Marshall Motor Holdings share price, company news, analysis and interviews

Marshall Motor Holdings plc (LON:MMH), one of the UK’s leading automotive retail groups, has provided the following update regarding the terms of a cash offer to be made by Constellation Automotive Holdings Limited by its wholly-owned subsidiary CAG Vega 2 Limited of 400 pence per share for the entire issued and to be issued share capital of the Company announced on 29 November 2021.

Background

In the Offer Announcement, Constellation stated that it had received an irrevocable undertaking to accept the Offer from the Company’s 64.4% majority shareholder, Marshall of Cambridge (Holdings) Limited.

The Offer is conditional on:

(i)      Bidco having received acceptances carrying more than 50 per cent. of the voting rights of MMH normally exercisable at a general meeting of MMH; and

(ii)      the requisite regulatory approvals from the FCA being obtained. The FCA has up to sixty working days to consider an application for a change of control of MMH. 

Change of control of MMH will not take effect until the above conditions have been satisfied.

Constellation is required to publish an offer document and a form of acceptance accompanying the offer document as soon as practicable and, in any event (save with the consent of the Takeover Panel), within 28 days of 29 November 2021.

Given the above, the Board of MMH is therefore now required under the Takeover Code to consider its position in relation to the Offer and in particular, whether to recommend shareholders accept the Offer.

About Constellation

In the Offer Announcement, Constellation describes itself as “a large integrated used vehicle services group, covering both the UK and continental Europe”. It says it aims to “provide a comprehensive range of services including logistics, customs management, storage, inspection checks, refurbishment, vehicle preparation, finance and pricing data. Through its exchange platforms, it brings together OEMs, leasing companies, fleet operators, retail dealers and buyers to facilitate the efficient transfer of vehicle ownership while protecting value”. Constellation describes itself as “a facilitator and link to the automotive value chain, supporting manufacturers, dealers, finance and leasing companies and the end consumer”.

In the Offer Announcement, Constellation also said that it is “focussed on broadening its offering for both consumers and business partners across the UK and Europe, and the potential acquisition of Marshall continues this strategy”.

Consideration of the Offer

In addition to the financial terms of the Offer, the Board of MMH places significant emphasis on the wider responsibilities of ownership of MMH. These include its history and culture, its relationships with its manufacturer brand partners which have been fundamental to MMH’s success to date, and the important role that MMH plays for other stakeholders, including its employees, customers and suppliers.

The Board of MMH has placed reliance on the information contained in the Offer Announcement and the statements made by Constellation during a meeting between the respective parties last week.  

In particular, the Board of MMH has taken into account statements made by Constellation regarding its intention to work with MMH’s manufacturer brand partners for a long term partnership and for MMH to continue to grow. The Board also notes that Constellation itself has longstanding strategic business relationships with a number of automotive manufacturers in both the UK and Europe.  

In addition, the Board has noted Constellation’s statement that it has no intention to make any changes to the conditions of employment or the balance of the skills and functions of MMH employees or management. The Board also notes the statement made by Constellation in the Offer Announcement that it is looking forward to working with the employees at Marshall to build on their success and progress to date.

The Board has also considered the financial terms of the Offer and whether it reflects an appropriate valuation of MMH and its future prospects.  The Offer price of 400 pence per share in cash values the entire issued and to be issued share capital of MMH at approximately £325 million and represents a premium of approximately:

·    86.6 per cent to the volume-weighted average price per share of 214.3 pence for the twelve month period to 25 November 2021 (the last business day prior to the start of the offer period);

·     168.5 per cent. to the AIM admission price per share of 149 pence on 2 April 2015; and

·    41.3 per cent. to the closing price per share on 25 November 2021 (the last business day prior to the start of the offer period).

The Offer price of 400 pence per share in cash, and taking account 36.49 pence per share of dividends paid to shareholders, represents a total shareholder return of 293 per cent. and an IRR of 20.6 per cent. to MMH’s AIM admission price per share of 149 pence.

Recommendation

The Board, having been so advised by Investec as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing financial advice to the MMH Directors, Investec has taken into account the commercial assessments of the MMH Directors. Investec is providing independent financial advice to the MMH Directors for the purposes of Rule 3 of the Code.

Accordingly, following careful consideration of both the financial terms of the Offer and Constellation’s stated intentions regarding the conduct of the MMH business under Constellation’s ownership, the Board intends to recommend shareholders accept the Offer.

Summary

·             The Board of Constellation Automotive Holdings Limited is pleased to announce the terms of a cash offer pursuant to which its wholly-owned subsidiary CAG Vega 2 Limited shall offer to acquire the entire issued and to be issued share capital of Marshall Motor Holdings plc (LON:MMH).

·             Bidco 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 per cent. of the issued ordinary share capital of Marshall.

·             Under the terms of the Offer, which shall be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document, Marshall Shareholders shall be entitled to receive:

for each Marshall Share 400 pence in cash

·            The Offer values the entire issued and to be issued share capital of the Marshall at approximately £322.9 million and represents a premium of approximately:

·            86.6 per cent. to the volume-weighted average price per share of 214.3 pence for the twelve-month period to 25 November 2021 (being the last Business Day prior to the start of the Offer Period);

·            168.5 per cent. to the AIM admission price per share of 149 pence on 2 April 2015; and

·            41.3 per cent. to the Closing Price per share of 283 pence on 25 November 2021 (being the last Business Day prior to the start of the Offer Period).

