OCS Group to Acquire Mitie Group in £3.1 Billion Cash Deal at 218.5 Pence per Share

Transaction Details and Shareholder Compensation

According to the recommended transaction terms, Mitie shareholders will receive up to 221.6 pence per share in total consideration. This includes 218.5 pence in cash as the acquisition price plus a potential final dividend of up to 3.1 pence per share for the financial year ended 31 March 2026. The final dividend requires approval at Mitie's Annual General Meeting, and shareholders may retain this dividend without any deduction from the acquisition price if approved. The acquisition is structured as a Scottish Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, though OCS retains the option to execute the acquisition via a takeover offer subject to Panel consent and cooperation agreement terms.

The 218.5 pence per share acquisition price offers significant premiums over Mitie's pre-announcement trading levels: 44.7% above the 20 July 2026 closing price of 151.0 pence, 37.2% above the three-month volume weighted average price of 159.3 pence, and 32.5% above the six-month volume weighted average price of 164.9 pence. It also exceeds Mitie's all-time high closing price of 185.7 pence on 14 April 2026 by 17.7%. Including the potential final dividend, the total consideration of 221.6 pence per share would represent a 46.8% premium to the 20 July closing price.

Mitie Board's Endorsement and Directors' Commitments

Mitie's board unanimously recommends shareholders approve the scheme at the Court Meeting and General Meeting. Financial advisers Ardea Partners and Peel Hunt have confirmed the terms are fair and reasonable. Ardea Partners provides independent financial advice to Mitie directors under Rule 3 of the City Code on Takeovers and Mergers. All directors have irrevocably committed to vote in favor of the scheme for their beneficial shareholdings.

OCS has secured irrevocable undertakings from Mitie directors holding a combined 15,068,181 shares, approximately 1.2% of issued share capital as of 20 July 2026. Additionally, OCS holds a commitment regarding Oasis Management Company Limited's cash-settled total return swaps covering 129,413,285 Mitie shares, about 9.9% of issued capital. Should Oasis acquire the underlying shares, those shares would be subject to irrevocable voting undertakings. These swaps do not confer voting rights.

Mitie's Market Position and Operations

Mitie Group is a leading UK provider of technology-driven facilities management, transformation, and compliance services. Operating across government, defence, healthcare, national infrastructure, and commercial sectors, Mitie supports some of the UK's most complex built environments. For the financial year ended 31 March 2026, Mitie reported diversified revenues across public and private sectors, leveraging technological capabilities to maintain a strong presence in the UK facilities management market.

Post-completion, the combined entity will generate approximately £8.5 billion in revenues for the calendar year ended 31 December 2025. The enlarged group will benefit from complementary sector expertise, expanded geographic reach, and increased investment capacity. The merger is expected to enhance capabilities across critical sectors and improve service delivery amid rising regulatory and compliance demands. OCS has a proven integration track record, having previously incorporated EMCOR (UK) and FES.

Strategic Benefits and Synergies

This transaction unites two UK-based companies with complementary strengths and shared British heritage. Both share an entrepreneurial culture and dedication to high-quality service delivery. The merger aims to broaden sector coverage to address increasing regulatory pressures and extend geographic presence across the UK. The combined group will be better positioned to serve existing and new clients across diverse sectors while maintaining Mitie's operational strengths.

Both companies acknowledge the importance of technology-driven solutions, such as data analytics and artificial intelligence, in service delivery and operational efficiency. The merged entity will provide a stronger platform for ongoing investments in technology to enhance service quality and efficiency. It will also adopt the best systems and processes from both firms to drive operational consistency and excellence. This aligns with OCS's vision to become the leading facilities services partner, focusing on improving people and places.

Employment Growth and Skills Development

The combined group will become one of the UK's largest private sector employers, expanding career and development opportunities across all levels. From entry-level to leadership roles, the merger will offer broader pathways for learning and progression. The increased scale will enable greater investment in training and apprenticeship programs, supporting social mobility and workforce development.

Both organisations are committed to their employees and communities. OCS's strong record in workforce initiatives will be leveraged across a larger employee base, amplifying skills development and community engagement. The enhanced financial capacity will support expanded training programs, enabling more individuals to advance careers within the facilities management sector.

Regulatory Approvals and Shareholder Voting

The acquisition is subject to regulatory conditions and shareholder approvals. Completion requires approval by a majority in number of Mitie shareholders voting at the Court Meeting, representing at least 75% in value of shares voted. Additionally, Mitie shareholders must pass resolutions at the General Meeting with at least 75% of votes cast. The scheme must be sanctioned by the Court and become effective by the long stop date specified in the scheme document.

Mitie shareholders are urged to review the material regulatory conditions carefully. The scheme document detailing all conditions and an indicative timetable will be published within 28 days of the 21 July 2026 announcement or later as agreed with the Takeover Panel. Completion is expected in the first quarter of 2027, subject to all conditions being met or waived.

Management Perspectives and Future Outlook

Chris Rogers, Mitie Chairman, highlighted Mitie's position as a leading technology-driven facilities services provider. He stated that OCS's offer reflects the company's strengths and growth potential, providing a stronger platform through increased scale and investment capacity. The board unanimously views the offer as attractive, delivering cash certainty while positioning Mitie for future growth.

Mitie CEO Phil Bentley praised the company's achievements and workforce, noting the offer reflects Mitie's brand and capabilities while delivering shareholder value. As part of a larger group, Mitie will gain a stronger platform to invest in people, technology, and services. Bentley emphasized ongoing business continuity and commitment to safe, reliable service delivery until completion.

OCS Group’s Strategic Vision and Integration Expertise

OCS CEO Rob Legge described the acquisition as a key milestone to unite two complementary businesses dedicated to excellent outcomes for employees and customers. The combined group will form a leading British facilities management provider better equipped to support critical national services. Legge emphasized continued focus on customer support and high service standards.

OCS’s successful integration of EMCOR (UK) and FES provides confidence in merging Mitie’s operations while maintaining quality. The enlarged group will benefit from OCS’s operational expertise, best practice adoption, and commitment to investment in customers, colleagues, and operational excellence. This merger aligns with OCS’s goal to become the top facilities services partner.

International Expansion and Competitive Advantages

Mitie and OCS face competition from larger international facilities management firms. Their combination will enhance geographic reach and international presence, leveraging sector knowledge, technical expertise, and established client relationships. With combined revenues of approximately £8.5 billion, the merged group will have a stronger foundation for global growth.

The enlarged entity will have increased capacity for technology and innovation investments, supporting expansion into new markets and customer segments. Its diversified client base across government, defence, healthcare, and commercial sectors provides a platform for international growth while maintaining UK headquarters and heritage. This strategic move strengthens competitiveness and opens opportunities for further geographic and sector expansion.

Next Steps and Shareholder Guidance

The scheme document, including full acquisition details and notices for the Court Meeting and General Meeting, will be published within 28 days of the 21 July 2026 announcement. It will also provide an indicative timetable for scheme implementation. Shareholders must approve the scheme at the Court Meeting by a majority in number representing at least 75% in value of shares voted, and pass required resolutions at the General Meeting with at least 75% of votes cast.

Completion is expected in Q1 2027, subject to all conditions and regulatory approvals. Shareholders should carefully review the scheme document upon release and base voting decisions on its contents. Mitie will continue normal operations until completion. Shareholders uncertain about the acquisition or voting are advised to seek independent financial advice promptly from qualified professionals.