Constellation Automotive Group Limited made an offer to acquire Marshall Motor Holdings plc (AIM:MMH) from Marshall of Cambridge (Holdings) Limited and others for approximately £320 million on November 29, 2021. Under the offer, Constellation Automotive Group Limited will acquire all the issued and to be issued shares at £4 per share. The transaction will be financed from own resources of Constellation. Constellation Automotive Group has no plans to change the locations of Marshall's headquarters and headquarter functions, save as set out in relation to potential reductions in headcount, or places of business or to redeploy the fixed assets of Marshal. It is expected that, upon completion of the offer, each non-executive Marshall Director will resign. Constellation Automotive Group has no intention to make any changes to the conditions of employment or the balance of the skills and functions of Marshall employees or management.

The transaction is subject to obtaining acceptance for minimum of 50% and requisite regulatory approvals from the Financial Conduct Authority being obtained. The Board of Marshall Motor Holdings recommended the shareholders to accept the Offer. The long stop date for fulfillment of conditions and making offer unconditional is June 30, 2022. 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%. If Constellation Automotive Group Limited acquired 90% stake of Marshal, it will have the right to acquire remaining shares through compulsory acquisition. Post completion, an application will be made to London Stock Exchange for the cancellation of the admission to trading of 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. As on December 24, 2021, valid acceptance of the Offer had been received in respect of 50,390,625 Marshall Shares, representing 64.41% of the Marshall Shares to which the Offer relates. This acceptance is in respect of 50,390,625 Marshall Shares, representing approximately 64.41 per cent. of the issued share capital of Marshall, which were subject to an irrevocable undertaking given by Marshall of Cambridge (Holdings) Limited. As of January 18, 2022, valid acceptance of the Offer had been received in respect of 50,993,026 shares representing 65.18% stake of Marshall Motor Holdings plc. As of May 11, 2022, the Financial Conduct Authority Condition has now been satisfied together with sufficient valid acceptances to satisfy the acceptance Condition, therefore all Conditions to the Offer have been fulfilled and the Offer is declared unconditional. As a result, Constellation Automotive will shortly launch a formal compulsory acquisition for the remaining shares under the same terms with expiry of six weeks from the date of the Compulsory Acquisition Notices. As of May 16, 2022, Bidco either owns or has received valid acceptances in respect of, a total of 74,142,501 MMH Shares, representing approximately 94.77 per cent. of the MMH Shares currently in issue. MMH announces that the cancellation notice period has now commenced and cancellation is expected to take effect 15 June 2022.

The transaction is not expected to have any impact on existing business of Constellation Automotive Group Limited. Kinmont and Philip Noblet, James Thomlinson and Harry Le May of Jefferies International Limited acted as financial advisors to Constellation Automotive Group Limited. Linklaters LLP acted as legal advisor to Constellation Automotive Group Limited. Christopher Baird, David Anderson and Ben Farrow of Investec Bank plc acted as financial advisors and brokers for Marshall Motor Holdings plc. Osborne Clarke is advising Marshall Motor Holdings plc