·             If any dividend, distribution or other return of value is authorised, declared, made or paid in respect of Marshall Shares on or after the date of this announcement the Offer Price shall be reduced by the amount of any such dividend, distribution or other return of value. In such circumstances, Marshall Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid.

·             Constellation is a large vertically integrated digital used car marketplace in Europe.

·             The Constellation Board is looking forward to working with the team at Marshall to build on their success and progress to date.

·             Bidco confirms that it intends to seek a recommendation from the Marshall Directors for the Offer, which it has so far not sought.

·             As set out in Appendix I, the Offer is conditional on (i) Bidco having received acceptances in respect of Marshall shares which, together with Marshall Shares acquired before or during the Offer, shall result in Bidco carrying more than 50 per cent. of the voting rights of Marshall normally exercisable at a general meeting of Marshall and (ii) the requisite regulatory approvals from the Financial Conduct Authority being obtained. The Offer is subject to the further terms set out in Appendix I.

1          Introduction

The Board of Constellation Automotive Holdings Limited (“Constellation“) is pleased to announce the terms of a cash offer (the “Offer“) pursuant to which its wholly-owned subsidiary CAG Vega 2 Limited (“Bidco“) shall offer to acquire the entire issued and to be issued share capital of Marshall Motor Holdings plc (“Marshall“).

Bidco 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 per cent. of the issued ordinary share capital of Marshall.

2          The Offer

Under the terms of the Offer, which shall be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document, Marshall Shareholders shall be entitled to receive:

for each Marshall Share 400 pence in cash

The Offer values the entire issued and to be issued share capital of the Marshall at approximately £322.9 million and represents a premium of approximately:

·          86.6 per cent. to the volume-weighted average price per share of 214.3 pence for the twelve-month period to 25 November 2021 (being the last Business Day prior to the start of the Offer Period);

·          168.5 per cent. to the AIM admission price per share of 149 pence on 2 April 2015; and

·          41.3 per cent. to the Closing Price per share of 283 pence on 25 November 2021 (being the last Business Day prior to the start of the Offer Period).

If any dividend, distribution or other return of value is authorised, declared, made or paid in respect of Marshall Shares on or after the date of this announcement the Offer Price shall be reduced by the amount of any such dividend, distribution or other return of value. In such circumstances, Marshall Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid.

The Marshall Shares shall be acquired pursuant to the Offer fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the Unconditional Date.

As set out in Appendix I to this announcement and to be set out in the Offer Document, the Offer is conditional on (i) Bidco having received acceptances in respect of Marshall Shares which, together with Marshall Shares acquired before or during the Offer, shall result in Bidco carrying more than 50 per cent. of the voting rights of Marshall normally exercisable at a general meeting of Marshall and (ii) the requisite regulatory approvals from the Financial Conduct Authority being obtained. The Offer is subject to the further terms set out in Appendix I to this announcement and to be set out in the Offer Document and in the Form of Acceptance.

3          Background to and reasons for the Offer

The Constellation Group is focussed on broadening its offering for both consumers and business partners across the UK and Europe, and the potential acquisition of Marshall continues this strategy. In recent years, the Constellation Group has grown its “B2B” auction channels, including a move to online digital platforms, to provide the best choice of vehicles to trade buyers and liquidity and value to trade sellers. It also continues to develop its “C2B” channel, providing consumers with an efficient way to sell their car and making those cars available to trade buyers. It has continued to develop its “B2C” marketplace and associated preparation and logistics infrastructure to provide an efficient channel for trade partners to sell cars on-line to consumers in a number of countries. The Group continues to look to develop, grow and embrace technology to ensure it can operate efficiently and effectively in order to provide the best range of services to its wide base of partners and customers.

4          Irrevocable Undertaking

Bidco 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 per cent. of the issued ordinary share capital of Marshall (the “Irrevocable Undertaking“).

The Irrevocable Undertaking prevents Marshall of Cambridge (Holdings) Limited from selling all or any part of its Marshall Shares and remains binding in the event of a competing offer.

The Irrevocable Undertaking shall lapse and cease to have effect if the Offer lapses or is withdrawn without becoming unconditional, provided that this shall not apply where a new, revised or replacement takeover offer is or has been announced within five business days after any such lapse or withdrawal.

Prior to entry into the Irrevocable Undertaking, Constellation and Marshall of Cambridge (Holdings) Limited had entered into an exclusivity agreement on 23 November 2021 pursuant to which Constellation was granted the exclusive right to negotiate with Marshall of Cambridge until 5.00 pm on 3 December 2021 (the “Exclusivity Agreement“).

5          Information on Bidco and Constellation

The Constellation Group is a large integrated used vehicle services Group, covering both the UK and continental Europe.

