LONDON (Alliance News) - Investment vehicle Marlowe Holdings Ltd on Monday said it has struck an acquisition agreement, raised funds through a subscription in which its directors participated, and said will change its name to Marlowe PLC.
The company has agreed to pay GBP13.0 million to acquire fire protection and security systems provider Swift, the first step in its strategy of creating a critical asset maintenance services provider.
Marlowe will pay GBP9.5 million in cash in two tranches, with the rest to be covered by the issue of 3.5 million shares.
Following the acquisition, it will merge with Marlowe PLC, a newly-incorporated company in the UK. Marlowe Holdings shares will be cancelled from AIM, with Marlowe PLC shares replacing them. Marlowe expects this to occur around the end of March, when the merger will complete.
Nigel Jackson, the managing director of Swift, will then join Marlowe as an executive director.
In addition, the company said it has raised GBP3.0 million through an oversubscribed share subscription, issuing 3.0 million shares at 100.00 pence per share. Shares in Marlowe are currently suspended from trading.
The subscription was underwritten by Talisman Holdings Ltd, a company owned by Lord Ashcroft, the former Conservative Party treasurer who owns more than half of Marlowe.
In addition, a number of directors have participated in the issue, with Chief Executive Alex Dacre buying 170,000 shares, Finance Director Derek O'Neill buying 250,000 shares, Independent Non-Executive Director Charles Skinner buying 75,000 shares and fellow Independent Non-Executive Director Peter Gaze 232,000 shares.
The subscription will be used in part to cover some of the Swift consideration, along with working capital. The group also said it was in advanced talks to secure GBP4.5 million in debt from a group of commercial banks.
"The acquisition of Swift is the first step for Marlowe as we start to build a leading support services company focussed on critical asset maintenance services," said CEO Dacre.
"I am confident that Swift will form the foundation of a dynamic business-to-business service group as we look to enhance shareholder value and generate consistent returns," he added.
By Sam Unsted; samunsted@alliancenews.com; @SamUAtAlliance
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Marlowe (MRL)