Announcement • Aug 04
Marlowe plc Announces Board Changes, Effective 4 August 2025 As the Scheme has now become Effective, Marlowe plc announced that, as of 4 August 2025, Lord Ashcroft KCMG PC, Adam Councell, Rachel Addison, Gillian Kent, Peter Gaze and Julia Robertson have stepped down from the Marlowe Board, and Peter Dickinson, Katherine Woods, Matthew Peacock and Peter Young have been appointed to the Marlowe Board. Announcement • Jun 25
Marlowe Expects Cancelation of Shares Listing from AIM On 5 June 2025, the boards of directors of Marlowe plc and Mitie Group Plc announced that they had reached agreement on the terms and conditions of a recommended cash and shares acquisition pursuant to which Bidco will acquire the entire issued, and to be issued, ordinary share capital of Marlowe (the "Acquisition"). It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The circular in relation to the Scheme (the "Scheme Document") was published and posted to Marlowe Shareholders on 23 June 2025. Expected Sanction Hearing (as soon as reasonably practicable after Bidco confirms the satisfaction or waiver of the Conditions (other than Conditions 1 and 2(c))("D")). Expected Suspension of dealings in Company Shares on AIM: 7.30 a.m. on D+2 Business Days. Expected Cancellation of listing of Company Shares from AIM by 7.00 a.m. on D+3 Business Days. Announcement • Jun 05
Mitie Group plc (LSE:MTO) reached an agreement to acquire Marlowe plc (AIM:MRL). Mitie Group plc (LSE:MTO) reached an agreement to acquire Marlowe plc (AIM:MRL) for approximately £400 million on June 5, 2025.Under the terms of the Acquisition, each Marlowe Shareholder will be entitled to receive for each Marlowe Share, 1.1 New Mitie Shares and 290 pence in cash. It is proposed that the Acquisition will be effected by means of a scheme of arrangement of Marlowe under Part 26 of the Companies Act. Under the terms of the Acquisition, Marlowe Shareholders will, in aggregate, receive approximately 86,565,085 New Mitie Shares. Immediately following Completion, Marlowe Shareholders will own approximately 6.4% of the ordinary share capital of Mitie Group plc. Mitie Group plc (LSE:MTO) agreed to acquire Marlowe plc (AIM:MRL) through its wholly owned subsidiary, Mitie Treasury Management Limited. Mitie Group plc (LSE:MTO) has entered into a bridge facility agreement in an amount of up to £240 million (the "Bridge Facility Agreement") arranged by Lloyds Bank PLC and National Westminster Bank PLC, Bidco will draw a loan pursuant to the Bridge Facility Agreement to satisfy in full the cash consideration payable to Marlowe Shareholders. The transaction is subject to subject to court approval, official authorizations, regulatory clearances and third party clearances. The Acquisition is conditional on the approval of Marlowe Shareholders. In order to become Effective, the Scheme must be approved by a majority in number of the Marlowe Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75%. The deal has been unanimously approved by the board of Mitie Group plc (LSE:MTO) and Marlowe plc (AIM:MRL). It is expected that the Scheme will become effective in the third quarter of 2025, subject to the satisfaction or waiver of the Conditions.
Vasco Litchfield and Louise Campbell of Lazard & Co., Limited acted as financial advisor and Linklaters LLP acted as legal advisor for Mitie Group plc. Ben Jeynes, Henrik Persson, George Lawson and Elysia Bough of Cavendish Capital Markets Limited acted as financial advisor and Allen Overy Shearman Sterling LLP acted as legal advisor for Marlowe plc. 
