BCA Marketplace Plc - Statement Regarding a Possible Offer

The Board of BCA is aware of media speculation in relation to the Company and confirms that it is in advanced discussions with TDR Capital LLP regarding a possible all cash offer for the Company (the "Possible Offer").

The Board of BCA has received a proposal from investment funds managed by TDR Capital LLP ("TDR") to acquire the entire issued share capital of BCA at a price of 243 pence per share in cash (the "Possible Offer Price"). The Possible Offer Price values the entire issued share capital of BCA (excluding treasury shares) at approximately £1,906 million and represents a premium of approximately:

·                  29.5% to the volume-weighted average price of 187.7 pence per share for the 1 month ended 19 June 2019 (being the last trading day prior to this announcement); and

·                  25% to BCA's closing share price of 195 pence per share on 19 June 2019 (being the last trading day prior to this announcement).

As referred to below, BCA intends in its preliminary results announcement to also announce, subject to shareholder approval at the Company's AGM, a final dividend of 6.65 pence per share (the "Final Dividend") payable to BCA shareholders on the register on a date to be confirmed on or around 20 September 2019 (the "Dividend Record Date"). If the Dividend Record Date occurs prior to the date on which the Possible Offer becomes or is declared unconditional in all respects or otherwise becomes effective (the "Effective Date"), or any other dividend, distribution or other return of value is declared, made or paid by BCA to BCA shareholders on or after the date of this announcement and prior to the Effective Date, the TDR proposal indicates that the Possible Offer Price will be reduced by the amount of the Final Dividend and/or any such other dividend, distribution or other return of value (as the case may be). In such circumstances, the TDR proposal indicates that BCA shareholders would be entitled to retain any such dividend, distribution or other return of value declared, made or paid.

Talks with TDR are at an advanced stage. Having considered the proposal carefully together with its advisers, the Board of BCA confirms that should TDR or an entity controlled by TDR announce a firm intention to make an offer pursuant to Rule 2.7 of the Code on these terms, the Board of BCA intends to recommend unanimously that BCA's shareholders accept the offer.     

A further announcement will be made in due course.