Marlowe plc, the support services group focused on acquiring and developing companies that provide regulated inspection, testing and compliance services for commercial properties, announces that it has acquired William Martin Compliance Solutions Limited and Ivor Roy Limited for an implied total enterprise value of £30.0 million.
Formed in 2004, William Martin is a leading technology-enabled UK provider of property-related health and safety audit and consultancy services. It provides recurring consultancy alongside a leading software-as-a-service compliance platform to a wide range of commercial customers across the UK to ensure regulatory compliance in areas such as health & safety, fire safety, water safety, asbestos management and contractor management. The business employs approximately 100 staff and has offices in London, Leeds and Norwich.
Through providing consultancy services integrated with Meridian, its proprietary software platform, William Martin enables customers to manage risk and statutory compliance across their properties. William Martin’s services significantly extend Marlowe’s capabilities towards providing its customers with a comprehensive approach to their health & safety and regulatory compliance needs, from initial audit through to full implementation, and are expected to generate significant cross-selling opportunities.
For the year to 30 April 2018, William Martin generated revenues of £7.5 million, EBITDA of £2.3 million at a margin of approximately 30%, and profit before tax of £2.4 million. Approximately 85% of William Martin’s revenues are recurring. As at period end, the business has net assets of approximately £2.3 million. The Acquisition is expected to be at least 10% earnings enhancing in the first full year of ownership.
The Company also announces a placing to raise gross proceeds of approximately £7 million before expenses through the issue of 1,700,000 new ordinary shares of 50 pence each (the “Placing Shares”) at 410 pence per share (the “Issue Price”) to certain new and existing investors (the “Placing”). The Placing was oversubscribed and the Issue Price represents a premium of approximately 2.2 per cent to the closing mid-market price of 401 pence per share on Thursday 20 December 2018.
Alex Dacre, Chief Executive of Marlowe Plc, said: “The acquisition of William Martin significantly accelerates our strategy of providing our customers with a comprehensive one-stop approach to their health & safety and regulatory compliance needs. William Martin is a market leader which shares a similar channel to market with our existing businesses and benefits from strong relationships with customers who place a high value on the consultancy and software services. We are confident that this acquisition will generate attractive returns for Marlowe’s shareholders.”