Proposed Acquisition of the BCA Group

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

26 March 2015

Haversham Holdings plc

Proposed Acquisition of the BCA Group, Placing of new Ordinary Shares, Change of Name and move to the standard listing segment of the Official List

The Board of Haversham announces that it has reached agreement on the terms of a transaction to acquire the BCA Group of companies which owns and operates Europe's largest used vehicle marketplace.

HIGHLIGHTS

· Haversham proposes:

§ the acquisition of BCA, funded by a placing of new Ordinary Shares and a new debt facility

§ moving the Company's listing to the standard listing segment of the Official List

§ the Company being re-named BCA Marketplace plc

· Placing of 685.7 million New Ordinary Shares at 150 pence per Haversham share to raise £1,028.5 million (before expenses)

· The transaction values BCA at approximately £1.2 billion on a debt-free, cash-free basis

§ cash consideration funded from the proceeds of the Placing and new £200 million term loan facility

§ share consideration of £104.3 million satisfied by the issue of 69.5 million New Ordinary Shares

· Net debt on Completion is expected to be approximately £126.8 million

· Market capitalisation £1,170 million at the Placing Price

· Progressive dividend policy targeting pay-out ratio of 75% of adjusted net income

· The Company intends to move to the premium listing segment of the Official List in due course

Avril Palmer-Baunack, Executive Chairman of Haversham said:

"The acquisition of BCA represents an important strategic step for Haversham into the automotive sector. BCA is a market-leading business with a unique position in the used vehicle marketplace. Haversham's management team sees exciting growth opportunities in the changing European used vehicle market and plans to refresh BCA's strategy to enhance its strong growth record. We would like to thank our existing and new shareholders for their strong support and look forward to working with the management team at BCA to create long-term value."

Enquiries

Square1 Consulting (PR advisers) +44 (0)20 7929 5599

David Bick, Mark Longson

Cenkos Securities plc (Nominated adviser, joint financial adviser and joint broker) +44 (0)20 7397 8900

Ian Soanes, Liz Bowman

Zeus Capital Limited (joint broker) +44 (0)20 7533 7727

John Goold, Nick Cowles, Mike Allen

Merrill Lynch International (joint financial adviser for the Acquisition and debt financing)

Philip Noblet, Justin Anstee, John Arbuckle +44 (0)20 7995 2551

Disclaimer

Cenkos Securities plc ("Cenkos") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively for Haversham Holdings plc in connection with the Proposals and for no one else and will not be responsible to anyone other than Haversham Holdings plc for providing the protections afforded to their clients or for providing advice in relation to this announcement or any matters referred to herein.

Zeus Capital Limited ("Zeus Capital") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively for Haversham Holdings plc in connection with the Proposals and for no one else and will not be responsible to anyone other than Haversham Holdings plc for providing the protections afforded to their clients or for providing advice in relation to this announcement or any matters referred to herein.

Merrill Lynch International, a subsidiary of Bank of America Corporation, ("Bank of America Merrill Lynch"), is acting exclusively for Haversham Holdings plc in connection with the Acquisition and for no one else and will not be responsible to anyone other than Haversham Holdings plc for providing the protections afforded to their clients or for providing advice in relation to this announcement or any matters referred to herein.

This announcement is an advertisement and not a prospectus and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, the Republic of South Africa, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Investors should not purchase or subscribe for any new Ordinary Shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") expected to be published by the Company today in connection with the proposed Placing and the admission of the Enlarged Share Capital to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. The Prospectus will be available at the registered office of the Company and at the offices of Berwin Leighton Paisner LLP at Adelaide House, London Bridge, London EC4R 9HA.  The Prospectus will also be submitted to the National Storage Mechanism and will be available for inspection

In any EEA Member State that has implemented Directive 2003/71/EC (together with any implementing measures in any Member State ("the Prospectus Directive") other than the United Kingdom) this announcement is only addressed to and directed at persons in such member states who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons 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 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

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, fairness or completeness.

This announcement may contain "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, targets, proposed acquisitions and objectives are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from results and performance expressed in, or implied by, these statements. These factors include but are not limited to those described in the Admission Document to be issued by the Company in due course.

The information given in this announcement and the forward-looking statements speak only as at the date of this announcement. The Company and each of Cenkos, Zeus Capital and Bank of America Merrill Lynch (the "Banks") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Listing Rules, the Prospectus Rules or other applicable laws, regulations or rules.

The Ordinary Shares have not, nor will they be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. The Ordinary Shares may not be offered or sold directly or indirectly in or into the United States unless registered under the US Securities Act or offered in a transaction exempt from or not subject to the registration requirements of the US Securities Act or subject to certain exceptions, into Australia, Canada, the Republic of South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan. 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.

