Statement Regarding Restore plc

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.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

10 August 2021

Marlowe plc

Statement Regarding Restore plc ("Restore")

Further to the announcement of 22 July 2021 regarding a possible offer to acquire all of the issued and to be issued share capital of Restore, the Board of Marlowe plc ("Marlowe" or, the "Company" or, together with its group, the "Group") does not believe that a transaction is able to be reached on financial terms that would be in the best interests of Marlowe shareholders. As such, Marlowe confirms that it does not intend to make an offer for Restore under Rule 2.7 of the Code. This is a statement to which Rule 2.8 of the Code applies.

The Marlowe Board (the "Board") continues to believe that a combination of Marlowe and Restore would have been strategically compelling, creating a business of scale delivering a broad spectrum of complementary business-critical services and software to UK organisations and providing a platform for significant future growth. The Board believes that the Marlowe management team has demonstrated a strong track record in creating value for shareholders and understands the growth opportunities that the combined group would have been able to capitalise upon.

In line with Marlowe's disciplined approach to M&A, and taking into account the Board's view of the relative growth prospects of both businesses and inherent value of each, the Board does not believe that a combination with Restore at an offer price that would be required to secure a recommendation from the Restore Board would deliver attractive value creation for Marlowe shareholders.

For the purposes of Rule 2.8 of the Code, Marlowe, and any person(s) acting in concert with it, reserve the right to make or participate in an offer or possible offer for Restore (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within six months of the date of this announcement:

a.   with the agreement of the board of directors of Restore;

b.   following the announcement of a firm intention to make an offer for Restore by or on behalf of a third party;

c.   following the announcement by Restore of a proposal for a "whitewash" (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or for a reverse takeover (as defined in the Code); or

d.   where the Panel on Takeovers and Mergers (the "Panel") has determined that there has been a material change of circumstances.

Further strategic and operational progress in delivering the Marlowe medium-term growth strategy:

The Board remains focused on delivering on the strategy outlined at the Capital Markets Day on 17 February 2021 with attractive future growth opportunities across the business-critical service and software markets and is highly confident of the Group's future standalone prospects:

-     Deepen & Broaden: Current run rate revenues and adjusted EBITDA of approximately £290m and £50m respectively

-     Strengthen: Group has been trading ahead of the Board's expectations in the first half of its financial year, including strong organic growth

o  Divisional adjusted EBITDA margin currently approximately 18% on an underlying basis

-     Digital: SaaS Annual Recurring Revenues now approximately £25m

-     2024 Targets: Board has confidence in achieving its target of £100m run rate adjusted EBITDA ahead of its original target of the end of FY2024

Marlowe's current run rate revenues are approximately £290m and the Group has been trading ahead of the Board's expectations in the first half of its financial year. Marlowe continues to build its organic base of recurring revenues and has achieved good levels of organic growth since the start of the current financial year. In addition, the Group continues to make strong progress in driving productivity, efficiency and margin enhancement, with divisional adjusted EBITDA margin continuing to increase towards the Group's three-year target of 20% and currently standing at approximately 18% on an underlying basis.

In the last 12 months, Marlowe has deployed £182m of capital on 22 acquisitions with a positive contribution of approximately £22m before synergies to the Group's run rate adjusted EBITDA, whilst deepening and broadening its capabilities across the business-critical service and software sectors that it occupies. Following recent acquisitions, Group run rate adjusted EBITDA is currently approaching £50m, up from £37m as announced in our Capital Markets Day and Trading Update of 17 February 2021. SaaS annual recurring revenues, in line with the Group's digital strategy and following the recently announced £18m acquisition of CoreStream and £32m acquisition of Barbour EHS from Informa plc, are currently approximately £25m.

The Group's pipeline of acquisitions to add further scale and breadth to the existing platform continues to develop and it expects to report on further M&A progress in the coming weeks. The Group's balance sheet remains in a strong position to execute upon its M&A strategy.

The combination of organic growth expectations, further margin expansion and M&A strategy underpin the Board's confidence in achieving its target of £100m run rate adjusted EBITDA ahead of its original target of the end of FY2024.

Important notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclaimer

Goldman Sachs International, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively for Marlowe plc and for no one else and will not be responsible to anyone other than Marlowe plc for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matters referred to in this announcement.

Cenkos Securities plc ("Cenkos"), which is authorised and regulated by the FCA, is acting exclusively for Marlowe and no one else and will not be responsible to anyone other than Marlowe for providing the protections afforded to clients of Cenkos nor for providing advice in relation to any matters referred to in this Announcement. Neither Cenkos nor any of its affiliates owes or accepts any duty, liability or responsibility to any person who is not a client of Cenkos in connection with this Announcement, any statement contained herein or otherwise.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised by the German Federal Financial Supervisory Authority and subject to limited regulation by the FCA in the United Kingdom, is acting exclusively for Marlowe and no one else and will not be responsible to anyone other than Marlowe for providing the protections afforded to clients of Berenberg nor for providing advice in relation to any matters referred to in this Announcement. Neither Berenberg nor any of its affiliates owes or accepts any duty, liability or responsibility to any person who is not a client of Berenberg in connection with this Announcement, any statement contained herein or otherwise.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on the Company's website (https://www.marloweplc.com/investors/offer-for-restore-plc/) no later than 12 noon (London time) on the business day immediately 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.

The person responsible for arranging the release of this announcement on behalf of Marlowe is Alex Dacre, Chief Executive Officer.