Marlowe Regulatory News (MRL)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANYOTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

13 July 2018

Marlowe plc

Placing to raise £20 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 £20 million. The Placing Proceeds will be used to support Marlowe's acquisition-led growth strategy.

The Placing will raise gross proceeds of approximately £20 million before expenses through the issue of 4,210,000 new ordinary shares of 50 pence each (the "Placing Shares") at 475 pence per share (the "Issue Price") to certain new and existing investors. The Placing was oversubscribed and the Issue Price represents a discount of approximately 9.1 per cent. to the closing mid-market price of 522.5 pence per share on Thursday 12 July 2018.

Application will be made for the Placing Shares to be admitted to trading on AIM at 8.00 a.m. on 18 July 2018. Following admission of the Placing Shares, the Company's issued ordinary share capital will comprise 38,727,425 Ordinary Shares, each with voting rights.

Alex Dacre, Chief Executive of Marlowe plc, commented: 

"The fragmented service sectors that our businesses occupy offer significant opportunities for further growth through acquisition. The proceeds from this £20 million placing will provide us with additional resources to continue strengthening our market share across the regulated service sectors on which we are focused."

For further information:

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 engage closely with a number of bolt-on acquisition targets with revenues of £2-15 million primarily within the scope of its existing operating divisions of Fire Protection & Security Systems ("Fire & Security") and Water Treatment & Air Quality ("Water & Air"), and believes that there will be further opportunities for consolidation in these markets over the coming 12 months. In addition, the Board may seek to make acquisitions in adjacent service markets which share the same channel to market with its existing operating divisions.

Should a sufficient proportion of the Company's pipeline opportunities complete successfully, the Board expects the Placing to be earnings enhancing within 6 months. The proceeds of the Placing will also provide Marlowe with additional working capital for the business going forward.

The Placing and Placing Agreement

The Company will raise up to £20 million in gross proceeds (approximately £19 million net of expenses) through the Placing of the Placing Shares at the Issue Price through Cenkos Securities plc ("Cenkos") and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"). The Placing Shares will be issued under the Company's existing authorities.

The Placing is not underwritten. The Placing Agreement contains certain customary warranties and indemnities from the Company in favour of Cenkos and Berenberg 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 18 July 2018 for the Placing Shares.

The Placing Agreement provisions which enable Cenkos and Berenberg 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 £19 million will be used to:

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

· provide additional working capital for the Group.

This Announcement should be read in its entirety. In particular, investors should read and understand the information provided in the "Important Notice" section of this Announcement.

Important Notice

Cenkos Securities PLC ("Cenkos") is authorised and regulated by the Financial Conduct Authority. Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), is authorised by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation in the United Kingdom by the Financial Conduct Authority. Each of Cenkos and Berenberg is acting solely for the Company in relation to the Placing and no-one else and neither Cenkos nor Berenberg will be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada or Japan or any other jurisdiction into which the publication or distribution would be unlawful.

This announcement is for information purposes only and does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares in the United States or to US Persons (as such term is defined in the Securities Act, Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

No public offering of the shares referred to in this announcement is being made in Australia, Canada or Japan or any other jurisdiction in which such public offering would be unlawful.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution or reproduction of this announcement may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.

These forward-looking statements speak only as at the date of this document. Save as required by applicable law or regulation, including the AIM Rules, none of the Company, Cenkos or Berenberg or their respective directors, partners, employees, agents or advisers undertakes any obligation to update or revise any forward-looking or other statements, whether as a result of any change in or to reflect events, conditions or circumstances after the date of this announcement or otherwise.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by, Cenkos, Berenberg or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The contents of this announcement are not to be construed as legal, financial or tax advice. Investors should consult with their own advisers as to legal, tax, business and related aspects of an acquisition of Placing Shares.

This announcement is addressed only to and directed only at: (a) persons in the United Kingdom who are 'Qualified Investors' falling within the meaning of article 2(1)(e) of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in the UK) who (i) have professional experience in matters relating to investments falling within article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) fall within article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc") of the Order; or (b) persons to whom it may otherwise be lawfully communicated (all such persons in contemplated in (a) or (b) together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relates is available only to and will be engaged in only with Relevant Persons.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in or forms part of this announcement.

Notice to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market, Assessment, Cenkos and Berenberg are only procuring investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability of appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.