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RNS Number : 7698Z
Marlowe PLC
22 May 2019
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT (THE
"ANNOUNCEMENT") IS DEEMED BY THE GROUP TO CONSTITUTE INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (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.
22 May 2019
Marlowe plc
Results of the Placing
Posting of Circular & Notice of General Meeting
Further to the announcement of 21 May 2019 of the acquisition of
Clearwater Group Limited and proposed placing (the "Placing
Announcement"), Marlowe plc ("Marlowe" or the "Group"), the
specialist services group focused on developing companies which
assure safety and regulatory compliance, announces that it has
successfully raised GBP20 million before expenses under the
Placing.
Definitions
Other than where defined, capitalised terms used in this
announcement have the meanings given to them in the Placing
Announcement.
Results of the Placing
Pursuant to the Placing Announcement, the Group is pleased to
announce that a total of 4,694,836 Placing Shares have been
successfully placed in the Group at a price of 426 pence per
Ordinary Share, with institutional investors. The Placing was
oversubscribed. Pursuant to the Placing, the Group has raised gross
proceeds of GBP20 million (net proceeds of approximately GBP19.3
million after expenses).
A total of 3,118,159 Ordinary Shares have been placed pursuant
to the First Placing and a total of 1,576,677 Ordinary Shares have
been placed pursuant to the Second Placing. The issue of the Second
Placing Shares remains subject to, inter alia, the granting by
Shareholders of authorities to the Directors to dis-apply the
pre-emption rights contained within the Articles and to issue the
Second Placing Shares.
Cenkos and Berenberg acted as joint bookrunners in connection
with the Placing.
General Meeting
A General Meeting to consider and approve the Second Placing
will be held at 20 Grosvenor Place, London SW1X 7HN at 11.00 a.m.
on 7 June 2019. A circular convening the General Meeting will be
posted to Shareholders today and will be made available on the
Group's website at www.marloweplc.com.
Recommendation and voting intentions
The Directors believe the Second Placing to be in the best
interests of the Group and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend Shareholders to
vote in favour of the Resolutions as they intend so to do in
respect of their beneficial shareholdings amounting to 11.2 per
cent. of the Existing Ordinary Shares.
Expected Timetable of Principal Events
2019
Posting of the Circular and Form of 22 May
Proxy
First Admission and commencement of 8.00 a.m. on 23 May
dealings of the First Placing Shares
First Placing Shares credited to CREST 23 May
stock accounts
Despatch of definitive share certificates week commencing 3 June
for First Placing Shares
Latest time and date for receipt of 11.00 a.m. on 5 June
Forms of Proxy
General Meeting 11.00 a.m. on 7 June
Second Admission and commencement of 8.00 a.m. on 11 June
dealings of the Second Placing Shares
if the Resolutions being passed
Second Placing Shares credited to CREST 11 June
stock accounts, subject to the Resolutions
being passed
Despatch of definitive share certificates week commencing 17 June
for Second Placing Shares, subject
to the Resolutions being passed
Notes:
(i) References to times above are to London time (unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by the Group via an
announcement to an RIS.
(iii) The timing of the events in the above timetable are
indicative only.
Total Voting Rights
Application has been made for the First 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 23 May 2019. Following Admission of
the First Placing Shares, the Group's issued ordinary share capital
will comprise 43,905,038 Ordinary Shares, none of which are held in
treasury.
Therefore, following Admission of the First Placing Shares, the
total number of Ordinary Shares with voting rights in the Group
will be 43,905,038, 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.
Application will be made for the Second Placing Shares to be
admitted to trading on AIM following the General Meeting.
For further information:
Marlowe plc www.marloweplc.com
Alex Dacre, Chief Executive Tel: +44 (0) 203 841
6194
Mark Adams, Group Finance Director IR@marloweplc.com
Cenkos Securities plc (Nominated Adviser & Joint Broker)
Nicholas Wells Tel: +44 (0)20 7397
8900
Ben Jeynes
Harry Hargreaves
Berenberg (Joint Broker)
Ben Wright Tel: +44 (0)20 3207
7800
Mark Whitmore
FTI Consulting
Nick Hasell Tel: +44 (0)20 3727
1340
Alex Le May
About Marlowe plc
Marlowe is a UK leader in specialist services which assure the
safety and regulatory compliance of commercial properties, whilst
managing risk for businesses across the country. The Group was
formed to create sustainable shareholder value through the
acquisition and development of businesses that provide regulated
inspection, testing and compliance services. It is focused on
health & safety, fire safety, security, water safety, water
treatment, air quality and environmental 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 10% of Britain's commercial properties and is
increasingly attractive to customers who require a single
outsourced, nationwide, provider of a comprehensive range of
regulated safety services. Our customers can be found in most
office complexes, high streets & leisure facilities,
manufacturing plants and industrial estates, and include SMEs,
local authorities, facilities management providers, multi-site NHS
trusts and FTSE 100 companies.
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END
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