Marshalls plc (LSE:MSLH) signed an agreement to acquire Marley Limited from Inflexion Buyout Fund V, fund managed by Inflexion Private Equity Partners LLP and certain management members for approximately £540 million on April 6, 2022. The consideration is on a cash free debt free basis. Under the agreement, £371 million payable in cash will be financed through combination of £187 million raised through firm placing and open offer along with new debt financing. Marshalls plc shall also issue 24.09 million shares as consideration. Out of these shares, 22.06 million shares will be issued to Inflexion Private Equity Partners LLP, represent 8.7% of the enlarged capital and these will be subject to a six month lock up arrangement. Marshalls plc shall also issue 2.03 million shares, representing 0.8% of the enlarged capital, to management members that will be subject to twelve months lock up arrangement. The Firm Placing and the Placing are being conducted through an accelerated book building process. David Speakman (Chief Executive Officer), Dominic Heaton (Chief Financial Officer), and Paul Reed (Chief Operating Officer) will continue to lead Marley following the acquisition and Marley will operate initially as a standalone division within the Marshalls group.

The transaction is conditional upon, amongst other things, the approval of a shareholder resolution (the "Resolution") at the General Meeting to be held on April 28, 2022, as well as completion of the Capital Raising. The Board of Directors of Marshalls plc unanimously recommend that Shareholders vote in favor of the Resolution in respect of the Acquisition at the General Meeting. Completion is expected to occur on April 29, 2022. As of April 28, 2022, shareholders of Marshal Plc has approved the transaction. John Deans, Stephen Griffiths and Daniel Chetcuti of N M Rothschild & Sons Limited acted as financial advisors to Marshalls plc. Andy Ryde, Paul Mudie, Richard Jones, Gareth Miles, Padraig Cronin, Anna Lyle-Smythe, Rob Sumroy, John Nevin and Rob Sumroy of Slaughter and May acted as legal advisor to Marshalls plc. Lazard acted as financial advisor to Marley Limited.

Marshalls plc (LSE:MSLH) completed the acquisition of Marley Limited from Inflexion Buyout Fund V, fund managed by Inflexion Private Equity Partners LLP and certain management members on April 29, 2022.