Source - LSE Regulatory
RNS Number : 8034T
Constellation Automotive Holdings
29 November 2021
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

29 November 2021

CASH OFFER

for

Marshall Motor Holdings plc

by

CAG Vega 2 Limited

a wholly-owned subsidiary of

Constellation Automotive Holdings Limited

Summary

·             The Board of Constellation Automotive Holdings Limited ("Constellation") is pleased to announce the terms of a cash offer (the "Offer") pursuant to which its wholly-owned subsidiary CAG Vega 2 Limited ("Bidco") shall offer to acquire the entire issued and to be issued share capital of Marshall Motor Holdings plc ("Marshall").

·             Bidco has received an irrevocable undertaking to accept the Offer from Marshall of Cambridge (Holdings) Limited in respect of its entire shareholding of 50,390,625 ordinary shares in the capital of Marshall, representing approximately 64.4 per cent. of the issued ordinary share capital of Marshall.

·             Under the terms of the Offer, which shall be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document, Marshall Shareholders shall be entitled to receive:

 

for each Marshall Share                                       400 pence in cash

 

·            The Offer values the entire issued and to be issued share capital of the Marshall at approximately £322.9 million and represents a premium of approximately:

·            86.6 per cent. to the volume-weighted average price per share of 214.3 pence for the twelve-month period to 25 November 2021 (being the last Business Day prior to the start of the Offer Period);

·            168.5 per cent. to the AIM admission price per share of 149 pence on 2 April 2015; and

·            41.3 per cent. to the Closing Price per share of 283 pence on 25 November 2021 (being the last Business Day prior to the start of the Offer Period).

·             If any dividend, distribution or other return of value is authorised, declared, made or paid in respect of Marshall Shares on or after the date of this announcement the Offer Price shall be reduced by the amount of any such dividend, distribution or other return of value. In such circumstances, Marshall Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid.

·             Constellation is a large vertically integrated digital used car marketplace in Europe.

·             The Constellation Board is looking forward to working with the team at Marshall to build on their success and progress to date.

·             Bidco confirms that it intends to seek a recommendation from the Marshall Directors for the Offer, which it has so far not sought.

·             As set out in Appendix I, the Offer is conditional on (i) Bidco having received acceptances in respect of Marshall shares which, together with Marshall Shares acquired before or during the Offer, shall result in Bidco carrying more than 50 per cent. of the voting rights of Marshall normally exercisable at a general meeting of Marshall and (ii) the requisite regulatory approvals from the Financial Conduct Authority being obtained. The Offer is subject to the further terms set out in Appendix I.

This summary should be read in conjunction with the full text of this announcement. The Offer shall be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and Conditions to be set out in the Offer Document. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement, and Appendix III contains definitions of certain expressions used in this summary and in this announcement.

 

Further information

Jefferies International Limited (Financial Adviser to Bidco and Constellation)

Philip Noblet / James Thomlinson / Harry Le May

Tel: +44 207 029 8000

Tulchan Communications LLP (PR Adviser to Bidco and Constellation)

Jonathan Sibun

Tel: +44 20 7353 4200

 

Linklaters LLP are retained as legal adviser to Bidco and Constellation. Kinmont are retained as financial adviser to Bidco and Constellation.

Important Notices

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Bidco and Constellation and no one else in connection with the matters set out in this announcement. In connection with such matters, Jefferies will not regard any other person as their client, and will not be responsible to any persons other than Bidco and Constellation for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, in any statement contained herein or otherwise.

Kinmont, which is regulated in the UK by the Financial Conduct Authority, is acting exclusively for Bidco and Constellation and for no one else and will not be responsible to anyone other than Bidco and Constellation for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Kinmont, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Kinmont in connection with this announcement, any statement contained herein or otherwise. Kinmont has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

This announcement is for information purposes only and is not intended to and does not constitute or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction in contravention of applicable law.

The Offer will be made solely by means of an Offer Document and the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response in relation to the Offer should be made only on the basis of the information contained in the Offer Document. Each Marshall Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Offer.

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 and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.

To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law and the 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 of England and Wales.

Copies of this announcement and formal documentation relating to the Offer shall not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance of the Offer.

Further details in relation to Overseas Shareholders shall be contained in the Offer Document.

