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

20 January 2022

RECOMMENDED CASH OFFER

for

Marshall Motor Holdings plc

by

CAG Vega 2 Limited

a wholly-owned subsidiary of

Constellation Automotive Holdings Limited

OFFER UPDATE AND UPDATE ON OFFER TIMETABLE

1         Offer Update

Further to the recent disclosures made by Constellation Automotive Holdings Limited ("Constellation") through its wholly-owned subsidiary CAG Vega 2 Limited ("Bidco"), Bidco confirms that it now owns 10.59% of the issued share capital of Marshall Motor Holdings plc ("Marshall"). Bidco has also received valid acceptances in respect of 66.39% of the issued share capital of Marshall for its cash offer announced on 29 November 2021 pursuant to which Bidco shall acquire the entire issued and to be issued share capital of Marshall (the "Offer").

In aggregate, Bidco either owns or has received valid acceptances in respect of 76.98% of the issued share capital of Marshall. Marshall Shareholders are therefore reminded that, after the Offer becomes or is declared unconditional, Bidco intends to apply to the London Stock Exchange for de-listing of the Marshall Shares from trading on AIM and Marshall Shareholders are therefore urged to accept the Offer as soon as possible.

2         Update On Offer Timetable

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").

As set out in the Offer Document, the Offer is conditional upon, among other things, the requisite regulatory approvals from the Financial Conduct Authority being obtained (the "FCA Condition").

As expected given the FCA's usual timetable for such regulatory approvals, as at 5:00 p.m. on 20 January 2022 (being, in relation to the Offer, the second day prior to Day 39 (the "Suspension Deadline")), the FCA Condition had not yet been satisfied.

As is customary, Bidco and Marshall have therefore made a joint request to the Panel, pursuant to Rule 31.4(a)(i) of the Code, that the timetable for the Offer be suspended until such time as the FCA Condition is satisfied. Following such joint request, the Panel has today suspended the Offer timetable pursuant to Rule 31.4(a) of the Code.

Bidco confirms that:

·             pursuant to Rule 31.4(b) of the Code, the suspended timetable for the Offer will resume on the date on which the FCA Condition is satisfied; and

·             pursuant to Rule 31.4(d) of the Code, following resumption of the Offer timetable in accordance with the Code, Bidco will make an immediate announcement confirming the new Day 60.

The Panel has further confirmed that Bidco's obligation under Rule 17.1(a)(i) of the Code (to make announcements on every seventh day following Day 21 setting out, among other matters, the number of Marshall Shares for which acceptances of the Offer have been received) has been suspended until such time as the FCA Condition is satisfied and the Offer timetable has been resumed.

Each of the Conditions to the Offer (including the FCA Condition) must be satisfied or waived by no later than the Long Stop Date, being 11:59 p.m. on 30 June 2022, or such other date (if any) as Bidco may, with the consent of Marshall or with the consent of the Panel, specify.

3         Offer open for acceptances

Notwithstanding the suspension of the Offer timetable referred to in this announcement, the Offer remains open for acceptance. Marshall Shareholders who have not yet accepted the Offer and who wish to do so should take action to accept the Offer as soon as possible.

Details of the procedure for doing so are set out below.

·      If you hold Marshall Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH as soon as possible.

·      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 as soon as possible.

Once the FCA Condition has been satisfied, a revised Offer timetable will be announced setting out the new deadline by which Marshall Shareholders should accept the Offer.

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.

4         General

This announcement should be read in conjunction with the full text of the Offer Document.

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.

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

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 anyone 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 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.

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 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 and Welsh 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 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 company 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 made 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 on 21 January 2022. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this announcement.