Publication of Scheme Document
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
23 June 2025
RECOMMENDED CASH AND SHARE OFFER
FOR
MARLOWE PLC
BY
MITIE TREASURY MANAGEMENT LIMITED ("BIDCO")
(a wholly owned subsidiary of Mitie Group PLC ("Mitie"))
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Introduction
On 5 June 2025, the boards of directors of Marlowe and Mitie announced that they had reached agreement on the terms and conditions of a recommended cash and shares acquisition pursuant to which Bidco will acquire the entire issued, and to be issued, ordinary share capital of Marlowe (the "Acquisition"). It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document (as defined below), unless the context requires otherwise.
Publication and posting of the Scheme Document
Marlowe is pleased to announce that it has today published a shareholder circular relating to the Scheme (the "Scheme Document") containing, among other things, a letter from the Interim Non-Executive Chairman of Marlowe, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the Scheme, a summary of the Mix and Match Facility, notices of the Court Meeting and the General Meeting, an expected timetable of principal events and details of the action to be taken by Marlowe's Shareholders.
The Scheme Document is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Marlowe's website at https://www.marloweplc.com/investors/mitie-group-plc-recommended-cash-and-share-offer-for-marlowe-plc and Mitie's website at https://www.mitie.com/investors/recommended-cash-and-share-offer-for-marlowe-plc/.
Hard copies of the Scheme Document (or, depending on the relevant Marlowe Shareholder's communication preferences, a letter giving details of the website where the Scheme Document may be accessed), Forms of Proxy for the Court Meeting and the General Meeting and a Form of Election for the Mix and Match Facility are being sent to Marlowe Shareholders today, subject to certain restrictions relating to persons resident in Restricted Jurisdictions.
Recommendation
The Marlowe Directors, who have been so advised by Cavendish Capital Markets Limited ("Cavendish") as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Marlowe Directors, Cavendish has taken into account the commercial assessments of the Marlowe Directors. Cavendish is providing independent financial advice to the Marlowe Directors for the purposes of Rule 3 of the Code.
Accordingly, the Marlowe Directors recommend unanimously that Marlowe Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting.
Marlowe Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Action required
As described in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that a majority in number of the Scheme Shareholders present and voting (and entitled to vote) either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders, vote in favour of the Scheme at the Court Meeting, and that the requisite majority of Marlowe's Shareholders approve the Special Resolution relating to the Scheme at the General Meeting. The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms set out in the Scheme Document.
Notices of the Court Meeting and the General Meeting, both of which will be held at the offices of Allen Overy Shearman Sterling LLP, One Bishops Square, London E1 6AD on 16 July 2025, are set out in Part XIV (Notice of Court Meeting) and Part XV (Notice of General Meeting), respectively, of the Scheme Document. The Court Meeting will start at 10.00 a.m. on that date and the General Meeting will start at 10.15 a.m. or as soon thereafter as the Court Meeting concludes or is adjourned.
It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair representation of opinion of the Scheme Shareholders. Scheme Shareholders are therefore strongly urged to: (i) sign and return their Forms of Proxy by post; or (ii) transmit a proxy appointment and voting instruction online via MUFG Corporate Markets' online facility or through the CREST electronic proxy appointment service, as soon as possible.
Holders of Scheme Shares should read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Shareholder helpline
If Marlowe Shareholders have any questions about the Scheme Document, the Court Meeting or the General Meeting or how to complete the Forms of Proxy or the Form of Election for the Mix and Match Facility, please contact MUFG Corporate Markets during business hours on 0371 664 0321 within the United Kingdom or on +44 (0) 371 664 0321 from overseas or by writing to shareholderenquiries@linkgroup.co.uk or MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Lines will be open between 9:00 a.m. to 5:30 p.m., Monday to Friday (excluding UK public holidays). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Scheme nor give any financial, legal or tax advice.
