Announcement • 10h

OCS Group International Limited reached an agreement to acquire Mitie Group plc (LSE:MTO) from Oasis Management Company Ltd and a group of shareholders for £2.9 billion.

OCS Group International Limited reached an agreement to acquire Mitie Group plc (LSE:MTO) from Oasis Management Company Ltd and a group of shareholders for £2.9 billion on July 21, 2026. A cash consideration of £2.88 billion valued at £2.216 per share will be paid by OCS Group International Limited. Under the terms of the Acquisition, each Mitie Shareholder will be entitled to receive or each Mitie Share held: up to £2.216 in cash comprised of: (i) cash consideration of £218.5 per Mitie Share (the "Acquisition Price"); and (ii) the final dividend of up to £0.031 per Mitie Share in respect of the financial year ended 31 March 2026 (the "Final Dividend"), which Mitie Shareholders may receive and retain if declared and subsequently approved at the Mitie AGM without any reduction to the Acquisition Price. If the Final Dividend is declared and paid in full, the Acquisition values the entire issued and to be issued share capital of Mitie at approximately £3.1 billion on a fully diluted basis and the Acquisition Value represents a premium of approximately: 46.8% to the Closing Price per Mitie Share of £1.51 on 20 July 2026. OCS has received irrevocable undertakings from each of the Mitie Directors that hold Mitie Shares to vote, or procure that their nominees vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of their own beneficial holdings amounting in aggregate to 15,068,181 Mitie Shares and representing approximately 1.2%. of the issued share capital of Mitie. OCS has received a commitment in respect of Oasis Management Company Ltd's interests in cash-settled total return swaps in respect of 129,413,285 Mitie Shares, constituting approximately 9.9%. The cash consideration payable by OCS pursuant to the Acquisition will be funded through a combination of (i) equity financing drawn down by the CD&R Funds and (ii) a term loan to be provided under an interim facilities agreement arranged by HSBC Bank plc, Royal Bank of Canada and Barclays Bank plc. Prior to the Scheme becoming Effective, Mitie will make an application to the FCA for the cancellation of the listing of Mitie Shares on the Official List and to the London Stock Exchange for the cancellation of trading of Mitie Shares on its Main Market for listed securities, in each case to take effect from or shortly after the Effective Date. Completion will be conditional, amongst other things, approval of the London Stock Exchange and the FCA. the approval of the Scheme by a majority in number of the Mitie Shareholders who are present and vote at the Court Meeting, either in person or by proxy, representing at least 75%. in value of the Mitie Shares voted; the approval by Mitie Shareholders of the resolutions required to implement the Scheme representing at least 75% of votes cast at the General Meeting; the satisfaction or waiver of the Material Regulatory Conditions, as further detailed in paragraph7of this Announcement, to which the attention of Mitie Shareholders is specifically drawn, and which should be read carefully; the sanction of the Scheme by the Court; the Scheme becoming Effective by no later than the Long Stop Date; and satisfaction of the other Conditions listed in Appendix I. The Mitie Directors unanimously intend to recommend that Mitie Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as the Mitie Directors have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings of Mitie Shares. The Acquisition is currently expected to complete during the first quarter of 2027. Simon Lyons, Glenn Earle and Michael Gregg of Ardea Partners International Llp acted as financial advisor for Mitie Group plc. Ardea Partners International Llp acted as fairness opinion provider for Mitie Group plc. Mike Bell, Sam Cann and Charlotte Sutcliffe of Peel Hunt LLP acted as financial advisor for Mitie Group plc. Peel Hunt LLP acted as fairness opinion provider for Mitie Group plc. Vasco Litchfield, Louise Campbell and David Cartwright of Lazard & Co., Limited acted as financial advisor for OCS Group International Limited. Richard Probert, Osman Akkaya, Neal West of Kerim Batibay of Barclays Bank Plc acted as financial advisor for OCS Group International Limited. Mark Preston, Graham Tufts, Giuseppe Chiusa and Samuel Jackson of RBC Europe Limited acted as financial advisor for OCS Group International Limited. Weil, Gotshal & Manges LLP acted as legal advisor for OCS Group International Limited. Linklaters LLP acted as legal advisor for Mitie Group plc. Debevoise & Plimpton LLP is retained as antitrust and debt financing legal adviser to OCS Group International Limited.

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Data Center And Compliance Tailwinds Will Support A Stronger Long Term Outlook

AI And Compliance Spending Will Increase Risk Exposure And Pressure Future Margins

Share Repurchase And Steady Outlook Will Support Fairly Priced Performance

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OCS Group International Limited reached an agreement to acquire Mitie Group plc (LSE:MTO) from Oasis Management Company Ltd and a group of shareholders for £2.9 billion.

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