If you are a resident of the United States, please read the following:

The Offer is being made to acquire the securities of Marshall, a company incorporated under the laws of England and Wales, and is expected to be made in the United States in reliance on, and compliance with, the exemption from the US Securities Exchange Act of 1934 (the "US Exchange Act"), as amended, afforded by Rule 14d-1(c) thereunder. The Offer shall be made in the United States by Bidco and no one else.

The Offer is subject to the disclosure and procedural requirements of the United Kingdom, which differ from those in the United States. In addition, the payment and settlement procedure with respect to the Offer shall comply with the relevant United Kingdom rules, which differ from United States payment and settlement procedures. Neither the US Securities and Exchange Commission (the "SEC"), nor any securities commission of any state of the United States has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Financial information relating to Marshall included in this announcement and the Offer Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

In accordance with normal United Kingdom practice, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Marshall outside of the US, other than pursuant to the Offer, before or during the period in which the Offer remains opens for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by Marshall, Bidco or any member of the Constellation Group contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Bidco, any member of the Constellation Group or the enlarged Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward looking statements contained in this announcement relate to Bidco, any member of the Constellation Group or the enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Offer and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will" "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of Bidco, any member of the Constellation Group or the enlarged Group; (ii) business and management strategies and the expansion and growth of Bidco's, any member of the Constellation Group or Constellation's operations and potential synergies resulting from the Offer; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, any member of the Constellation Group or Marshall's business. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances includes changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Bidco or any member of the Constellation Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature involve, risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the enlarged Group, there may be additional changes to the enlarged Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to any member of the Constellation Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

The Constellation Group and Bidco expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Bidco, Constellation or Marshall, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco, Constellation or Marshall, as appropriate.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in 1% 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 City Code, any person who is, or becomes, interested in 1% 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 will 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 Marshall Shareholders, persons with information rights and other relevant persons for the receipt of communications from Marshall may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c) of the City Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Constellation's website at www.constellationautomotive.com by no later than 12 noon (London time) on 30 November 2021. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement by contacting Jefferies on +44 207 029 8000. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

29 November 2021

CASH OFFER

for

Marshall Motor Holdings plc

by

CAG Vega 2 Limited

a wholly-owned subsidiary of

Constellation Automotive Holdings Limited

 

1          Introduction

The Board of Constellation Automotive Holdings Limited ("Constellation") is pleased to announce the terms of a cash offer (the "Offer") pursuant to which its wholly-owned subsidiary CAG Vega 2 Limited ("Bidco") shall offer to acquire the entire issued and to be issued share capital of Marshall Motor Holdings plc ("Marshall").

Bidco has received an irrevocable undertaking to accept the Offer from Marshall of Cambridge (Holdings) Limited in respect of its entire shareholding of 50,390,625 ordinary shares in the capital of Marshall, representing approximately 64.4 per cent. of the issued ordinary share capital of Marshall.

2          The Offer

Under the terms of the Offer, which shall be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document, Marshall Shareholders shall be entitled to receive:

 

for each Marshall Share                                       400 pence in cash

 

The Offer values the entire issued and to be issued share capital of the Marshall at approximately £322.9 million and represents a premium of approximately:

·          86.6 per cent. to the volume-weighted average price per share of 214.3 pence for the twelve-month period to 25 November 2021 (being the last Business Day prior to the start of the Offer Period);

·          168.5 per cent. to the AIM admission price per share of 149 pence on 2 April 2015; and

·          41.3 per cent. to the Closing Price per share of 283 pence on 25 November 2021 (being the last Business Day prior to the start of the Offer Period).

If any dividend, distribution or other return of value is authorised, declared, made or paid in respect of Marshall Shares on or after the date of this announcement the Offer Price shall be reduced by the amount of any such dividend, distribution or other return of value. In such circumstances, Marshall Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid.

The Marshall Shares shall be acquired pursuant to the Offer fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the Unconditional Date.

As set out in Appendix I to this announcement and to be set out in the Offer Document, the Offer is conditional on (i) Bidco having received acceptances in respect of Marshall Shares which, together with Marshall Shares acquired before or during the Offer, shall result in Bidco carrying more than 50 per cent. of the voting rights of Marshall normally exercisable at a general meeting of Marshall and (ii) the requisite regulatory approvals from the Financial Conduct Authority being obtained. The Offer is subject to the further terms set out in Appendix I to this announcement and to be set out in the Offer Document and in the Form of Acceptance.

