Convertible Bond Offering

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

Market Tech Holdings Limited

("Market Tech" or "the Company")

Convertible Bond Offering

Market Tech Holdings Limited (AIM: MKT), the holding company that combines iconic real estate assets with an e-commerce business and owns and manages the main Camden Markets in Central London, today announces the launch of an offering (the "Offering") of £112.5 million of senior, unsecured convertible bonds due 2020 (the "Bonds").

The Company intends to use the net proceeds from the Offering to fund, directly or indirectly, the recently announced real-estate acquisitions of The Interchange Building and Camden Wharf and the e-commerce acquisition of Glispa.

The Bonds, which will have a stated maturity date of 31 March 2020, will be issued at par and are expected to carry a coupon of 2.0% per annum payable semi-annually in arrear. If not previously converted or redeemed, the Bonds will be redeemed on the fifth anniversary of the Closing Date (as defined below) at 109.5 - 112.4% of par, reflecting a yield-to-maturity of 3.75 - 4.25% per annum.

The Company will have the option to call any outstanding Bonds on or after the 21st day after the third anniversary of the Closing Date at their accreted principal amount plus accrued interest, if (i) the value of the Ordinary Shares (as defined below) underlying a Bond equals or exceeds 130% of the accreted principal amount for at least 20 out of 30 consecutive dealing days or (ii) conversion rights have been exercised and/or purchases (and corresponding cancellations) and/or redemptions have been effected in respect of 85% or more in aggregate principal amount of the Bonds issued.

Bondholders will have the option to redeem the Bonds on the third anniversary of the Closing Date at their accreted principal amount plus accrued interest.

The Bonds will be convertible into fully paid ordinary shares of the Company (the "Ordinary Shares"). The initial conversion price is expected to be set at £3.00 per Ordinary Share, representing a premium of approximately 16.5% to the closing price of the Ordinary Shares on the London Stock Exchange on 23rd March 2015. The conversion price will be subject to customary adjustments pursuant to the terms and conditions of the Bonds.

The Ordinary Shares underlying the Bonds will represent 10.0% of the Company's issued share capital immediately prior to the Offering. Under the terms of the Bonds, the Company will have the right to elect to settle any conversion entirely in shares, cash or a combination of shares and cash.

The final terms of the Bonds are expected to be announced today and settlement is expected to take place on or about 31 March 2015 (the "Closing Date").

Application is expected to be made to admit the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange (or another internationally recognised, regularly operating, regulated or non-regulated stock exchange or securities market) within three months following the Closing Date.

Citwax Investments Limited, the Company's majority shareholder, has indicated an interest in subscribing for up to 30% of the Offering.

UBS Investment Bank is acting as Sole Global Coordinator. UBS Investment Bank, Joh. Berenberg, Gossler & Co. KG and Jefferies International Limited are acting as Joint Bookrunners. Barak Capital Underwriting Limited and Shore Capital Stockbrokers Limited are acting as Co-Bookrunners.

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Enquiries

About Market Tech

Market Tech combines the iconic Camden Market real estate assets with an e-commerce business operated through an online platform called market.com. Its real estate assets business is focused on retail, leisure and entertainment. The Company owns approximately 11 acres of real estate assets in Camden, including the Stables Market; Union Street Market, (also known as Buck Street Market); Camden Lock Market; and Hawley Wharf, (also known as Camden Lock Village). The Company also owns separate real estate assets on Camden High Street; Kentish Town Road; properties on Jamestown Road, (including the Camden Wharf Building); and The Interchange Building on Oval Road.

www.market-tech.com

DISCLAIMER

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.

The information contained in this announcement does not constitute an offering to the public in Israel and no purchase or undertaking to purchase can be made pursuant to this announcement. Any offering of Bonds that may be conducted in Israel will be to investors listed in the First Supplement of the Israel Securities Law of 1968 purchasing for their own account and for distribution and resale purposes.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form part of an offer to sell securities or the solicitation of any offer to subscribe for or otherwise buy any securities to any person in the United States, Australia, Canada, Japan, South Africa or in any other jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered in the United States under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, absent registration or exemption from registration under the US Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the securities in the United States, Australia, Canada, Japan or South Africa.

This communication is directed only at qualified investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who are persons falling within Article 49(2)(a) to (e) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

The Bookrunners are acting exclusively on behalf of the Company and no one else in connection with the Offering and will not be responsible to any other person for providing the protections afforded to clients of the Bookrunners or for providing advice in relation to the Offering, the Bonds or any other transaction, matter or arrangement referred to in this announcement.

Each of the Company, the Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bonds. The value of the Bonds can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Bonds for the person concerned.

In connection with the Offering, the Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Company or related investments in connection with the Bonds or the Company or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Bookrunner and any of their respective affiliates acting as investors for their own accounts. The Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.