Good morning, and welcome to the Marlowe plc Investor Presentation. Throughout this recorded presentation, investors will be in listen-only mode. Questions are encouraged and can be submitted any time by the Q&A tab situated on the right-hand corner of your screen. Just click Q&A, scroll to the bottom, type your question, and press Send. The company may not be in a position to answer every question received during the meeting itself. However, the company review all questions submitted today and publish responses where it's appropriate to do so. Before we begin, we'd like to submit the following poll. I'd now like to hand you over to Alex Dacre, CEO, and Adam Councell, CFO. Good morning. Thanks very much. Good morning. I'm Alex Dacre, Chief Executive of Marlowe. I'm here with Adam, our Group Finance Director. This morning we're gonna take you through our recent half year results, and give you a summary of our company strategy, and open up to Q&A. Before we kick off, we'd like to show you a short video on the corporate strategy of the company. Let's face it, businesses today have a lot to worry about. Complying with ever-changing and increasingly onerous regulations is difficult, and compliance is more than just satisfying regulations. In today's ever-changing world, if organizations don't rise to these challenges, they fail. That's where the Marlowe Group comes in. Our mission is to help companies succeed by delivering a one-stop shop of services and software to ensure businesses have what they need to be safe, efficient, and compliant. Here's how we do it. We provide data and information on regulatory standards, covering areas such as health, safety, and the environment, and everything is delivered via our online platform. The latest legislation is always at your fingertips. Our employment lawyers and HR specialists help to keep employers legally compliant and build productive workforces. We apply the latest regulations in the workplace by delivering advice and leveraging our powerful HR technology to help your business to succeed. We empower organizations to bring out the best for employees by actively managing their health and wellbeing, which in turn improves business productivity and engagement, ensures compliance, and reduces staff absence. At buildings like this, our health and safety consultants audit, assess, and reduce risk, and then we deploy our software to ensure workplaces remain compliant 24/7. Once safety risks have been diagnosed, our fire safety, water, and air hygiene specialists will inspect business premises to assure ongoing safety. Our e-learning has trained millions of professionals on their compliance obligations, building a culture of integrity and inclusion. We raise awareness of key regulatory risks such as anti-bribery, data privacy, ESG, modern slavery, tax, and ethics. Our supply chain management software gives you total visibility and control of your contractors, ensuring services are delivered to a high standard by vetted and audited service providers, allowing you to rest assured that your suppliers are compliant. We provide organizations with the software to efficiently manage risk compliance and audit activities in an environment that put the end user first. Our software adapts to our clients' processes and frameworks rather than limiting them to a one-size-fits-all approach. This helps achieve higher compliance standards and more effective risk management. Whether it's compliance software, health and safety, employment law, occupational health, or fire and water compliance services, you can count on Marlowe as the one-stop shop to help your company grow safely and succeed. Great. Hopefully, that was a useful introduction to our company strategy and the range of compliance services and software that we provide. As I say, we recently announced our half-year results to the market, and we'd like to take you through some of the highlights of those results. I'll kick off and then hand over to Adam to take you through some of the financial side of things. We had a good half. Revenue was up 66%. That was driven by strong organic growth of 8% and a significant contribution from acquisitions. We saw adjusted EBITDA grow by 80%, just under GBP 40 million, GBP 39.2 million, EPS grew by 39%. A key element of our strategy is to strengthen our operations, to expand our margins, and to improve our returns. We are pleased to report that divisional EBITDA margin has increased by a further 100 basis points to 19%. This is fast approaching our medium-term target of 20%. This is the product of effective integration programs, our investment in higher margin software businesses, and improved operational efficiency and productivity across our six business lines. We expect this margin accretion to continue to develop and to deliver as we implement further operational efficiencies and add further scale to our platforms. We're making good progress towards the financial targets that we set in FY 2021 to reach GBP 500 million of revenue and GBP 100 million of EBITDA by the end of next financial year. Our current run rate is GBP 468 million of revenue and GBP 83 million of EBITDA. We continue to expect to exceed those original aspirations in advance of that original target at the end of FY 2024. Our total addressable compliance markets are very large. We have over GBP 8 billion of market to go after. We continue to selectively take advantage of this fragmentation to deliver on our bolt-on M&A strategy. We deployed GBP 44 million in the first half into further acquisitions. We achieved an average multiple of 6.8x, so an attractive valuation. That's on a pre-synergy basis. Once we integrate those businesses, we would expect that valuation to come down by probably a term or two of EBITDA. We are the clear U.K. leader in compliance software and services. None of our competitors are able to serve customers across the breadth of compliance markets that we can. We really do provide a turnkey approach to compliance, as you can see on the page. That's across software, health and safety, employment law and HR, and occupational health on the GRC side of our business, and fire safety and security and water and air hygiene, on the TIC side of our business. We now employ around 5,500 professionals. Roughly 2/3 of those professionals are customer-facing fee earners, involved in the delivery