No representation or warranty, express or implied, is made by the Banks as to the contents of this announcement, or for the omission of any material from this announcement. the Banks have not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by the Banks for the accuracy of any information or opinions contained in this document or for the omission of any information from this announcement.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

Haversham Holdings plc

Proposed Acquisition of the BCA Group, Placing of new Ordinary Shares, Change of Name and move to the standard listing segment of the Official List

1. INTRODUCTION

The Board of Haversham has reached agreement on the terms of a transaction to acquire the BCA Group of companies which owns and operates Europe's largest used vehicle marketplace. The Company proposes to acquire the BCA Group for cash and share consideration at a value of approximately £1,231 million on a debt-free, cash-free basis. The cash consideration will be funded from the proceeds of the Placing and a new £200 million term loan and the share consideration will be satisfied by the issue of the Consideration Shares.

The Directors regard the BCA Group as a high quality business with strong foundations and excellent prospects. They consider that the changes currently taking place in the European used vehicle marketplace present attractive opportunities for growth which they can work with the management of BCA to exploit for the benefit of Shareholders.

Subject to the satisfaction or, where appropriate, waiver of the Conditions, it is expected that the Proposals will become effective on or about 2 April 2015.

In order to part finance the Acquisition the Company is undertaking a Placing to raise £1,028.5 million (before expenses) by the issue and placing of 685.7 million Placing Shares at 150 pence per share.

Owing to its size, the Acquisition is classified as a reverse takeover under the AIM Rules for Companies and the Acquisition and the Placing require the approval of Shareholders. Accordingly, the General Meeting has been convened on short notice for 5.00 p.m. on 27 March 2015 at Adelaide House, London Bridge, London EC4R 9HA. The Circular describing the Proposals will be sent to Shareholders today.

The Company's Ordinary Shares are currently suspended from trading on AIM pending publication of the Prospectus, which is expected to be published today.

2. BACKGROUND TO AND REASONS FOR THE ACQUISITION

The Company was formed with the objective of creating significant value for Shareholders through a properly executed, acquisition-led growth strategy. At the time of the Company's admission to trading on AIM the Directors stated the Company's intention to invest in businesses or companies conducting their activities wholly or mainly in the UK and Europe in the automotive, support services, leasing, engineering or manufacturing sectors. Following the completion of any acquisitions, the Directors will work in conjunction with incumbent management teams to develop and deliver a strategy for performance improvement and/or acquisition-led strategic and operational enhancements.

The proposed Acquisition is consistent with the Company's investing strategy and will take the Company into a market in which the Board has extensive experience and which it considers to have excellent prospects.

The BCA Group owns and operates Europe's largest used vehicle marketplace, providing vehicle remarketing and/or vehicle buying services across 12 countries in Europe. The Directors consider that this provides the BCA Group with an extremely robust position in a market with considerable barriers to entry which will grow strongly in the coming few years, as recent growth in new car sales translates into increased volumes of used car transactions. Furthermore, the Directors expect changes in the European automotive market, in particular trends towards consumers purchasing cars on PCPs, to drive greater volume through the auction channel, increasing demand for the BCA Group's services. The Company's management team has considerable experience and extensive relationships within the European automotive market and believes that it will complement the existing BCA management team, creating an enlarged team capable of taking full advantage of the opportunities that they expect will be created by the changes in the marketplace.

The Directors consider the BCA Group to be a very well-managed, high quality business providing an essential liquidity function to buyers and sellers of vehicles in its chosen markets. They believe that the strength of this position, coupled with its ability to capture a significant part of the growth that the Directors expect the auction market in Europe to experience, makes it a very attractive acquisition opportunity for the Company.

3. INFORMATION ON THE ENLARGED GROUP

3.1. Information on BCA

The BCA Group owns and operates Europe's largest used vehicle marketplace, both in terms of the number of vehicles sold and revenue, as well as the UK's market-leading provider of vehicle buying services. Together, this allows the BCA Group to provide an efficient and effective mechanism to facilitate the exchange of used vehicles that matches the complex requirements of both vendors (sellers) and buyers of used vehicles who participate in the Exchange. The BCA Group's business is operated through two divisions: the Vehicle Remarketing Division and the Vehicle Buying Division.

The Vehicle Remarketing Division: As the operator of Europe's largest used vehicle marketplace, the Vehicle Remarketing Division facilitates the exchange of used vehicles between vendors and buyers through both physical and online auctions across 12 countries in Europe, as well as through a joint venture in Brazil. Trading under the BCA brand name, the Vehicle Remarketing Division operates in 55 locations across its geographic footprint through which, together with its online auction platforms, it sold 831 thousand, 852 thousand, 909 thousand and 510 thousand vehicles in 2011, 2012 and 2013, and in the six months ended 30 June 2014, respectively.

The Vehicle Remarketing Division generally does not take title to the vehicles that it sells, instead generating revenue through transaction fees, as well as fees generated through a suite of value-added digital and physical pre- and post-auction services, such as inspection, logistics, appraisal, repair, valet and buyer finance services. In 2013 and the six months ended 30 June 2014, the Vehicle Remarketing Division accounted for 100% of the vehicles sold through the BCA Group, and generated £293.5 million and £165.6 million of revenue and £61.7 million and £36.4 million of Adjusted EBITDA, respectively.

