LONDON, UK: Marlowe plc, the UK leader in business-critical services and software which assure regulatory compliance, has agreed to sell some of its Governance, Risk & Compliance (GRC) software and services assets to Inflexion Private Equity for £430 million.

The deal includes the following business lines: WorkNest, Vinciworks, William Martin, Elogbooks, Barbour, IMSM & Corestream. It does not include Marlowe’s Compliance Services businesses in Occupational Health (OH) and Testing, Inspection and Certification (TIC), which accounted for about 80% of its revenues in FY23.

The sale is part of Marlowe’s strategic review to maximise shareholder value and focus on its core TIC and OH markets, which are driven by regulation and non-discretionary demand. Marlowe has grown rapidly since its foundation in 2015, completing over 80 acquisitions and expanding into new GRC markets such as HR, health & safety, eLearning, ISO, and compliance software.

Marlowe expects to receive net cash proceeds of about £405 million from the sale, after deducting transaction costs and settling certain liabilities. The company plans to return more than £150 million to its shareholders and use the rest to pay off its debt and invest in its remaining businesses.

The sale is subject to customary closing conditions and is expected to complete in the second quarter of 2024.

Commenting on the Divestment, Kevin Quinn, Marlowe’s Chairman said: “This divestment represents an excellent outcome for Marlowe and its shareholders and underscores the significant value that has been created through the delivery of our growth strategy. The valuation achieved demonstrates the substantial potential within our business and will reset our capital structure, giving Marlowe strategic agility whilst delivering meaningful returns to our shareholders.

Following the sale, Marlowe’s business will consist of two market-leading compliance service divisions in Testing, Inspection and Certification and Occupational Health, with a clear and refocused strategy in our core compliance service markets.

Since 2015, Alex has been instrumental in developing Marlowe into a UK powerhouse in regulatory compliance which, through a combination of over 80 acquisitions and strong organic growth, has been transformed into a company with more than £500 million in revenues, over 5,000 colleagues and thousands of clients across the UK. On behalf of the Board, I would like to thank Alex for this exceptional achievement and his outstanding leadership in building Marlowe.”

Alex Dacre, Marlowe’s outgoing Chief Executive said: “It has been a privilege to lead Marlowe since its inception and through the Group’s rapid evolution into the UK’s leader in safety and compliance. This divestment represents a significant premium to our market capitalisation and clarifies the Group’s forward strategy to focus on the highly attractive and regulated compliance service markets. I wish everyone at Marlowe every future success.”

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