Grant of Options

26 February 2016

Market Tech Holdings Limited

("Market Tech" or the "Company")

Grant of Options

The Board of Market Tech, the holding company that combines approximately 15 acres of iconic London real estate assets, including the main Camden Markets, with digital capabilities to deliver a living, working, retail and leisure space, announces the grant of options to subscribe for a total of 1,551,757 new ordinary shares of 10 pence each in the Company (the "Options") to certain persons discharging managerial responsibilities ("PDMRs") and other employees under the Company's Long Term Incentive Plan.

The Options issued to the PDMRs are detailed below:

Following the grant of the Options the total number of options outstanding to subscribe for new ordinary shares in the Company will be 1,814,257[1], representing 0.39% of the Company's current issued share capital.

The Options granted to PDMRs have an exercise price of £1 on each occasion of exercise and are subject to certain performance conditions which apply to (i) 100% of each award to Charles Butler and Andrew Bull and (ii) 60% of each award to Georg Bucher and Caroline Grange (in each case referred to as "Performance Award"). Details of these performance conditions are set out below. All Options granted to employees who are not PDMRs have an exercise price of £1.88 pence per share and vest over a three year period.

The performance conditions attaching to the Options granted to PDMRs are based on the achievement of performance metrics measured as follows: 40% of each Performance Award will be subject to performance conditions based on growth in net asset value per share ("NAV Growth") in respect of the period from 1 April 2015 to 31 March 2018 ("Measurement Period"), with 100% of this part of the Performance Award vesting for NAV Growth of 40% or more; 30% of each Performance Award will be subject to performance conditions based on the relative total shareholder return ("TSR") for the Company and the TSR for companies within a bespoke group of FTSE 350 real estate companies in respect of the Measurement Period, with 100% of this part of the Performance Award vesting if the Company's TSR performance exceeds the index TSR by 4.5% per annum or more; 10% of each Performance Award will be based on performance conditions relating to certain real estate development milestones; 10% of each Performance Award will be based on performance conditions relating to growth in the e-commerce business of the Group; and 10% of each Performance Award will be based on performance conditions relating to the success of the roll-out of the e-commerce platform to the Group's tenants. The Options will vest, to the extent that the relevant performance conditions have been satisfied, on the date following 31 March 2018 on which the extent to which the relevant performance conditions have been satisfied is determined.

Nothing in this announcement is to be regarded as any forecast of the Company's future performance.

This announcement relates to the notification of transactions in accordance with DTR 3.1.2R and is given in fulfillment of the obligation under DTR 3.1.4R.

[1] Excludes options granted to Charles Butler in December 2014 with a value equal to £1million.

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