Marlowe Regulatory News (MRL)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA OR JAPAN.

THE INFORMATION CONTAINED WITHIN THIS 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.

29 October 2020

Marlowe plc

("Marlowe" or the "Group")

Results of the Placing

Further to the announcement of 28 October 2020 of the acquisition of Ellis Whittam and a proposed placing (the "Placing Announcement"), Marlowe announces that it has successfully raised approximately £30 million before expenses under the Placing, which was oversubscribed. The Placing Price of 547 pence per share represents a nil discount to the closing price on 28 October 2020.

A total of 5,441,376 Placing Shares were placed with institutional investors, conditional on Admission. Pursuant to the Placing, the Group has raised net proceeds of approximately £29 million after expenses. The issue of the Placing Shares is not subject to shareholder approval.

Cenkos and Berenberg acted as lead bookrunners in connection with the Placing, and Stifel acted as bookrunner. Berenberg acted as sole underwriter in connection with the Placing.

Application has been made for the 5,441,376 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 3 November 2020. Following Admission of the Placing Shares, the Group's issued ordinary share capital will comprise 60,266,796 Ordinary Shares, none of which are held in treasury.

Therefore, following Admission of the Placing Shares, the total number of Ordinary Shares with voting rights in the Group will be 60,266,796, 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.

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

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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 safety and compliance services. It is focused on health & safety, compliance software, employment law & HR compliance, fire safety, security, water treatment & air hygiene 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 thousands of SMEs, local authorities, facilities management providers, multi-site NHS trusts and FTSE 100 companies.

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 into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, 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 not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia (save to professional investors and sophisticated investors), Japan or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions").

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Group's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority ("FCA"), the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Cenkos and Stifel, each of which are 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.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.