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RNS Number : 1487L
Constellation Automotive Holdings
11 May 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
11 May 2022
RECOMMED CASH OFFER
for
Marshall Motor Holdings plc
by
CAG Vega 2 Limited
a wholly-owned subsidiary of
Constellation Automotive Holdings Limited
OFFER UNCONDITIONAL AND COMPULSORY ACQUISITION
1 Introduction
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 offer to 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").
2 Satisfaction of FCA Condition
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").
On 20 January 2022, it was announced that the Takeover Panel had
suspended the timetable for the Offer since the FCA Condition had
not been satisfied or waived.
Bidco is pleased to announce that the FCA Condition has now been
satisfied.
3 Offer unconditional
As set out in the Offer document, the Offer is also conditional
upon valid acceptances being received by Bidco in respect of such
number of Marshall Shares which, together with Marshall Shares
acquired, results in Bidco holding more than 50 per cent. of
Marshall's voting rights (the "Acceptance Condition").
Bidco is pleased to announce that it has received sufficient
acceptances to satisfy the Acceptance Condition. Together with the
satisfaction of the FCA Condition, this means that all Conditions
to the Offer have been fulfilled, therefore the Offer is declared
unconditional.
4 Compulsory acquisition
As Bidco has now received acceptances under the Offer in respect
of, and/or otherwise acquired, 90 per cent. or more of the Marshall
Shares by nominal value and voting rights attaching to such shares
and all of the other Conditions to the Offer have been satisfied,
Bidco will shortly begin the implementation of the compulsory
acquisition procedure to acquire the remaining Marshall Shares
under Chapter 3 of Part 28 of the Companies Act 2006 (the "Act"),
as contemplated by the Offer Document.
Bidco will shortly despatch formal compulsory acquisition
notices under Sections 979 and 980 of the Act (the "Compulsory
Acquisition Notices") to Marshall 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 Marshall 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 Marshall Shares held by those Marshall
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 Marshall Shareholders will be entitled
will be held by Marshall as trustee on behalf of those Marshall
Shareholders who have not accepted the Offer.
5 Offer open for acceptances
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. 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 acceptance of the Offer 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.
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.
6 Level of Acceptances
As at 8:13 a.m. on 11 May 2022, Bidco either owns or has
received valid acceptances in respect of, a total of 74,142,501
Marshall Shares, representing approximately 94.77 per cent. of the
issued ordinary share capital of Marshall, which Bidco may count
towards the satisfaction of the Acceptance Condition.
So far as Bidco is aware, none of these acceptances had been
received from persons acting in concert with Bidco.
These acceptances include those received in respect of
50,390,625 Marshall Shares (representing approximately 64.4 per
cent. of the existing issued ordinary share capital of Marshall)
which were subject to an irrevocable undertaking given by Marshall
of Cambridge (Holdings) Limited.
Interests in relevant securities
Save for the interests set out below, as at close of business on
10 May 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).
As at close of business on 10 May 2022, being the latest
practicable date prior to publication of this announcement, Bidco
owns 15,568,667 Marshall Shares, representing approximately 19.90 %
of the existing issued ordinary share capital of Marshall.
7 Settlement
Settlement of consideration to which any accepting Marshall
Shareholder is entitled under the Offer will be despatched as
follows: (i) in the case of acceptances which have been received
and are valid and complete in all respects by 1.00 p.m. on the date
of this announcement, within 14 days; or (ii) in the case of
further acceptances which are valid and complete in all respects
and received after the date of this announcement but while the
Offer remains open for acceptance, within 14 days of such receipt,
in each case in the manner described in the Offer Document.
8 General
The Takeover Panel has confirmed that the Offer Period in
relation to Marshall has now ended.
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.
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 the next business day following the
date of this announcement. 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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