29 July 2021

Marlowe plc

Acquisition of Barbour EHS from Informa plc

Marlowe plc ("Marlowe" or the "Group"), a UK leader in business-critical services and software which assure safety and regulatory compliance, announces that it has acquired Barbour Environment, Health and Safety ("Barbour EHS" or "Informa EHS Ltd"), a leading health, safety, environmental and compliance intelligence software platform, from Informa plc for a net cash consideration of £32 million (the "Acquisition").

Headquartered in London and established in 1957 as a print-based regulatory catalogue, Barbour EHS has evolved into a leading regulatory SaaS platform, providing data, information and insights to more than 1,000 customers who use its online subscription product to manage their health, safety and environmental regulatory compliance. Barbour EHS's legal registers, regulatory trackers, editorial insight and workflow tools provide customers with a holistic cloud-based environmental, health and safety solution which helps them to meet their legal and regulatory compliance requirements.

The Acquisition is a major development in Marlowe's digital strategy to become the market leader in compliance software. Positioned alongside Marlowe's existing health & safety capabilities, the Marlowe Board believes that the addition of Barbour EHS allows the Group to offer its clients a broad spectrum of consulting, software, assurance and intelligence addressing their health, safety and environmental needs.

Barbour EHS further expands Marlowe's base of SaaS subscription revenues and offers cross-selling opportunities with Marlowe's existing health & safety consulting and software activities, particularly the Group's Governance, Risk and Compliance division's existing health & safety, eLearning and compliance software business lines.

In the year to 31 December 2020 Barbour EHS generated revenues of £5.4 million and is expected to generate £3.0 million of adjusted EBITDA under Marlowe ownership. The consideration is payable in cash upon completion and is funded from Marlowe's existing cash and debt facilities.

Alex Dacre, Chief Executive of Marlowe plc, said:

"The acquisition of Barbour is a major step in expanding Marlowe's position in the UK's fast-growing governance, risk and compliance software market. In combination with our portfolio of compliance software products, we believe that Barbour's platform enables us to offer clients a complete regulatory solution which enhances their visibility and understanding of evolving standards and regulations and assists them in managing their environmental, health & safety risks.

We continue to make strong progress on our digital strategy to grow Marlowe's compliance software revenues and the acquisition of Barbour marks a significant milestone in increasing our base of SaaS subscription revenues, providing further cross-selling opportunities and strengthening our position in this important and attractive market."

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About Marlowe plc

Marlowe is a UK leader in business-critical services and software which assure safety and regulatory compliance. The company was formed to create sustainable shareholder value through the acquisition and development of businesses that provide regulated safety and compliance services and software. It is focused on health & safety, compliance software, employment law & HR compliance, fire safety, security, water treatment & air hygiene and occupational health services - all of which are vital to the wellbeing of its customers operations and are invariably governed by regulation. Marlowe currently provides services to over 25% of Britain's commercial premises and provides customers with a single outsourced, nationwide, provider of a range of regulated compliance and safety solutions. Our customers can be found in office complexes, high streets & leisure facilities, manufacturing plants and industrial estates, and include thousands of SMEs, local authorities, facilities management providers, multi-site NHS trusts and FTSE 100 companies.

Note

The figure for adjusted EBITDA for Barbour of approximately £3.0 million is calculated based on 2020 actual gross profit, adjusted for actual total indirect costs and the expected level of Marlowe additional support costs. The figure for adjusted EBITDA is not intended to be a profit forecast.