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RNS Number : 1551Z
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
OFFER UPDATE AND UPDATE ON OFFER TIMETABLE
1 Offer Update
Further to the recent disclosures made by Constellation
Automotive Holdings Limited ("Constellation") through its
wholly-owned subsidiary CAG Vega 2 Limited ("Bidco"), Bidco
confirms that it now owns 10.59% of the issued share capital of
Marshall Motor Holdings plc ("Marshall"). Bidco has also received
valid acceptances in respect of 66.39% of the issued share capital
of Marshall for its cash offer announced on 29 November 2021
pursuant to which Bidco shall acquire the entire issued and to be
issued share capital of Marshall (the "Offer").
In aggregate, Bidco either owns or has received valid
acceptances in respect of 76.98% 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.
2 Update On Offer Timetable
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").
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").
As expected given the FCA's usual timetable for such regulatory
approvals, as at 5:00 p.m. on 20 January 2022 (being, in relation
to the Offer, the second day prior to Day 39 (the "Suspension
Deadline")), the FCA Condition had not yet been satisfied.
As is customary, Bidco and Marshall have therefore made a joint
request to the Panel, pursuant to Rule 31.4(a)(i) of the Code, that
the timetable for the Offer be suspended until such time as the FCA
Condition is satisfied. Following such joint request, the Panel has
today suspended the Offer timetable pursuant to Rule 31.4(a) of the
Code.
Bidco confirms that:
-- pursuant to Rule 31.4(b) of the Code, the suspended timetable
for the Offer will resume on the date on which the FCA Condition is
satisfied; and
-- pursuant to Rule 31.4(d) of the Code, following resumption of
the Offer timetable in accordance with the Code, Bidco will make an
immediate announcement confirming the new Day 60.
The Panel has further confirmed that Bidco's obligation under
Rule 17.1(a)(i) of the Code (to make announcements on every seventh
day following Day 21 setting out, among other matters, the number
of Marshall Shares for which acceptances of the Offer have been
received) has been suspended until such time as the FCA Condition
is satisfied and the Offer timetable has been resumed.
Each of the Conditions to the Offer (including the FCA
Condition) must be satisfied or waived by no later than the Long
Stop Date, being 11:59 p.m. on 30 June 2022, or such other date (if
any) as Bidco may, with the consent of Marshall or with the consent
of the Panel, specify.
3 Offer open for acceptances
Notwithstanding the suspension of the Offer timetable referred
to in this announcement , the Offer remains open for acceptance.
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 doing so 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.
Once the FCA Condition has been satisfied, a revised Offer
timetable will be announced setting out the new deadline by which
Marshall Shareholders should accept the Offer.
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.
4 General
This announcement should be read in conjunction with the full
text of the Offer Document.
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.
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 company 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 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 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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