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:
Current directorships / partnerships
|
Previous directorships / partnerships
|
Impellam Group plc
|
Imperial War Museum
|
Merit Group plc
|
Imperial War Museum
Foundation
|
Waterloo Investment Holdings
Limited
|
|
Rendeavour Holdings
Limited
|
|
Heather Global plc
|
|
Crimestoppers Trust
|
|
Prospect Education (Technology)
Trust Limited
|
|
Lord Ashcroft currently holds
11,877,361 Ordinary Shares in Marlowe, representing 12.3% of the
Company's issued share capital.
For
further information:
Marlowe plc
|
Alex Dacre, Chief
Executive
|
www.marloweplc.com
|
Adam Councell, Chief Financial
Officer
|
Tel: +44
(0) 203 813 8498
|
Benjamin Tucker, Head of Investor
Relations
|
|
|
|
Cavendish Capital Markets (Nominated Adviser and Joint
Broker)
|
Ben Jeynes
|
Tel: +44
(0)20 7220 0500
|
George Lawson
|
|
|
|
Berenberg (Joint Broker)
|
Dan Gee-Summons
|
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 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.