The Group aims to provide a comprehensive range of services including logistics, customs management, storage, inspection checks, refurbishment, vehicle preparation, finance and pricing data. Through its exchange platforms, it brings together OEMs, leasing companies, fleet operators, retail dealers and buyers to facilitate the efficient transfer of vehicle ownership while protecting value.

The Constellation Group is a facilitator and link to the automotive value chain, supporting manufacturers, dealers, finance and leasing companies and the end consumer.

Bidco is a wholly-owned indirect subsidiary of Constellation registered in England and Wales which was formed for the purposes of the Offer.

6          Information on Marshall

Marshall Motor Group is the 5th largest motor dealer group in the UK, pro forma for the acquisition of Motorline. Marshall operates 164 franchise dealerships representing 27 different brand partners in 37 different counties across England and Wales. Marshall’s strategy has been to deliver continuing growth in its retail business organically and through acquisitions.

In addition, Marshall operates 10 trade parts specialists, seven used car centres, six standalone body shops and one pre delivery inspection centre.

7          Directors, Management, employees and locations

Following completion of the Offer, Bidco intends to undertake a review of Marshall and its operations (the “Review“), in order to determine how its short and long-term objectives can best be delivered. Bidco expects that the Review will be completed within approximately twelve months from the Unconditional Date. The Review will include:

·          reviewing Marshall’s existing organisational structure, strategy, dealership portfolio, freehold estate, agreements with vehicle manufacturers and distributors, service offerings, markets, customers, and delivery;

·          assessing the opportunities within Marshall’s business to enhance the efficiency of business process and structures; and

·          assessing the potential investment that will support Marshall’s future strategy.

Bidco’s plans for Marshall will be determined by the Review.

The Offer shall not have any material impact on the existing business of Constellation.

Employees and management

Bidco 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. However, Bidco recognises the important contribution of all of Marshall’s employees to what has been achieved by Marshall as a business.

There may be some restructuring required following completion of the Offer. In particular, once Marshall ceases to be a listed company, certain corporate and support functions relating to Marshall’s status as a listed company may potentially require reductions in headcount.

It is expected that, upon completion of the Offer, each non-executive Marshall Director will resign.

Existing rights and pensions

Bidco confirms that, following completion of the Offer, the existing employment rights, including pension rights, of the employees of Marshall shall be fully safeguarded in accordance with applicable law.

Bidco does not intend to make any changes to the existing employer pension contribution arrangements, the accrual of benefits for existing members or the rights of admission of new members, noting that (based on its Annual Report & Accounts 2020), Marshall does not operate a defined benefit pension scheme.

Management incentivisation arrangements

Bidco has not entered into, and has not discussed, any form of incentivisation arrangements with, members of the Marshall management team or other employees.

Headquarters, locations and fixed assets

Bidco has no plans to change the locations of Marshall’s headquarters and headquarter functions, save as set out above in relation to potential reductions in headcount, or places of business or to redeploy the fixed assets of Marshall. These areas will all form part of the Review to establish an optimal approach for the future of Marshall.

Research and development

As far as Bidco is aware, Marshall does not have a research and development function and Bidco has no plans in this regard.

Trading facilities

Marshall is currently admitted to trading on AIM. As set out in paragraph 12, an application will be made to the London Stock Exchange for the cancellation of the admission to trading of Marshall Shares on AIM.

8          Marshall Share Plan

Participants in Marshall’s Share Plan shall be contacted regarding the effect of the Offer on their rights under the Share Plan and appropriate proposals shall be made to such participants in due course. The Offer shall extend to any Marshall Shares which are unconditionally allotted or issued fully paid (or credited as fully paid) as a result of the exercise of existing options and vesting of awards under the Share Plan before the date on which the Offer closes.

If the Offer becomes unconditional, Bidco intends to make appropriate proposals to the holders of awards under the Share Plan to the extent that such awards have not vested and/or been exercised.

9          Financing

Constellation is providing the cash consideration payable under the Offer from its own resources.

Jefferies and Kinmont, joint financial advisers to Constellation and Bidco, are satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Marshall Shareholders under the terms of the Offer.

10        Offer Document

It is expected that the Offer Document and the Form of Acceptance accompanying the Offer Document shall be published as soon as practicable and, in any event, (save with the consent of the Panel) within 28 days of this announcement.

The Offer Document and Form of Acceptance shall be made available to all Marshall Shareholders at no charge to them.

Marshall Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they shall contain important information.

11        Conditions to the Offer

The Offer shall be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document, which include:

·          valid acceptances of the Offer being received in respect of Marshall Shares which, taken together with all other Marshall Shares which Bidco acquires or agrees to acquire (whether pursuant to the Offer or otherwise), carry in aggregate not less than 50 per cent. of the voting rights then exercisable at a general meeting of Marshall, as set out in paragraph 1.1 of Appendix I to this announcement;

·          the requisite regulatory approvals from the Financial Conduct Authority being obtained as set out in paragraph 1.2 of Appendix I to this announcement.

12        Compulsory acquisition, de-listing and re-registration

If Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Marshall Shares to which the Offer relates and assuming that the Acceptance Condition has been satisfied or waived (if capable of being waived), Bidco intends to apply the provisions of Chapter 3 of Part 28 of the Act to acquire compulsorily any Marshall Shares not acquired or agreed to be acquired by or on behalf of Bidco pursuant to the Offer or otherwise on the same terms as the Offer.