of our compliance services. Hundreds of health and safety consultants, HR consultants, employment lawyers, occupational health clinicians, doctors. We employ 130 compliance software developers now, fire safety technicians, and water hygiene experts. We're delivering really the full range of the compliance and business critical services across a base of about 50,000 customers across the U.K. Customer relationships are strong, they're durable. Customer attrition is running at around 7% per annum. We're very well diversified. Our largest customer represents around 2% of group revenue. Our capabilities across compliance, service and software means that a complementary service or product can easily be cross-sold to the same customer, to an existing customer. Those customers might be the head of compliance for an organization, a health and safety director, or the owner-manager of a small business. Whoever's responsible for compliance within the organization, that's our channel to market and that's our customer. Everything that we do for our customers helps them to navigate complex regulations. You can see from the slide some of the key regulations that underpin demand from our customers, that they range from the Health and Safety at Work Act, through to the Fire Safety Reform Order, or the Employment Rights Act. This focus on regulation supports what is a very resilient business model. That resilient business model means that we're well placed to produce a consistent financial performance really throughout all macroeconomic environments. That resilience can be seen in the organic growth that we've delivered over time. It shows that the underlying demand for our products and services is consistent throughout the economic cycle. The resilience is also demonstrated in the increasing margin that we've delivered over the years. This reflects a well-controlled cost base, our drive to continuous operational improvements and also the pricing power, which gives us the ability to pass on cost increases to our customers via price increases. The services that we deliver are non-discretionary. They're a relatively small operational expense for our customers, and they are essential to the legal, the compliance, and also the efficient running of their, of their organizations. We're embedded very well into our customers' operations, and the switching costs are significant. Change represents a heightened risk of non-compliance for our customers. It's unattractive to move away from the services we're delivering if we're achieving a good standard of compliance for our customers, which in general we are. The more we cross-sell to our customers, the more that relationship with them strengthens. If you think about a typical customer for Marlowe, they might take a four-year subscription for HR compliance. That might be alongside a subscription for compliance, e-learning to train their staff in compliance. It might be alongside HR software, a retained health and safety contract, and perhaps health and safety software too. It's by bundling those services through the same channel that we improve compliance standards for our customers, but we also strengthen our relationship with those customers and embed ourselves more closely with their operations. Around 40% of our customers are now taking multiple services from the group. 40% of our revenues are coming from multi-service customers. The subscription and multi-year nature of our services and software also gives us very strong earnings visibility. Around 85% of our revenues are recurring, typically on 3-5-year contracts. The customer relationships are long. Typically we keep customers for over 12 years now. I'll now hand over to Adam to take you through some of the financial detail before he passes back to me to update you on our digital strategy and some of the attraction of our markets. Thanks, Alex. In terms of revenue for the first half, that increased by 66% to GBP 223 million. That splits into two buckets. Obviously, the impact of acquisitions, which was 58% of that 66% growth, was resulting from acquisitions made in both FY 2022 and the first half of this year. We completed 10 bolt-ons in the first half of this year, and obviously we deployed just over GBP 300 million on M&A in the last year. A very active year. In terms of the other parts of that revenue growth, it was organic growth, which was at 8%. There's three sort of buckets within there. We've got the impact of pricing. Obviously our costs increased by around 4%, mainly driven by increases in inflation in the first half, and we've managed to pass that through in the form of price increases pretty successfully in the first half. In addition, we also estimate that cross-selling and upselling continue to contribute between 1.5%-2% of, to our organic growth target, and then the remainder is coming through new business net of customer attrition, in particular, TICs of a particularly strong first half. Below that, revenue line, we find that EBITDA has increased by 80% in the first half to GBP 39.2 million, and that equates to 100 basis point improvement in divisional EBITDA margin to 18.8%. That's been driven by two things. The impact of the increased scale of the GRC division and also then a good operational performance in the TIC division. In terms of adjusted operating profit, that's up 85%. We have seen increases in interest costs driven by two things, the higher level of base rates, but also the increased utilization of the debt facilities as we expand on, continue the growth strategy. That's meant that adjusted profit before tax increased by 74% to GBP 26.4 million. EPS has gone up by 40% to GBP 0.223. Obviously, that factors in the increased number of shares and issues following equity raise during the last 12 months. In terms of the GRC division, obviously last year was a particularly transformational period for the GRC division, with much of the GBP 300 million we deployed on M&A falling in this division. That means that revenues have increased by 168% to GBP 92.3 million. The organic growth was at 7%, that's good performance. We've then seen the both profit lines, the EBITDA going up 125% and the operating profit going up 117%. In terms of the EBITDA margin movement, that's driven by mix. Our occupational health business runs at lower margins than the rest of the GRC division, that business has increased in scale significantly following the Optima Health acquisition we completed at the back end of last year. Actually, if you exclude occupational health, the margins in this division actually move forward by around 300 basis points. Underlying the rest of the division is doing as we expected in terms of margin improvement. In terms of the TIC division, revenues are up by 30% in that division to GBP 130.6 million, with very good organic growth in this division of 9%. That reflects new customer wins, lower attrition, and strong upselling. In terms of margins, they actually moved forward, so therefore the EBITDA was up 35% to GBP 18.1 million, and the operating profit was up to GBP 12.8 million, up to 39%. As I say, the margins moved forward by half a percent. Actually that is in addition to a 120 basis point improvement in margins in the last financial year. What you're seeing from this division now, which is very little mix movement in there, is actually just consistent increase in margin on a year-on-year basis, which is really the benefits of integration we've made in the earlier period of Marlowe's history. We're seeing the long-term benefits of investing heavily in integration in this division. Moving away from the P&L and looking at return on invested capital. Here we've got, you can see down the left how we see our cost of investment side of the equation. In total, at the top there, you see we've invested GBP 675 million in our M&A to date, and that is made up of obviously the cash consideration paid and then obviously the deferred consideration payments to come. Also we see restructuring costs and acquisition costs as an integral part of the cost of investment calculation, and that's why we include those. In terms of what you can see, the group return on invested capital is 13%, but I would like to highlight the difference between our two divisions. The reason for that difference is around timing and how long we've been investing in those different relevant divisions. TIC is running at 19%, which is a really strong performance and shows the benefit of us investing heavily in integrating those businesses from when we started building that division back in 2016. We've been building that division for six years, that's why you can see the consistent growth in the return on invested capital over time. That's driven through those margin improvements I highlighted on the previous slide, that you can't get those unless you invest heavily in integrating businesses. On the other hand, GRC is running at 10%, that's because most of that business has been built in the last 18 months. You can see by the gold bars in the chart there that obviously we've only just bought much of our GRC division, so therefore we are still in the process of integrating those businesses. We would expect, therefore, the returns on investment to increase over time. Also what's reflected in GRC is we've that we pay a higher valuation on those businesses because their inherent organic growth and margins are higher than TIC. Therefore, we would expect to see that group 13% number increase over time, driven in through both the growth in ROIC in both divisions, but in particular in GRC. Just touching on the cash flow. In terms of how we as I've highlighted, the way we see restructuring acquisition costs, they're part of our cost investment equation. Therefore, we look at our operating cash flow before those outflows for restructuring and acquisition costs. Therefore, net cash from operations in the first half was GBP 22.6 million. That was held back by a working capital outflow of around GBP 16 million, which was in part due to timing. It was about GBP 10 million of working capital we expect to come back in the second half, about GBP 4 million of which is due to timing of payments, i.e., prepayments, and about GBP 6 million is due to billing timing, which was a result of our integration processes that we've been undertaking. We integrated several systems in our water business, which actually meant that we added about two weeks to our billing cycles in the first six months. That was a deliberate act on our part to ensure that the invoices that we send to the customers are correct, because whenever you change systems, that's one of the primary things you want to ensure you get correct. We are returning to normal processes in terms of those billing processes. Therefore, that temporary GBP 6 million you see there, will return in the second half, so will the GBP 3.8 million above it. We should see cash flow improving significantly in the second half. In terms of CapEx, that's at GBP 7.6 million in the first half. That's obviously just increased through the increased scale of the group. As we bought more businesses, they come with higher levels, they come with inherent levels of CapEx within them. Therefore, that's fairly reflective of our current run rates of CapEx. In terms of our leverage position, at the half year, net debt, excluding leases of GBP 256.2 million, which reflects a 2.1x leverage, which is roughly in the middle of our window of 1.5x-2.5x. Obviously, given current market views on leverage, we're more aware of where we'd like to pitch that leverage and maintain it around a 2x level, rather than pushing towards the 2.5x window that we've got there. In terms of a summary from me, obviously the first bullet there just highlights the fact that we've actually had a very good operational performance in the first half. Revenue up 66%, good organic growth, EBITDA margins improving. That's been reflected then in the increase in PBT and a 39% increase in adjusted EPS. We have been investing heavily in the first 6 months in the integration of acquisitions, and we do that in order to drive ROIC in the future. That will continue through the second half and then will fall away as we move into the next financial year. Underlying cash conversion, actually, when you strip out those time differences, it's actually relatively good. Obviously, we will be focused heavily in the second half on ensuring that working capital, GBP 10 million timing unwinds. Our return on capital employed is at a good point of 13%. We see significant headroom for it to grow in the future as we drive the integration of the businesses. Our debt facilities, we did increase in October to GBP 233 million. We haven't drawn on that extension. Effectively, that is providing additional headroom for the group, which is a good practice at the moment. Obviously, the finance costs do reflect the significant increase in borrowing costs that we've seen, particularly in the middle of this year. That reflects obviously the higher and large debt facilities we have in place. Obviously, off the back of that, actually, the, our trading expectations for the year are actually increased slightly, but obviously that's affected the increased finance costs obviously affected the underlying earnings per share impact for the and this forecast for the second half. That's it from me. I'll hand back to Alex. Okay. Thanks, Adam. We're confident of our ability to continue growing organically in the high single digits because of various factors. We're in attractive markets that benefit from attractive structural growth, which provides really the platform, really the setting for our future organic growth. Regulations are constantly evolving, our clients need up-to-date insights across what is an ever more complex regulatory landscape. Stricter insurance requirements, regulatory fines associated with non-compliance are on the up. The average health and safety fine in the U.K. has increased by 381% between 2018 and 2022. Likewise, we're seeing the emerging legislative impact of ESG is adding momentum to our markets. It places much greater emphasis on employers to improve the wellbeing of their staff, to improve the safety of their staff, to implement good governance practices, good compliance practices, as well as enhancing their impacts on the environment. As a result of that, we're finding our clients are applying bigger budgets to compliance, and we're dealing with more senior individuals within our customers' organizations. That, that structural growth backdrop is resulting in markets that are growing at somewhere between 3% and 5%, depending on the vertical. The second factor that gives us confidence is our success in bringing together Marlowe as really a cohesive compliance focused platform. We drive additional organic growth through cross-selling across our services and software. We have very broad capabilities now, and that cross-sales focus has recently resulted in a six-figure, multi-year, e-learning contract being sold to health and safety customers. Another six-figure contract cross-sold between health and safety and fire safety. Cumulatively cross-sales is adding about 2% to our organic growth each year. Two of that 8% is coming from selling additional services to existing group customers and embedding ourselves more deeply with those customers. Alongside that organic growth, we have a dedicated and highly effective M&A function that are identifying new compliance markets, originating opportunities, and negotiating attractive deals across our markets. We also have, as Adam alluded to, a dedicated integration teams in each business who are very well-versed and well experienced in bringing businesses into our model, onto our systems, and aligning them with our, with our processes. That value adding M&A and integration capability is what has underpinned our top line growth in the first half of 66%. I thought it was just worth updating you on our digital activities because this has been a newer part of the group, but it's growing rapidly, and it now accounts for about 10% of our overall revenues. Somewhere between 20% and 25% of the group profits are now derived from software. The scale of the digital opportunity at Marlowe is very significant, particularly on the GRC side of the business. Digital products are supplementing the group's compliance services as very core tools that our customers use to ensure, to control and to promote compliance across their business. The deployment of our software significantly improves compliance standards. It also improves the customer experience and makes them much stickier. One of the reasons that we've seen increasing rates of organic growth over the year is because of this move into software where we're growing, let's say, at a faster rate organically. Since our initial entry into the software market in 2018, we've really built a pretty rich suite of compliance solutions through both mergers and acquisitions, but also organic initiatives. As I say, SaaS subscriptions now account for GBP 39 million of our revenues. GBP 39 million SaaS ARR. In the last financial year, six additional software businesses joined the group. We'd expect SaaS revenues to continue to grow as a proportion of total revenues as we benefit from the fast growth in this market, the diversity and relevance of our products to our customers, and the organic growth benefits of our cross-sale strategy. Our software products coalesce very neatly with our service activities. If we're delivering health and safety consultancy, we also wanna be implementing a health and safety software system. If we're delivering employment law and HR advice, then we will implement case management or an HR software platform and a suite of e-learning tools as well. It's that ability to combine consulting and information with software that creates a really attractive model. If you can offer customers a mix of information, which provides the customer with relevant regulations, so we do that via our Barbour business, then we provide consultancy to help them to understand how to apply that legislation to their organizations. Finally, the software that enables them to track compliance against the legislation, then that really is delivering a turnkey compliance solution. We're gonna open up to Q&A now. Just before I do, really to summarize, these results reflect a resilient, well-positioned, and growing business, delivering service and software that's underpinned by strong customer demand throughout the economic cycle. That organic growth rate of 8%, we're really pleased with. We've delivered that consistently over the past couple of years. That strong organic growth is built on resilient markets that are benefiting from long-term structural growth drivers. Our ability to compound that organic growth through bolt-on M&A and effective integration has also been key to that success. As I just alluded to, software has now become a key part of the proposition. We're enhancing compliance standards for customers and generating nearly a quarter of our profits. Our clear strategy