The Vehicle Buying Division: The BCA Group operates its Vehicle Buying Division through WeBuyAnyCar.com ("WBAC"), which it acquired in August 2013. Leveraging its proprietary online pricing quotation system and rapid physical sale process, WBAC purchases used vehicles direct from the public in the UK and the Netherlands, which it then disposes exclusively through the Vehicle Remarketing Division. The Vehicle Buying Division operated in 197 locations as of 31 December 2014, and in 2013 and the six months ended 30 June 2014, accounted for 110 thousand and 79 thousand, respectively, of the vehicles sold by the Vehicle Remarketing Division in the UK.

The Vehicle Buying Division generates revenue from the sale through the Vehicle Remarketing Division of vehicles purchased from members of the public. In 2013 (from 16 August 2013, the date of WBAC's acquisition by the BCA Group) and in the six months ended 30 June 2014, the Vehicle Buying Division contributed £148.8 million and £292.8 million of revenue respectively and £3.3 million and £8.7 million of Adjusted EBITDA, respectively.

In addition to its two divisions, for segmental reporting purposes the BCA Group also incurs certain central costs. These include the costs of the BCA Group's executive board and other central costs where allocation to the two divisions is deemed to be impractical. In the year ended 31 December 2013, and in the six months ended 30 June 2014, such central costs were £2.5 million and £1.7 million, respectively.

In the year ended 31 December 2013, and in the six months ended 30 June 2014, the BCA Group's revenue was £442.3 million and £458.4 million and its Adjusted EBITDA was £62.5 million and £43.4 million, respectively.

3.2. Strategy

The Enlarged Group will seek to maintain and strengthen its position as the operator of Europe's largest used vehicle marketplace. To achieve this goal, the Enlarged Group will focus on achieving volume growth, increasing the range and penetration of its value-added services and improving efficiency. The Enlarged Group will have the following key strategic priorities:

3.2.1. Auction volumes

The Enlarged Group intends to capitalise on market growth drivers to increase volumes brought to the Exchange, both in existing and new markets. The Directors believe that growth in the volumes of vehicles brought to used vehicle exchanges is expected to be primarily a result of new vehicle sales trends, fleet rebuilding cycles, rapid growth in PCP usage amongst consumers and increasing appetite from consumers to use vehicle buying services-supported by improving macroeconomic conditions. By utilising its scale and market leading positions across its European markets, the Enlarged Group can take advantage of these trends and further strengthen its market leadership.

In continental European markets where the used vehicle exchange market is relatively underpenetrated (compared to more developed markets such as the UK or US), the Enlarged Group intends to enhance and grow its business by driving an increased use of vehicle exchanges, including both physical and online auctions. The Enlarged Group's scalable, cross-border enabled, business model focused on delivering a platform that is highly attractive to both vendors and buyers, should increase supply and demand volumes and the Directors believe that this will allow the Enlarged Group to be the main beneficiary of the increased penetration of vehicle exchanges in these markets. Cross-border buyers are already a growing share of the BCA Group's buyer base, representing 8.4%, 8.7% and 9.0% of the BCA Group's buyers in the years ended 31 December 2011, 2012 and 2013, respectively. The Enlarged Group will seek to increase the usage by vendors and buyers of the Exchange in underpenetrated regions through the Enlarged Group's unique service offerings of MarketPrice and Fleet Control Monitor, together with other value-added services, including buyer financing. The roll-out of WBAC is also expected to be a significant driver of volume in these regions.

The Enlarged Group also expects over the longer term to grow its market share in other markets in which it is currently not present or does not have a significant presence, including through the deployment of new locations for the Vehicle Remarketing Division and selective acquisitions and/or joint ventures.

3.2.2. Value-added services

The BCA Group launched buyer finance services in the UK in January 2014. Buyer finance services provide buyers with financing to purchase vehicles on the Exchange, with limited credit risk to the Enlarged Group. The Directors believe the service represents a significant growth opportunity, fuelling the Exchange by driving both higher volumes and transaction values which enhances the BCA Group's virtuous stock/liquidity cycle, whilst also being a meaningful profit stream in itself.

The strategy for the development and penetration of buyer finance services is based on leveraging the BCA Group's existing networks and dealer relationships to build scale efficiently and effectively. During the pilot phase completed in 2014, an initial group of dealers was approached to participate in the buyer finance programme, of which 288 had been approved for financing by 31 December 2014. The back office systems to support the product became fully operational in the second half of 2014, with approximately 14 full-time employees initially forming the marketing and customer acquisition teams. The strategy for roll-out to increase the adoption of buyer finance will initially be focused in the UK. Legal analysis has started to facilitate the expansion of the offering to selected European regions, notably France, Germany and the Netherlands.