3          Background to and reasons for the Offer

The Constellation Group is focussed on broadening its offering for both consumers and business partners across the UK and Europe, and the potential acquisition of Marshall continues this strategy. In recent years, the Constellation Group has grown its "B2B" auction channels, including a move to online digital platforms, to provide the best choice of vehicles to trade buyers and liquidity and value to trade sellers. It also continues to develop its "C2B" channel, providing consumers with an efficient way to sell their car and making those cars available to trade buyers. It has continued to develop its "B2C" marketplace and associated preparation and logistics infrastructure to provide an efficient channel for trade partners to sell cars on-line to consumers in a number of countries. The Group continues to look to develop, grow and embrace technology to ensure it can operate efficiently and effectively in order to provide the best range of services to its wide base of partners and customers.

4          Irrevocable Undertaking

Bidco has received an irrevocable undertaking to accept the Offer from Marshall of Cambridge (Holdings) Limited in respect of its entire shareholding of 50,390,625 ordinary shares in the capital of Marshall, representing approximately 64.4 per cent. of the issued ordinary share capital of Marshall (the "Irrevocable Undertaking").

The Irrevocable Undertaking prevents Marshall of Cambridge (Holdings) Limited from selling all or any part of its Marshall Shares and remains binding in the event of a competing offer.

The Irrevocable Undertaking shall lapse and cease to have effect if the Offer lapses or is withdrawn without becoming unconditional, provided that this shall not apply where a new, revised or replacement takeover offer is or has been announced within five business days after any such lapse or withdrawal.

Prior to entry into the Irrevocable Undertaking, Constellation and Marshall of Cambridge (Holdings) Limited had entered into an exclusivity agreement on 23 November 2021 pursuant to which Constellation was granted the exclusive right to negotiate with Marshall of Cambridge until 5.00 pm on 3 December 2021 (the "Exclusivity Agreement").

5          Information on Bidco and Constellation

The Constellation Group is a large integrated used vehicle services Group, covering both the UK and continental Europe.

The Group aims to provide a comprehensive range of services including logistics, customs management, storage, inspection checks, refurbishment, vehicle preparation, finance and pricing data. Through its exchange platforms, it brings together OEMs, leasing companies, fleet operators, retail dealers and buyers to facilitate the efficient transfer of vehicle ownership while protecting value.

The Constellation Group is a facilitator and link to the automotive value chain, supporting manufacturers, dealers, finance and leasing companies and the end consumer.

Bidco is a wholly-owned indirect subsidiary of Constellation registered in England and Wales which was formed for the purposes of the Offer.

6          Information on Marshall

Marshall Motor Group is the 5th largest motor dealer group in the UK, pro forma for the acquisition of Motorline. Marshall operates 164 franchise dealerships representing 27 different brand partners in 37 different counties across England and Wales. Marshall's strategy has been to deliver continuing growth in its retail business organically and through acquisitions.

In addition, Marshall operates 10 trade parts specialists, seven used car centres, six standalone body shops and one pre delivery inspection centre.

7          Directors, Management, employees and locations

Following completion of the Offer, Bidco intends to undertake a review of Marshall and its operations (the "Review"), in order to determine how its short and long-term objectives can best be delivered. Bidco expects that the Review will be completed within approximately twelve months from the Unconditional Date. The Review will include:

·          reviewing Marshall's existing organisational structure, strategy, dealership portfolio, freehold estate, agreements with vehicle manufacturers and distributors, service offerings, markets, customers, and delivery;

·          assessing the opportunities within Marshall's business to enhance the efficiency of business process and structures; and

·          assessing the potential investment that will support Marshall's future strategy.

Bidco's plans for Marshall will be determined by the Review.

The Offer shall not have any material impact on the existing business of Constellation.

Employees and management

Bidco has no intention to make any changes to the conditions of employment or the balance of the skills and functions of Marshall employees or management. However, Bidco recognises the important contribution of all of Marshall's employees to what has been achieved by Marshall as a business.

There may be some restructuring required following completion of the Offer. In particular, once Marshall ceases to be a listed company, certain corporate and support functions relating to Marshall's status as a listed company may potentially require reductions in headcount.

It is expected that, upon completion of the Offer, each non-executive Marshall Director will resign.

Existing rights and pensions

Bidco confirms that, following completion of the Offer, the existing employment rights, including pension rights, of the employees of Marshall shall be fully safeguarded in accordance with applicable law.

