11 May 2022 15:45
11 May 2022
MARSHALL MOTOR HOLDINGS PLC
("MMH" or the "Company")
PDMR SHARE AWARD VESTING AND EXERCISE
AND
ACCEPTANCE OF OFFER MADE BY CONSTELLATION AUTOMOTIVE HOLDINGS LIMITED ("CONSTELLATION") BY PDMRS
On 29 November 2021, Constellation, through its wholly-owned subsidiary CAG Vega 2 Limited ("Bidco"), announced a cash offer of 400 pence per ordinary share in the capital of the Company ("MMH Share") for the entire issued and to be issued share capital of MMH (the "Offer").
The offer document in respect of the Offer was posted by Bidco on 14 December 2021 (the "Offer Document") and the response document in respect of the Offer was posted on 21 December 2021 by MMH (the "Response Document"), in which the Independent MMH Board (as defined therein) recommended that the Company's Shareholders accept the Offer. The Response Document further informed Shareholders that the MMH Remuneration Committee had decided unanimously that full vesting of all outstanding options was appropriate and allowable under the MMH Share Plan (as defined in the Response Document) conditions.
On 20 January 2022, Constellation announced that, pursuant to Rule 31.4(b) of the Code, the timetable for the Offer had been suspended pending satisfaction of the FCA Condition (as defined in the same announcement). Pursuant to the announcement made earlier today by Constellation, the FCA Condition has now been satisfied and the Offer has become unconditional in all respects (the "Constellation Announcement").
Share award vesting and exercise
Following the release of the Constellation Announcement, the Company can announce that the following options held by persons discharging managerial responsibilities ("PDMRs") at the Company have been exercised:
Name of PDMR | Role | Options Held |
Daksh Gupta | Chief Executive Officer | 912,467 |
Richard Blumberger | Chief Financial Officer | 399,899 |
Stephen Jones | Company Secretary | 156,853 |
Jamie Crowther | Operations Director | 156,853 |
Jon Head | Operations Director | 149,680 |
Jo Moxon | HR Director | 96,790 |
Adrian Wallington | Commercial Director | 39,773 |
Further, the Company was notified today that the Company's Employee Benefit Trust ("EBT") intends to subscribe for 3,095,896 new MMH Shares at their par value of 64 pence each and at an aggregate cost to the EBT of £1,981,373.44 (the "New Ordinary Shares"). The Company has agreed to pay to the EBT the funds necessary to make its subscription for the New Ordinary Shares. The New Ordinary Shares to be held in the EBT will be transferred to the trustee of the EBT to satisfy the share awards granted under the MMH Share Plan.
Accordingly, today, the Company allotted the New Ordinary Shares to the EBT. Such shares will rank pari passu in all respects with the existing ordinary shares of the Company. Application has been made to AIM for the admission of the New Ordinary Shares to trading.
Following the issue of the New Ordinary Shares, the Company's total issued share capital will consist of 81,328,133 MMH Shares with one voting right per share. The Company does not hold any ordinary shares in treasury. Therefore, following the issue of the New Ordinary Shares, the total number of voting rights in the Company is 81,328,133.
Acceptance of Offer by PDMRs
The Company further announces that, the following PDMRs have accepted the Offer in respect of the MMH Shares currently held by them:
Name of PDMR | Role | Shares held |
Alan Ferguson | Interim Chairman | 58,557 |
Daksh Gupta | Chief Executive Officer | 1,650,000 |
Francesca Ecsery | Non-Executive Director | 2,013 |
Christopher Walkinshaw* | Non-Executive Director | 66,713 |
Stephen Jones | Company Secretary | 57,382 |
Jamie Crowther | Operations Director | 89,931 |
Jon Head | Operations Director | 18,331 |
*Includes interests held by immediate family, related trusts and connected persons | ||
The information set out below is provided in accordance with the requirements of the Market Abuse Regulation 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.
Share award vesting and exercise by PDMRs
1 Details of the person discharging managerial responsibilities/person closely associated | ||
a) Name | (a) Daksh Gupta ("DG") (b) Richard Blumberger ("RB") (c) Stephen Jones (SJ") (d) Jamie Crowther ("JC") (e) Jon Head ("JH") (f) Jo Moxon ("JM") (g) Adrian Wallington ("AW") | |
2 Reason for the notification | ||
a) Position/status | (a) Chief Executive Officer (DG) (b) Chief Financial Officer (RB) (c) Company Secretary (SJ) (d) Operations Director (JC) (e) Operations Director (JH) (f) HR Director (JM) (g) Commercial Director (AW) | |
b) Initial notification/Amendment | Initial notification | |
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) Name | Marshall Motor Holdings plc | |
b) LEI | 213800BP3HZWHDWXAY78 | |
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) Description of the financial instrument, type of instrument | Ordinary Shares of 64p each | |
Identification code | GB00BVYB2Q58 | |
b) Nature of the transaction | Vesting and exercise of share award over Ordinary shares of 64p each | |
c) Price(s) and volume(s) | Price(s) | Volume(s) |
£NIL £NIL £NIL £NIL £NIL £NIL £NIL | 912,467 (DG) 399,899 (RB) 156,853 (SJ) 156,853 (JC) 149,680 (JH) 96,790 (JM) 39,773 (AW) | |
d) Aggregated information - Aggregated volume - Price | Not applicable, single transactions. | |
e) Date of the transaction | All - 11 May 2022 | |
f) Place of the transaction | London Stock Exchange (XLON) | |
Acceptance of Offer by PDMRs
1 Details of the person discharging managerial responsibilities/person closely associated | ||
a) Name | (a) Alan Ferguson ("AF") (b) Daksh Gupta ("DG") (c) Francesca Ecsery ("FE") (d) Christopher Walkinshaw ("CW") (e) Stephen Jones (SJ") (f) Jamie Crowther ("JC") (g) Jon Head ("JH") | |
2 Reason for the notification | ||
a) Position/status | (a) Interim Chairman (AF) (b) Chief Executive Officer (DG) (c) Non-Executive Director (FE) (d) Non-Executive Director (CW) (e) Company Secretary (SJ) (f) Operations Director (JC) (g) HR Director (JH) | |
b) Initial notification/Amendment | Initial notification | |
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) Name | Marshall Motor Holdings plc | |
b) LEI | 213800BP3HZWHDWXAY78 | |
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) Description of the financial instrument, type of instrument | Ordinary Shares of 64p each | |
Identification code | GB00BVYB2Q58 | |
b) Nature of the transaction | Sale of shares as described in the offer document published in connection with the Offer from Constellation Automotive Holdings Limited (the "Offer Document") | |
c) Price(s) and volume(s) | Price(s) | Volume(s) |
£4.00 £4.00 £4.00 £4.00 £4.00 £4.00 £4.00 | 58,557 (AF) 1,650,000 (DG) 2,013 (FE) 66,713 (CW) 57,382 (SJ) 89,931 (JC) 18,331 (JH) | |
d) Aggregated information - Aggregated volume - Price | Not applicable, single transactions. | |
e) Date of the transaction | All - 11 May 2022 | |
f) Place of the transaction | London Stock Exchange (XLON) | |
Unless the context requires otherwise, words and expressions defined in the Offer Document shall have the same meanings in this announcement.
The person responsible for arranging the release of this announcement on behalf of the Company is Stephen Jones, the Company Secretary of the Company.
For further information and enquiries please contact:
Marshall Motor Holdings plc | c/o Hudson Sandler |
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Daksh Gupta, Group Chief Executive | Tel: +44 (0) 20 7796 4133 |
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Richard Blumberger, Chief Financial Officer |
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Investec Bank plc (Financial Adviser, NOMAD & Broker) | Tel: +44 (0) 20 7597 5970 |
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Christopher Baird |
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David Anderson Ben Farrow |
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Hudson Sandler | Tel: +44 (0) 20 7796 4133 |
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Nick Lyon |
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Bertie Berger Nick Moore |
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Notes to Editors
About Marshall Motor Holdings plc (www.mmhplc.com)
The Group's principal activities are the sale and repair of new and used vehicles. The Group's businesses have a total of 162 franchises covering 26 brands, across 37 counties in England and Wales. In addition, the Group operates nine trade parts specialists, two used car centres, five standalone body shops and one pre delivery inspection centre.
In April 2022 the Group was once again recognised by the Great Place to Work Institute, being ranked the 11th best place to work in the UK (super large company category). This was the twelfth year in succession that the Group has achieved Great Place to Work status.
LEI number: 213800BP3HZWHDWXAY78