After the Offer becomes or is declared unconditional and if Bidco has, 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 Marshall (or the appropriate special resolutions are otherwise passed), it is intended that Bidco shall procure that Marshall makes an application to the 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 of Marshall Shares on AIM shall take effect no earlier than 20 Business Days after such application is made.

Bidco shall notify Marshall Shareholders when the required 75 per cent. has been attained and confirm that the notice period has commenced and the anticipated date of cancellation.

Following the Offer becoming or being declared unconditional and the Marshall Shares having been de-listed, Bidco intends to procure that Marshall shall be re-registered as a private company.

Such cancellation and re-registration shall significantly reduce the liquidity and marketability of any Marshall Shares in respect of which the Offer has not been accepted at that time and their value may be affected as a consequence. Any remaining Marshall Shareholders would become minority shareholders in a privately controlled limited company and may be unable to sell their Marshall Shares and there can be no certainty that any dividends or other distributions shall be made by Marshall, or that the Marshall Shareholders shall again be offered as much for the Marshall Shares held by them as under the Offer.

13        Dividends

If, on or after the date of this announcement and on or prior to the Unconditional Date, any dividend, distribution, or other return of value is declared, made or paid, or becomes payable by Marshall, the Offer Price shall be reduced by the amount of any such dividend, distribution, or other return of value. In such circumstances, Marshall Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.

14        Disclosure of Interests in Marshall

Save in respect of the Irrevocable Undertaking, as at the close of business on 26 November 2021 (being the last practicable date prior to the date of this announcement) neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Code) with it has neither (i) any interest in or right to subscribe for any relevant securities of Marshall; nor (ii) any short positions in respect of relevant Marshall Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, nor (iii) any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code, in relation to Marshall Shares or in relation to any securities convertible into Marshall Shares; nor (iv) borrowed or lent any relevant Marshall Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code), save for any borrowed shares which had been either on-lent or sold.

‘Interests in securities’ for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person shall be treated as having an ‘interest’ by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, all relevant details in respect of Bidco’s concert parties shall be included in the Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code.

15        General

The Offer shall be made subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. Certain terms used in this announcement are defined in Appendix III to this announcement.

16      Documents available on website

Copies of the following documents shall be made available on Constellation’s website at www.constellationautomotive.com until the end of the Offer:

·             the Irrevocable Undertaking; and

·             the Exclusivity Agreement.

APPENDIX I
CONDITIONS TO AND FURTHER TERMS OF THE OFFER

1          Conditions to the Offer

The Offer is conditional upon satisfaction of the following Conditions:

1.1      valid acceptances of the Offer having been received (and not validly withdrawn in accordance with the rules and requirements of the Code and the terms of the Offer) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such other time(s) and/or date(s) as Bidco may specify, subject to the rules of the Code and, where applicable, with the consent of the Panel) in respect of such number of Marshall Shares which, together with Marshall Shares acquired, or agreed to be acquired, by Bidco and any person acting in concert with Bidco before or during the Offer Period (whether pursuant to the Offer or otherwise) will result in Bidco and any person acting in concert with it holding Marshall Shares carrying, in aggregate, more than 50 per cent. of the voting rights then exercisable at a general meeting of Marshall (the “Acceptance Condition“); provided that unless the Panel consents otherwise this Acceptance Condition shall only be capable of being satisfied when the other Condition below has been satisfied or waived.

For the purposes of this Acceptance Condition:

(i)         Marshall Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise shall be deemed to carry the voting rights they shall carry upon issue;

(ii)        valid acceptances shall be deemed to have been received in respect of Marshall Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by Bidco whether by virtue of acceptance of the Offer or otherwise; and

(iii)       all percentages of voting rights and share capital are to be calculated by reference to the percentage held and in issue excluding any and all shares held in treasury by Marshall from time to time.

1.2      the FCA:

1.2.1          giving notice for the purposes of section 189(4) of FSMA that it has determined to approve the acquisition of or increase in control of each of the Group Regulated Entities by Constellation and any other person who will acquire such control as a result of the Offer (the “Proposed Controllers“), which:

(i)         is unconditional in all respects; or

(ii)        if given on any terms which may reasonably be expected to have a material adverse impact on the Constellation Group whether in terms of its actual or prospective financial or regulatory capital position, the manner in which it conduct its operations, the ownership of the Constellation Group or otherwise, is on terms satisfactory to Constellation, acting reasonably; or

1.2.2          being treated, by virtue of section 189(6) of FSMA, as having approved the acquisition of or increase in control of each of the Group Regulated Entities by the Proposed Controllers as a result of the Offer.

For the purposes of this paragraph 1.2, references to FSMA are read, where applicable, with the Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/774) (as amended from time to time).

2          Certain further terms of the Offer

2.1      The Offer shall be subject to the satisfaction (or waiver, if permitted) of the Conditions set out in Part 1 of this Appendix I and to the full terms and conditions which shall be set out in the Offer Document and the Form of Acceptance.