Bidco does not intend to make any changes to the existing employer pension contribution arrangements, the accrual of benefits for existing members or the rights of admission of new members, noting that (based on its Annual Report & Accounts 2020), Marshall does not operate a defined benefit pension scheme.

Management incentivisation arrangements

Bidco has not entered into, and has not discussed, any form of incentivisation arrangements with, members of the Marshall management team or other employees.

Headquarters, locations and fixed assets

Bidco has no plans to change the locations of Marshall's headquarters and headquarter functions, save as set out above in relation to potential reductions in headcount, or places of business or to redeploy the fixed assets of Marshall. These areas will all form part of the Review to establish an optimal approach for the future of Marshall.

Research and development

As far as Bidco is aware, Marshall does not have a research and development function and Bidco has no plans in this regard.

Trading facilities

Marshall is currently admitted to trading on AIM. As set out in paragraph 12, an application will be made to the London Stock Exchange for the cancellation of the admission to trading of Marshall Shares on AIM.

8          Marshall Share Plan

Participants in Marshall's Share Plan shall be contacted regarding the effect of the Offer on their rights under the Share Plan and appropriate proposals shall be made to such participants in due course. The Offer shall extend to any Marshall Shares which are unconditionally allotted or issued fully paid (or credited as fully paid) as a result of the exercise of existing options and vesting of awards under the Share Plan before the date on which the Offer closes.

If the Offer becomes unconditional, Bidco intends to make appropriate proposals to the holders of awards under the Share Plan to the extent that such awards have not vested and/or been exercised.

9          Financing

Constellation is providing the cash consideration payable under the Offer from its own resources.

Jefferies and Kinmont, joint financial advisers to Constellation and Bidco, are satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Marshall Shareholders under the terms of the Offer.

10        Offer Document

It is expected that the Offer Document and the Form of Acceptance accompanying the Offer Document shall be published as soon as practicable and, in any event, (save with the consent of the Panel) within 28 days of this announcement.

The Offer Document and Form of Acceptance shall be made available to all Marshall Shareholders at no charge to them.

Marshall Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they shall contain important information.

11        Conditions to the Offer

The Offer shall be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document, which include:

·          valid acceptances of the Offer being received in respect of Marshall Shares which, taken together with all other Marshall Shares which Bidco acquires or agrees to acquire (whether pursuant to the Offer or otherwise), carry in aggregate not less than 50 per cent. of the voting rights then exercisable at a general meeting of Marshall, as set out in paragraph 1.1 of Appendix I to this announcement;

·          the requisite regulatory approvals from the Financial Conduct Authority being obtained as set out in paragraph 1.2 of Appendix I to this announcement.

12        Compulsory acquisition, de-listing and re-registration

If Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Marshall Shares to which the Offer relates and assuming that the Acceptance Condition has been satisfied or waived (if capable of being waived), Bidco intends to apply the provisions of Chapter 3 of Part 28 of the Act to acquire compulsorily any Marshall Shares not acquired or agreed to be acquired by or on behalf of Bidco pursuant to the Offer or otherwise on the same terms as the Offer.

After the Offer becomes or is declared unconditional and if Bidco has, by virtue of its shareholdings (and the shareholdings of its wholly-owned subsidiaries) and acceptances of the Offer, acquired or agreed to acquire issued share capital carrying 75 per cent. or more of the voting rights of Marshall (or the appropriate special resolutions are otherwise passed), it is intended that Bidco shall procure that Marshall makes an application to the London Stock Exchange for the cancellation of the admission to trading of Marshall Shares on AIM.

It is anticipated that, subject to any applicable requirements of the London Stock Exchange, cancellation of admission to trading of Marshall Shares on AIM shall take effect no earlier than 20 Business Days after such application is made.

Bidco shall notify Marshall Shareholders when the required 75 per cent. has been attained and confirm that the notice period has commenced and the anticipated date of cancellation.

Following the Offer becoming or being declared unconditional and the Marshall Shares having been de-listed, Bidco intends to procure that Marshall shall be re-registered as a private company.

Such cancellation and re-registration shall significantly reduce the liquidity and marketability of any Marshall Shares in respect of which the Offer has not been accepted at that time and their value may be affected as a consequence. Any remaining Marshall Shareholders would become minority shareholders in a privately controlled limited company and may be unable to sell their Marshall Shares and there can be no certainty that any dividends or other distributions shall be made by Marshall, or that the Marshall Shareholders shall again be offered as much for the Marshall Shares held by them as under the Offer.

