Mitie Group plc (MTO) Earnings Call Transcript & Summary

Good morning. May I welcome you to Mitie's 2026 Annual General Meeting. The time is now 11:30, and therefore, I declare the meeting open and quorate. I'm Chris Rogers, Chair of the company, and I'm pleased to chair my first Mitie Annual General Meeting today. Before I hand over to Phil Bentley, Chief Executive, who will present the Q1 update, I'd like to introduce my fellow Board colleagues. To the far right, we have Salma Shah, who is Chair of the ESG Committee. Next to Salma is Mary Reilly. Next to Mary is Jenny Duvalier, who is our Senior Independent Director and Chair of Remuneration Committee. Then we have our executives, Phil Bentley, Chief Executive; and Simon Kirkpatrick, the CFO. Next to Simon is Penny James, who's Chair of the Audit Committee; and next to Penny, Chet Patel, who is an Independent Non-Executive Director. And then we have Peter Dickinson, our Chief Legal Officer. So what I'd like now to do is to hand over to Phil, who will give us a Q1 update. Phil?

I think I'll just stand here. Actually, it might be a little bit easier. So good morning, everybody. As Chris said, I'm Phil Bentley. I'm the CEO of Mitie. And good morning, everyone who's made it today to our 2026 Annual General Meeting here at Mitie's headquarters in The Shard. As always, I'd like to start by saying a very big thank you for everyone here today. And for those of you dialing in for all your support as our shareholders. And on behalf of you, if I may, our shareholders, I'd like to also thank our Mitie colleagues for their contribution to your company's success. We now have over 84,000 colleagues in Mitie, making us one of Britain's biggest employers. Without their professionalism, commitment every day, we simply wouldn't be the company that we are today. Now for the year ending in March 2026, what we call fiscal year 2026. It was another good year for your company, and we have continued to make good progress. There's another year of double-digit growth, a pattern we have maintained since 2023, with record revenue, record operating profit and record earnings per share and we have delivered yet again record wins and renewals in contracts, a record order book and pipeline, as well as free -- record free cash flow generation, record capital deployments and subject to today's vote on our proposed final dividend, record dividends. So I think you can see we've had [Audio Gap] We also have a clear strategy. We don't just want to lead in facilities management. We want to lead in facilities transformation, transforming the built environment through building upgrades and projects, particularly in energy efficiency and in safety. And we want to lead in facilities compliance, making sure all buildings are compliant with all the new building safety, fire and water regulations. And as we sell more of our facilities transformation and facilities compliance services to our clients, these services earned us a higher margin. And that's why we bought Marlowe last August. At GBP 350 million, it was our biggest ever acquisition for your company, but it has positioned us as the leader in facilities compliance with a strong platform to accelerate growth. We've made a good start to cross-selling Marlowe services to our large FM clients as well as delivering cost savings. We are now #1 with our total fire offer with a full suite of active fire and passive fire solutions, and we're the #1 provider of security systems to businesses. But what also excites us about Marlowe is their capability in total water managed services. And as we say now, water is the new energy. Just like energy, in water, we buy it today for our customers. We meter it, we treat it, and we recycle it. We discharge it, and we report the consumption of it. And we believe it -- believe it or not, with climate change and population growth, expanding in the U.K, the U.K. as a country is running out of it. So there's a significant investment required in water efficiency, resilience and sustainability being spent by our clients, and we're now capturing that spend. For example, we've signed up several existing Mitie clients, including the Atomic Weapons Establishment at Aldermaston to take these new water services from Mitie and help the client navigate their increasingly complex regulatory requirements and sustainability goals. So those were the highlights of FY '26, and I'm pleased to say that the good momentum from fiscal year FY '26 has continued into the first quarter of fiscal year '27, the results of which we announced to the market this morning. Revenue is up another 10% to GBP 1.4 billion in the quarter. This is again significantly ahead of a general market that is only growing by 3%. Contract wins and renewals were up by more than 30% to GBP 1.6 billion. And our bidding pipeline, again, is at a record level now at GBP 32.5 billion. Finally, I wanted to take a moment to summarize the announcement that you may have seen this morning, confirming that the Boards of OCS and Mitie have agreed the terms for the recommended cash acquisition of Mitie. Under the terms of the offer, each shareholder in Mitie will receive 221.6p in cash which comprises cash consideration of 218.5p plus the 3.1p fiscal year FY '26, final dividend, if approved at the AGM today. This values the equity of your company today at GBP 3.1 billion and represents a premium of 46.8% to yesterday's closing share price and a premium of 34.4% to our 6-month volume-weighted average share price and it's a 19% premium to our all-time share price ever. As we are now in the offer period, you'll appreciate that we must abide by all the takeover panel rules, and therefore, we are limited in what we can say beyond the information disclosed in the announcement today. The Rule 2.7 announcement published today sets out all the details for the rationale for the acquisition and our Board's recommend -- decision to recommend it to you our shareholders. It brings together 2 U.K. headquartered -- 2 U.K. headquartered businesses with complementary strengths to accelerate growth enhance our service offering to public and private sectors and create significant opportunities for our colleagues and the communities in which we serve. OCS operates outside of the U.K. as well in the Middle East and in Asia Pacific and these are faster-growing markets. So thank you very much for listening. Thank you, everybody, for your ongoing support. And I'll now hand over to our Chairman, Chris Rogers, to answer any questions and lead us through the rest of today's AGM procedures and voting. Thank you.

