Business
Update on Regulatory Conditions
Update on Regulatory Conditions.
About this update from Mitie Group Plc
[{"type":"text","content":"\n\nNOT 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\nFOR IMMEDIATE RELEASE\n25 June 2025\nRECOMMENDED CASH AND SHARE OFFER\nFOR\nMARLOWE PLC\nBY\nMITIE TREASURY MANAGEMENT LIMITED (\"BIDCO\")\n(a wholly owned subsidiary of Mitie Group Plc (\"Mitie\"))\nto be effected by means of a scheme of arrangement\nunder Part 26 of the Companies Act 2006\nIntroduction\nOn 5 June 2025, the boards of directors of Marlowe and Mitie announced that they had reached agreement on the terms and conditions of a recommended cash and shares acquisition pursuant to which Bidco will acquire the entire issued, and to be issued, ordinary share capital of Marlowe (the \"Acquisition\"). It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the \"Scheme\"). The circular in relation to the Scheme (the \"Scheme Document\") was published and posted to Marlowe Shareholders on 23 June 2025.\nCapitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document, unless the context requires otherwise.\nUpdate on Regulatory Conditions\nMitie and Bidco are pleased to announce that they have received confirmation from the Department of Enterprise, Trade and Employment in the Republic of Ireland that the Acquisition does not meet all of the criteria requiring mandatory notification under Section 9 of the Screening of Third Country Transactions Act 2023. Accordingly, condition 3(c) as set out in Section A of Part III of the Scheme Document has been satisfied.\nCompletion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining conditions to the Acquisition set out in Part III of the Scheme Document, including the receipt of clearance of the Acquisition under the National Security and Investment Act 2021 in accordance with condition 3(b) as set out in Section A or Part III of the Scheme Document. Mitie and Bidco will continue to provide updates as required on the progress of satisfaction of such conditions.\nTimetable\nThe expected timetable of principal events is set out in the Scheme Document and also below. Subject to the approv...