Marlowe Regulatory News (MRL)

31 March 2020

Marlowe plc

Disposal of non-core activities

Marlowe plc ("Marlowe" or the "Group"), the specialist services group focused on developing companies which assure safety and regulatory compliance, announces that is has divested of non-core activities within its Air Quality business for a consideration of up to £7.0 million.

The non-core activities, primarily non-recurring asbestos remediation project work, were acquired in July 2017 as a part of the acquisition of Ductclean (UK) Limited ("DCUK"), which carried out one-off projects alongside its core ventilation hygiene and air quality business. The Group is retaining all ventilation hygiene and air quality activities and will continue to provide recurring asbestos consultancy services. The divestiture of the non-recurring elements of DCUK is in line with the Group's focus on businesses with recurring, contracted revenues.

In the year ended 31 March 2019, the activities that are the subject of the divestment generated revenues of £18.6 million, EBITDA of £0.6 million and, as at the period end, had net assets of approximately £3.5 million. The disposal is expected to be accretive to the Group's operating margin.

The total consideration of up to £7.0 million includes £1.5 million cash received at completion, a deferred cash consideration of £3.5 million and a further £2.0 million contingent on the date by which the full consideration is settled. The minimum total consideration is £5.0 million. The proceeds of the sale will be used for general corporate purposes.

Alex Dacre, Chief Executive of Marlowe plc, said:

"Divesting of this non-core part of DCUK enhances our quality of earnings by reducing our exposure to non-recurring project related revenues in line with our strategy which is focused on recurring, non-discretionary services in regulated safety & compliance sectors."

Related Party Transaction

The acquirer of the Group's non-core air quality activities, Nigel Jones, was a director of DCUK prior to completion of the disposal and therefore, as a director of a subsidiary of the Group, is deemed to be a related party of Marlowe pursuant to rule 13 of the AIM Rules for Companies. Accordingly, the disposal constitutes a related party transaction.

The directors of Marlowe consider, having consulted with Cenkos Securities plc as the Company's nominated adviser, that the terms of the disposal are fair and reasonable insofar as the Group's shareholders are concerned.

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About Marlowe plc

Marlowe is a UK leader in specialist services which assure safety and regulatory compliance, whilst managing risk for businesses across the country. The company 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, employment law compliance, fire safety, security, water treatment & hygiene, air quality and occupational health 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 15% of Britain's commercial premises and is increasingly attractive to customers who require a single outsourced, nationwide, provider of a comprehensive range of regulated compliance and 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.