The Enlarged Group intends to continue to develop both its digital and physical service offerings to retain and grow the customer base and deliver enhanced revenues for the Enlarged Group. By increasing the penetration of value-added services over time, it has a compounding effect of fuelling the Exchange by driving supply and buyer demand, as the comprehensive end-to-end solutions significantly enhance user stickiness. The delivery of additional physical and digital services also generates new revenue or increases bundle fees, which increases the average revenue per vehicle sold through the Exchange. To supplement and accelerate the Enlarged Group's value-added services strategy, the Enlarged Group will review acquisition opportunities to secure both physical and digital services to leverage proven or niche technologies that would potentially aid the entrenchment of customer loyalty and further drive revenue.

3.2.3. Efficiencies

The Board aims to focus on operational efficiencies as the business grows, with a view to increasing margins by growing revenues without a commensurate increase in operating costs.

4. ENLARGED GROUP MANAGEMENT AND GOVERNANCE

4.1. Board of Directors

With effect from Completion, the Enlarged Group will be led by a management team comprising the existing directors of the Company, Avril Palmer-Baunack, who will be Executive Chairman, and James Corsellis and Mark Brangstrup Watts who will become non-executive directors on Completion.

It is also proposed that Spencer Lock, who has been with the BCA Group as Managing Director of UK operations since November 2012, will join the Enlarged Group Board as Group Managing Director upon Completion. Spencer Lock has comprehensive experience within the motor industry spanning consumer finance, distribution and retail.

The Enlarged Group Board will be supported by an experienced team of advisers and senior managers.

4.2. Advisers

Jon Olsen, who joined the BCA Group in 1991 and became Chief Executive Officer in May 2003, intends to step down from BCA's board of directors on Completion having led the BCA Group for almost 12 years.

Simon Hosking, who joined the BCA Group in 1998 as UK Finance Director and became Chief Financial Officer in 2003, also intends to step down from the board of directors of BCA upon Completion.

4.3. Senior Managers

Robert Hazelwood, UK Commercial Director, joined the BCA Group in September 2014 as UK Commercial Director after 9 years with Volkswagen Group UK. Robert has worked in the automotive industry for over 32 years and has extensive retail and distribution experience. Previously, Robert held a number of senior positions at the Inchcape Group.

Tim Lampert, Strategic Performance Director, joined Haversham in January 2015. Tim is a Fellow of the Associated of Chartered Certified Accounts (FCCA). He joined Autologic in 1997 to support the financial requirement of the company's IPO and subsequently held various roles within the group including Finance, Logistics, Projects and Managing Director roles. During this time he was involved in a number of acquisitions, disposals and ultimately the sale of the business to the Stobart Group.

Noel McKee, CEO of webuyanycar.com, joined the BCA Group on its acquisition of WBAC in 2013. He co-founded WBAC in 2006 after identifying a gap in the market for a third disposal route for consumers as an alternative to private sale or part exchange. Prior to launching WBAC, Noel had acquired the family business "UK Car Group", together with his brother, in a private equity backed management buy-out in 1998 and ultimately sold the business management in early 2014. Since joining the BCA Group, Noel has overseen the expansion of the BCA Vehicle Buying Division.

D'Vidis Jacobs, Group Corporate Development Director, joined the BCA Group in February 2009 as Online Director to spearhead the development and building of the BCA Group's online remarketing platforms and integrated services. D'Vidis was appointed to the role of Commercial Director in 2011 and in 2013, he became Group Corporate Development Director, with the responsibility for the BCA Group's growth across new markets and business sectors. D'Vidis has an ACMA qualification and has worked in South Africa for Allied Electronics and in the UK for Gamestec Leisure, Caudwell Group (Phones 4U) and Bain & Company.

Jean-Roch Piat, Regional Managing Director for Europe, joined the BCA Group in 2007 as Managing Director of the French operation, and was appointed Regional Managing Director for Southern Europe in 2014. Since 2015, he has taken responsibility for the Netherlands, Denmark and Sweden. Jean-Roch began his career in 1987 as a strategy consultant with Bain & Company in Germany. In 1991, he joined Mazda in Switzerland and undertook his first turnaround assignment in 1997 as the General Manager of Mazda Switzerland. In 2001, Jean-Roch was tasked with restructuring Sumitomo Corporation's network of car dealerships in France.

Richard Boult, Group Finance Director, joined BCA as Group Finance Director in June 2014 and is responsible for the finance functions of the group, including its financial management and external reporting. He has a degree in Computer Science from Cambridge University and qualified as a Chartered Accountant with PwC in London. Prior to joining BCA, Richard held a number of senior finance roles at both group finance and regional levels in major listed companies including, Wolseley plc, Darty plc, 21st Century Fox and Inchcape plc.

Matthias Quadflieg, Managing Director for Germany and Central Europe, joined the BCA Group in 2013 as Managing Director for Germany and Central Europe. He has senior management experience at large organisations and fast moving companies within the service industry and digital sector. Matthias has a Ph.D. in Management Philosophy and graduated in Business Administration and Economics at the University of Cologne. He held various positions within the WWP Group, Wunderman Worldwide, ELIXA Group, Adconion Media Group and at AOL Germany.

