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

11 May 2022

RECOMMENDED CASH OFFER

for

Marshall Motor Holdings plc

by

CAG Vega 2 Limited

a wholly-owned subsidiary of

Constellation Automotive Holdings Limited

OFFER UNCONDITIONAL AND COMPULSORY ACQUISITION

1         Introduction

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 offer to 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").

2         Satisfaction of FCA Condition

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"). On 20 January 2022, it was announced that the Takeover Panel had suspended the timetable for the Offer since the FCA Condition had not been satisfied or waived.

Bidco is pleased to announce that the FCA Condition has now been satisfied.

3         Offer unconditional

As set out in the Offer document, the Offer is also conditional upon valid acceptances being received by Bidco in respect of such number of Marshall Shares which, together with Marshall Shares acquired, results in Bidco holding more than 50 per cent. of Marshall's voting rights (the "Acceptance Condition").

Bidco is pleased to announce that it has received sufficient acceptances to satisfy the Acceptance Condition. Together with the satisfaction of the FCA Condition, this means that all Conditions to the Offer have been fulfilled, therefore the Offer is declared unconditional.

4         Compulsory acquisition

As Bidco has now received acceptances under the Offer in respect of, and/or otherwise acquired, 90 per cent. or more of the Marshall Shares by nominal value and voting rights attaching to such shares and all of the other Conditions to the Offer have been satisfied, Bidco will shortly begin the implementation of the compulsory acquisition procedure to acquire the remaining Marshall Shares under Chapter 3 of Part 28 of the Companies Act 2006 (the "Act"), as contemplated by the Offer Document.

Bidco will shortly despatch formal compulsory acquisition notices under Sections 979 and 980 of the Act (the "Compulsory Acquisition Notices") to Marshall Shareholders who have not yet accepted the Offer. These notices will set out Bidco's intention to apply the provisions of Section 979 of the Act to acquire compulsorily any remaining Marshall Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

On the expiry of six weeks from the date of the Compulsory Acquisition Notices, the Marshall Shares held by those Marshall Shareholders who have not accepted the Offer will be acquired compulsorily by Bidco on the same terms as the Offer. The consideration to which those Marshall Shareholders will be entitled will be held by Marshall as trustee on behalf of those Marshall Shareholders who have not accepted the Offer.

5         Offer open for acceptances

The Offer will remain open for acceptance until further notice and at least 14 days' notice will be given if Bidco decides to close the Offer. 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 acceptance of the Offer 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.

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.

6         Level of Acceptances

As at 8:13 a.m. on 11 May 2022, Bidco either owns or has received valid acceptances in respect of, a total of 74,142,501 Marshall Shares, representing approximately 94.77 per cent. of the issued ordinary share capital of Marshall, which Bidco may count towards the satisfaction of the Acceptance Condition.

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

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

Interests in relevant securities

Save for the interests set out below, as at close of business on 10 May 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).

As at close of business on 10 May 2022, being the latest practicable date prior to publication of this announcement, Bidco owns 15,568,667 Marshall Shares, representing approximately 19.90% of the existing issued ordinary share capital of Marshall.

7         Settlement

Settlement of consideration to which any accepting Marshall Shareholder is entitled under the Offer will be despatched as follows: (i) in the case of acceptances which have been received and are valid and complete in all respects by 1.00 p.m. on the date of this announcement, within 14 days; or (ii) in the case of further acceptances which are valid and complete in all respects and received after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

8         General

The Takeover Panel has confirmed that the Offer Period in relation to Marshall has now ended.

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.

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 the next business day following the date of this announcement. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this announcement.