Mitie Regulatory News (MTO)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE.

1 December 2020

LEI number: 213800MTCLTKEHWZMJ03

MITIE GROUP PLCANNOUNCEMENT OF admission of the consideration shares to listing on the official list and to trading on the london stock exchange and clarification of cash consideration

Further to the announcement by Mitie Group plc ("Mitie" or the "Company") on 25 June 2020 relating to the proposed acquisition of Interserve Facilities Management (the "Acquisition"), the announcement of the final terms of the Acquisition and approval and publication of the combined prospectus and class-1 circular ("Prospectus") on 4 November 2020, the announcement by Mitie on 23 November 2020 of the results of the general meeting held in connection with the Acquisition and the announcement on 30 November 2020 in relation to the completion of the Acquisition, Mitie is pleased to announce that 248,396,183 new ordinary shares (the "Consideration Shares") were admitted to listing on the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange's main market for listed securities ("Admission") at 8:00 a.m. (London time) today. The Consideration Shares have been allotted to How Group Limited and, pursuant to the terms of the Share Box Agreement (as defined in the Prospectus), Project County SPV 1 Designated Action Company as part of the consideration for the Acquisition, with completion of the Acquisition having occurred on 30 November 2020.

The total consideration for the Acquisition comprised 248,396,183 Consideration Shares and a cash consideration of £120,000,000. The actual cash payment made at completion was £105,014,556 being the £120,000,000 cash consideration adjusted for the estimated debt, debt like items and working capital as at the completion date (to be validated by a completion accounts process).

For further information, please contact:

Mitie Group plc 

Fiona Lawrence, Mitie Investor Relations +44 (0) 7808727500

Fiona.LawrenceIR@mitie.com

Evercore +44 (0) 20 7653 6000(Financial Adviser to Mitie)

Bernard Taylor

Julian Oakley

Wladimir Wallaert

Jefferies International Limited +44 (0) 20 7029 8000(Sponsor and Joint Corporate Broker to Mitie)

Ed Matthews

Philip Noblet

Paul Bundred

William Brown

IMPORTANT NOTICE

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document.

NOTICE TO ALL INVESTORS

Jefferies International Limited (the "Sponsor"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as Sponsor for the Company and no one else in connection with the matters described in this announcement and will not regard any other person as a client in relation to the Acquisition and the Consideration Shares and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any person in relation to the Acquisition or the Consideration Shares, or any matters referred to in this announcement.

Neither the Sponsor, nor any of its respective subsidiaries, branches or affiliates, nor any of their respective directors, officers or employees accepts any responsibility or liability whatsoever for the contents of this announcement, (or whether any information has been omitted from the announcement), or makes any representation or warranty, express or implied, as to its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Acquisition or the Consideration Shares, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss arising from any use of this announcement or its contents or otherwise arising in connection therewith. Subject to applicable law, the Sponsor accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Neither the Sponsor, nor any of its respective subsidiaries, branches or affiliates, nor any of their respective directors, officers or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of the Sponsor in connection with the Acquisition, the Consideration Shares, this announcement, any statement contained herein, or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA in the UK, is acting exclusively as financial adviser to the Company and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. 

Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the matters described in this document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.