Significant Support Against Marlowe’s Proposal

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

3 August 2021

Restore plc

Restore plc goes from strength to strength

and

Significant shareholder support against Marlowe's proposal

Unanimous rejection of Marlowe's proposal

The Board of Restore plc (AIM: RST), the UK's leading provider of integrated information and data management services, secure technology recycling, and commercial relocation solutions, refers to its announcement of 22 July 2021 (the "Rejection Announcement"), and its unanimous rejection of Marlowe plc's unsolicited, highly conditional, non-binding proposal announced on 22 July 2021 (the "Marlowe Proposal").

The Board of Restore wishes to reiterate its unanimous rejection of the Marlowe Proposal and its firmly held views, as set out in more detail in the Rejection Announcement, that:

·      the Marlowe Proposal significantly undervalues Restore, considering its current and future prospects;

·      the structure of the Marlowe Proposal, with its very low cash element, is not in the best interests of Restore shareholders; and

·      the combination of Marlowe and Restore is not strategically compelling.

The Board of Restore considers the Marlowe Proposal to be highly opportunistic and shareholders are strongly advised to take no action in relation to the Marlowe Proposal.

The Board of Restore looks forward to expanding on the above factors in due course.

Strong momentum and accelerating growth across all of Restore's businesses

In addition, Restore's H1 results, published on 27 July 2021, clearly show that Restore continues to go from strength to strength as a stand-alone business with run rate revenues of £250m which is 16% above pre COVID-19 levels and, as demonstrated by the reinstatement of the progressive dividend policy, that the Board is delivering on its strategic vision for the business and creating strong returns for shareholders.

Significant shareholder support against the Marlowe Proposal

The Board of Restore can confirm that it has received written confirmation from seven shareholders representing approximately 33.27 per cent. of Restore's issued share capital, stating that they do not intend to accept an offer on the terms set out in Marlowe's possible offer announcement dated 22 July 2021.

Further details of this significant shareholder support against the Marlowe Proposal are set out in the Appendix to this announcement.

Charles Bligh, Chief Executive of Restore, commented:

"We are delighted by this strong show of support from our shareholders.

As Restore's H1 results clearly illustrate, the Company is performing very well as a stand-alone company as it continues to grow, win market share, deliver strategic acquisitions and implement its already successful strategy, all of which will create significant shareholder value."

Enquiries

Website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.restoreplc.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Disclaimer

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Restore and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Restore for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in relation to the matters set out in this announcement. 

Peel Hunt LLP ('Peel Hunt'), which is authorised and regulated in the United Kingdom by the FCA, is acting as corporate broker for Restore and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Restore for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with any matter referred to herein.

Appendix

Details of written confirmations of shareholder support against the Marlowe Proposal

The following Restore shareholders have confirmed in writing that they do not intend to accept an offer on the terms set out in Marlowe's possible offer announcement dated 22 July 2021: