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.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

26 November 2021

For immediate release

Marshall Motor Holdings PLC

("MMH" or the "Company")

Response to speculation

The Board of Marshall Motor Holdings plc, one of the UK's leading automotive retail groups, has just been made aware by The Takeover Panel of speculation regarding the Company.

MMH confirms that Marshall of Cambridge (Holdings) Limited ("MCH"), MMH's largest shareholder owning approximately 64.4 per cent. of the Company's ordinary share capital, has informed the Board, following a strategic review of MCH's business interests, that it is considering a possible sale of its entire shareholding in the Company.

The Company has not taken any action to contact any potential offerors but it has received a request from Constellation Automotive Group that should a sale process be commenced, it be given the opportunity to participate.

There can be no certainty that any formal offer for MMH will be forthcoming, nor as to the terms of any such formal offer.

Rule 2.6(a) of the Code requires Constellation Automotive Group by not later than 5.00 p.m. on 24 December 2021 (the "relevant deadline") being 28 days after this announcement date, to either announce a firm intention to make an offer for MMH in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The relevant deadline will only be extended with the consent of The Takeover Panel (the "Panel") in accordance with Rule 2.6(c) of the Code.

A further announcement will be made as and when appropriate.

This announcement has been made without the prior consent of Constellation Automotive Group.

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:

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, MMH confirms that, as at the close of business on 25 November 2021, its issued share capital comprised 78,232,237 ordinary shares of 64 pence each. The International Securities Identification Number for these securities is GB00BVYB2Q58.

Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available free of charge on the MMH website: http://www.mmhplc.com promptly following its publication and in any event by no later than 12 noon on the following business day. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Other

Investec Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to MMH and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than MMH for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

This announcement is for information purposes only. It does not constitute an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. 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.