13        Dividends

If, on or after the date of this announcement and on or prior to the Unconditional Date, any dividend, distribution, or other return of value is declared, made or paid, or becomes payable by Marshall, the Offer Price shall be reduced by the amount of any such dividend, distribution, or other return of value. In such circumstances, Marshall Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.

14        Disclosure of Interests in Marshall

Save in respect of the Irrevocable Undertaking, as at the close of business on 26 November 2021 (being the last practicable date prior to the date of this announcement) neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Code) with it has neither (i) any interest in or right to subscribe for any relevant securities of Marshall; nor (ii) any short positions in respect of relevant Marshall Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, nor (iii) any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code, in relation to Marshall Shares or in relation to any securities convertible into Marshall Shares; nor (iv) borrowed or lent any relevant Marshall Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code), save for any borrowed shares which had been either on-lent or sold.

'Interests in securities' for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person shall be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, all relevant details in respect of Bidco's concert parties shall be included in the Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code.

15        General

The Offer shall be made subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. Certain terms used in this announcement are defined in Appendix III to this announcement.

16      Documents available on website

Copies of the following documents shall be made available on Constellation's website at www.constellationautomotive.com until the end of the Offer:

·             the Irrevocable Undertaking; and

·             the Exclusivity Agreement.

 

Further information

Enquiries

Jefferies International Limited (Financial Adviser to Bidco and Constellation)

Philip Noblet / James Thomlinson / Harry Le May

Tel: +44 207 029 8000

Tulchan Communications LLP (PR Adviser to Bidco and Constellation)

Jonathan Sibun

Tel: +44 20 7353 4200

 

Linklaters LLP are retained as legal adviser to Bidco and Constellation. Kinmont are retained as financial adviser to Bidco and Constellation.

Important Notices

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Bidco and Constellation and no one else in connection with the matters set out in this announcement. In connection with such matters, Jefferies will not regard any other person as their client, and will not be responsible to any persons other than Bidco and Constellation for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, in any statement contained herein or otherwise. This announcement is for information purposes only and is not intended to and does not constitute or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction in contravention of applicable law. This announcement is for information purposes only and is not intended to and does not constitute or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction in contravention of applicable law.

Kinmont, which is regulated in the UK by the Financial Conduct Authority, is acting exclusively for Bidco and Constellation and for no one else and will not be responsible to anyone other than Bidco and Constellation for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Kinmont, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Kinmont in connection with this announcement, any statement contained herein or otherwise. Kinmont has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

The Offer will be made solely by means of an Offer Document and the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response in relation to the Offer should be made only on the basis of the information contained in the Offer Document. Each Marshall Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Offer.

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 and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.

To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law and the 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 of England and Wales.

Copies of this announcement and formal documentation relating to the Offer shall not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance of the Offer.

Further details in relation to Overseas Shareholders shall be contained in the Offer Document.

If you are a resident of the United States, please read the following:

The Offer is being made to acquire the securities of Marshall, a company incorporated under the laws of England and Wales, and is expected to be made in the United States in reliance on, and compliance with, the exemption from the US Exchange Act, as amended, afforded by Rule 14d-1(c) thereunder. The Offer shall be made in the United States by Bidco and no one else.

The Offer is subject to the disclosure and procedural requirements of the United Kingdom, which differ from those in the United States. In addition, the payment and settlement procedure with respect to the Offer shall comply with the relevant United Kingdom rules, which differ from United States payment and settlement procedures. Neither the SEC, nor any securities commission of any state of the United States has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Financial information relating to Marshall included in this announcement and the Offer Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

In accordance with normal United Kingdom practice, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Marshall outside of the US, other than pursuant to the Offer, before or during the period in which the Offer remains opens for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by Marshall, Bidco or any member of the Constellation Group contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Bidco, any member of the Constellation Group or the enlarged Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward looking statements contained in this announcement relate to Bidco, any member of the Constellation Group or the enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Offer and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will" "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of Bidco, any member of the Constellation Group or the enlarged Group; (ii) business and management strategies and the expansion and growth of Bidco's, any member of the Constellation Group or Bidco's operations and potential synergies resulting from the Offer; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, any member of the Constellation Group or Marshall's business. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances includes changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Bidco or any member of the Constellation Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature involve, risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the enlarged Group, there may be additional changes to the enlarged Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to any member of the Constellation Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