is delivering consistent and strong financial results in attractive markets, which gives us a great deal of confidence that we will achieve our medium-term financial targets of GBP 500 million of revenue and GBP 100 million of EBITDA in advance of that original timetable. Right. I'm now gonna hand back to the host to take you through some questions that were submitted in advance. I know that questions have been coming through on the platform whilst we've been speaking, so we'll get onto them after the pre-submitted questions. Fantastic, Alex. Thank you very much indeed. Adam, thank you as well for the presentation. Ladies and gentlemen, do please continue to submit your questions just using the Q&A tab situated on the right-hand corner of your screen. I just wanna come and take a few moments to review those questions submitted today. I'd like to remind you the recording of the presentation, along with a copy of the slides and the published Q&A, can be accessed via your investor dashboard. Alex, as you did say, we had a number of pre-submitted questions that came in from investors. You very kindly put those into a number of themes. Perhaps I could start off with the first one. The first theme we have really is around net debt, which I know we've covered off, and there's some questions through the live presentation as well today. This reads as follows: The debt seems to be weighing heavily on the share price at the moment. Are you slowing the pace of acquisitions or do you have any plans to reduce the debt? Could anything have been done differently? Having these on variable rates has, in hindsight, been a mistake. I'll pick up that, Alex can chip in if he thinks I've missed anything. As I think I mentioned, our target ratio for leverage is 1.5x-2.5x, which is a relatively conservative position given the high level of recurring revenues and high margins we have in the business. We also have the ability to de-lever quickly. Obviously, as I think I mentioned in the presentation, we're currently around 2.1x that we won't be planning to nudge towards that 2.5x end of the range over the coming months as we try to make sure that we maintain a sensible leverage position given the market conditions. Just in terms of debt facilities, we did. I said, as I mentioned, we did extend those to GBP 233 million. We haven't actually drawn on that extension at this point at the half year. Obviously, just wanted to ensure that we make sure we've got sufficient headroom to ensure that that's there to support the business as we go through the coming months. Thank you very much indeed. Next question we've got here is assuming additional half% base rate increase in December, what will the annualized interest cost be? I think within the analyst forecast, they have actually built in a 0.5% increase in base rate up to 3.5%. If you look at our interest cost, around GBP 10 million this year and GBP 10 million next. Our run rate is probably then about GBP 12 million now, but obviously then the GBP 10 million next year reflects the fact that net debt will reduce through next year. Our current run rate would be around GBP 12 million. That's great. Thank you. Next theme we've got here is acquisitions. A few questions on this, that you can see as well have come through today as well. The first question reads: Given the depressed share price and the relatively low EBITDA multiple, you now possess, does this reduce or remove entirely your ability to do accretive M&A if you've averaged 6.8x this year in acquisitions? Given the 6.8x is pre-synergies, what is the normalized post synergies multiple you typically see in your M&A? Yeah. Why don't I take that one? If you look at the last 18 months, we've had a very busy period from a M&A perspective. We spent GBP 320 million on deals last financial year. So far this financial year, we've spent GBP 44 million. When we were raising money for the Optima acquisition back in January, we were very clear with investors that we expected this financial year, going into early next financial year, to be a period focused on integration, driving synergies, implementing operational improvements, alongside some smaller, bolt-on M&A. That's what we've been delivering so far this financial year. The deals we've done in H1 have been small, have been through attractive multiples. I think on a post-synergy basis, you can expect that multiple to come down by at least a turn of EBITDA. Looking forward into H2, I think we'd expect the pace to be probably even slower than H1. There are a couple of things we're looking at and working on and working out when the ideal timing would be for those deals. They might fall into next financial year. I mean, the question on the rating, obviously the rating has come down significantly in the last 10 days. I think from an EV/EBITDA perspective, we're sort of 9-ish times at the moment. o acquire businesses at significantly more attractive multiples than our own. They are accretive, particularly if we're going to fund those deals from the cash that we're generating as a business. If you look to next financial year, I think we expect to generate around GBP 40 million of cash, which we would be looking to redeploy into attractively priced bolt-on acquisitions. Clearly our focus is on making sure that the rating improves over that period as well, which would give us the ability to consider in the future larger transactions that would require the support of shareholders. That's not the plan at the moment The plan at the moment is focus on integration, driving synergies, keeping leverage at a conservative level, and preparing for further M&A growth in the future. Thank you very much indeed, Alex. Next question we've got here: Are there any integration cases not so successful? Any lessons learned and remedial measures you've done? What are the results? Sure. I think the first point to understand here is when we set up Marlowe, we set it up with a view to making acquisitions and effectively integrating those acquisitions. I mean, both Adam and myself have been involved in other listed companies where acquisition has been a tool to accelerate growth. We've got a lot of experience in executing those strategies. We set up Marlowe with a relatively decentralized structure. So, a relatively small head office and then six autonomous and very well empowered business lines, each