Marlowe Regulatory News (MRL)

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Marlowe plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Fifth Floor

55 King Street

Manchester

M2 4LQ

COUNTRY OF INCORPORATION:

UK

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.marloweplc.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Marlowe plc ("Company" or "Marlowe") is a newly incorporated, UK-domiciled company which intends to merge with Marlowe Holdings Limited ("MHL"). MHL was admitted to trading on AIM in 2007 as a company established for the purpose of making investments in publicly traded or private companies. It is proposed that MHL should merge with Marlowe ("Merger") so that the ultimate holding company of Marlowe and its subsidiaries is a UK company, and that Marlowe should then be admitted to trading on AIM.

Marlowe has conditionally agreed subject, inter alia, to the completion of the Merger, to acquire Fire & Security (Group) Limited ("Swift"), one of the UK's leading national fire protection and security systems service providers. Subject to the completion of the acquisition, the provision of national fire protection and security systems services in the UK will be the substance of the Company's business going forward.

Swift was founded in 1982 by Nigel Jackson, a founding shareholder and the Managing Director who will join the board of Marlowe plc. Swift has a broad range of capabilities to design, install and service fire protection & security solutions.

The acquisition of Swift represents the first step towards building a dynamic business-to-business service group. The Directors intend to make further strategic acquisitions in the future. The Board has identified a number of companies which they believe are complementary to Swift and, if acquired, would enhance the market position of Swift. The potential acquisitions would also position the Company to develop a presence in other support service sectors which are complementary to the services provided by Swift.

The Company's main country of operation is the United Kingdom.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

The issued ordinary share capital to be admitted to trading on AIM at admission on 31 March 2016 will be 21,084,999 ordinary shares of 50 pence each, consisting of:

1) 1 existing ordinary share;

2) 14,584,998 new ordinary shares to be admitted pursuant to the Merger, which will be issued to existing MHL shareholders;

3) 3,000,000 new ordinary shares issued pursuant to a subscription to raise £3,000,000; and

4) 3,500,000 new ordinary shares to be issued as vendor consideration

The ordinary shares are freely transferable.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Gross proceeds of the Subscription: £3,000,000

Market capitalisation at admission at the Issue Price: £21,084,999

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

15.38%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Alexander Dacre - Chief Executive

Derek O'Neill - Interim Chairman and Finance Director

Charles Skinner - Non-executive Director

Peter Gaze - Non-executive Director

Nigel Jackson - Proposed Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

It is intended that MHL will merge with Marlowe shortly prior to Admission. On Admission shareholders in MHL will receive shares in Marlowe in exchange for their holdings in MHL.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 March

(ii) Audited financial information for Swift to 31 May 2015. Audited and unaudited financial information for Marlowe to 30 September 2015

(iii) 30 September 2016, 31 December 2016, 30 September 2017

EXPECTED ADMISSION DATE:

31 March 2016

NAME AND ADDRESS OF NOMINATED ADVISER:

Cenkos Securities plc

6.7.8 Tokenhouse Yard

London

EC2R 7AS

NAME AND ADDRESS OF BROKER:

Cenkos Securities plc

6.7.8 Tokenhouse Yard

London

EC2R 7AS

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Cenkos Securities plc

6.7.8 Tokenhouse Yard

London

EC2R 7AS

DATE OF NOTIFICATION:

9 March 2016

NEW/ UPDATE:

New