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Mitie Group PLC - Notice of Petition
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MITIE GROUP PLC
Company Number: SC019230
NOTICE IS HEREBY GIVEN that a Petition (the “Petition”) was presented to the
Court of Session in Edinburgh (the “Court”) on 12 August 2026 by Mitie Group plc
(the “Company”), a public limited company incorporated in Scotland with company
number SC019230 and with its registered office at 35 Duchess Road, Rutherglen,
Glasgow, G73 1AU, for sanction of a Scheme of Arrangement (the “Scheme”) pursuant
to Part 26 of the Companies Act 2006 (the “Companies Act”) between the Company and
scheme shareholders (“Scheme Shareholders”, as defined in the scheme of arrangement
(the “Scheme of Arrangement”)).
At a meeting held under the authority of the Court on 16 September 2026 (the “Court
Meeting”), the Scheme Shareholders voted to approve the Scheme. At a general meeting
held on the same date, the Company passed related special resolutions. The terms of
the special resolutions are set out in the scheme document sent to the Company’s
shareholders on 13 August 2026 and referred to below.
Following the Court Meeting, and by order dated 29 October 2026, the Court: (i) ordered
that the Petition should be advertised once in each of The Edinburgh Gazette, The
Scotsman and The Financial Times (international edition) newspapers; and (ii) appointed
any person claiming an interest in the Petition to lodge answers, if so advised, at the Court,
Parliament House, Parliament Square, Edinburgh EH1 1RQ, within 21 days of the last
of the aforesaid advertisements and posting.
Subject to the satisfaction (or waiver) of the Conditions, the Scheme Court Hearing to
sanction the Scheme is expected to be held in due course at the Court, the address of
which is Parliament House, Parliament Square, Edinburgh EH1 1RQ. Notice of the date
of the Scheme Court Hearing to sanction the Scheme will be given in due course by the
Company issuing an announcement through the Regulatory Information Service of
the London Stock Exchange plc, and such announcement will also be made available
for Scheme Shareholders on the Company’s website at
Any changes to
such date will be notified in the same way.
A copy of the Scheme of Arrangement and a copy of the explanatory statement which is
required to be furnished pursuant to section 897 of the Companies Act have been
published and are available for Scheme Shareholders from the Company’s website at
The Scheme of Arrangement was sent (or made available on the
Company’s website) in advance of the Court Meeting to, among others, the Scheme
Shareholders. Further copies of the Scheme of Arrangement may be obtained by any
Scheme Shareholder by contacting the Company’s registrar, MUFG Corporate Markets
(“MUFG”) at Central Square, 29 Wellington Street, Leeds, LS1 4DL or between 9.00 a.m.
and 5.30 p.m. (London time) Monday to Friday (except UK public holidays) on 0371
664 0321 (if calling from within the UK) or on +44 371 664 0321 (if calling from outside
the UK). Calls outside the United Kingdom will be charged at the applicable international
rate. Unless the context requires otherwise, any capitalised term used but not defined in
this notice shall have the meaning given to such term in the Scheme of Arrangement.
Any Scheme Shareholder, or other person who considers that they have an interest in the
Scheme (each an “Interested Party”) and who is concerned that the Scheme may
adversely affect them, is entitled to arrange for written answers to the Petition to be lodged
electronically (by email to
commercial@scotscourts.gov.uk)
and to be heard by the Court.
If an Interested Party wishes to raise concerns in relation to the Scheme with the Court
or appear at the Scheme Court Hearing, they should seek independent legal advice
(at their own cost and expense) and lodge written answers to the Petition with the Court
at the above email address within 21 days after the publication of the last of the
advertisements which are referred to above and pay the required fee. Written answers are
a formal Court document which must comply with the rules of the Court and are normally
prepared by Scottish legal counsel or Scottish solicitor advocates. The Court may consider
written objections which are not in the form of written answers and/or allow an Interested
Party who has not lodged written answers to appear at the Scheme Court Hearing. Each
Interested Party should note that, although the practice of the Court is to consider informal
objections made in person or in writing, the decision to do so is entirely at the discretion
of the Court, and that the Court may require an Interested Party to lodge written answers
in order to raise objections to the Scheme and/or appear at the Scheme Court Hearing.
Dated: 10 November 2026
Linklaters LLP Dentons UK and Middle East LLP
20 Ropemaker St, First Floor, 9 Haymarket Square,
London, EC2Y 9AR Edinburgh EH3 8FY
English solicitors for the Company Scottish solicitors for the Company
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