TIDMMRL

RNS Number : 1727H

Marlowe PLC

26 July 2023

26 July 2023

Marlowe plc

Acquisition of IMSM

Marlowe plc ("Marlowe" or the "Group"), the leader in business-critical services and software which assure regulatory compliance, announces that it has acquired IMSM Holdings Limited and International Management Systems Marketing Limited (together, "IMSM"), a leading ISO certification and quality management provider, for an expected enterprise value of GBP17.4 million (the "Acquisition").

Established in 2004 and headquartered in Wiltshire, UK, IMSM provides ISO auditing and certification services to approximately 5,000 UK and international clients. This acquisition is a key step in Marlowe's strategy to broaden its GRC capabilities into the highly complementary ISO certification market and presents an attractive opportunity to cross-sell into the Group's existing customer base. Additionally, there are opportunities to digitalise IMSM's services via collaboration with Marlowe's SaaS offering.

IMSM audits the quality of clients' business processes and internal systems on a recurring basis to ensure compliance with ISO standards in areas such as safety management, information security and environmental management. IMSM provides these services to both SMEs and larger clients on a mix of annual and multi-year contracts, and shares a similar client base to Marlowe's GRC division.

In the year to 31 December 2022, IMSM generated revenues of GBP12.2 million and EBITDA of GBP1.9 million. As at 31 July 2022, IMSM had net assets of GBP6.7 million. The total enterprise value will comprise an upfront cash consideration of GBP12.9 million and a further GBP3.0 million payment through the issue of 597,609 ordinary shares of 50 pence each in the capital of the Company ("Consideration Shares") in addition to an estimated GBP1.5 million in performance-related contingent consideration payable after the first year of ownership. The Consideration Shares are being issued to the vendor, and are locked in for a period of two years.

Alex Dacre, Chief Executive of Marlowe plc, said:

" The acquisition of IMSM broadens the capabilities of our Governance Risk and Compliance division into the attractive and highly complementary ISO auditing and certification market. This is a large and fragmented market, and the addition of IMSM will enable us to address a core component of our clients' compliance requirements. This acquisition is consistent with our strategy to selectively execute on bolt-on acquisitions whilst maintaining leverage in the region of 2x EBITDA, within the Board's guided range."

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 
 Manager 
 
Cenkos Securities plc (Nominated Adviser and Joint Broker) 
Ben Jeynes                             Tel: +44 (0)20 7397 8900 
George Lawson 
 
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 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.

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

ACQRAMRTMTATBFJ

(END) Dow Jones Newswires

July 26, 2023 02:00 ET (06:00 GMT)

Marlowe (LSE:MRL)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Marlowe Charts.
Marlowe (LSE:MRL)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Marlowe Charts.