Timetable
The expected timetable of principal events is set out in the Scheme Document and also below. Subject to the approval of the Scheme at the Court Meeting, the passing of the Special Resolution at the General Meeting and the satisfaction or (where applicable) waiver of the other Conditions set out in the Scheme Document, including the sanction of the Court, the Scheme is expected to become Effective during the third quarter of 2025.
If the Scheme is sanctioned as outlined above, it is expected that the last day of dealings in, and registration of transfers of, Marlowe Shares on AIM will be the Business Day immediately prior to the Effective Date, and dealings in Marlowe Shares will be suspended with effect from 7.30 a.m. on the Effective Date.
It is intended that the cancellation of admission of Marlowe Shares to trading on AIM will take effect at 7.00 a.m. on the Business Day following the Effective Date. In addition, on the Effective Date, entitlements to Scheme Shares held within CREST will be cancelled, and share certificates in respect of Scheme Shares held in certificated form will cease to be valid documents of title and should be destroyed or, at the request of Marlowe, delivered up to Marlowe, or to any person appointed by Marlowe to receive the same.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
Event |
Expected Time and/or date (1) |
|
Publication of the Scheme Document |
23 June 2025 |
|
Latest time for lodging Forms of Proxy for the: |
|
|
Court Meeting (BLUE form) |
10.00 a.m. on 14 July 2025 (2) |
|
General Meeting (YELLOW form) |
10.15 a.m. on 14 July 2025 (3) |
|
Voting Record Time |
6.00 p.m. on 14 July 2025 (4) |
|
Court Meeting |
10.00 a.m. on 16 July 2025 |
|
General Meeting |
10.15 a.m. on 16 July 2025 (5) |
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The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. Marlowe will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Marlowe's website at https://www.marloweplc.com/investors/mitie-group-plc-recommended-cash-and-share-offer-for-marlowe-plc/. See also note (1). |
|
|
Election Return Time in respect of the Mix and Match Facility |
1.00 p.m. on D-5 Business Days |
|
Court Sanction Hearing |
as soon as reasonably practicable after Bidco confirms the satisfaction or waiver of the Conditions (other than Conditions 1 and 2(c)) ("D") |
|
Last day for dealings in, and for the registration of transfer of, Marlowe Shares on AIM |
D+1 Business Day |
|
Scheme Record Time |
6.00 p.m. on D+1 Business Day |
|
Disablement of CREST in respect of Company Shares |
6.00 p.m. on D+1 Business Day |
|
Suspension of dealings in Company Shares on AIM |
7.30 a.m. on D+2 Business Days |
|
Effective Date of the Scheme |
D+2 Business Days (6) |
|
Announcement concerning the extent to which Mix and Match Elections will be satisfied |
D+2 Business Days |
|
Cancellation of listing of Company Shares from AIM |
by 7.00 a.m. on D+3 Business Days |
|
New Bidco Shares to be issued to Company Shareholders |
by 8.00 a.m. on D+3 Business Days |
|
Admission of New Bidco Shares and commencement of dealings in New Bidco Shares on the London Stock Exchange |
by 8.00 a.m. on D+3 Business Days |
|
CREST accounts of Company Shareholders credited with, or for despatch of share certificates for, New Bidco Shares (as applicable) |
on or as soon as practicable after 8:00 a.m. on D+3 but not later than 14 days after the Effective Date |
|
Latest date for despatch of cheques and crediting of CREST accounts of Company Shareholders for cash consideration due under the Scheme (in both cases, including any cash due in relation to the sale of fractional entitlements) |
by not later than 14 days after the Effective Date |
|
Long Stop Date |
11.59 p.m. (London Time) on 31 December 2025 (7) |
|
(1) The dates and times given are indicative only and are based on current expectations and are subject to change. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Company Shareholders by announcement through a Regulatory Information Service. (2) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time fixed for any adjourned Court Meeting (excluding any part of such 48-hour period falling on a day that is not a working day). If the BLUE Form of Proxy for the Court Meeting is not lodged by 10.00 a.m. on 14 July 2025, it may be presented in person to the MUFG Corporate Markets representative who will be present at the Court Meeting, at any time prior to the commencement of the Court Meeting (or any adjournment thereof). (3) In order to be valid, the YELLOW Forms of Proxy for the General Meeting must be lodged not later than 10.15 a.m. on 14 July 2025 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (excluding any part of such 48-hour period falling on a day that is not a working day). If the YELLOW Form of Proxy is not lodged by the relevant time, it will be invalid. (4) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the day which is two Business Days prior to the date of the adjourned Meeting. (5) To commence at 10.15 a.m. on 16 July 2025 or as soon thereafter as the Court Meeting concludes or is adjourned. (6) Company and Bidco expect that, subject to the satisfaction (or, where applicable, waiver) of the Conditions in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document, the Scheme will become Effective during the third quarter of 2025. