Marlowe PLC Disposal of non-core activities (1278I)
March 31 2020 - 1:00AM
UK Regulatory
TIDMMRL
RNS Number : 1278I
Marlowe PLC
31 March 2020
31 March 2020
Marlowe plc
Disposal of non-core activities
Marlowe plc ("Marlowe" or the "Group"), the specialist services
group focused on developing companies which assure safety and
regulatory compliance , announces that is has divested of non-core
activities within its Air Quality business for a consideration of
up to GBP7.0 million.
The non-core activities, primarily non-recurring asbestos
remediation project work, were acquired in July 2017 as a part of
the acquisition of Ductclean (UK) Limited ("DCUK"), which carried
out one-off projects alongside its core ventilation hygiene and air
quality business. The Group is retaining all ventilation hygiene
and air quality activities and will continue to provide recurring
asbestos consultancy services. The divestiture of the non-recurring
elements of DCUK is in line with the Group's focus on businesses
with recurring, contracted revenues.
In the year ended 31 March 2019, the activities that are the
subject of the divestment generated revenues of GBP18.6 million,
EBITDA of GBP0.6 million and, as at the period end, had net assets
of approximately GBP3.5 million. The disposal is expected to be
accretive to the Group's operating margin.
The total consideration of up to GBP7.0 million includes GBP1.5
million cash received at completion, a deferred cash consideration
of GBP3.5 million and a further GBP2.0 million contingent on the
date by which the full consideration is settled. The minimum total
consideration is GBP5.0 million. The proceeds of the sale will be
used for general corporate purposes.
Alex Dacre, Chief Executive of Marlowe plc, said:
"Divesting of this non-core part of DCUK enhances our quality of
earnings by reducing our exposure to non-recurring project related
revenues in line with our strategy which is focused on recurring,
non-discretionary services in regulated safety & compliance
sectors."
Related Party Transaction
The acquirer of the Group's non-core air quality activities,
Nigel Jones, was a director of DCUK prior to completion of the
disposal and therefore, as a director of a subsidiary of the Group,
is deemed to be a related party of Marlowe pursuant to rule 13 of
the AIM Rules for Companies. Accordingly, the disposal constitutes
a related party transaction.
The directors of Marlowe consider, having consulted with Cenkos
Securities plc as the Company's nominated adviser, that the terms
of the disposal are fair and reasonable insofar as the Group's
shareholders are concerned.
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 and Joint Broker)
Nicholas Wells Tel: +44 (0)20 7397
8900
Ben Jeynes
Harry Hargreaves
Berenberg (Joint Broker)
Ben Wright Tel: +44 (0)20 3207
7800
Mark Whitmore
FTI Consulting
Nick Hasell Tel: +44 (0)20 3727
1340
Alex Le May
About Marlowe plc
Marlowe is a UK leader in specialist services which assure
safety and regulatory compliance, whilst managing risk for
businesses across the country. The company was formed to create
sustainable shareholder value through the acquisition and
development of businesses that provide regulated inspection,
testing and compliance services. It is focused on health &
safety, employment law compliance, fire safety, security, water
treatment & hygiene, air quality 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 services to over 15% of Britain's commercial
premises and is increasingly attractive to customers who require a
single outsourced, nationwide, provider of a comprehensive range of
regulated compliance and safety services. Our customers can be
found in most office complexes, high streets & leisure
facilities, manufacturing plants and industrial estates, and
include SMEs, local authorities, facilities management providers,
multi-site NHS trusts and FTSE 100 companies.
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
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