Marlowe PLC Posting of Circular and Notice of General Meeting (5408B)
June 02 2023 - 8:51AM
UK Regulatory
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RNS Number : 5408B
Marlowe PLC
02 June 2023
2 June 2023
Marlowe plc
Posting of Circular and Notice of General Meeting for Proposed
Capital Reduction
Marlowe plc ("Marlowe", the "Company" or the "Group"), the UK
leader in business-critical services and software which assure
regulatory compliance, announces that it is today posting a
circular (the "Circular") to shareholders in connection with a
proposed capital reduction of the Company's share premium account,
including notice of a general meeting to be held at 10am on 19 June
2023 for the purpose of approving the Capital Reduction.
The Company is proposing to undertake a reduction of capital
approved by the Court to create additional distributable reserves.
The proposal achieves this by cancelling the balance standing to
the credit of the share premium account of the Company. The Capital
Reduction, if approved by Shareholders and confirmed by the Court,
is expected to increase the distributable reserves of the Company
by GBP 384,921,004.09 .
If the Resolution is passed at the General Meeting, the Company
intends to apply to the Court for confirmation of the Capital
Reduction. The Capital Reduction will only become effective if the
Resolution is passed by Shareholders at the General Meeting, the
Court confirms the Capital Reduction and the order of the Court
confirming the Capital Reduction is delivered to, and registered
by, the Registrar of Companies in England and Wales.
Whilst the Board and management remain focussed on the continued
execution of the Company's stated growth strategy, the Capital
Reduction is a means of avoiding a potential restriction on the
Company's ability to either make dividend payments and other
distributions or to purchase its own shares in the future.
Shareholders should note that the Capital Reduction itself will not
involve any distribution or repayment of share premium by the
Company and will not reduce the net assets of the Company. The
Capital Reduction will not change the number of Ordinary Shares in
issue or the paid up share capital of the Company or change any
rights attaching to the Ordinary Shares.
The Circular and notice of general meeting will shortly be made
available on the Company's website, www.marloweplc.com.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Circular 2 June 2023
Latest time and date for receipt of 10am on 15 June 2023
Form of Proxy for the General Meeting
--------------------
General Meeting 10am on 19 June 2023
--------------------
Notes:
1. The expected dates for the confirmation of the Capital
Reduction by the Court and the Capital Reduction becoming effective
will be announced following the General Meeting.
2. The timetable assumes that there is no adjournment of the
General Meeting. If there is an adjournment, all subsequent dates
are likely to be later than those shown.
3. References to times are to London times unless otherwise
stated.
4. Unless otherwise defined, capitalised terms used in this
announcement have the meanings given to them in the Circular.
2 June 2023
END
For further information:
Marlowe plc
Alex Dacre, Chief Executive www.marloweplc.com
Adam Councell, Chief Financial Tel: +44 (0) 203 813 8498
Officer
Benjamin Tucker, Investor Relations IR@marloweplc.com
Manager
Cenkos Securities plc (Nominated Adviser and Joint Broker)
Nicholas Wells Tel: +44 (0)20 7397 8900
Ben Jeynes
Berenberg (Joint Broker)
Ben Wright Tel: +44 (0)20 3207 7800
Mark Whitmore
Stifel (Joint Broker)
Matthew Blawat Tel: +44 (0)20 7710 7688
Francis North
FTI Consulting
Nick Hasell Tel: +44 (0)20 3727 1340
Alex Le May
About Marlowe plc
Marlowe is a UK leader in business-critical services and
software which assure regulatory compliance. The company was formed
to create sustainable shareholder value through the acquisition and
development of businesses that provide regulated safety and
compliance services and software. It is focused on compliance
software, eLearning, health & safety, employment law & HR
compliance, fire safety & security, water & air hygiene and
occupational health services - all of which are vital to the
wellbeing of its customers operations and are invariably governed
by regulation. Marlowe currently provides software to over 1
million users and services to over 25% of Britain's commercial
premises. The Group provides customers with a single outsourced,
nationwide, provider of a range of regulated compliance and safety
solutions. Our customers can be found in office complexes, high
streets & leisure facilities, manufacturing plants and
industrial estates, and include thousands of SMEs, local
authorities, facilities management providers, multi-site NHS trusts
and FTSE 100 companies.
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END
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
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