Inflexion Buyout Fund VI and Inflexion Private Equity Partners LLP entered into a binding agreement to acquire Marlowe plc?s Governance, Risk & Compliance software and services assets from Marlowe plc (AIM:MRL) for £430 million on February 21, 2024. The Divestment consideration of £430 million is payable in full and in cash on the date of completion. The enterprise value of £430 million on a debt free, cash free basis. Subject to satisfaction of the Conditions, the total Consideration for the Divestment would be the receipt in cash of the sum of £430 million. Alex Dacre will transfer with the Divestment and resign as Chief Executive of Marlowe on completion and Kevin Quinn will take up the position of Executive Chair on an interim basis. The Net Cash Proceeds are expected to be approximately £405 million at completion after relevant adjustments including estimated transaction costs, settlement of certain transaction related liabilities, reorganisation and separation costs. The Company expects to return in excess of £150 million of Net Cash Proceeds to Ordinary Shareholders. The transaction is subject to the Financial Conduct Authority approving the change of control of certain companies that are members of the Divestment Group which are FCA Regulated Entities (2) the Solicitors Regulation Authority approving the change of control of certain companies that are members of the Divestment Group which are Authorised Bodies and (3) the Secretary of State for the Department of Business, Energy and Industrial Strategy approving the direct and indirect acquisition of certain companies that are members of the Divestment Group, the activities of which may make them subject to the mandatory notification requirements of the National Security and Investment Act 2021.

Goldman Sachs International and Cavendish Securities PLC acted as financial advisor to Marlowe plc. Fieldfisher LLP acted as legal advisor to Marlowe plc. Filippo de Falco, James Cook, Gareth Miles, Lisa Wright, Nick Bonsall, Duncan Blaikie, and Phil Linnard of Slaughter and May acted as legal advisor to Inflexion Private Equity Partners LLP.