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RNS Number : 6469U
Marshall Motor Holdings PLC
06 December 2021
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.
6 December 2021
Marshall Motor Holdings PLC
("MMH" or the "Company")
Intention to recommend shareholders accept offer by
Constellation
The Board of Marshall Motor Holdings plc, one of the UK's
leading automotive retail groups, provides the following update
regarding the terms of a cash offer to be made by Constellation
Automotive Holdings Limited ("Constellation") by its wholly-owned
subsidiary CAG Vega 2 Limited ("Bidco") of 400 pence per share for
the entire issued and to be issued share capital of the Company
("Offer") announced on 29 November 2021 ("Offer Announcement").
Background
In the Offer Announcement, Constellation stated that it had
received an irrevocable undertaking to accept the Offer from the
Company's 64.4% majority shareholder, Marshall of Cambridge
(Holdings) Limited ("MCH").
The Offer is conditional on:
(i) Bidco having received acceptances carrying more than 50 per
cent. of the voting rights of MMH normally exercisable at a general
meeting of MMH; and
(ii) the requisite regulatory approvals from the FCA being
obtained. The FCA has up to sixty working days to consider an
application for a change of control of MMH.
Change of control of MMH will not take effect until the above
conditions have been satisfied.
Constellation is required to publish an offer document and a
form of acceptance accompanying the offer document as soon as
practicable and, in any event (save with the consent of the
Takeover Panel), within 28 days of 29 November 2021.
Given the above, the Board of MMH is therefore now required
under the Takeover Code to consider its position in relation to the
Offer and in particular, whether to recommend shareholders accept
the Offer.
About Constellation
In the Offer Announcement, Constellation describes itself as "a
large integrated used vehicle services group, covering both the UK
and continental Europe". It says it 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".
Constellation describes itself as "a facilitator and link to the
automotive value chain, supporting manufacturers, dealers, finance
and leasing companies and the end consumer".
In the Offer Announcement, Constellation also said that it 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".
Consideration of the Offer
In addition to the financial terms of the Offer, the Board of
MMH places significant emphasis on the wider responsibilities of
ownership of MMH. These include its history and culture, its
relationships with its manufacturer brand partners which have been
fundamental to MMH's success to date, and the important role that
MMH plays for other stakeholders, including its employees,
customers and suppliers.
The Board of MMH has placed reliance on the information
contained in the Offer Announcement and the statements made by
Constellation during a meeting between the respective parties last
week.
In particular, the Board of MMH has taken into account
statements made by Constellation regarding its intention to work
with MMH's manufacturer brand partners for a long term partnership
and for MMH to continue to grow. The Board also notes that
Constellation itself has longstanding strategic business
relationships with a number of automotive manufacturers in both the
UK and Europe.
In addition, the Board has noted Constellation's statement that
it has no intention to make any changes to the conditions of
employment or the balance of the skills and functions of MMH
employees or management. The Board also notes the statement made by
Constellation in the Offer Announcement that it is looking forward
to working with the employees at Marshall to build on their success
and progress to date.
The Board has also considered the financial terms of the Offer
and whether it reflects an appropriate valuation of MMH and its
future prospects. The Offer price of 400 pence per share in cash
values the entire issued and to be issued share capital of MMH at
approximately GBP325 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 (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 on 25 November
2021 (the last business day prior to the start of the offer
period).
The Offer price of 400 pence per share in cash, and taking
account 36.49 pence per share of dividends paid to shareholders,
represents a total shareholder return of 293 per cent. and an IRR
of 20.6 per cent. to MMH's AIM admission price per share of 149
pence.
Recommendation
The Board, having been so advised by Investec as to the
financial terms of the Offer, consider the terms of the Offer to be
fair and reasonable. In providing financial advice to the MMH
Directors, Investec has taken into account the commercial
assessments of the MMH Directors. Investec is providing independent
financial advice to the MMH Directors for the purposes of Rule 3 of
the Code.
Accordingly, following careful consideration of both the
financial terms of the Offer and Constellation's stated intentions
regarding the conduct of the MMH business under Constellation's
ownership, the Board intends to recommend shareholders accept the
Offer.
ENDS
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
Alan Ferguson, Interim Chairman, Senior Tel: +44 (0) 20 7796 4133
Independent Director
Daksh Gupta, Group Chief Executive
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 164
franchises covering 27 brands, across 37 counties in England and
Wales. In addition, the Group operates 10 trade parts specialists,
seven used car centres, six standalone body shops and one pre
delivery inspection centre.
In April 2021 the Group was recognised by the Great Place to
Work Institute, being ranked the 12(th) best place to work in the
UK (super large company category). This was the eleventh year in
succession that the Group has achieved Great Place to Work
status.
LEI number: 213800BP3HZWHDWXAY78
This announcement contains unaudited information based on
management accounts and forward-looking statements that are based
on current expectations or beliefs, as well as assumptions about
future events. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as
anticipate, target, expect, estimate, intend, plan, goal, believe,
will, may, should, would, could, is confident, or other words of
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statements because they speak only as at the date of this document
and, by their very nature, they are subject to known and unknown
risks and uncertainties and can be affected by other factors that
could cause actual results, and the Group's plans and objectives,
to differ materially from those expressed or implied in the
forward-looking statements. There are a number of factors which
could cause actual results to differ materially from those
expressed or implied in forward-looking statements. The Group
undertakes no obligation to revise or update any forward-looking
statement contained within this announcement, regardless of whether
those statements are affected as a result of new information,
future events or otherwise, save as required by law and
regulations.
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END
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