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this date. (7) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as may be agreed by Company and Bidco (with the Panel's consent and as the Court may approve (if such consent and/or approval is required)). |
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Enquiries:
|
Mitie Group plc and Bidco |
|
|
Peter Dickinson, Chief Legal Officer Kate Heseltine, Group IR and Corporate Finance Director |
+44 7768 215 013 +44 7384 439 112
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H/Advisors Maitland (PR Adviser to Mitie) |
+44 790 000 0777 |
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Neil Bennett |
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Lazard (Financial Adviser to Mitie) |
+44 20 7187 2000 |
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Vasco Litchfield |
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Louise Campbell |
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|
Marlowe |
|
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Adam Councell, Chief Financial Officer |
+44 20 3813 8498
|
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FTI Consulting (PR Adviser to Marlowe) Nick Hasell Alex Le May |
+44 20 3727 1340 |
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|
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Cavendish Capital Markets Limited (Financial Adviser and Rule 3 Adviser to Marlowe) |
+44 20 7220 0500 |
|
Ben Jeynes Henrik Persson George Lawson Hamish Waller |
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|
|
|
Linklaters LLP is acting as legal adviser to Mitie and Bidco in connection with the Acquisition.
Allen Overy Shearman Sterling LLP is acting as legal adviser to Marlowe in connection with the Acquisition.
Important Notices
Cavendish Capital Markets Limited ("Cavendish") which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to Marlowe and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Marlowe for providing the protections afforded to clients of Cavendish nor for providing advice in connection with the any matter referred to in this announcement. Neither Cavendish nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Cavendish as to the contents of this announcement.
Lazard & Co., Limited ("Lazard") which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to Mitie and Bidco and no one else in connection with the matters described in this announcement and will not be responsible to anyone other Bidco for providing the protections afforded to clients of Lazard nor for providing advice in connection with the any matter referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.
This announcement is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law or regulation. In particular, this announcement is not an offer of securities for sale into the United States or in any other jurisdiction. No offer of securities shall be made in the United States absent registration under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued in the Acquisition are anticipated to be issued in reliance upon an exemption from such registration requirements pursuant to Section 3(a)(10) of the US Securities Act.
The Acquisition will be made solely by means of the Scheme Document, or (if applicable) pursuant to an Offer Document to be published by Bidco, which (as applicable) contains or will contain the full terms and conditions of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in such document(s). As explained below, if Bidco ultimately seeks to implement the Acquisition by way of a Takeover Offer, that offer will be made in compliance with applicable US laws and regulations.
This announcement does not constitute a prospectus, a prospectus equivalent document or a prospectus exempted document.
This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions other than England.
Overseas Shareholders
This announcement has been prepared for the purposes of complying with the applicable requirements of the Takeover Code, the Panel, the Market Abuse Regulation, the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws or regulations of jurisdictions outside England and Wales.
The Acquisition is subject to the applicable rules and regulations of the FCA, the London Stock Exchange and the Takeover Code.
