TIDMMRL
RNS Number : 2663R
Marlowe PLC
26 June 2020
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT (THE
"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.
26 June 2020
Marlowe plc
Results of the Placing
Further to the announcement of 26 June 2020 of the acquisition
of Elogbooks and the proposed placing to raise a minimum of GBP35
million (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, following significant investor demand, it has successfully
raised GBP40 million before expenses under the Placing. The Placing
Price of 478 pence per share represents a nil discount to the
closing price on 25 June 2020.
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 8,368,200 Placing Shares have been
successfully placed at a price of 478 pence per Ordinary Share,
with institutional investors. The Placing was significantly
oversubscribed. Pursuant to the Placing, the Group has raised gross
proceeds of GBP40 million (net proceeds of approximately GBP39
million after expenses).
A total of 4,410,430 Ordinary Shares have been placed pursuant
to the First Placing and a total of 3,957,770 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 lead bookrunners in connection
with the Placing, and Stifel acted as bookrunner.
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 15 July 2020. A circular convening the General Meeting is
expected to be posted to Shareholders on 29 June 2020 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.
Other than where defined, capitalised terms used in this
announcement have the meanings given to them in the Placing
Announcement.
Expected Timetable of Principal Events
2020
Announcement of the Acquisition and Placing 7.00 a.m. on 26 June
Latest time for announcement of the results 3.00 p.m. on 26 June
of the Placing
Posting of the Circular and Form of Proxy 29 June
First Admission and commencement of dealings 8.00 a.m. on 30 June
of the First Placing Shares
First Placing Shares credited to CREST 30 June
stock accounts
Despatch of definitive share certificates week commencing 6
for First Placing Shares July
Latest time and date for receipt of Forms 11.00 a.m. on 13
of Proxy July
General Meeting 11.00 a.m. on 15
July
Second Admission and commencement of dealings 8.00 a.m. on 17 July
of the Second Placing Shares if the Resolutions
being passed
Second Placing Shares credited to CREST 17 July
stock accounts, subject to the Resolutions
being passed
Despatch of definitive share certificates week commencing 20
for Second Placing Shares, subject to July
the Resolutions being passed
Notes:
(i) References to times 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 30 June 2020. Following Admission
of the First Placing Shares, the Group's issued ordinary share
capital will comprise 50,455,989 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 50,455,989, 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 &
Lead Bookrunner
Nicholas Wells Tel: +44 (0)20 7397
8900
Ben Jeynes
Harry Hargreaves
Joh. Berenberg, Gossler & Co. KG, London Branch - Joint Broker
& Lead Bookrunner
Mark Whitmore Tel: +44 (0)20 3207
Ben Wright 7800
Yudith Karunaratna
Stifel Nicolaus Europe Limited - Bookrunner
Matthew Blawat Tel: +44 (0)20 7710 7600
Francis North
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.
Cenkos and Stifel, each of which is 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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