Convertible Bond Pricing

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")

£112.5 million Convertible Bond Pricing

Related party transactions

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, announces the pricing of the offering (the "Offering") of its £112.5 million senior, unsecured convertible bonds due 2020 (the "Bonds").

The net proceeds of the Offering are intended to be used 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.

Market Tech's board of directors believes that such highly strategic property acquisitions will enhance the footprint of the Company in the Camden Market estate, and create further value for shareholders, while the acquisition of Glispa will provide a valuable add-on to the overall e-commerce strategy.

Charles Butler, Chief Executive Officer, said:

"We are delighted with the success of the Offering, allowing us to continue funding the growth of the Company via the public markets. Taking advantage of the favourable market conditions, the convertible provides us with a new source of unsecured financing at attractive rates from a new and existing international investor base".

The Bonds, which will have a stated maturity date of 31 March 2020, will be issued at par and will carry a coupon of 2.00% per annum payable semi-annually in arrear. If not previously converted or redeemed, the Bonds will be redeemed on 31 March 2020 at 112.4% of par, reflecting a yield-to-maturity of 4.25% per annum.

The Bonds will be convertible into fully paid ordinary shares of the Company (the "Ordinary Shares"). The initial conversion price is £3.00 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 represent 10.0% of the Company's issued Ordinary 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.

Citwax Investments Limited, the Company's majority shareholder ("Citwax"), will be allocated approximately 13% of the Offering.

Settlement of the Bonds 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 such other internationally recognised, regularly operating, regulated or non-regulated stock exchange or securities market) within three months following the Closing Date.

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

Related party transactions

Citwax's participation in the Offering

As Citwax is a related party, its participation in the Offering is deemed to be a related party transaction pursuant to AIM Rule 13.

Variations of loan facilities with Citwax

It is proposed that the net proceeds from the Offering will be used, in the first instance, to repay the £48 million drawn down for the acquisition of the Interchange Building under the acquisition facility entered into with Citwax on 27 February 2015 (the "Acquisition Facility") and, secondly, to fund the acquisitions of the Camden Wharf and Glispa (such acquisitions being, the "Acquisitions").

It has been agreed that, with effect from the date of repayment of the £48 million to Citwax, the Acquisition Facility shall be amended to provide the Company with the ability to draw down up to £15 million in respect of the Acquisitions and a further £30 million for general acquisition purposes going forward. The other terms of the Acquisition Facility remain unchanged.

In addition to the amendment to the Acquisition Facility, it has been agreed that the existing £60 million working capital facility provided by Citwax shall continue to remain available to the Company following the closing of the Offering. The funds available under the working capital facility have not, to date, been drawn down. 

The directors of the Company consider, having consulted with its nominated adviser, that the terms of Citwax's participation in the Offering and the variations to the loan facilities with Citwax set out above are fair and reasonable insofar as the Company's shareholders are concerned.

- Ends -

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.