Marlowe and Bidco urge Marlowe's Shareholders to read the Scheme Document (including the associated Forms of Proxy) (and/or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the offer document) because it contains important information relating to the Acquisition. Any decision to vote in respect of the resolutions to be proposed at Marlowe Meetings, and any decision in respect of the Scheme should be made only on the basis of information contained in the Scheme Document (and/or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the offer document).
Each Marlowe Shareholder is advised to consult its independent professional adviser regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.
The availability of the Acquisition to Marlowe Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal, regulatory or other requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their Marlowe Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, or to elect for the Mix and Match Facility, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders is contained in paragraph 19 of Part II of the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
The availability of the Mix and Match Facility under the Acquisition to Marlowe Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.
Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
The Mitie Shares have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended, the "FIEA"). The Mitie Shares will not be offered or sold, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act of Japan (Law No. 228 of 1949, as amended)), including any corporation or other entity organised under the laws of Japan, or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.
Any information given in the Scheme Document is general information only and does not constitute financial product advice. The Acquisition does not take into account your personal circumstances, needs or objectives. You should, consider the appropriateness of the Acquisition, having regard to your objectives, financial situation and needs. You should read all final documentation and seek independent advice.
Notice to US Company Shareholders
The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under Part 26 of the Companies Act. The Acquisition, implemented by way of a scheme of arrangement relates to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act and will be governed by English Law. Accordingly, the Scheme is exempt from the registration requirements under the US Securities Act and is not subject to the tender offer or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure and procedural requirements and practices applicable to a scheme of arrangement involving a target company in England listed on AIM, which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document) has been prepared in accordance with generally accepted accounting principles of the UK and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. Each Marlowe Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.
The information contained in the Scheme Document has neither been approved nor disapproved by the US Securities and Exchange Commission (the "SEC") or any US state securities commissions. Neither the SEC, nor any state securities commission, has passed judgment upon the fairness or merits of the proposal described herein, nor determined the accuracy, completeness or adequacy of the information contained in the Scheme Document. Any representation to the contrary is a criminal offence in the United States.
Marlowe Shareholders (whether or not US Persons) who are affiliates (as defined in the US Securities Act) of Marlowe before, and/or become affiliates of Mitie, Bidco or Marlowe on or after, the implementation of the Scheme, will be subject to certain US transfer restrictions relating to the New Mitie Shares.
Marlowe and Bidco are both incorporated under the laws of England and Wales and Mitie is incorporated under the laws of Scotland. Some or all of the officers and directors of Marlowe, Bidco and Mitie respectively are residents of countries other than the United States. In addition, some of the assets of Marlowe, Bidco and Mitie are located outside the United States. As a result, it may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Acquisition under US federal securities laws or to enforce a judgement of a US court predicated upon the federal and state securities laws of the US, since Marlowe, Bidco and Mitie are located outside the US, and their officers and most of their directors reside outside the US. Therefore, investors may have difficulty effecting service of process within the US upon those persons or recovering against Marlowe, Bidco or Mitie or their respective officers or directors on judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may be difficult to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
For the securities issued under the Scheme to qualify for the exemption from registration provided by section 3(a)(10) of the US Securities Act, Marlowe will advise the Court that the Court's sanctioning of the Scheme will be relied on as approval of the Scheme following a hearing on the Scheme's fairness to Marlowe shareholders, at which hearing all Marlowe shareholders are entitled to attend in person, or through counsel, to support or oppose the sanctioning of the Scheme and such hearing has been notified to all Marlowe shareholders.
If, in the future, Bidco implements the Acquisition by way of a Takeover Offer (subject to the consent of Marlowe and the Panel) and determines to extend the Takeover Offer into the US, the Acquisition will be made in compliance with applicable US laws and regulations, including the applicable US tender offer regulations and in each case including the applicable exemption therefrom. The settlement procedure with respect to the Acquisition will be consistent with UK practice, which differs from US domestic tender offer procedures in certain material respects, particularly with regard to the date of payment.
