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RNS Number : 5320L
Marshall Motor Holdings PLC
16 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART,
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
16 May 2022
RECOMMENDED CASH OFFER
for
Marshall Motor Holdings plc
("MMH" or the "Company")
by
CAG Vega 2 Limited
a wholly-owned subsidiary of
Constellation Automotive Holdings Limited
("Constellation")
Proposed cancellation of admission to trading on AIM
1. Update on Offer
On 29 November 2021, Constellation through its wholly-owned
subsidiary CAG Vega 2 Limited ("Bidco") announced a cash offer of
400 pence per ordinary share in the capital of the Company ("MMH
Share") for the entire issued and to be issued share capital of MMH
(the "Offer").
The offer document in respect of the Offer was posted by Bidco
on 14 December 2021 (the "Offer Document") and the response
document in respect of the Offer was posted on 21 December 2021 by
MMH (the "Response Document") in which the Independent MMH Board
(as defined therein) recommended that the Company's Shareholders
accept the Offer.
On 11 May 2022, Constellation announced that the Offer had
become unconditional in all respects.
As at 8.13am on 11 May 2022, Bidco either owns or has received
valid acceptances in respect of, a total of 74,142,501 MMH Shares,
representing approximately 94.77 per cent. of the MMH Shares
currently in issue.
2. Cancellation of admission to trading on AIM and
re-registration
Bidco set out in the Offer Document its intention to procure MMH
to apply for the cancellation of admission to trading on AIM of MMH
Shares should the Offer become or be declared unconditional and if
Bidco had, 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 MMH. Accordingly, Bidco has
procured that MMH make the application to cancel the admission to
trading of MMH Shares on AIM and pursuant to AIM Rule 41, MMH
announces that the cancellation notice period has now commenced and
cancellation is expected to take effect from 7.00 am on 15 June
2022.
As soon as reasonably practicable after the cancellation of
trading occurs, it is intended that MMH will be re-registered as a
private limited company under the relevant provisions of the
Act.
Shareholders who have not yet accepted the Offer are urged to do
so as soon as possible.
3. Compulsory Acquisition
As Bidco has acquired or received acceptances in respect of 90
per cent. or more of the MMH Shares to which the Offer relates,
Bidco has announced that it will exercise its rights in accordance
with Chapter 3 of Part 28 of the Act to acquire the remaining MMH
Shares on a compulsory basis on the same terms as the Offer.
Bidco will shortly despatch formal compulsory acquisition
notices under Sections 979 and 980 of the Act (the "Compulsory
Acquisition Notices") to MMH 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 MMH 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 MMH Shares held by those MMH 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 MMH Shareholders will be entitled will be held by MMH as
trustee on behalf of those MMH Shareholders who have not accepted
the Offer.
4. Continuation of the Offer and action to be taken
As announced on 11 May 2022, 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.
Forms of Acceptance not yet returned should be completed and
returned in accordance with the instructions set out in the Offer
Document and in the Form of Acceptance so as to be received as soon
as possible.
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Offer Document.
The person responsible for arranging the release of this
announcement on behalf of the Company is Stephen Jones, the Company
Secretary of the Company.
For further information and enquiries please contact:
Marshall Motor Holdings plc c/o Hudson Sandler
Daksh Gupta, Group Chief Executive Tel: +44 (0) 20 7796 4133
Richard Blumberger, Chief Financial Officer
Investec Bank plc (Financial Adviser, Tel: +44 (0) 20 7597 5970
NOMAD & Broker)
Christopher Baird
David Anderson
Ben Farrow
Hudson Sandler Tel: +44 (0) 20 7796 4133
Nick Lyon
Bertie Berger
Nick Moore
Notes to Editors
About Marshall Motor Holdings plc ( www.mmhplc.com )
The Group's principal activities are the sale and repair of new
and used vehicles. The Group's businesses have a total of 162
franchises covering 26 brands, across 37 counties in England and
Wales. In addition, the Group operates nine trade parts
specialists, two used car centres, five standalone body shops and
one pre delivery inspection centre.
In April 2022 the Group was once again recognised by the Great
Place to Work Institute, being ranked the 11(th) best place to work
in the UK (super large company category). This was the twelfth year
in succession that the Group has achieved Great Place to Work
status.
LEI number: 213800BP3HZWHDWXAY78
Important Notices
Investec Bank is authorised by the Prudential Regulation
Authority and regulated in the UK by the Prudential Regulation
Authority and the Financial Conduct Authority. Investec Bank is
acting for MMH and no one else in connection with the Offer and
will not regard any other person (whether or not a recipient of
this document) as a client in relation to the matters referred to
in this document and will not be responsible to anyone other than
MMH for providing the protections afforded to Investec Bank's
clients, nor for providing advice in connection with any other
matter, transaction or arrangement referred to herein.
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END
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