NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
23 September 2024
Marlowe plc
Further re Demerger of
Occupational Health division
Marlowe plc ("Marlowe", and, together with its
subsidiaries, the "Group"),
the UK leader in business-critical services which assure regulatory
compliance, notes the announcement this morning by Optima Health
Ltd ("Optima Health", to be re-registered
as a public limited company under the name Optima Health plc) on
the publication of its AIM Admission Document in respect of its
proposed de-merger from the Group.
Optima Health will today publish its
Admission Document in relation to the admission of its ordinary
shares to trading on the AIM market of the London Stock Exchange
plc ("Admission"), as
announced on 12 September
2024. Admission of Optima Health, with an
anticipated market capitalisation on Admission of approximately
£190 million, is expected to take place and dealings in the
Ordinary Shares to commence on AIM at 8.00 a.m. on Thursday 26
September 2024*.
As previously announced by Marlowe,
the expected timetable of the Demerger Dividend is as
follows:
Demerger timetable
Record Date for determining
entitlement to the Demerger Dividend
|
6.00 p.m.
on 25 September
2024
|
Demerger Dividend paid to Marlowe
shareholders on the Record Date
|
After 6.00
p.m. on 25 September 2024
|
Admission and commencement of
dealings in Optima Health Ordinary Shares on the AIM market of the
London Stock Exchange
|
8.00 a.m.
on 26 September 2024
|
CREST accounts credited in respect
of Optima Health Ordinary Shares in
uncertificated form
|
As soon as
practicable after 8.00 a.m. on 26 September 2024
|
Posting of share certificates for
Optima Health Ordinary Shares
|
Within
10 days of
Admission
|
Unless the counterparties
specifically agree otherwise, a buyer of the Group's Ordinary
Shares ahead of the Ex-Date will assume the benefit to the Demerged
shares, and the seller would need to pass the benefit to the buyer,
even if the seller is the recorded owner at the Record
Date.
*Subject to the timing of re-registration of Optima
Health as a public limited company.
All references to times are to London time unless
otherwise stated. The dates given are based on the Group's current
expectations and may be subject to change. If any of the dates or
times above change, Marlowe will give notice of the change by
issuing an announcement through a Regulatory Information Service.
Further announcements in respect of the Demerger will be made, as
appropriate, in due course.
For
further information:
|
|
|
|
Marlowe plc
|
|
Lord Ashcroft, Interim Non-Executive
Chair
Adam Councell, Chief Financial
Officer
Benjamin Tucker, Head of Investor
Relations & Strategy
|
www.marloweplc.com
Tel: +44
(0)20 3813 8498
IR@marloweplc.com
|
Cavendish Capital Markets Limited (Nominated Adviser &
Joint Broker)
|
Ben Jeynes
George Lawson
|
Tel: +44
(0)20 7220 0500
|
|
|
Investec Bank (Joint Broker)
|
|
Henry Reast
Oliver Cardigan
|
Tel: +44
(0)20 7597 5970
|
FTI
Consulting
|
|
Nick Hasell
Alex Le May
|
Tel: +44
(0)20 3727 1340
|
Important Information
This announcement does not
constitute, or form part of, any offer or invitation to sell, allot
or issue, or any solicitation of any offer to purchase or subscribe
for, any securities in the Group in any jurisdiction nor shall it,
or any part of it, or the fact of its distribution, form the basis
of, or be relied on in connection with or act as an inducement to
enter into, any contract or commitment therefor.
No reliance may be placed, for any
purpose whatsoever, on the information or opinions contained in
this announcement or on its accuracy, fairness or completeness. To
the fullest extent permitted by applicable law or regulation, no
undertaking, representation or warranty, express or implied, is
given by or on behalf of the Group, Cavendish Capital Markets
Limited ("Cavendish"),
Investec Bank plc ("Investec"), or
their respective parent or subsidiary undertakings or the
subsidiary undertakings of any such parent undertakings or any of
their respective directors, officers, partners, employees, agents,
affiliates, representatives or advisers or any other person as to
the accuracy, sufficiency, completeness or fairness of the
information, opinions or beliefs contained in this announcement and
no responsibility or liability is accepted by any of them for any
errors, omissions or inaccuracies in such information, opinions or
beliefs or for any loss, cost or damage suffered or incurred,
howsoever arising, from any use, as a result of the reliance on, or
otherwise in connection with, this announcement.
Cavendish, which is authorised and
regulated by the Financial Conduct Authority is acting only for the
Group in connection with the proposed Demerger and is not acting
for or advising any other person, or treating any other person as
its client, in relation thereto, or giving advice to any other
person in relation to the matters contained herein. Such persons
should seek their own independent legal, investment and tax advice
as they see fit. Cavendish's responsibilities, as the Group's
nominated adviser under the AIM Rules for Nominated Advisers and
AIM Rules for Companies will be owed solely to the London Stock
Exchange and not to the Group, to any of its directors or to any
other person.
Investec, which is authorised and
regulated by the Financial Conduct Authority, is acting only for
the Group in connection with the proposed Demerger and is not
acting for or advising any other person, or treating any other
person as its client, in relation thereto, or giving advice to any
other person in relation to the matters contained herein. Such
persons should seek their own independent legal, investment and tax
advice as they see fit.
This announcement does not form the
basis of or constitute any offer or invitation to sell or issue, or
any solicitation of any offer to purchase or subscribe for any
Optima Health Ordinary Shares or any other securities nor shall it
(or any part of it) or the fact of its distribution, form the basis
of, or be relied on in connection with, any contract or commitment
therefor. No offer or sale of Optima Health Ordinary Shares has
been and will not be registered under the applicable securities
laws of the United States, Australia, Canada, Japan or South
Africa. Subject to certain exceptions, the Optima Health Ordinary
Shares may not be offered or sold in the United States, Australia,
Canada, Japan or South Africa or to, or for the account or benefit
of, any national, resident or citizen of the United States,
Australia, Canada, Japan or South Africa. There will be no public
offer of the Optima Health Ordinary Shares in the United States,
Australia, Canada, Japan or South Africa.
This announcement may include
statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements may be identified by
the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates",
"expects", "intends", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These statements reflect beliefs of the Directors
(including based on their expectations arising from pursuit of the
Group's strategy) as well as assumptions made by the Directors and
information currently available to the Group. Although the
Directors consider that these beliefs and assumptions are
reasonable, by their nature, forward-looking statements involve
known and unknown risks, uncertainties, assumptions and other
factors that may cause the Group's actual financial condition,
results of operations, cash flows, liquidity or prospects to be
materially different from any future such metric expressed or
implied by such statements. Past performance cannot be relied upon
as a guide to future performance and should not be taken as a
representation that trends or activities underlying past
performance will continue in the future. Forward-looking statements
speak only as of the date they are made. No representation is made
or will be made that any forward-looking statements will come to
pass or prove to be correct.
Whilst the contents of this
announcement are believed to be true and accurate as at the date of
its publication, no representation or warranty is made as to such
contents continuing to be true and accurate at any point in the
future.
For the avoidance of doubt, the
contents of the Group's websites and social media accounts are not
incorporated by reference into, and do not form part of, this
announcement.