BCA Regulatory News (BCA)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

6 July 2018

BCA Marketplace plc

Statement re Withdrawal of Apax

The Board of BCA Marketplace plc ("BCA" or the "Company") notes the announcement by Apax Partners LLP ("Apax") that neither Apax nor any funds advised by Apax intend to make an offer for BCA.

The Board of BCA received two preliminary and conditional indicative proposals from Apax relating to a possible cash offer for the entire share capital of BCA (the "Proposals"). After careful consideration, the Board of BCA concluded that the Proposals undervalued the Company and its attractive prospects. Accordingly, the Board of BCA unanimously rejected the Proposals.

The Board of BCA continues to believe in the attractive long term prospects for the Company, and on 28 June 2018, BCA published its preliminary results for the twelve months ended 1 April 2018, delivering a third consecutive year of strong earnings growth. In the statement, Avril Palmer-Baunack, Executive Chairman said:

"The Group has delivered record commercial and financial results for the third successive year. We saw increased volumes across all divisions, with UK Vehicle Remarketing achieving the landmark of selling over one million vehicles in the year. Adjusted EBITDA increased by 17.6% to £159.5m while adjusted diluted earnings per share has increased to 11.4p, up 25.3% (compared to 9.1p in 2017). Operating profit has increased by £13.3m to £87.6m, an increase of 17.9%, reflecting the growth in adjusted EBITDA offset by non-recurring restructuring costs relating to simplification of management structures.

The strong Group performance reflects our unique position within the Automotive solutions sector. BCA has the infrastructure, the range of digital and physical capabilities, a history of good service and innovation and we are now providing solutions at scale. These capabilities, especially the services within the more recently acquired businesses, have continued to be integrated in order to provide comprehensive customer solutions and the efficiencies that have supported the Group's growth, cash generation and dividend policy.

The new financial year has started well, with performance since the year end in line with our expectations. Across all of our markets there remains significant addressable volume to capture, where our business and consumer solutions can bring efficiency and value to new customers during the time a vehicle changes ownership. We are excited by and committed to the opportunities ahead for BCA."

This announcement is being made by BCA without the agreement or approval of Apax.

Enquiries

Further information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for BCA and no one else in connection with the Proposal and any other matter referred to in this announcement and will not be responsible to anyone other than BCA for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the possible offer or any other matters referred to in this announcement.

The person responsible for arranging the release of this announcement on behalf of BCA is Martin Letza.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be published on BCA's website (http://www.bcamarketplaceplc.com/investors) by no later than 12 noon on 12 June 2018. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.