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RNS Number : 0222Z
Constellation Automotive Holdings
20 January 2022
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
RECOMMED CASH OFFER
for
Marshall Motor Holdings plc
by
CAG Vega 2 Limited
a wholly-owned subsidiary of
Constellation Automotive Holdings Limited
ACCEPTANCE LEVEL ANNOUNCEMENT
1 Background
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 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").
Defined terms used but not defined in this announcement have the
same meanings as set out in the Offer Document.
2 Conditions to the Offer
The Offer is conditional upon valid acceptances being received
by Bidco in respect of such number of Marshall Shares which,
together with Marshall Shares acquired, or agreed to be acquired,
by Bidco (whether pursuant to the Offer or otherwise) would result
in Bidco holding more than 50 per cent. of Marshall's voting
rights.
Full details of this and the other Condition to the Offer are
set out in Appendix I of the Offer Document.
3 Level of acceptances
In accordance with Rule 17 of the Code, Bidco announces that, as
at 5.00 p.m. on 19 January 2022, valid acceptances of the Offer had
been received in respect of 51,071,583 Marshall Shares,
representing 65.28 per cent. of the Marshall Shares to which the
Offer relates, which Bidco may count towards the satisfaction of
the Acceptance Condition.
These acceptances include the acceptance received in respect of
50,390,625 Marshall Shares, representing approximately 64.4 per
cent. of the issued share capital of Marshall, which were subject
to an irrevocable undertaking given by Marshall of Cambridge
(Holdings) Limited.
So far as Bidco is aware, none of these acceptances had been
received from persons acting in concert with Bidco.
In addition, Bidco holds 8,283,926 Marshall Shares, representing
approximately 10.59 per cent. of Marshall's issued ordinary share
capital.
In aggregate, Bidco either owns or has received valid
acceptances in respect of 75.87 per cent. 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.
Marshall Shareholders are reminded that, as a summary and
subject to the fuller description in the Offer Document, the
Acceptance Condition shall be satisfied should Bidco receive valid
acceptances and/or acquire or agree to acquire Marshall Shares
which carry more than 50 per cent. of the voting rights then
exercisable at a general meeting of Marshall. Consequently, Bidco
confirms that the total percentage of Marshall Shares which it may
count towards satisfaction of the Acceptance Condition has
increased through the percentage threshold to which the Acceptance
Condition is subject. However, unless the Panel consents otherwise,
the Acceptance Condition will only be capable of being satisfied
when all other Conditions set out in the Offer Document have been
satisfied or waived.
Interests in relevant securities
As at close of business on 19 January 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).
4 Procedure for acceptance of the Offer
Marshall Shareholders who have not yet accepted the Offer are
urged to do so by the following deadlines:
-- If you hold Marshall Shares in certificated form (that is,
not in CREST), you should complete and return the Form of
Acceptance as soon as possible and in any event so as to be
received by the Receiving Agent at Computershare Investor Services
PLC, Corporate Actions Projects, Bristol BS99 6AH no later than
1.00 p.m. on 12 February 2022.
-- 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 no later
than 1.00 p.m. on 12 February 2022.
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.
5 Compulsory acquisition, de-listing and re-registration
If Bidco receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. or more of the Marshall
Shares to which the Offer relates and assuming that all of the
other Conditions to the Offer have been satisfied or waived (if
capable of being waived), Bidco intends to exercise its rights
pursuant to the provisions of Chapter 3 of Part 28 of the Companies
Act to acquire compulsorily the remaining Marshall Shares in
respect of which the Offer has not been accepted on the same terms
as the Offer.
If the Offer becomes or is declared unconditional in all
respects and if Bidco then holds 75 per cent. of the issued share
capital of Marshall, Bidco intends to procure that Marshall will
make an application to the LSE for the cancellation of trading in
the Marshall Shares on AIM.
It is anticipated that, subject to any applicable requirements
of the London Stock Exchange, cancellation of admission to trading
on AIM will take effect no earlier than 20 Business Days after such
application is made. Following such de-listing, Bidco intends to
procure that Marshall re-registers from a public limited company to
a private limited company.
Such cancellation and re-registration shall significantly reduce
the liquidity and marketability of any Marshall Shares in respect
of which the Offer has not been accepted at that time and their
value may be affected as a consequence. Any remaining Marshall
Shareholders would become minority shareholders in a privately
controlled limited company and may be unable to sell their Marshall
Shares and there can be no certainty that any dividends or other
distributions shall be made by Marshall or that the Marshall
Shareholders shall again be offered as much for the Marshall Shares
held by them.
6 Further information
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
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.
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 Offer and 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 connection with
the Offer and 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 the Offer and this
announcement, in any statement contained herein or otherwise.
Kinmont, which is regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for Bidco and
Constellation and 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
Offer and 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 the Offer
and 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 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 law and the Takeover Code (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 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 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 (London time) 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.
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END
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