The Constellation Group and Bidco expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Bidco, Constellation or Marshall, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco, Constellation or Marshall, as appropriate.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in 1% 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 City Code, any person who is, or becomes, interested in 1% 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 will 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 Marshall Shareholders, persons with information rights and other relevant persons for the receipt of communications from Marshall may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c) of the City Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Constellation's website at www.constellationautomotive.com by no later than 12 noon (London time) on 30 November 2021. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement by contacting Jefferies on +44 207 029 8000. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

APPENDIX I
CONDITIONS TO AND FURTHER TERMS OF THE OFFER

1          Conditions to the Offer

The Offer is conditional upon satisfaction of the following Conditions:

1.1      valid acceptances of the Offer having been received (and not validly withdrawn in accordance with the rules and requirements of the Code and the terms of the Offer) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such other time(s) and/or date(s) as Bidco may specify, subject to the rules of the Code and, where applicable, with the consent of the Panel) in respect of such number of Marshall Shares which, together with Marshall Shares acquired, or agreed to be acquired, by Bidco and any person acting in concert with Bidco before or during the Offer Period (whether pursuant to the Offer or otherwise) will result in Bidco and any person acting in concert with it holding Marshall Shares carrying, in aggregate, more than 50 per cent. of the voting rights then exercisable at a general meeting of Marshall (the "Acceptance Condition"); provided that unless the Panel consents otherwise this Acceptance Condition shall only be capable of being satisfied when the other Condition below has been satisfied or waived.

For the purposes of this Acceptance Condition:

(i)         Marshall Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise shall be deemed to carry the voting rights they shall carry upon issue;

(ii)        valid acceptances shall be deemed to have been received in respect of Marshall Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by Bidco whether by virtue of acceptance of the Offer or otherwise; and

(iii)       all percentages of voting rights and share capital are to be calculated by reference to the percentage held and in issue excluding any and all shares held in treasury by Marshall from time to time.

1.2      the FCA:

1.2.1          giving notice for the purposes of section 189(4) of FSMA that it has determined to approve the acquisition of or increase in control of each of the Group Regulated Entities by Constellation and any other person who will acquire such control as a result of the Offer (the "Proposed Controllers"), which:

(i)         is unconditional in all respects; or

(ii)        if given on any terms which may reasonably be expected to have a material adverse impact on the Constellation Group whether in terms of its actual or prospective financial or regulatory capital position, the manner in which it conduct its operations, the ownership of the Constellation Group or otherwise, is on terms satisfactory to Constellation, acting reasonably; or

1.2.2          being treated, by virtue of section 189(6) of FSMA, as having approved the acquisition of or increase in control of each of the Group Regulated Entities by the Proposed Controllers as a result of the Offer.

For the purposes of this paragraph 1.2, references to FSMA are read, where applicable, with the Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/774) (as amended from time to time).

2          Certain further terms of the Offer

2.1      The Offer shall be subject to the satisfaction (or waiver, if permitted) of the Conditions set out in Part 1 of this Appendix I and to the full terms and conditions which shall be set out in the Offer Document and the Form of Acceptance.

2.2      The Offer shall lapse unless the above Conditions have been fulfilled or, where permitted, waived or, where appropriate, have been determined by Bidco to be or remain satisfied, by midnight (London time) on the earlier of the Unconditional Date and the Long-stop Date (subject to the rules of the Code and, where applicable, the consent of the Panel).

2.3      Under Rule 13.5(a) of the Code and subject to paragraph 2.4, Bidco may only invoke a Condition so as to cause the Offer not to proceed, to lapse, or to be withdrawn with the consent of the Panel. The Panel shall normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Offer. This shall be judged by reference to the facts of each case at the time that the relevant circumstances arise.

2.4      The Acceptance Condition is not subject to Rule 13.5(a) of the Code.

2.5      Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.

2.6      Save as may otherwise be required by the Panel, the Offer shall not proceed, shall lapse or shall be withdrawn on the Long-stop Date if:

(a)          sufficient acceptances have not been received so as to enable the Acceptance Condition to be satisfied; or

(b)         where sufficient acceptances have been received so as to enable the Acceptance Condition to be satisfied, with the consent of the Panel, if a Condition relating to an official authorisation or regulatory clearance has not been satisfied or waived and the Panel consents to the Offer not proceeding, lapsing or being withdrawn.

2.7      The Marshall Shares acquired under the Offer shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, on or after the Unconditional Date.

2.8      If, on or after the date of this announcement and on or prior to the Unconditional Date, any dividend, distribution or other return of value is declared, paid or made or becomes payable by Marshall on or prior to the Unconditional Date, Bidco reserves the right to reduce the consideration payable under the Offer to reflect the aggregate amount of such dividend, distribution or other return of value. In such circumstances, Marshall Shareholders shall be entitled to retain any such dividend, distribution or other return of value declared, made, or paid.

If and to the extent that any such dividend, distribution or other return of value has been declared, paid, or made or becomes payable by Marshall prior to the Unconditional Date and Bidco exercises its rights under this paragraph 2.8 to reduce the consideration payable under the terms of the Offer, any reference in this announcement to the consideration payable under the terms of the Offer shall be deemed to be a reference to the consideration as so reduced.

If and to the extent that such a dividend, distribution or other return of value has been declared or announced but not paid or is not payable by reference to a record date on or prior to the Unconditional Date and is or shall be (i) transferred pursuant to the Offer on a basis which entitles Bidco to receive the dividend, distribution or other return of value and to retain it; or (ii) cancelled, the consideration payable under the terms of the Offer shall not be subject to change in accordance with this paragraph 2.8.

Bidco also reserves the right to reduce the consideration payable under the Offer in respect of a Marshall Share in such circumstances as are, and by such amount as is, permitted by the Panel.

Any exercise by Bidco of its rights referred to in this paragraph 2.8 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer.

2.9      If the Offer lapses, the Offer shall cease to be capable of further acceptance and accepting Marshall Shareholders and Bidco shall cease to be bound by Forms of Acceptance submitted at or before the time when the Offer so lapses.

2.10    The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

2.11     The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction and shall not be capable of acceptance by any such use, means, instrumentality or facility or from within such Restricted Jurisdiction (unless otherwise determined by Bidco) and the Offer cannot be accepted by any such use, means or instrumentality or otherwise from any Restricted Jurisdiction.

2.12    The Offer is governed by the law of England and Wales and is subject to the jurisdiction of the courts of England and Wales and to the Conditions and further terms set out in this Appendix I, and which shall be set out in the formal Offer Document (and, in the case of certificated Marshall Shares, the Form of Acceptance), and such further terms as may be required to comply with the City Code and applicable law. The Offer shall be subject to the applicable requirements of the City Code, the AIM Rules, the Panel, the London Stock Exchange and the Financial Conduct Authority.

 

APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION

 

(i)       As 26 November 2021 (being the latest practicable date prior to publication of this announcement), there were 78,232,237 Marshall Shares in issue. The International Securities Identification Number for Marshall Shares is GB00BVYB2Q58.

(ii)      Any references to the issued and to be issued share capital of Marshall are based on:

·      the 78,232,237 Marshall Shares referred to in paragraph (i) above; and

·      an estimated 2,503,821 Marshall Shares which may be issued on or after the date of this announcement to satisfy the exercise of options or vesting of awards pursuant to the Marshall Share Plan.

(iii)     The value of the Offer based on the Offer Price of 400 pence per Marshall Share is calculated on the basis of the issued and to be issued share capital of Marshall (as set out in paragraph (ii) above).

(iv)     The estimate number of Marshall Shares which may be issued on or after the date of this announcement to satisfy the exercise of options or vesting of awards pursuant to the Marshall Share Plan is sourced from:

·      2,926,659 awards outstanding as set out in Marshall's Annual Report & Accounts 2020, less

·      1,222,450 awards exercised as set out in Marshall's Interim Report & Accounts 2021 (for the six months ended 30 June), plus

·      799,612 awards granted as announced by Marshall on 8 September 2021.

(v)      The Closing Prices on 25 November 2021 are taken from the AIM appendix to the Daily Official List.