Duncan Gray, Chief Information Officer, joined the BCA Group as Chief Information Officer in January 2012. Duncan has extensive experience in the retail and hospitality sectors within both corporate and private equity backed organisations, and a track record in aligning IT demand to business demand and forging stronger links with his internal and external customers. Prior to joining the BCA Group, Duncan held senior IT management positions at Selfridges Group, House of Fraser and Pizza Hut.

4.4. Corporate Governance - UK Corporate Governance Code

The Board is committed to the highest standards of corporate governance. In due course and in any event prior to admission to the premium segment of the Official List the Board intends to comply fully with the UK Corporate Governance Code. It has not been possible, prior to completion of the Acquisition, to bring the Group into full compliance. Upon and following Admission, the Board complies and intends to continue to comply with the requirements of the UK Corporate Governance Code, save that: Avril Palmer-Baunack holds the position of Executive Chairman; the Board does not have any independent non-executive directors; and the Board's committees will not, at the outset, have three independent non-executive directors.

The Company will report to its Shareholders on its compliance with the UK Corporate Governance Code in accordance with the Listing Rules on an ongoing basis. The UK Corporate Governance Code recommends that at least half the board of directors of a UK-listed company, excluding the chairman, should comprise non-executive directors determined by the Board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director's judgement. As of the date of this Prospectus, the Board consists of three Executive Directors. The Board is in the process of recruiting independent, non-executive members.

As prescribed by the UK Corporate Governance Code, the Board has established three committees: an Audit and Risk Committee, a Nomination Committee and a Remuneration Committee. If the need should arise, the Board may set up additional committees as appropriate. Pending the appointment of independent non-executive directors, the members of these committees will be James Corsellis and Mark Brangstrup Watts.

The Company will look to appoint independent non-executive directors as soon as possible.

5. THE TERMS OF THE ACQUISITION AND THE PLACING

5.1. The Acquisition

Pursuant to the Acquisition Agreement, the Company has conditionally agreed to acquire 100% of the shares and 100% of the preferred equity certificates issued by BCA.

In view of the size of the Acquisition in relation to the Company, the Acquisition constitutes a reverse takeover under the AIM Rules for Companies.

The Acquisition Agreement is conditional, among other things, on the passing of the Resolution, the Placing Agreement becoming unconditional in accordance with its terms and not having been terminated and on Admission. If the Acquisition Agreement is terminated or does not become unconditional by 17 April 2015, the Acquisition and Admission will not proceed.

The transaction values BCA on a debt-free, cash-free basis at approximately £1,231 million. In aggregate, reflecting the net cash position of the Company at Completion, the payment under the Acquisition Agreement is expected to be approximately £1,269 million.

The aggregate consideration payable under the Acquisition Agreement is £815.5 million, and is to be satisfied as to £711.2 million, in cash and as to £104.3 million by the issue of the Consideration Shares at the Placing Price. The aggregate amount payable to BCA's lenders is £453.2 million in cash. The Acquisition Agreement includes customary warranties from all of the Sellers as to title and capacity. The agreement also includes a locked box mechanism and customary warranties and indemnities from the Sellers in relation to any leakage to the Sellers (or their related parties) in the period from 1 January 2015 until the Acquisition Agreement completes.

Certain of those Sellers who receive Consideration Shares will, upon Admission, enter into lock-in deeds in respect of those Consideration Shares with Cenkos and the Company pursuant to which they agree not, without the prior written consent of Cenkos and the Company, to dispose of directly or indirectly any legal or beneficial interest in any Ordinary Shares for a period of 3 months from Admission (in the case of CDR Osprey (Cayman) Limited) and 12 months from Admission (in the case of the other Sellers), except in certain limited circumstances. The Sellers (other than CDR Osprey (Cayman) Limited) have , for a further period of 6 months undertaken not to dispose of Ordinary Shares other than through Cenkos in accordance with its requirement for an orderly market..

As a result of the issue of the Consideration Shares, additional reinvestment by certain managers and investment of £1.0 million by Avril Palmer-Baunack, the Enlarged Group's management team is expected to hold 5.2 % of the Enlarged Share Capital on Admission.

Under the Acquisition Agreement, certain of the Sellers who are currently employees of the BCA Group have agreed (subject to certain exceptions) not to compete with the Group and not to solicit its customers, suppliers and employees for periods of up to two years after Completion.

In connection with the Acquisition Agreement, certain senior employees of the BCA Group have provided warranties in relation to the Company pursuant to separate warranty deeds. The aggregate liability of each of the warrantors under the warranty deed is limited by reference to an individual cap.

5.2. The Placing

In order to finance the Acquisition, the Company is undertaking a placing of new Ordinary Shares at 150 pence per share to raise gross proceeds of £1,028.5 million by the issue to Placees of 685.7 million Placing Shares. The Placing Shares have been conditionally placed with Placees by Cenkos and Zeus Capital.

