Marlowe Regulatory News (MRL)

9 September 2020

Marlowe plc

Further re Acquisition of William Martin

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Marlowe plc ("Marlowe" or the "Group"), the specialist services group focused on developing companies which assure safety and regulatory compliance, announces that, further to the Group's announcement dated 21 December 2018 and pursuant to the put and call mechanism described therein, Marlowe has settled the deferred consideration for William Martin Compliance Limited ("William Martin").

The total deferred consideration of approximately £3.35 million comprises a cash payment of £1.5 million and the issue of 365,613 new ordinary shares of £0.50 each in the capital of Marlowe ("Consideration Shares"). The Consideration Shares are subject to a lock-in, pursuant to which they may not be sold, transferred or otherwise disposed of at any time prior to 1 May 2021. Save for in certain circumstances, 50% of the Consideration Shares may not be sold, transferred or otherwise disposed of at any time prior to 1 May 2022.

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Application has been made for the Consideration Shares to be admitted to trading on AIM, and it is expected that admission will occur at 8.00 a.m. on or around 14 September 2020. Following admission of the Consideration Shares, the Company's issued ordinary share capital will comprise 54,825,420 ordinary shares, each with voting rights.

Therefore, the figure of 54,825,420 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

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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, compliance software, employment law & HR 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.