TIDMMRL
RNS Number : 5198U
Marlowe PLC
13 July 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN OR ANYOTHER JURISDICTION IN
WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
13 July 2018
Marlowe plc
Placing to raise GBP20 million
Marlowe plc ("Marlowe", the "Company" or the "Group"), the
support services group focused on acquiring and developing
companies that provide critical asset maintenance services, today
announces a Placing to raise approximately GBP20 million. The
Placing Proceeds will be used to support Marlowe's acquisition-led
growth strategy.
The Placing will raise gross proceeds of approximately GBP20
million before expenses through the issue of 4,210,000 new ordinary
shares of 50 pence each (the "Placing Shares") at 475 pence per
share (the "Issue Price") to certain new and existing investors.
The Placing was oversubscribed and the Issue Price represents a
discount of approximately 9.1 per cent. to the closing mid-market
price of 522.5 pence per share on Thursday 12 July 2018.
Application will be made for the Placing Shares to be admitted
to trading on AIM at 8.00 a.m. on 18 July 2018. Following admission
of the Placing Shares, the Company's issued ordinary share capital
will comprise 38,727,425 Ordinary Shares, each with voting
rights.
Alex Dacre, Chief Executive of Marlowe plc, commented:
"The fragmented service sectors that our businesses occupy offer
significant opportunities for further growth through acquisition.
The proceeds from this GBP20 million placing will provide us with
additional resources to continue strengthening our market share
across the regulated service sectors on which we are focused."
For further information:
Marlowe plc www.marloweplc.com
Alex Dacre, Chief Executive Tel: +44 (0) 203 813
8498
Mark Adams, Group Finance Director IR@marloweplc.com
Cenkos Securities plc (Nominated Adviser, Broker and Joint
Bookrunner)
Nicholas Wells Tel: +44 (0)20 7397 8900
Harry Hargreaves
Berenberg (Joint Bookrunner)
Ben Wright Tel: +44 (0)20 3207 7800
Mark Whitmore
FTI Consulting
Nick Hasell Tel: +44 (0)20 3727 1340
Alex Le May
The information contained within the announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via Regulatory Information Service
("RIS"), this inside information is now considered to be in the
public domain.
Background to and reasons for the Placing
The Board continues to engage closely with a number of bolt-on
acquisition targets with revenues of GBP2-15 million primarily
within the scope of its existing operating divisions of Fire
Protection & Security Systems ("Fire & Security") and Water
Treatment & Air Quality ("Water & Air"), and believes that
there will be further opportunities for consolidation in these
markets over the coming 12 months. In addition, the Board may seek
to make acquisitions in adjacent service markets which share the
same channel to market with its existing operating divisions.
Should a sufficient proportion of the Company's pipeline
opportunities complete successfully, the Board expects the Placing
to be earnings enhancing within 6 months. The proceeds of the
Placing will also provide Marlowe with additional working capital
for the business going forward.
The Placing and Placing Agreement
The Company will raise up to GBP20 million in gross proceeds
(approximately GBP19 million net of expenses) through the Placing
of the Placing Shares at the Issue Price through Cenkos Securities
plc ("Cenkos") and Joh. Berenberg, Gossler & Co. KG, London
Branch ("Berenberg"). The Placing Shares will be issued under the
Company's existing authorities.
The Placing is not underwritten. The Placing Agreement contains
certain customary warranties and indemnities from the Company in
favour of Cenkos and Berenberg and is conditional, inter alia,
upon:
(a) the Placing Agreement having become unconditional in all
respects (save for the condition relating to Admission) and not
having been terminated in accordance with its terms prior to
Admission; and
(b) Admission becoming effective not later than 8.00 a.m. on 18
July 2018 for the Placing Shares.
The Placing Agreement provisions which enable Cenkos and
Berenberg to terminate the Placing Agreement in certain
circumstances prior to Admission (as applicable), including where
any warranties are found to be untrue, inaccurate or misleading in
any material respect or in the event of a material adverse change
in the financial position or prospects of the Group in the context
of the Placing or Admission.
Use of proceeds of the Placing
The net proceeds of the Placing of approximately GBP19 million
will be used to:
-- provide funds for further acquisitions as part of Marlowe's
ongoing buy-and-build strategy; and
-- provide additional working capital for the Group.
This Announcement should be read in its entirety. In particular,
investors should read and understand the information provided in
the "Important Notice" section of this Announcement.
Important Notice
Cenkos Securities PLC ("Cenkos") is authorised and regulated by
the Financial Conduct Authority. Joh. Berenberg, Gossler & Co.
KG, London Branch ("Berenberg"), is authorised by the German
Federal Financial Supervisory Authority (BaFin) and subject to
limited regulation in the United Kingdom by the Financial Conduct
Authority. Each of Cenkos and Berenberg is acting solely for the
Company in relation to the Placing and no-one else and neither
Cenkos nor Berenberg will be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients, nor for providing advice in relation to the Placing or any
other matter referred to in this announcement.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale in the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933 (the
"Securities Act") and may not be offered or sold in the United
States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
This announcement and the information contained herein is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into Australia,
Canada or Japan or any other jurisdiction into which the
publication or distribution would be unlawful.
This announcement is for information purposes only and does not
constitute or form part of any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe
for, any Placing Shares in the United States or to US Persons (as
such term is defined in the Securities Act, Australia, Canada or
Japan or any other jurisdiction in which such offer or solicitation
would be unlawful. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions.
No public offering of the shares referred to in this
announcement is being made in Australia, Canada or Japan or any
other jurisdiction in which such public offering would be
unlawful.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution or reproduction of
this announcement may result in a violation of the Securities Act
or the applicable laws of other jurisdictions.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements.
These forward-looking statements speak only as at the date of
this document. Save as required by applicable law or regulation,
including the AIM Rules, none of the Company, Cenkos or Berenberg
or their respective directors, partners, employees, agents or
advisers undertakes any obligation to update or revise any
forward-looking or other statements, whether as a result of any
change in or to reflect events, conditions or circumstances after
the date of this announcement or otherwise.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by,
Cenkos, Berenberg or by any of their affiliates or agents as to, or
in relation to, the accuracy or completeness of this announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
The contents of this announcement are not to be construed as
legal, financial or tax advice. Investors should consult with their
own advisers as to legal, tax, business and related aspects of an
acquisition of Placing Shares.
This announcement is addressed only to and directed only at: (a)
persons in the United Kingdom who are 'Qualified Investors' falling
within the meaning of article 2(1)(e) of the Prospectus Directive
(which means Directive 2003/71/EC and includes any relevant
implementing directive measure in the UK) who (i) have professional
experience in matters relating to investments falling within
article 19(5) ("Investment professionals") of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); or (ii) fall within article 49(2)(a) to (d)
("High net worth companies, unincorporated associations, etc") of
the Order; or (b) persons to whom it may otherwise be lawfully
communicated (all such persons in contemplated in (a) or (b)
together being referred to as "Relevant Persons"). This
announcement must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this announcement or the Placing relates is available only to
and will be engaged in only with Relevant Persons.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in or forms part of this announcement.
Notice to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market, Assessment, Cenkos and Berenberg are only procuring
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability of appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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.
END
IOEUUUWRWUABAAR
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