MRL Marlowe Plc

18 March 2024

Marlowe plc

("Marlowe" or the "Company")

Board Changes; Update re: Returns of Capital

Further to the announcement of 22 February 2024 on the sale of certain Governance, Risk & Compliance ("GRC") software and services assets (the "Divestment") for an Enterprise Value of £430m, Marlowe plc ("Marlowe" or the "Group") announces the following changes to its Board:

·     The appointment of Lord Ashcroft KCMG PC as a Non-Executive Director.

·     Charles Skinner is today stepping down from the Marlowe Board, having been in role since the company's formation and through to its growth into the UK leader in business-critical services and software. Charles will be replaced by a new Independent Non-Executive Director in due course.

Update re: Returns of Capital on completion of the Divestment

The Group also provides an update on the planned process to return capital to shareholders following completion of the Divestment.

Subject to completion, proposed returns of capital would be expected to commence during the first half of the Group's FY25 financial year, beginning 1 April 2024.

•    After relevant adjustments including estimated transaction costs, settlement of certain transaction-related liabilities and earn-outs, reorganisation and separation costs, the Group expects net Divestment sale proceeds to be c.£405 million.

•    On completion of the Divestment and the retirement in full of the Group's existing debt facilities, the Group expects its net cash position to be approximately £220 million.

•    The Group is minded to retain a net cash balance to provide resources for working capital and selected investments and to return in excess of £150 million of remaining net cash to shareholders.

•    The Board is assessing the optimal route through which to effect the return of capital and will confirm the return in due course.

Kevin Quinn, Non-Executive Chairman of Marlowe, commented:

"The Board wishes to wholeheartedly thank Charles for his service and commitment to Marlowe. He has served on the Board from the earliest days of Marlowe and has made an outstanding contribution throughout his tenure. He goes with our best wishes for the future.

We welcome Lord Ashcroft to the Board of Marlowe."

The directorships and partnerships currently held by Michael Anthony Ashcroft, aged 78, and over the five years preceding the date of his appointment, are as follows:

Lord Ashcroft currently holds 11,877,361 Ordinary Shares in Marlowe, representing 12.3% of the Company's issued share capital.

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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.