MRL Marlowe Plc

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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

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.

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.