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
SHAREHOLDERS SHOULD NOT MAKE ANY DECISION IN RELATION TO THE ACQUISITION EXCEPT ON THE BASIS OF THE COMBINED CIRCULAR AND PROSPECTUS PUBLISHED TODAY.
FOR IMMEDIATE RELEASE.
4 November 2020
LEI number: 213800MTCLTKEHWZMJ03
MITIE GROUP PLC
ANNOUNCEMENT OF PUBLICATION OF CIRCULAR AND PROSPECTUS
Further to the announcement by Mitie Group plc ("Mitie") on 25 June 2020 relating to the acquisition of Interserve Facilities Management (the "Acquisition") and announcement of the final terms of the Acquisition on 4 November 2020, Mitie is pleased to announce that the Financial Conduct Authority has today approved a circular containing information on the Acquisition and a prospectus in relation to the admission of the 248,396,183 new Shares in Mitie (the "Consideration Shares") to be allotted and issued to How Group pursuant to the Acquisition to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange (the "Combined Document").
The Combined Document contains a notice convening a general meeting of the company to be held at Level 12, The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom at 11.00 a.m. on 23 November 2020 (the "Mitie General Meeting") to allow Mitie Shareholders to vote on the resolutions required for approval of the Acquisition and certain other matters in connection with the Acquisition. Under the UK Government's current guidance on social distancing and prohibitions on public gatherings the Board has made the decision to hold the General Meeting as a closed meeting. Shareholders are strongly encouraged to vote on the resolutions to be proposed at the General Meeting by proxy and raise questions in advance of the General Meeting, given they will not be able to attend the General Meeting.
The Combined Document will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Combined Document is also available for inspection on the Company's website: www.mitie.com
The defined terms set out in the Combined Document apply in this announcement
For further information, please contact:
Mitie Group plc
Fiona Lawrence, Mitie Investor Relations +44 (0) 7808727500
Evercore +44 (0) 20 7653 6000
(Financial Adviser to Mitie)
Jefferies International Limited +44 (0) 20 7029 8000
(Sponsor and Joint Corporate Broker to Mitie)
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document.
NOTICE TO ALL INVESTORS
Jefferies International Limited (the "Sponsor"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as Sponsor for the Company and no one else in connection with the matters described in this announcement and will not regard any other person as a client in relation to the Acquisition and the Consideration Shares and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any person in relation to the Acquisition or the Consideration Shares, or any matters referred to in this announcement.
Neither the Sponsor, nor any of its respective subsidiaries, branches or affiliates, nor any of their respective directors, officers or employees accepts any responsibility or liability whatsoever for the contents of this announcement, (or whether any information has been omitted from the announcement), or makes any representation or warranty, express or implied, as to its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Acquisition or the Consideration Shares, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss arising from any use of this announcement or its contents or otherwise arising in connection therewith. Subject to applicable law, the Sponsor accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Neither the Sponsor, nor any of its respective subsidiaries, branches or affiliates, nor any of their respective directors, officers or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of the Sponsor in connection with the Acquisition, the Consideration Shares, this announcement, any statement contained herein, or otherwise.
Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to the Company and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein.
Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the matters described in this document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.