MMH.L Regulatory News (MMH)

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

FOR IMMEDIATE RELEASE

16 May 2022

RECOMMENDED CASH OFFER

for

Marshall Motor Holdings plc

("MMH" or the "Company")

by

CAG Vega 2 Limited

a wholly-owned subsidiary of

Constellation Automotive Holdings Limited

("Constellation")

Proposed cancellation of admission to trading on AIM

1. Update on Offer

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.

On 11 May 2022, Constellation announced that the Offer had become unconditional in all respects.

As at 8.13am on 11 May 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.

2. Cancellation of admission to trading on AIM and re-registration

Bidco set out in the Offer Document its intention to procure MMH to apply for the cancellation of admission to trading on AIM of MMH Shares should the Offer become or be declared unconditional and if Bidco had, by virtue of its shareholdings (and the shareholdings of its wholly-owned subsidiaries) and acceptances of the Offer, acquired or agreed to acquire issued share capital carrying 75 per cent. or more of the voting rights of MMH. Accordingly, Bidco has procured that MMH make the application to cancel the admission to trading of MMH Shares on AIM and pursuant to AIM Rule 41, MMH announces that the cancellation notice period has now commenced and cancellation is expected to take effect from 7.00 am on 15 June 2022.

As soon as reasonably practicable after the cancellation of trading occurs, it is intended that MMH will be re-registered as a private limited company under the relevant provisions of the Act.

Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.

3. Compulsory Acquisition

As Bidco has acquired or received acceptances in respect of 90 per cent. or more of the MMH Shares to which the Offer relates, Bidco has announced that it will exercise its rights in accordance with Chapter 3 of Part 28 of the Act to acquire the remaining MMH Shares on a compulsory basis on the same terms as the Offer.

Bidco will shortly despatch formal compulsory acquisition notices under Sections 979 and 980 of the Act (the "Compulsory Acquisition Notices") to MMH 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 MMH 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 MMH Shares held by those MMH 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 MMH Shareholders will be entitled will be held by MMH as trustee on behalf of those MMH Shareholders who have not accepted the Offer.

4. Continuation of the Offer and action to be taken

As announced on 11 May 2022, 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.

Forms of Acceptance not yet returned should be completed and returned in accordance with the instructions set out in the Offer Document and in the Form of Acceptance so as to be received as soon as possible.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Offer Document.

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:

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

Important Notices

Investec Bank is authorised by the Prudential Regulation Authority and regulated in the UK by the Prudential Regulation Authority and the Financial Conduct Authority. Investec Bank is acting for MMH and no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this document) as a client in relation to the matters referred to in this document and will not be responsible to anyone other than MMH for providing the protections afforded to Investec Bank's clients, nor for providing advice in connection with any other matter, transaction or arrangement referred to herein.