2.2      The Offer shall lapse unless the above Conditions have been fulfilled or, where permitted, waived or, where appropriate, have been determined by Bidco to be or remain satisfied, by midnight (London time) on the earlier of the Unconditional Date and the Long-stop Date (subject to the rules of the Code and, where applicable, the consent of the Panel).

2.3      Under Rule 13.5(a) of the Code and subject to paragraph 2.4, Bidco may only invoke a Condition so as to cause the Offer not to proceed, to lapse, or to be withdrawn with the consent of the Panel. The Panel shall normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Offer. This shall be judged by reference to the facts of each case at the time that the relevant circumstances arise.

2.4      The Acceptance Condition is not subject to Rule 13.5(a) of the Code.

2.5      Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.

2.6      Save as may otherwise be required by the Panel, the Offer shall not proceed, shall lapse or shall be withdrawn on the Long-stop Date if:

(a)          sufficient acceptances have not been received so as to enable the Acceptance Condition to be satisfied; or

(b)         where sufficient acceptances have been received so as to enable the Acceptance Condition to be satisfied, with the consent of the Panel, if a Condition relating to an official authorisation or regulatory clearance has not been satisfied or waived and the Panel consents to the Offer not proceeding, lapsing or being withdrawn.

2.7      The Marshall Shares acquired under the Offer shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, on or after the Unconditional Date.

2.8      If, on or after the date of this announcement and on or prior to the Unconditional Date, any dividend, distribution or other return of value is declared, paid or made or becomes payable by Marshall on or prior to the Unconditional Date, Bidco reserves the right to reduce the consideration payable under the Offer to reflect the aggregate amount of such dividend, distribution or other return of value. In such circumstances, Marshall Shareholders shall be entitled to retain any such dividend, distribution or other return of value declared, made, or paid.

If and to the extent that any such dividend, distribution or other return of value has been declared, paid, or made or becomes payable by Marshall prior to the Unconditional Date and Bidco exercises its rights under this paragraph 2.8 to reduce the consideration payable under the terms of the Offer, any reference in this announcement to the consideration payable under the terms of the Offer shall be deemed to be a reference to the consideration as so reduced.

If and to the extent that such a dividend, distribution or other return of value has been declared or announced but not paid or is not payable by reference to a record date on or prior to the Unconditional Date and is or shall be (i) transferred pursuant to the Offer on a basis which entitles Bidco to receive the dividend, distribution or other return of value and to retain it; or (ii) cancelled, the consideration payable under the terms of the Offer shall not be subject to change in accordance with this paragraph 2.8.

Bidco also reserves the right to reduce the consideration payable under the Offer in respect of a Marshall Share in such circumstances as are, and by such amount as is, permitted by the Panel.

Any exercise by Bidco of its rights referred to in this paragraph 2.8 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer.

2.9      If the Offer lapses, the Offer shall cease to be capable of further acceptance and accepting Marshall Shareholders and Bidco shall cease to be bound by Forms of Acceptance submitted at or before the time when the Offer so lapses.

2.10    The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

2.11     The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction and shall not be capable of acceptance by any such use, means, instrumentality or facility or from within such Restricted Jurisdiction (unless otherwise determined by Bidco) and the Offer cannot be accepted by any such use, means or instrumentality or otherwise from any Restricted Jurisdiction.

2.12    The Offer is governed by the law of England and Wales and is subject to the jurisdiction of the courts of England and Wales and to the Conditions and further terms set out in this Appendix I, and which shall be set out in the formal Offer Document (and, in the case of certificated Marshall Shares, the Form of Acceptance), and such further terms as may be required to comply with the City Code and applicable law. The Offer shall be subject to the applicable requirements of the City Code, the AIM Rules, the Panel, the London Stock Exchange and the Financial Conduct Authority.

APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION

(i)       As 26 November 2021 (being the latest practicable date prior to publication of this announcement), there were 78,232,237 Marshall Shares in issue. The International Securities Identification Number for Marshall Shares is GB00BVYB2Q58.

(ii)      Any references to the issued and to be issued share capital of Marshall are based on:

·      the 78,232,237 Marshall Shares referred to in paragraph (i) above; and

·      an estimated 2,503,821 Marshall Shares which may be issued on or after the date of this announcement to satisfy the exercise of options or vesting of awards pursuant to the Marshall Share Plan.

(iii)     The value of the Offer based on the Offer Price of 400 pence per Marshall Share is calculated on the basis of the issued and to be issued share capital of Marshall (as set out in paragraph (ii) above).

(iv)     The estimate number of Marshall Shares which may be issued on or after the date of this announcement to satisfy the exercise of options or vesting of awards pursuant to the Marshall Share Plan is sourced from:

·      2,926,659 awards outstanding as set out in Marshall’s Annual Report & Accounts 2020, less

·      1,222,450 awards exercised as set out in Marshall’s Interim Report & Accounts 2021 (for the six months ended 30 June), plus

·      799,612 awards granted as announced by Marshall on 8 September 2021.

(v)      The Closing Prices on 25 November 2021 are taken from the AIM appendix to the Daily Official List.

