Publication of Prospectus & Board Changes

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR AUSTRALIA NOR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED TODAY BY MARKET TECH HOLDINGS LIMITED IN CONNECTION WITH THE PROPOSED MOVE TO THE MAIN MARKET.

Market Tech Holdings Limited

("Market Tech" or the "Company")

Publication of Prospectus and Board and Management Changes

Publication of Prospectus

Market Tech Holdings Limited (AIM: MKT), 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, is pleased to announce the publication of a prospectus (the "Prospectus") in connection with the admission of its ordinary shares ('Ordinary Shares') to the standard listing segment of the Official List of the UK Listing Authority (the 'Official List') and to trading on the London Stock Exchange's main market for listed securities (the 'Main Market') (together 'Admission').

It is expected that Admission will become effective and that dealings in the Company's shares on the Main Market will commence at 8.00 a.m. GMT on 27 January 2016. