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

5 January 2022

RECOMMENDED CASH OFFER

for

Marshall Motor Holdings plc
by

CAG Vega 2 Limited

a wholly-owned subsidiary of

Constellation Automotive Holdings Limited

ACCEPTANCE LEVEL ANNOUNCEMENT

1         Background

On 29 November 2021, the Board of Constellation Automotive Holdings Limited ("Constellation") announced the terms of a cash offer (the "Offer") pursuant to which its wholly-owned subsidiary CAG Vega 2 Limited ("Bidco") shall acquire the entire issued and to be issued share capital of Marshall Motor Holdings plc ("Marshall"). The full terms of, and conditions to, the Offer and the procedures for acceptance were set out in the offer document dated 14 December 2021 (the "Offer Document").

Defined terms used but not defined in this announcement have the same meanings as set out in the Offer Document.

2         Conditions to the Offer

The Offer is conditional upon valid acceptances being received by Bidco in respect of such number of Marshall Shares which, together with Marshall Shares acquired, or agreed to be acquired, by Bidco (whether pursuant to the Offer or otherwise) would result in Bidco holding more than 50 per cent. of Marshall's voting rights.

Full details of this and the other Condition to the Offer are set out in Appendix I of the Offer Document.

3         Level of acceptances

In accordance with Rule 17 of the Code, Bidco announces that, as at 5.00 p.m. on 4 January 2022, valid acceptances of the Offer had been received in respect of 50,758,459 Marshall Shares, representing 64.88 per cent. of the Marshall Shares to which the Offer relates, which Bidco may count towards the satisfaction of the Acceptance Condition.

These acceptances include the acceptance received in respect of 50,390,625 Marshall Shares, representing approximately 64.4 per cent. of the issued share capital of Marshall, which were subject to an irrevocable undertaking given by Marshall of Cambridge (Holdings) Limited.

So far as Bidco is aware, none of these acceptances had been received from persons acting in concert with Bidco.

Marshall Shareholders are reminded that, as a summary and subject to the fuller description in the Offer Document, the Acceptance Condition shall be satisfied should Bidco receive valid acceptances and/or acquire or agree to acquire Marshall Shares which carry more than 50 per cent. of the voting rights then exercisable at a general meeting of Marshall. Consequently, Bidco confirms that the total percentage of Marshall Shares which it may count towards satisfaction of the Acceptance Condition has increased through the percentage threshold to which the Acceptance Condition is subject. However, unless the Panel consents otherwise, the Acceptance Condition will only be capable of being satisfied when all other Conditions set out in the Offer Document have been satisfied or waived.

Interests in relevant securities

As at close of business on 4 January 2022, being the latest practicable date prior to publication of this announcement, neither Bidco nor any of the directors of Bidco nor (so far as Bidco is aware) any person acting in concert with Bidco (a) is interested in, or has any rights to subscribe for, any relevant securities of Marshall, or securities convertible or exchangeable into Marshall Shares, (b) has any short position (whether conditional or absolute and whether in the money or otherwise) in, including any short position under a derivative or any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, any relevant securities of Marshall or (c) has any borrowing or lending of any relevant securities of Marshall (save for any borrowed Marshall Shares which have been either on-lent or sold).

4         Procedure for acceptance of the Offer

Marshall Shareholders who have not yet accepted the Offer are urged to do so by the following deadlines:

·      If you hold Marshall Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance as soon as possible and in any event so as to be received by the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH no later than 1.00 p.m. on 12 February 2022.

·      If you hold your Marshall Shares in uncertificated form (that is, in CREST), you should ensure than an electronic acceptance is made by you or on your behalf and that settlement is made no later than 1.00 p.m. on 12 February 2022.

Full details on how to accept the Offer are set out in the Offer Document, a copy of which is available on Bidco's website at www.constellationautomotive.com.

5         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 all of the other Conditions to the Offer have been satisfied or waived (if capable of being waived), Bidco intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Marshall Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

If the Offer becomes or is declared unconditional in all respects and if Bidco then holds 75 per cent. of the issued share capital of Marshall, Bidco intends to procure that Marshall will make an application to the LSE for the cancellation of trading in the Marshall Shares on AIM.

It is anticipated that, subject to any applicable requirements of the London Stock Exchange, cancellation of admission to trading on AIM will take effect no earlier than 20 Business Days after such application is made. Following such de-listing, Bidco intends to procure that Marshall re-registers from a public limited company to a private limited 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.

6         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

Important Notices

Unless expressly defined in this announcement, terms defined in the Offer Document have the same meaning when used in this announcement. All references to time in this announcement are to London time.

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 Offer and this announcement. In connection with such matters, Jefferies will not regard any other person as their client, and will not be responsible to anyone other than Bidco and Constellation for providing the protections afforded to clients of Jefferies or for providing advice in connection with the Offer and 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 the Offer and this announcement, in any statement contained herein or otherwise.

Kinmont, which is regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bidco and Constellation and 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 Offer and 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 the Offer and 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 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 has been made solely by means of an Offer Document and the Form of Acceptance accompanying the Offer Document, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

This announcement has been prepared for the purpose of complying with English law and the Takeover Code (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 England and Wales.

The release, publication or distribution of this announcement in certain jurisdictions 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 pm on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm 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 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 pm 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 Takeover 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.

Publication on website

This announcement will be available subject to certain restrictions relating to persons resident in restricted jurisdictions on Bidco's website at www.constellationautomotive.com by no later than 12 noon (London time) on 6 January 2022. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this announcement.