(vi)     Unless otherwise stated, the information relating to Marshall is extracted from:

·      www.mmhplc.com/about/what-we-do

·      Automotive Management – June 2021

·      Announcement by Marshall on 14 October 2021 relating to the acquisition of Motorline Holdings Limited

Marshall Motor Holdings Plc (LON:MMH), one of the UK’s leading automotive retail groups, announced today the strategic acquisition of the entire issued share capital of Motorline Holdings Limited (including all of its subsidiaries), for a cash consideration of £64.5m funded from the Group’s existing cash resources. The net assets on acquisition include c.£20m of cash and c.£10m of debt.

The Group has also separately acquired a related freehold property for £2.9m and has the option to acquire two additional strategic freehold properties for £24.9m.

Motorline is a leading multi-franchise dealer group headquartered in Canterbury and operating across Kent, West Sussex, Surrey, Berkshire, Bristol, South Wales and the West Midlands. It represents ten brands through 48 operating franchises including Toyota, Lexus, Hyundai, Volkswagen, Audi, ŠKODA, Nissan, Peugeot, and Maserati. In addition, it operates four Volkswagen Group Trade Parts Specialist (TPS) businesses and five used car centres.

Motorline’s consolidated revenues for the year ending 31 December 2020 were £695.2m with profit before tax of £6.1m (which included a one-off profit on the disposal of freehold property and other one-off items of in aggregate c£4.0m).  Motorline’s consolidated shareholder funds at completion are c.£30m, including c.£20m of cash and c.£10m of debt.

Strategic Rationale Overview

·     The Acquisition is in line with the Group’s strategy which includes growing scale with its chosen brand partners; annual revenues expected to exceed £3bn.

·      Scaled entry to the Toyota and Lexus brands – Motorline is the second largest retail partner for Toyota and Lexus in the UK with 19 franchises; Toyota/Lexus is the largest vehicle manufacturer globally with a passenger car market share of approximately 7.2% in the UK.

·     Scaled entry to the Hyundai brand – Motorline is the joint second largest Hyundai retail partner in the UK with seven franchises. Hyundai is the third largest vehicle manufacturer globally with a UK market share of approximately 4.0%.

·    Further strengthens the Group’s position in terms of scale and depth of relationship with Volkswagen Group through new locations with the Volkswagen, Audi and ŠKODA brands in attractive territories, together with additional Volkswagen Group TPS locations.

·     Addition of seven further Nissan franchises, making the Group the fourth largest Nissan retail partner in the UK with ten franchises.

·      Addition of four further Peugeot franchises, making the Group the joint second largest Peugeot retail partner in the UK with seven franchises.

·    Addition of new brands increases the Group’s brand coverage to 85.4%, enabling synergies for used vehicle remarketing and fleet sales.

·      Extends the Group’s geographic footprint into a further eight counties with the Group now having representation in 37 counties in England and Wales, further strengthening the Group’s used car proposition.

·       Acquisition fully supported by all brand partners, both new and existing.

Financial Benefits Overview

·     Earnings enhancing from first full year of ownership with significant potential for further improvement in financial and operating performance.

·       Internal rate of return materially in excess of the Group’s weighted average cost of capital.

·       Well invested property portfolio; no material capital expenditure in the short to medium term.

·       Option to acquire two additional strategic freehold properties.

·      Funded from the Group’s existing cash resources; the Group remains in an adjusted net cash* position post-Acquisition (pre exercise of property options).

* adjusted net cash/debt excludes the impact of IFRS16 Leases

Daksh Gupta, Marshall Motor Holdings Group Chief Executive, commented:

“We are delighted to announce the acquisition of Motorline in line with our strategy which includes growing both further scale with existing brand partners and developing scaled relationships with selected new brand partners.  

Motorline is an extremely well-respected, long-standing business. The Obee family have overseen a significant expansion of the business in recent years and have invested in a market-leading property portfolio.

The acquisition has been funded from existing cash resources and is expected to generate attractive financial returns for our Group.

We are delighted to begin new and significant partnerships with Toyota/Lexus and Hyundai. These brands, with a combined market share in the UK of over 11%, have been a target for the Group for some time and the acquisition of Motorline provides immediate scale with each of them. I would like to thank each of them for supporting this acquisition and very much look forward to working with them over the coming years to develop a mutually successful partnership. 

I would also like to take the opportunity to thank our existing brand partners for their continued support for the further growth and development of the Group for which we are extremely grateful.

Finally, and most importantly, I would like to welcome our 1,500 new Motorline colleagues to the Group. I look forward to meeting you soon and to working with you over the coming years.”

About Motorline

Founded in 1972, Motorline is a leading family-owned, multi-franchise dealer group headquartered in Canterbury and operating across Kent, West Sussex, Surrey, Berkshire, Bristol, South Wales and the West Midlands. 

Motorline employs c.1,500 colleagues and represents ten brands through 48 operating franchises including:

·      Toyota (13 sites)

·      Toyota Commercial Vehicles (1 site)

·      Hyundai (7 sites)

·      Nissan (7 sites)

·      Lexus (5 sites)

·      Peugeot (4 sites)

·      Volkswagen (4 sites)

·      Audi (3 sites)

·      ŠKODA (3 sites)

·      Maserati (1 site).