Thank you, Phil. Turning now to the formal business of the meeting. The notice of the meeting was sent to shareholders and made available on our website on the 19th of June 2026. This can be found on Pages 3 to 4 of the notice of the AGM booklet and will be our guide for proceedings today. Printed copies are available at the entrance to the room. With your permission, I would like to take the notice of the meeting with resolutions 1 to 17 as read. I now formally propose resolutions 1 to 17, which are set out in the notice of the Annual General Meeting. Resolutions 1 to 15 inclusive are proposed as ordinary resolutions and require a simple majority of votes to be passed. Resolutions 16 and 17 are proposed as special resolutions and require at least 75% of votes to be passed. Before we vote, shareholders have an opportunity to ask questions. We will take questions in the following order. First, we will take questions from shareholders in the room. And secondly, we will take questions from shareholders who have sent them in via e-mail. Let me now ask whether those shareholders in the room have any questions about the business of Mitie or the resolutions themselves. There will be some roving mics. And could I ask you to state your name and whether you are a shareholder or a corporate representative. Are there any questions? So I don't think there are any questions in the room. Do we have any questions on e-mail? So we have no questions on e-mail either. Moving on. Each of the resolutions will be voted on by way of a poll. Before we take the poll, I will briefly explain the procedure. For shareholders attending the meeting today, a poll card was offered to you as you entered the meeting. If you have already completed a proxy form and do not wish to change the way you have voted, there is no need to complete a poll card. The votes you have already cast will be counted. However, for those shareholders who have not submitted a proxy form or wish to change their votes already submitted, please complete a poll card. If there are any shareholders in the room who do not currently have a poll card and would like one, please raise your hand now. Please complete your poll card by clearly printing your full name and if you are a proxy or a corporate representative the full name of the shareholder you're representing. If you are voting on behalf of more than one shareholder, please complete a separate poll card for each shareholder. Please then indicate how you wish to vote by inserting an X in either the for or against box alongside each of the resolutions or you may abstain from voting by inserting an X in the withheld box. Please note that a vote withheld is not a vote in law and will not be counted when calculating the number of votes for and against a resolution. Finally, will you please sign and date the poll card. MUFG Corporate Markets will act as scrutineers and will count and check the votes against the register. The final results will be made available on the company's website and will be announced to the London Stock Exchange as soon as possible. Are there any questions on the poll procedure? As there are no questions, we will now proceed to vote on the resolutions, which I have formally proposed to the meeting. Could those shareholders attending the meeting in person, please mark your poll cards with your votes for all resolutions and raise your hands with your completed poll card. The registrars will collect the completed poll cards from you now. [Voting]

Ladies and gentlemen, that concludes the business of the Annual General Meeting. Whilst final votes have yet to be counted, I can confirm that based on the votes received prior to the meeting, all resolutions have been passed. The final results of today's meeting will be available on Mitie's website later today. In the meantime, if you would like a copy of the proxy votes received, these are available on request from our registrars. I would like to take this opportunity to thank you for your support as shareholders and for attending today's meeting. Thank you.