The Net Proceeds of the Placing (after commission and expenses of the Placing of approximately £23.0 million), which are estimated to be £1,005.5 million, will be used to fund the cash element of the consideration for the Acquisition and to repay part of the outstanding debt of the BCA Group. As the allotment and issue of the Placing Shares would exceed the Directors' existing authorities to allot Ordinary Shares for cash on a non pre-emptive basis, the General Meeting is being convened to seek Shareholders' approval to grant new authorities to enable the Directors to complete the Placing.

The Placing is therefore conditional (among other things) on the passing of the Resolution by Shareholders at the General Meeting. The Acquisition is conditional on the allotment of the Placing Shares upon completion of the Placing. Should Shareholder approval of the Resolutions not be obtained at the General Meeting, neither the Acquisition nor the Placing will proceed.

If issued, the Placing Shares together with the Existing Ordinary Shares and the Consideration Shares are expected to be admitted to the standard listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities at 8.00 a.m. on 2 April 2015.

6. DEBT FINANCING

On 26 March 2015, the Company entered into the New Facilities Agreement with HSBC Bank Plc conditional on Admission. Certain members of the Group will accede as borrowers and/or guarantors thereunder. The total commitments being made available under the New Facilities Agreement are £300 million. The facilities will be comprised of a £200 million term loan facility and a £100 million revolving facility for the purposes of refinancing certain existing indebtedness of BCA Group and the general corporate and working capital purposes of the Enlarged Group (respectively). The New Facilities Agreement is scheduled to mature five years after the date of Admission.

The borrowings under the New Facilities Agreement will bear interest at the aggregate of (i) the applicable margin and (ii) LIBOR or, in relation to any loan in Euro, EURIBOR. The applicable margin is subject to a leverage ratchet and accordingly ranges from 1.50% to 2.50% (although these rates are subject to potential flexibility in connection with the syndication of the New Facilities Agreement of up to 0.5% above each of these rates). The borrowings under the New Facilities Agreement will be secured and guaranteed.

Immediately following Admission, the Enlarged Group will use the drawings under the New Facilities Agreement, together with part of the proceeds of the Placing to repay existing indebtedness under the BCA Group's Existing Senior Facilities Agreement (and cancel the loan facilities thereunder).

The Enlarged Group's net debt is expected to be approximately £126.8 million on Completion.

7. REASONS FOR THE PLACING AND USE OF PROCEEDS

The Net Proceeds of the Placing of approximately £1,005.5 million will be used by the Company to fund the cash element of the consideration for the Acquisition (£711.2 million) and to repay part of the outstanding debt of the BCA Group (£294.3 million). The Company will use the drawings under a New Facilities Agreement with HSBC Bank Plc to repay the balance of the outstanding debt of the BCA Group (£158.9 million) and for general working capital purposes.

The Directors believe that the Acquisition and Admission will:

· provide the Enlarged Group with a supportive group of investors and the potential to access additional capital for growth;

· provide the Enlarged Group's new shareholders with an attractive investment with the potential to create value;

· enhance the profile of the Enlarged Group in international markets; and

· assist in the incentivisation and retention of key management and employees.

8. EFFECT OF THE ACQUISITION AND THE PLACING

8.1. Financial effects

The Placing is expected to raise £1,028.5 million (before expenses) to fund part of the consideration for the Acquisition. The expenses associated with the Placing and other aspects of the Proposals respectively are expected to be approximately £23.0 million and £36.7 million.

8.2. Proportionate shareholdings and holdings of principal Shareholders

8.2.1. General

If the Acquisition and the Placing are completed, the existing share capital of the Company will represent approximately 3.2% of the Enlarged Share Capital, the Placing Shares will represent approximately 87.9% of the Enlarged Share Capital and the Consideration Shares will represent approximately 8.9% of the Enlarged Share Capital.

8.2.2. New Ordinary Shares

The New Ordinary Shares to be issued pursuant to the Placing will be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares in issue including the right to receive all future dividends or other distributions declared, made or paid after the date of issue.

It is expected that the Existing Ordinary Shares and the New Ordinary Shares will be admitted to listing on the standard segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange, and dealings in such shares will commence on 2 April 2015. The New Ordinary Shares will be issued in registered form and will be capable of being held in certificated or uncertificated form. Pending the issue of definitive certificates in respect of the New Ordinary Shares, transfers will be certified against the register.

9. CURRENT TRADING OF THE ENLARGED GROUP

9.1. Trading

Since 30 June 2014, the BCA Group has continued to trade in line with management expectations and has continued to grow volumes, revenues and Adjusted EBITDA broadly in line with recent trends.

For the year ended 31 December 2014, the BCA Group expects to report revenues of approximately £886 million (comprising Vehicle Remarketing Division revenues of £330 million and Vehicle Buying Division revenues of £556 million) and Adjusted EBITDA of no less than £80 million (comprising Vehicle Remarketing Division Adjusted EBITDA of £70 million, Vehicle Buying Division Adjusted EBITDA of £14 million, less central costs of £4 million). In 2014, 999 thousand vehicles were sold through the Vehicle Remarketing Division and 143 thousand vehicles through the Vehicle Buying Division.