with brilliant management teams and significant integration resource dedicated to integrating businesses across the group. Because of that well-designed organizational structure, we are able to tackle a number of integration programs concurrently as really discreet projects. Yes, integration does present challenges. Over the years, we have seen lots of obstacles that we've had to navigate. I think the fact we've been doing this for six, nearly seven years, means that we benefit from a significant track record and significant experience on that front. We've got management teams, and integration resource that have been doing this for a long time and have a very, very well-developed playbook of how to avoid the pitfalls, how to win the hearts and minds, how to implement our culture on the business, how to successfully transition IT systems and IT platforms, and how to restructure businesses effectively. If I think back a few years, I mean, in terms of things that have presented challenges for us, I mean, sometimes we've changed IT systems probably too quickly, and we've moved acquired businesses onto our platforms, a bit too hastily. That has then caused further issues down the line with data being in the wrong place. Caused issues with processes not being quite right. It's from those learnings that you then improve and enhance the integration playbook in the future. Now when we're putting a new CRM system or a new accounting platform in place, we'll do it at a very measured pace, and we'll apply quite significant resources to those sorts of change programs so that we get it right and that we get it right at the right pace. I mean, over the years we've faced people issues, we've bought businesses, and we've lost a couple of people we didn't want to. actually, if that happens these days, it doesn't tend to happen often. Actually it's not a significant issue these days because we've got very good teams, we've got very good infrastructure in place, we've got the right operating models, so we're not reliant on particular individuals that we inherit as a result of the acquisition. On the other hand, acquisition is a brilliant tool to bring brilliant talent into the business. If you look at our top teams, and up to the second tier, management teams across the group, I'd say that at least 50% of those, if not slightly higher, are individuals that we've inherited from acquisitions who have gone on to take senior positions in one of our platform businesses. Fantastic. Thank you, Alex. The next question I think you've actually covered off as part of that one, but how do you describe your company culture? Do you tend to reshape the culture of those acquired companies or leave it as it's been? I think there's a common culture that exists across the group, is one of entrepreneurial autonomy, and the principle that power and responsibility should be placed very closely to one another. Then individual divisional cultures, I think are slightly different from business line to business line. Because we believe strongly in that principle of autonomy, we leave it down to our divisional chief executives to design their company culture in a way that's right to their specialist compliance market, as part of that overall Marlowe Group, which is all bound by that common channel to market, that common ambition, and that common culture focused on compliance expertise, and collaborating closely across the group. Fantastic. Thanks, Alex. Next question we've got here is following the large acquisitions done last year, what do you expect the restructuring cost to be this full year, and how about in future years? I can see Frane, thank you for your question. We've seen a number of questions around that restructuring costs as well throughout the meeting. Yeah. I think as I highlighted, we are investing heavily in acquisition restructuring at the moment. Obviously, that's largely reflective of the GBP 300 odd million we deployed in the last financial year. Obviously Optima is a very large acquisition. Most of the restructuring takes place in the first 12 months of the acquisition and generally is finished within 12 months. I think the exception to that is probably Optima, where that is a large acquisition, so it'll probably take more like 18 months. Plus, we spent about GBP 10 million on restructuring the first half. There's about GBP 8 million to go in the second half, and then all the restructuring will finish next year based on the current portfolio of M&A. That will be about another GBP 7 million in the next financial year, at which point the restructuring costs will come to an end, barring further acquisitions. In its current state, that's the timing on restructuring costs. Thank you very much indeed. Next one we've got here. On the restructuring adjustments, is it proper to show the cost of duplicated staff roles and duplicated operational costs? This does not seem to be standard practice with restructuring adjustments would be giving you the benefit of costs on an adjusted earnings basis before you fire the appropriate employees and strip out the cost. Okay. I think what's important here is we want to give a clear view of the underlying trading of our businesses. Excluding duplicated costs that are sitting in those businesses that is due to leave shortly is a view we want to give. Obviously, that treatment makes sure that we give that accurate view of the underlying trading of the businesses. In terms of that treatment, that's pretty consistent across other buy and builds. We think the treatment is broadly in line with other, with other companies. Great, thank you. Just moving on a couple of final questions pre-submitted. Next one we've got here is, how do you think about share buybacks at the current stock price? As I say, we've had a few of those come through. Joey, thank you for your question and a few others today as well. I mean, I think our view is that we can achieve more attractive returns for our shareholders via investing in our business and via future selective bolt- on M&A than buying back our shares. Obviously the other focus is making sure that we keep leverage at a conservative level. Bringing down that leverage and selectively taking it up if we find attractive bolt- on M&A in the future and also funding those deals from self-generated cash. Thanks, Alex. Final one, what's the historic organic