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RNS Number : 2519E
Marshall Motor Holdings PLC
09 March 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART,
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
09 March 2022
RECOMMED CASH OFFER
for
Marshall Motor Holdings plc
("MMH" or the "Company")
by
CAG Vega 2 Limited
a wholly-owned subsidiary of
Constellation Automotive Holdings Limited
("Constellation")
Dispatch of Share Plan Letter
On 29 November 2021, Constellation through its wholly-owned
subsidiary CAG Vega 2 Limited ("Bidco") announced a cash offer of
400 pence per ordinary share in the capital of the Company ("MMH
Share") for the entire issued and to be issued share capital of MMH
(the "Offer").
The offer document in respect of the Offer was posted by Bidco
on 14 December 2021 (the "Offer Document") and the response
document in respect of the Offer was posted on 21 December 2021 by
MMH (the "Response Document"), in which the Independent MMH Board
(as defined therein) recommended that the Company's Shareholders
accept the Offer.
In accordance with Rule 15 of the Takeover Code, participants in
the MMH Share Plan (as defined in the Response Document) were
contacted today by way of a letter containing details regarding the
effect of the Offer on participants' rights under the MMH Share
Plan and the arrangements applicable to those participants (the
"Share Plan Letter"), including details of any appropriate
proposals being made, any competent independent advice in relation
to such proposals, and any relevant dates and times. Copies of the
Share Plan Letter are now available on MMH's website at
www.mmhplc.com .
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Offer Document.
The person responsible for arranging the release of this
announcement on behalf of the Company is Stephen Jones, the Company
Secretary of the Company.
For further information and enquiries please contact:
Marshall Motor Holdings plc c/o Hudson Sandler
Alan Ferguson, Interim Chairman, Senior Tel: +44 (0) 20 7796 4133
Independent Director
Daksh Gupta, Group Chief Executive
Richard Blumberger, Chief Financial Officer
Investec Bank plc (Financial Adviser, Tel: +44 (0) 20 7597 5970
NOMAD & Broker)
Christopher Baird
David Anderson
Ben Farrow
Hudson Sandler Tel: +44 (0) 20 7796 4133
Nick Lyon
Bertie Berger
Nick Moore
Notes to Editors
About Marshall Motor Holdings plc ( www.mmhplc.com )
The Group's principal activities are the sale and repair of new
and used vehicles. The Group's businesses have a total of 164
franchises covering 27 brands, across 37 counties in England and
Wales. In addition, the Group operates 10 trade parts specialists,
seven used car centres, six standalone body shops and one pre
delivery inspection centre.
In April 2021 the Group was recognised by the Great Place to
Work Institute, being ranked the 12(th) best place to work in the
UK (super large company category). This was the eleventh year in
succession that the Group has achieved Great Place to Work
status.
LEI number: 213800BP3HZWHDWXAY78
Important Notices
Investec Bank is authorised by the Prudential Regulation
Authority and regulated in the UK by the Prudential Regulation
Authority and the Financial Conduct Authority. Investec Bank is
acting for MMH and no one else in connection with the Offer and
will not regard any other person (whether or not a recipient of
this document) as a client in relation to the matters referred to
in this document and will not be responsible to anyone other than
MMH for providing the protections afforded to Investec Bank's
clients, nor for providing advice in connection with any other
matter, transaction or arrangement referred to herein.
Further Information
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise.
The Offer shall be made solely by means of the Offer Document
which, together with the Form of Acceptance, shall contain the full
terms and conditions of the Offer, including details of how to vote
in respect of the Offer.
This announcement has been prepared for the purpose of complying
with English law, the AIM Rules and the Takeover Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside England and Wales.
MMH Shareholders are urged to read the Offer Document and
Response Document because they contain important information
relating to the Offer.
A copy of the Offer Document can be found on Constellation's
website at www.constellationautomotive.com.
This announcement does not constitute a prospectus or prospectus
exempted document.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by Constellation or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer shall not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Offer by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Offer (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction.
The availability of the Offer to MMH Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
The Offer shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange and the
Financial Conduct Authority.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they shall be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at http://www.thetakeoverpanel.org.uk/,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by MMH Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from MMH may be provided to Constellation during the Offer Period
as requested under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.
Publication on website
A copy of this announcement shall be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on MMH's website at www.mmhplc.com and on
Constellation's website at www.constellationautomotive.com by no
later than 12 noon (London time) on the business day following the
date of this announcement. For the avoidance of doubt, the contents
of this website are not incorporated into and do not form part of
this announcement.
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END
MSCUPUQPWUPPGMB
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