The BCA Group's expected Adjusted EBITDA for the 12 months ended 31 December 2014 is stated after adjusting operating profit to exclude depreciation and amortisation of approximately £11 million and significant and non-recurring items of approximately £47 million, principally comprising onerous lease provisions of approximately £20 million and aborted IPO costs, including management incentives, of approximately £13 million.

This profit estimate has been based upon the financial information for the six months to 30 June 2014, which is included in Section C of Part 2 of the Circular and the management accounts of the BCA Group for the six months ended 31 December 2014. The profit estimate has been prepared using the accounting policies adopted by the BCA Group, which is consistent with the accounting policies of the Company. Since the profit estimate has not been audited, the actual results reported may be affected by revisions required due to changes in circumstances, the impact of unforeseen events and different judgements made by the Directors at the time of reporting the audited results for the financial year ended 31 December 2014. Adjusted EBITDA is calculated by adjusting operating profit for the year to exclude depreciation and amortisation, restructuring costs, losses on disposal or closure of businesses, provisions for onerous leases, acquisition and integration costs, aborted IPO and business sale related costs (including management incentives and LTIP awards), management fees to private equity investors, losses incurred in the first year of setting up new businesses and impairments of property, plant and equipment.

9.2. Net Assets

As at 30 June 2014, the BCA Group had net liabilities of £69.2 million. Unaudited pro forma financial information on the Enlarged Group as at 31 December 2014 has been prepared to illustrate the effect of the Acquisition and the Placing had the Acquisition and the Placing occurred on 31 December 2014. The statement shows pro forma net assets for the Enlarged Group of £1,096.6 million.

10. CHANGE OF NAME

Conditional on the passing of the Resolution, the Company will change its name to BCA Marketplace plc.

11. DIVIDEND POLICY

The Board intends to adopt a progressive dividend policy for the Company to reflect its strong earnings potential and cash flow characteristics, while allowing it to retain sufficient capital to fund ongoing operating requirements and to invest in the Company's long-term growth plans. From Admission onwards, the Company intends, subject to available distributable profits, to pay annual dividends based on a targeted dividend pay-out ratio of 75% of adjusted net income.

12. CAPITAL REDUCTION

Following Admission, it is intended that the Company will implement the Capital Reduction to create distributable reserves in the Company with the intention of facilitating the payment of dividends to Shareholders.

In addition to the approval by the Shareholders of the Resolution, the Capital Reduction requires the approval of the Court. Accordingly, following approval of the Capital Reduction by Shareholders, an application will be made to the Court in order to confirm and approve the Capital Reduction.

In seeking the Court's approval of the Capital Reduction, the Court is likely to require protection for the creditors (including contingent creditors) of the Company whose debts remain outstanding on the relevant date, except in the case of creditors which have consented to the Capital Reduction. Any such creditor protection may include seeking the consent of the Company's creditors to the Capital Reduction or the provision by the Company to the Court of an undertaking to deposit a sum of money into a blocked account created for the purpose of discharging the non-consenting creditors of the Company.

13. MOVE FROM AIM TO THE OFFICIAL LIST

Application has been made to the FCA for all the Ordinary Shares to be listed on the standard listing segment of the Official List and application has been made to the London Stock Exchange for all the Existing Ordinary Shares and New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.

Upon Admission, the Company will cancel the trading on AIM of its Existing Ordinary Shares and the standard listing on the Official List will become the Company's only listing. It is expected that there will be a period of approximately three trading days between shareholder approval of the Resolution and cancellation of trading on AIM.

The Circular summarises the main differences between the regulatory framework of a standard listing and admission to trading on AIM.

It is expected that Admission will become effective and that dealings in the Ordinary Shares will commence on the Main Market for listed securities of the London Stock Exchange at 8.00 a.m. (London time) on or around 2 April 2015.

The Board intends to move the Company's listing to the premium listing segment of the Official List in due course.

14. GENERAL MEETING

The Proposals require Shareholders' approval of the Resolution. Notice of a General Meeting of the Company to be held at Adelaide House, London Bridge, London EC4R 9HA at 5.00 p.m. on 27 March 2015 is set out at the end of the Circular, at which the Resolution will be proposed, a summary of which is set out below. The full text of the Resolution is set out in the Notice of General Meeting at the end of this Circular.

The Company has received irrevocable undertakings to vote in favour of the Resolution in respect of 10,790,241 Ordinary Shares representing 43.08% in aggregate of the Existing Ordinary Shares. In addition the Company has received voting undertakings to vote in favour of the Resolution in respect of 8,625,000 Ordinary Shares representing 34.4% in aggregate of the Existing Ordinary Shares and a letter of intent to vote in favour of the Resolution in respect of 1,250,000 Ordinary Shares representing 5.0% of the Existing Ordinary Shares.

With the prior consent of the majority in number of Shareholders holding more than 95% in nominal value of shares entitled to attend and vote at a general meeting of the Company, the General Meeting has been called on short notice i.e. less than 14 days as stipulated by the Act unless such consent is received.

