pursuant to the Placing, the Group has raised gross proceeds of £40 million (net proceeds of approximately £39 million after expenses).

A total of 4,410,430 Ordinary Shares have been placed pursuant to the First Placing and a total of  3,957,770  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 lead bookrunners in connection with the Placing, and Stifel acted as bookrunner.

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 15 July 2020. A circular convening the General Meeting is expected to be posted to Shareholders on 29 June 2020 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.

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

Expected Timetable of Principal Events

	2020
Announcement of the Acquisition and Placing	7.00 a.m. on 26 June
Latest time for announcement of the results of the Placing	3.00 p.m. on 26 June
Posting of the Circular and Form of Proxy	29 June
First Admission and commencement of dealings of the First Placing Shares	8.00 a.m. on 30 June
First Placing Shares credited to CREST stock accounts	30 June
Despatch of definitive share certificates for First Placing Shares	week commencing 6 July
Latest time and date for receipt of Forms of Proxy	11.00 a.m. on 13 July
General Meeting	11.00 a.m. on 15 July
Second Admission and commencement of dealings of the Second Placing Shares if the Resolutions being passed	8.00 a.m. on 17 July
Second Placing Shares credited to CREST stock accounts, subject to the Resolutions being passed	17 July
Despatch of definitive share certificates for Second Placing Shares, subject to the Resolutions being passed	week commencing 20 July

Notes:

(i)  References to times 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 30 June 2020. Following Admission of the First Placing Shares, the Group's issued ordinary share capital will comprise 50,455,989 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 50,455,989, 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: [phone]
Mark Adams, Group Finance Director	[e-mail]
Cenkos Securities plc - Nominated Adviser, Joint Broker & Lead Bookrunner
Nicholas Wells	Tel: [phone]
Ben Jeynes
Harry Hargreaves
Joh. Berenberg, Gossler & Co. KG, London Branch - Joint Broker & Lead Bookrunner
Mark Whitmore Ben Wright	Tel: [phone]
Yudith Karunaratna
Stifel Nicolaus Europe Limited - Bookrunner
Matthew Blawat   Tel: [phone] Francis North
FTI Consulting
Nick Hasell	Tel: [phone]
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.

Cenkos and Stifel, each of which is authorised and regulated in the United Kingdom by the FCA, and Berenberg, which is authorised and regulated by the Federal Financial Supervisory Authority in Germany and subject to limited regulation   in the UK by the Financial Conduct Authority, are acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos, Stifel and Berenberg or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

 

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