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RNS Number : 6542U
Constellation Automotive Holdings
06 December 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
6(th) December 2021
Offer Update for Marshall Motor Holdings plc
Constellation Automotive Holdings Limited ("Constellation")
notes the announcement from the Board of Marshall Motor Holdings
plc ("Marshall") setting out the Board's intention to recommend to
shareholders the Offer by CAG Vega 2 Limited ("Bidco"), a wholly
owned subsidiary of Constellation, to acquire the entire issued and
to be issued share capital of Marshall for 400p in cash.
Constellation welcomes the Board of Marshall's recommendation of
the Offer. Constellation continues to consider the terms of the
Offer to be extremely attractive for shareholders, representing 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
(being 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 of 283 pence on
25 November 2021 (being the last Business Day prior to the start of
the Offer Period).
In addition, Constellation notes that is has received an
irrevocable undertaking to accept the Offer from Marshall of
Cambridge (Holdings) Limited in respect of its entire shareholding
of 50,390,625 ordinary shares in the capital of Marshall,
representing approximately 64.4 per cent. of the issued ordinary
share capital of Marshall.
Constellation expects to post the Offer Document to Marshall
shareholders during the week of the 13(th) December 2021.
Capitalised terms used in this announcement shall have the
meanings given to them in the 2.7 Announcement.
Enquiries:
Tulchan Communications LLP
Jonathan Sibun +44 207 353 4200
Jefferies International Limited (Financial
Adviser to Constellation)
Philip Noblet / James Thomlinson / Harry
Le May +44 207 029 8000
Disclaimer
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting for 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 any persons
other than Constellation for providing the protections afforded to
clients of Jefferies or for providing advice in relation to the
contents of 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 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.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction in
contravention of applicable law.
The Offer will be made solely by means of an Offer Document and
the Form of Acceptance, which will contain the full terms and
conditions of the Offer, including details of how to accept the
Offer. Any acceptance or other response in relation to the Offer
should be made only on the basis of the information contained in
the Offer Document. Each Marshall Shareholder is urged to consult
its independent professional adviser immediately regarding the tax
consequences to it (or its beneficial owners) of the Offer.
This announcement does not constitute a prospectus or prospectus
exempted document.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable
requirements.
To the fullest extent permitted by applicable law, the companies
and persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purpose of complying
with English 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 of England and Wales.
Copies of this announcement and formal documentation relating to
the Offer shall not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported acceptance of the Offer.
Further details in relation to Overseas Shareholders shall be
contained in the Offer Document.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) 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 City 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 p.m.
(London time) 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 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 of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in restricted
jurisdictions on Constellation 's website at
www.constellationautomotive.com no later than 12 noon (London time)
on 7(th) December 2021.
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
- END -
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