In addition, it operates four Volkswagen Group TPS businesses and five used car centres.

Motorline is the second largest Toyota and Lexus partner in the UK and has represented Toyota for over 45 years.

Financial Overview of Motorline

The consolidated statutory accounts for Motorline for the year ended 31 December 2020 showed revenue of £695.2m. This was a 3.1% decline versus 2019 reported revenue of £717.8m, driven by the impact of COVID lockdowns. 2020 profit before tax was £6.1m which included a one-off profit on the disposal of freehold property and other one-off items of in aggregate c.£4.0m, as well as the benefit of Government support such as CJRS.

Net assets at completion are c.£30m, including c.£20m of cash and c.£10m of debt.

2021 trading to date has been strong, benefiting from the same industry tailwinds as previously reported by the Group.

Strategic Rationale

Growing scale with its chosen brand partners is a key part of the Group’s overall strategy. Scale facilitates our ongoing investment in new technologies, increases the efficiency of our business model by spreading costs, enables an expansion of our consumer proposition, both digital and physical, as well as providing greater consumer choice as a result of increased stock availability, particularly in used cars.  As previously stated, the automotive sector is undergoing a period of significant change and we believe that scale, both in its own right but also importantly with the right brand partners, will increasingly be an important factor to the success of automotive retailers.

As the Group has grown over recent years, so has the depth of its relationships with manufacturer partners. These strong and deepening relationships will help to ensure the Group remains a relevant and important part of manufacturers’ future retail and aftersales strategies.

The Group therefore identified Motorline for acquisition for a number of reasons aligned to its strategy:

·    A well respected dealer group with well-invested facilities but with scope for operational and financial improvements: Motorline has been owned by the Obee family for 50 years and has grown to become a significant Top 20 dealer group with strong brand partner relationships and well-invested facilities. Whilst Motorline’s performance has been good, there is significant further potential to leverage the enlarged group’s scale and maximise its operational and financial performance as part of the wider Marshall business.

·     Scaled entry into the Toyota and Lexus brands: Toyota/Lexus is the largest vehicle manufacturer globally and with a market share of approximately 7.2% in the UK. Motorline is the second largest representative for Toyota and Lexus in the UK and the Acquisition therefore enables immediate, meaningful scale across 19 franchises with these brands in excellent territories.

·   Scaled entry into Hyundai brand:  the Acquisition provides scaled entry to the Hyundai brand with seven franchises, again in excellent territories and making the Group the joint second largest Hyundai retail partner in the UK.

·      Further strengthens relationship with Volkswagen Group: the addition of three Audi, four Volkswagen and three ŠKODA franchises, together with four TPS businesses, further strengthens the Group’s relationship with Volkswagen Group and cements its position as a major partner for Volkswagen Group in the UK.

·      Growth with Nissan: the addition of seven further Nissan franchises makes the Group the fourth largest Nissan retail partner in the UK with 10 franchises.

·      Growth with Peugeot: the addition of four further Peugeot franchises makes the Group the joint second largest Peugeot retail partner in the UK with seven franchises.

·      New and attractive geographical territories: Motorline operates in attractive territories, a number of which are new territories for the Group, including in Kent, West Sussex, Bristol, South Wales and the West Midlands. The Group now operates in 37 counties in England and Wales covering a significant proportion of the population and providing a strong platform for future used car growth.

·       Manufacturer support: the Acquisition is fully supported by all relevant manufacturers, both those whom the Group currently represents and those it does not, including in particular, Toyota, Lexus and Hyundai.

The table below shows the current and resultant number of sites for the Group following the Acquisition:

Franchised Dealerships
Brand	MMH	Motorline	Enlarged group
Audi	9	3	12
BMW	4	–	4
Ford	2	–	2
Ford Commercial	2	–	2
Honda	7	–	7
Hyundai	–	7	7
Jaguar	7	–	7
Kia	2	–	2
Land Rover	9	–	9
LEVC	1	–	1
Lexus	–	5	5
Maserati	–	1	1
Mercedes-Benz	9	–	9
Mercedes-Benz Commercial	4	–	4
MINI	4	–	4
Nissan	3	7	10
Peugeot	3	4	7
SEAT	4	–	4
ŠKODA	12	3	15
smart	2	–	2
Toyota	–	13	13
Toyota Commercial	–	1	1
Vauxhall	2	–	2
Volkswagen	15	4	19
Volkswagen Commercial	6	–	6
Volvo	9	–	9
Total	116	48	164
Other Standalone Operations
TPS	6	4	10
Used car centres	2	5	7
Body shops	6	–	6
PDI centre	1	–	1
Total	131	57	188

Following the Acquisition, the Group now operates a total of 164 franchises covering 27 brands, across 37 counties in England and Wales. In addition, the Group operates 10 trade parts specialists, seven used car centres, six standalone body shops and one pre delivery inspection centre.

The Group does not expect to make any material changes to its portfolio as a result of the Acquisition but will continue to review its portfolio on an ongoing basis to ensure appropriate representation and maximisation of opportunities. The Group’s strategy is to continue to grow scale with selected brand partners.  However, it will only do so where it makes strategic and financial sense for its shareholders whilst maintaining its strong balance sheet.

