Mitie Treasury Management Limited completed the acquisition of Marlowe plc.

Mitie Treasury Management Limited 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 £2.9 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 86.565085 million 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 agreed to acquire Marlowe plc through its wholly owned subsidiary, Mitie Treasury Management Limited. Mitie Group plc 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 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 and Marlowe plc. It is expected that the Scheme will become effective in the third quarter of 2025, subject to the satisfaction or waiver of the Conditions.

The expected timetable of principal events set out in the Scheme Document, Subject to the approval of the Scheme at the Court Meeting, the passing of the Special Resolution at the General Meeting and the satisfaction or (where applicable) waiver of the other Conditions set out in the Scheme Document, including the sanction of the Court, the Scheme is expected to become Effective during the third quarter of 2025. Court Meeting and General Meetings of the shareholders is expected to take place on July 16, 2025, the long stop date for the acquisition is December 31, 2025. As of June 25, 2025, the deal received approval from the Department of Enterprise, Trade and Employment in the Republic of Ireland.

The transaction has been approved by the Marlowe Shareholders at the Court Meeting and General Meeting held on July 16, 2025. UK National Security Condition has now been satisfied as of July 17, 2025. The Scheme is expected to become effective on August 4, 2025.

Vasco Litchfield and Louise Campbell of Lazard & Co., Limited acted as financial advisor and Jonathan Sadler, Iain Fenn, Toby Grimstone of 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.
Mitie Treasury Management Limited completed the acquisition of Marlowe plc (AIM:MRL) on August 4, 2025. On July 31, 2025 High Court of Justice in England and Wales has sanctioned the scheme. As the Scheme has now become Effective, Marlowe announces that, as of August 4, 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.