Shareholders should note that if the Resolution is not passed, the Proposals will not proceed and the Acquisition and the Placing will not be completed in which event the Company will continue to pursue its strategy of identifying acquisition targets.

The Resolution

The Resolution is a special resolution. The Resolution is a composite resolution to, inter alia:

· approve the Acquisition;

· provide all of the authorities necessary to issue the Consideration Shares and to implement the Placing;

· approve the change in the name of the Company to BCA Marketplace plc;

· approve the cancellation of the admission of the Ordinary Shares to trading on AIM;

· provide the Company with general authorities, calculated by reference to the Enlarged Share Capital, typically given to companies on the Official List; and

· approve the Capital Reduction.

15. MANAGEMENT INCENTIVE ARRANGEMENTS

The Board has considered the Company's existing incentive arrangements in the context of the proposed Acquisition, recognising the fundamental change in the profile of the Company that would result from completion of the transaction and the need to combine the Company's existing incentive schemes with those of the BCA Group.

Accordingly upon Completion the Founder Investors' Incentive Scheme will cease to have material value and the interests of the holders of the H.I.J. Executive Founder Shares in the value created by the Company for Shareholders will be capped at a level such that the value of awards under all of the incentive schemes will not, in any 10 year period, exceed the Incentive Scheme Cap. The "Incentive Scheme Cap" shall be 10% of the excess of the market value of the Company (based on a 30 day volume-weighted average mid-market price and taking dividends and any prior return of capital into account) over and above the aggregate price paid by Shareholders for its share capital. The Board considers that the combination of the Company's and BCA's incentive schemes will provide the Enlarged Group with an appropriate management incentivisation framework.

16. EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the above timetable is subject to change. All times are London time unless otherwise stated.

Enquiries

Square1 Consulting (PR advisers) +44 (0)20 7929 5599

David Bick, Mark Longson

Cenkos Securities plc (Nominated adviser, joint financial adviser and joint broker) +44 (0)20 7397 8900

Ian Soanes, Liz Bowman

Zeus Capital Limited (Joint broker) +44 (0)20 7533 7727

John Goold, Nick Cowles, Mike Allen

Merrill Lynch International (Joint financial adviser in connection with the Acquisition)

Philip Noblet, Justin Anstee, John Arbuckle +44 (0)20 7995 2551

Cenkos Securities plc ("Cenkos") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively for Haversham Holdings plc in connection with the Proposals and for no one else and will not be responsible to anyone other than Haversham Holdings plc for providing the protections afforded to their clients or for providing advice in relation to this announcement or any matters referred to herein.

Zeus Capital Limited ("Zeus Capital") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively for Haversham Holdings plc in connection with the Proposals and for no one else and will not be responsible to anyone other than Haversham Holdings plc for providing the protections afforded to their clients or for providing advice in relation to this announcement or any matters referred to herein.

Merrill Lynch International, a subsidiary of Bank of America Corporation, ("Bank of America Merrill Lynch"), is acting exclusively for Haversham Holdings plc in connection with the Acquisition and for no one else and will not be responsible to anyone other than Haversham Holdings plc for providing the protections afforded to their clients or for providing advice in relation to this announcement or any matters referred to herein.

This announcement is an advertisement and not a prospectus and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, the Republic of South Africa, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Investors should not purchase or subscribe for any new Ordinary Shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") expected to be published by the Company today in connection with the proposed Placing and the admission of the Enlarged Share Capital to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. The Prospectus will be available at the registered office of the Company and at the offices of Berwin Leighton Paisner LLP at Adelaide House, London Bridge, London EC4R 9HA.  The Prospectus will also be submitted to the National Storage Mechanism and will be available for inspection

In any EEA Member State that has implemented Directive 2003/71/EC (together with any implementing measures in any Member State ("the Prospectus Directive") other than the United Kingdom) this announcement is only addressed to and directed at persons in such member states who are qualified investors within the meaning of Article 2(1)I of the Prospectus Directive ("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons 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 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

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, fairness or completeness.

This announcement may contain "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, targets, proposed acquisitions and objectives are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from results and performance expressed in, or implied by, these statements. These factors include but are not limited to those described in the Admission Document to be issued by the Company in due course.

The information given in this announcement and the forward-looking statements speak only as at the date of this announcement. The Company and each of Cenkos, Zeus Capital and Bank of America Merrill Lynch (the "Banks") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Listing Rules, the Prospectus Rules or other applicable laws, regulations or rules.

The Ordinary Shares have not, nor will they be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. The Ordinary Shares may not be offered or sold directly or indirectly in or into the United States unless registered under the US Securities Act or offered in a transaction exempt from or not subject to the registration requirements of the US Securities Act or subject to certain exceptions, into Australia, Canada, the Republic of South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan. 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.

No representation or warranty, express or implied, is made by the Banks as to the contents of this announcement, or for the omission of any material from this announcement. The Banks have not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by the Banks for the accuracy of any information or opinions contained in this document or for the omission of any information from this announcement.

APPENDIX - DEFINITIONS