Mitie Regulatory News (MTO)

24 August 2016

Mitie Group plc

Mitie celebrates success of three Mitie model businesses

Mitie announces today that it has purchased employee minority shareholdings of three of its successful 'Mitie Model' businesses.

Mitie, which stands for Management Incentive Through Investment Equity, has been partnering with entrepreneurs to grow British businesses for over 25 years and has supported over 100 start-up businesses using the Mitie Model.

Ruby McGregor-Smith CBE, Chief Executive of Mitie, said: "I am delighted with the progress of these three businesses, which have contributed to the development and innovation of our group."

"We see the Mitie Model as a differentiator in attracting talented people to support our growth aspirations."

Transaction details:

Mitie Group plc (Mitie) today agreed to purchase certain minority shareholdings of three Mitie subsidiary companies: Mitie Care and Custody Limited ("MCCL"), Mitie Business Services UK Limited ("MBSUKL") and Mitie Technical Facilities Management Limited ("MTFML") in accordance with the respective articles of association and shareholders' agreements of those companies. 

The total maximum consideration for all three purchases amounts to £16.1m. This will be satisfied as to £1.4m in cash and as to the remaining £14.7m by the issue of 6,015,255 new ordinary shares of 2.5p each in Mitie (the 'New Mitie Shares'), valued at 244.38 pence per share. This is the average of the closing middle market price for the five banking days immediately preceding 26 July 2016. Earlier in this financial year, Mitie purchased its own shares in the market to offset this share issue. The purchased shares were cancelled following their acquisition.

As a result of these acquisitions Mitie will own 100% of the issued share capital of MBSUKL and MTFML, and 93.14% of the issued share capital of MCCL.

The shareholdings to be purchased, primarily held by certain of the employees and senior management of the relevant subsidiary companies, are detailed below:

- MCCL-27.42% of the issued share capital, comprising 170,022 B ordinary shares of £0.01 each, for a consideration of £3.2m. The consideration will be satisfied by £0.3m in cash and £2.9m by the issue of 1,176,798 new Mitie Shares;

- MBSUKL - 27.29% of the issued share capital, comprising 116,000 B ordinary shares of £0.01 each, for a consideration of £0.8m. The consideration will be satisfied by £0.1m in cash and £0.7m by the issue of 275,428 new Mitie Shares; and

- MTFML - 8.93% of the issued share capital, comprising 952,000 B ordinary shares of £0.01 each, for a consideration of £12.1m. The consideration will be satisfied by £1.0m in cash and £11.1m by the issue of 4,563,029 new Mitie Shares.

The selling shareholders of each of the relevant subsidiary companies have given Mitie certain warranties and, where appropriate, assurances relating to past and future performance. Where applicable, the Mitie shares issued as consideration are held in safe custody and may be sold to meet any claims that Mitie may have in the future in relation to those warranties and assurances.

Application will be made shortly to the UK Listing Authority and the LSE for the relevant New Mitie Shares to be admitted to the Official List and to trading on the LSE. All new Mitie Shares issued will rank pari passu with existing ordinary Mitie shares. However the new Mitie Shares issued in respect of MCCL, MBSUKL and MTFML will have a trading restriction applied until 24 August 2018. It is expected that admission of the new Mitie Shares to the Official List will become effective by mid-September.

-Ends-

For further information, contact:

John Telling

Group Corporate Affairs Director, Mitie Group plc

T: +44 (0)20 3123 8673 M: +44 (0)7979 701006 E: john.telling@mitie.com

Lauren Hepburn

Investor and Public Relations Manager, Mitie Group plc

T: +44 (0)20 3123 8720 M: +44 (0)7469 405426 E: lauren.hepburn@mitie.com

Notes for editors

What is Mitie?

Mitie provides facilities management, consultancy, project management and a range of specialist services. Bringing together our people, innovation and technology we help our clients create better places to live and work by looking after their facilities, their energy needs and the people they're responsible for.

We are all about doing the right thing, developing our teams to excel, challenging how things are done and inspiring people to work together

Find out more at www.mitie.com