Acquisition Terms

The Group has acquired the entire issued share capital of Motorline from Glen Obee, Thomas Obee, Sarah Obee and Anne Obee (Sellers) for a cash consideration of £64.5m, funded from the Group’s existing cash resources. In addition, the Group has acquired the freehold property occupied by Motorline’s Canterbury ŠKODA dealership for £2.9m from GGT Estates Limited (GGTE), a property company controlled by the Sellers. 

The Group has also been granted options (Property Options) to acquire from GGTE the strategic freeholds of the Tunbridge Wells Audi dealership for £12.1m and the newly constructed Bristol Toyota/Lexus dealership for £12.8m.  The Property Options may be exercised by the Group within 6 months and 18 months respectively of the Acquisition and it is currently expected that the Group will exercise these options in due course. Pending exercise of the Property Options, these properties will be occupied under lease from GGTE.

Finally, 14 other properties occupied by Motorline are leased from GGTE. New leases have been negotiated and put in place between Motorline and GGTE on arm’s length commercial terms.

A retention amount of £1.3m will be held for a period of one year from completion of the Acquisition from which the Group may set off any successful warranty and/or indemnity claims it has against the Sellers.

Financing

The Acquisition has been funded from the Group’s existing cash resources following strong cash generation over the past 18 months.

At completion, the Group assumed c.£10m of Motorline debt and acquired c.£20m of Motorline cash. The Group remains in an adjusted net cash* position post-Acquisition (pre-exercise of the Property Options).

Financial Guidance Items

·      Return on investment materially in excess of the Group’s weighted average cost of capital.

·     Earnings enhancing from first full year: 2022 profit before tax expected to be impacted by well documented supply constraints​; profit before tax increases in 2023 and achieves normalised levels from 2024/2025​.

·     Integration programme to deliver optimal profitability from 2024/2025​. Integration planning well underway; non-underlying integration costs of c.£10.0m over two years.

·       Acquisition fees of approximately £1.3m plus stamp duty of approximately £1.0m in 2021​.

·       ​Underlying effective tax rate expected to remain at c.21-22% (subject to any changes in the prevailing tax rates).

·      Enlarged Group’s ongoing capital expenditure (including maintenance expenditure) expected to increase by only c.£2.5m​ per year, reflecting the well-invested nature of Motorline’s properties.

·       Option to purchase two further strategic freehold properties for £24.9m.

·       Initial fair value estimates to be included in the Group’s 2021 full year results​.

·      Limited net debt expected at 31 December 2021 even if Property Options are exercised before then; the Group’s balance sheet remains strong.

Marshall Motor Holdings Plc, (LON:MMH) one of the UK’s leading automotive retail groups, provided the following trading update and announces a further increase to its full year expectations for 2021.

In August 2021, the Group announced its expectation that full year profits for the year ending 31 December 2021 would be not less than £40 million.  It also noted the uncertainties for H2 2021 and beyond surrounding well-documented vehicle supply issues, an expected realignment of used vehicle values (the timing of which was uncertain) and the continuing impact of the COVID-19 pandemic.

New vehicle supply constraints caused by the global shortage of semi-conductors have deteriorated throughout August and the important plate-change month of September and are expected to continue through 2022. Whilst consumer demand and order-take has remained strong, delivery times for new vehicles have been significantly extended. As a result, on 5 October 2021, the SMMT reported that new car registrations in September were down 34.4% from the same period last year, bringing new car registrations for Q3 2021 down 31.1% compared to growth of 5.9% in the year-to-date.

Despite a significant number of the Group’s key brands being more impacted by new vehicle supply constraints, pleasingly, the Group continued its track-record of outperforming the wider new car market in September.  In Q3 2021, the Group’s like-for-like new vehicle unit sales outperformed the wider new vehicle market by 13.0% and have outperformed the wider new vehicle market in the year-to-date by 11.6%. The Group has benefited from exceptionally strong new car margins as a result of supply shortages which has offset the impact of reduced volumes.

The used car market has continued to benefit from previously reported exceptional market tailwinds as a result of new car supply shortages and so the impact of any downward price realignment in Q4 2021 is not anticipated to be significant. In Q3 2021, used vehicle values rose by an average of 12.7%*. This was the seventh month of consecutive growth in used vehicle values and over this period, used vehicle values have appreciated by 26.3%*; an unprecedented position.

Marshall Motor Holdings has capitalised on these tailwinds, continuing its investment in used vehicle procurement, pricing utilising technology and real-time market data, improved online product presentation and marketing the marshall.co.uk brand through advertising and sponsorship initiatives. This focus, together with market tailwinds, resulted in an exceptionally strong margin performance in used cars in Q3 2021, more than offsetting a decline in volumes as a consequence of used vehicle supply shortages.

Whilst there remains continued uncertainty over vehicle supply and the timing of a realignment to more usual market conditions, given the continuation of favourable market conditions and the Group’s strong operational performance throughout Q3 2021, the Board now expects that continuing underlying profit before tax for 2021 will be not less than £50m. This figure is after the commitment to repay all CJRS and non-essential retail sector grants received for this financial year.