growth rate when measured without any impact from acquisitions? Do you want do that one? Okay. You can do it. I don't I don't mind. I mean, historic organic growth rate when measured without acquisitions is broadly similar to measured with acquisitions. I mean, if you look at our fire safety business, that's probably a pretty good example of a market that we've been in for six odd years now. It's the first market we entered. We haven't actually done that much bolt on M&A in fire recently. We're achieving a organic growth rate of around 10%. Doing that 9% in TIC, that's a record performance for us. It's during a year where there's been not significant M&A, and high single digits across water and air, and 10% for fire, I think is an example of a very well-invested and well-integrated business that has very broad capabilities across the whole spectrum of active fire, passive fire, and security. Meaning we can now bid for work that we couldn't bid for historically because of those broad capabilities. We're keeping customers for longer because of the high compliance standards that's that we're delivering. Our sales and marketing model is well refined and increasingly effective. We don't benefit from acquisitions from an organic growth perspective. I mean, sometimes it actually dilutes our organic growth figure. If you think of a business like Clearwater, that was actually going backwards when we acquired it, a couple of years or so ago. There's been plenty of businesses that we've acquired that were essentially flat from an organic growth perspective on a top line. When we integrate those businesses and apply our sales and marketing methodology and benefit from that cross-sales focus, and typically superior standards of service, we tend to be able to slightly accelerate it. That's fantastic. Thanks, Alex. That concludes the pre-submitted questions. As you can see, we have had a number of questions throughout today's presentation. Thank you to all the attendees for submitting their questions. We may not have time to cover all of them off. The team will have the ability to review all questions submitted today, and we'll publish responses where appropriate to do so. If I may, if I can just ask you to click on that Q&A tab where appropriate to do so. Just read out the question and give your response, and I'll pick up from you at the end. Thank you. Okay. I'll do the first one. The first one is around the level of CapEx for the full year or last year was GBP 9 million, but it seems you are now expecting close to GBP 20 million of CapEx. Can you confirm the increased CapEx will stay elevated? How we think about return on investment through to the revenue and profitability over time? I think in the first half, our CapEx is GBP 7.6 million, which on an annualized rate is just over GBP 15 million. I think that's closer to the right or the correct number. Obviously, that has increased due to the obviously acquired businesses having their own level of CapEx within them. About half our CapEx is going on software development, primarily for new products. You would expect to benefit that coming through the enhanced level of organic growth and therefore margin accretion we'll see in our software businesses. Yeah. The next question is on stock buybacks, as an effective use of capital allocation. I think we probably covered that. As things stand, we're not considering stock buybacks 'cause as a board, we believe we can generate better returns for our shareholders via both organic investments, but also selective future bolt- on M&A. The next one is, can you please confirm your ability to pass to price increases for your customers in the current inflation environment? How do any price increases compare to what your competitor may be doing to protect their client base? I think as I mentioned, our cost inflation is primarily labor, and we put through a 4% price increase this year. Actually, we're putting through price increases probably slightly above that level, but the aim is to maintain margin. Obviously, those will come through as the year progresses. In terms of the way those were going through, they've been hitting reasonably successfully. We've not had any pushback materially on price increases we're trying to put through. In terms of the competitor behavior, it's not wildly different from our own, would be my quick summary of it. I think that's right. Next question. A revenue and EBITDA target seems to be incongruent with generating shareholder value, especially in relation to interest charges and shares in issue. Please comment how are the management incentives aligned with shareholder returns? I mean the financial targets that we set a couple of years ago to get to GBP 500 million of revenue and GBP 100 million of EBITDA were important for underlining, I guess, the scale of our ambition and the sort of size of business that we thought we could build over a three-year period when we set them. Clearly, achieving those targets at the expense of shareholder returns would not be sensible. We are focused on generating highly attractive shareholder returns for our shareholders first and foremost. The 15% return on capital employed target is consistent with that. If you look at our earnings per share growth ever since the inception of Marlowe, it's been in the sort of 30%-40% range, which I think are pretty attractive shareholder returns. In terms of man-management incentives, I mean, we've got a range of management incentives in place across the group. Myself and Adam are in a long-term executive incentive plan, which essentially is a share option scheme, and it's purely focused on total shareholder returns. Our incentives are totally aligned with our shareholders. I'm a 5.5% shareholder in the business, so I speak as both a manager and a significant shareholder. I'll just pick up one that's just come in on the question around that EBITDA multiple Alex referred to of 9x, for GBP 0.04 per share and GBP 87 million EBITDA appears to be less than 6x. Obviously, that 9x includes the debt in the business. That's an EV/EBITDA multiple of nine. This one is TIC. Yeah. How competitive is the TIC market for deals? It appears the deals you've done here recently are much smaller than historical averages. Please, can you give some color on how private equity competitors, JLA, Churches Fire, PTSG, are impacting, and