(vi)     Unless otherwise stated, the information relating to Marshall is extracted from:

·      www.mmhplc.com/about/what-we-do

·      Automotive Management - June 2021

·      Announcement by Marshall on 14 October 2021 relating to the acquisition of Motorline Holdings Limited

 

 

APPENDIX III
DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

Acceleration Statement

a statement in which Bidco, in accordance with Rule 31.5 of the Code, brings forward the latest date by which all of the Conditions to the Offer must be satisfied or waived

Acceptance Condition

the condition as set out in paragraph 1.1 of Appendix I to this announcement

Act or Companies Act

the Companies Act 2006, as amended

AIM

AIM market, a market operated by the London Stock Exchange

AIM Rules

AIM Rules for Companies as published by the London Stock Exchange

Annual Report & Accounts 2020

Marshall's annual report and accounts for the year ended 31 December 2020

Bidco

CAG Vega 2 Limited

Business Day

a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in London

 

Closing Price

the closing middle market price of a Marshall Share on a particular trading day as derived from the AIM Appendix to the Daily Official List

 

Code

the City Code on Takeovers and Mergers

 

Conditions

the conditions of the Offer, set out in paragraph 1 of Appendix I to this announcement and to be set out in the Offer Document

 

Constellation

Constellation Automotive Holdings Limited

 

Constellation Group or Group

Constellation and its subsidiary undertakings and parent undertakings, and any other subsidiary of its parent undertakings and, where the context permits, each of them

 

Daily Official List

the Daily Official List published by the London Stock Exchange

 

Day 60

the 60th day following the publication of the Offer Document or such other date as may otherwise be set as being Day 60 of the timetable of the Offer in accordance with the Code

 

Dealing Arrangement

an arrangement of the kind referred to in Note 11(a) on the definition of acting in concert in the Code

 

Exclusivity Agreement

the exclusivity agreement entered into between Constellation and Marshall of Cambridge as set out in paragraph 4

 

FCA or Financial Conduct Authority

the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000

 

Form of Acceptance

the form of acceptance and authority and election relating to the Offer which shall accompany this Offer Document for use by Marshall Shareholders with shares in certificated form in connection with the Offer

 

FSMA

the Financial Services and Markets Act 2000

 

Group Regulated Entities

means Marshall Motor Group Limited (FRN 310503); Marshall of Ipswich Limited (FRN 673739); Marshall of Peterborough Limited (FRN 673712); Marshall of Stevenage Limited (FRN 667614); Marshall North West Limited (FRN 659002); Marshall of Scunthorpe Limited (FRN 660520); Silver Street Automotive Ltd (FRN 687482); Astle Limited (FRN 660519); and Crystal Motor Group Limited (FRN 687512);

 

IFRS

International Financial Reporting Standards

 

Irrevocable Undertaking

the irrevocable undertaking granted by Marshall of Cambridge (Holdings) Limited as set out in paragraph 4

 

Jefferies

Jefferies International Limited

 

London Stock Exchange

London Stock Exchange plc

 

Long-stop Date

11.59 p.m. on 30 June 2022 or such later date (if any) as Bidco may, with the consent of Marshall or with the consent of the Panel, specify

 

Marshall or the Company

Marshall Motor Holdings plc

 

Marshall Shareholders or Shareholders

the holders of Marshall Shares

 

Marshall Shares

the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 64 pence each in the capital of Marshall and any further such shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) before the Offer closes (or before such earlier date as Bidco, subject to the Code, may determine, not being earlier than the Unconditional Date) but excluding any such shares held or which become held in treasury

 

OEM

original equipment manufacturer

 

Offer

the cash offer made by Bidco, to acquire the entire issued and to be issued Marshall Shares on the terms and subject to the Conditions to be set out in the Offer Document and (in respect of Marshall Shares in certificated form) the Form of Acceptance and including, where the context permits, any subsequent revision, variation, extension or renewal of such offer

 

Offer Document

the document to be despatched to Marshall Shareholders containing the full terms and condition of the Offer

 

Offer Period

the offer period (as defined by the Code) relating to Marshall, which commenced on 26 November 2021

 

Offer Price

400 pence per Marshall Share

 

Opening Position Disclosure

has the same meaning as in Rule 8 of the Code

 

Overseas Shareholders

Marshall Shareholders (or nominees of, or custodians or trustees for Marshall Shareholders) not resident in, or nationals or citizens of the United Kingdom

 

Panel

the Panel on Takeovers and Mergers

 

Regulatory Information Service

any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements

 

Restricted Jurisdiction

any jurisdiction where the making of the Offer would constitute a violation of the relevant laws and regulations of such jurisdiction

 

Share Plan

Marshall's performance share plan

 

Unconditional Date

Day 60 or such earlier date as Bidco may specify in any Acceleration Statement unless, where permitted, it has set aside that statement

 

United Kingdom or UK

the United Kingdom of Great Britain and Northern Ireland

 

United States or US

the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof

 

 

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

 

 

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