The New Mitie Shares issued under the Acquisition have not, and will not be, registered under the US Securities Act and will not be listed on any stock exchange in the United States. Accordingly, the New Mitie Shares may not be subsequently offered, sold or delivered, directly or indirectly, in the United States unless such sale, offer or delivery is effected in compliance with an applicable exemption, or in a transaction not subject to, from the registration requirements of the US Securities Act.
The New Mitie Shares will not be registered under any US state securities laws and no steps have been or will be taken to enable the New Mitie Shares to be offered in compliance with the securities laws of any US state. Accordingly, the New Mitie Shares may not be offered, sold or delivered, directly or indirectly, to persons resident in a US state unless such offer, sale or delivery is effected in compliance with an exemption from, or in a transaction not subject to, the registration requirements of the securities laws of such state.
The New Mitie Shares issued in connection with the Acquisition in exchange for Marlowe Shares that were not "restricted securities" should not be treated as "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive the New Mitie Shares as a result of the Scheme which are not restricted securities (other than "affiliates" as described below) may resell them without restriction under the US Securities Act. Persons who hold Marlowe Shares which are restricted securities will receive New Mitie Shares that will be subject to the same restrictions as applied to their Marlowe Shares.
Under Rule 145(d) of the US Securities Act, any Marlowe Shareholder in the United States who is deemed to be an affiliate of Bidco or Marlowe before the implementation of the Scheme, and/or is or becomes an affiliate of Bidco or Marlowe following the implementation of the Scheme (whether or not a US Person), will be subject to timing, manner of sale and volume restrictions on the sale of New Mitie Shares and may not resell the New Mitie Shares except pursuant to an exemption from the registration requirements of the US Securities Act, or in a transaction not subject to such requirements (including a transaction that satisfies the applicable requirements of Regulation S under the US Securities Act relating to offers and sales outside the United States). For these purposes, an "affiliate" of any person is generally defined to be a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, that person. Marlowe Shareholders in the United States that believe they are or may be "affiliates" of Mitie, Bidco or Marlowe should consult their own legal advisers prior to any sale of the New Mitie Shares. US Marlowe Shareholders also should be aware that the transaction contemplated herein may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws and, that such consequences, if any, are not described herein. US Marlowe Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.
The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.
The receipt of cash by a US Marlowe Shareholder as consideration for the transfer of its Marlowe Shares pursuant to the Acquisition may be a taxable transaction for United States federal income tax purposes and may also be a taxable transaction under applicable state and local tax laws, as well as non-US and other tax laws. Each US Marlowe Shareholder is urged to consult its independent professional tax adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US and local, as well as overseas and other, tax laws.
In the event that the Acquisition is implemented by way of a Takeover Offer (subject to the consent of Marlowe and the Panel), in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Mitie, Bidco or their nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Marlowe outside of the US, other than pursuant to such a Takeover Offer, during the period in which such a Takeover Offer would remain open for acceptances. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.
The statements contained in the Scheme Document are made as at the date of the Scheme Document, unless some other time is specified in relation to them, and service of the Scheme Document shall not give rise to any implication that there has been no change in the facts set forth in the Scheme Document since such date. Nothing in the Scheme Document shall be deemed to be a forecast, projection or estimate of the future financial performance of Marlowe, the Marlowe Group, Mitie or the Mitie Group, except where otherwise stated.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the tenth Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror before the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0) 207 638 0129.
In this summary of certain disclosure requirements of the Takeover Code, Business Day has the meaning given to it in the Takeover Code.
Publication on a website
A copy of this announcement and the Scheme Document will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Marlowe's website at https://www.marloweplc.com/investors/mitie-group-plc-recommended-cash-and-share-offer-for-marlowe-plc/ and Mitie's website at https://www.mitie.com/investors/recommended-cash-and-share-offer-for-marlowe-plc/ by no later than 12.00 noon on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.
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