how aggressive are these platforms versus Marlowe? I think the first point to make is that TIC markets are pretty large, and the fire market is about GBP 2 billion in size, the water market is about GBP 1.6 billion, and the spaces are very fragmented. We will be a market leader in water by quite a long way, and we're probably number two in the fire market. Almost all of the deals that we do in TIC are proprietary deals, off-market deals, where our M&A team have been developing relationships with potential targets over, in some cases, many years. I don't think our competitors are set up in the same way to generate those sorts of deals. You can see from the deals that we've been doing over the past five or six years, the valuations have remained relatively consistent. I think to an extent, we've been setting the market price, we've been the most active acquirer across both of those markets. Yes, we have been focused on smaller deals in recent history, I think that will continue on a look-forward basis. That's because the returns that we can achieve from those smaller deals are attractive. We can integrate those businesses efficiently, and we already have very significant scale in TIC. We're generating revenues of sort of GBP 250 million or more across our TIC businesses. Really what we're doing when we acquire smaller businesses is acquiring customers and contracts that we can then integrate into our platform. Yeah, I mean, since we entered the TIC market, it has become more competitive. Private equity are very keen on it. Churches Fire is private equity owned by Horizon Capital. JLA is owned by Cinven. PTSG is owned by Macquarie and Warburg Pincus. I suppose their interest underlines the highly attractive investment characteristics of these sectors. Because the market's big enough, and because I think we're pretty good at sourcing and executing deals, we haven't found the competitive interest in this space to be a barrier to growth. It's pretty rare that we'll bump into those guys. I think from a pace of growth perspective, I'm not entirely sure how many deals they do each year, but I think it'd probably be broadly similar to the way that we look at the market. We're slightly running short on time, so we'll try and quick fire as through as many as we can. The net interest charge and debt profile of the company does not seem to have been well communicated to shareholders, especially likely impact of interest rate changes and the effects on profitability. I think that's one takeaway that I've taken. The analysts weren't updating their forecast and publishing them for every interest rate movement that we came through. Effectively, the last update on forecast factored in about 2.5% worth of base rate movement. Going forward, that's a takeaway on our part to make sure analysts keep their forecasts up to date. How has building out a bundle impacted your ability to take market share? Marlowe's organic growth rate has accelerated sequentially nearly every year since you began adding new verticals. What do you attribute that to? I think building out the bundle has improved our ability to gain market share because the reason we've built out that bundle is because the same decision maker in our customer's organization, the health and safety manager, the compliance officer, the facility director, that individual is responsible for making decisions about all of those bundles. By having that broad range of capabilities, we can address more of our customers, of our customers' requirements. That's been one of the factors that has led to our increased organic growth. I think other factors have been our move in software where we are growing at faster rates. Our improved service levels, our improved density, our improved scale means that we can work with larger customers that right back at the beginning of Marlowe, we didn't have the breadth or capability to do so. I think it's a combination of factors. Our markets are also growing at a slightly faster rate than they were five years ago as well. We're benefiting from that attractive market growth, but also our move into GRC and digital, where market growth is higher than TIC. Alex, I was just gonna say, and Adam, thank you for pointing out. We are coming up towards time. I know there's a number of questions that come through. The team will have the ability to review those questions, and of course, we'll publish where appropriate to do so responses on the Investor Meet Company platform. Alex, perhaps before redirecting the attendees to provide you with their feedback, which I know is particularly important to you and the team, if I could just ask you just for a few closing comments, please. Yeah, thank you. Thanks very much to everyone for those questions. We will make sure we address the ones we haven't been able to answer subsequently. Hopefully, this morning's event has been a useful opportunity to understand our compliance focused strategy in more detail, understand the resilience of our business, which we expect to continue growing in high single digits throughout the economic cycle, and understanding our model for creating attractive shareholder returns, organic growth, effective integration programs, and future conservative bolt-on M&A to compound that organic growth. Our shift into software over the past few years has improved the quality of our business. We now have 9% of our group revenues coming from SaaS subscriptions, and the margin accretion that we've delivered consistently year after year, we expect to continue in future periods. The second half of our financial year has started well. We're seeing good levels of demand across our compliance markets, and we're making good progress with integration programs. We look forward to reporting further strong progress in future periods. Thanks very much. Alex, Adam, thank you for updating investors today. Can I please ask investors not to close the session? You should be automatically redirected to provide your feedback in order the team can better understand your views and expectations. This will only take a few moments to complete, but I know it's greatly valued by the company. On behalf of the management team of Marlowe plc, we'd like to thank you for attending today's presentation. That concludes today's session. Good morning to you all.
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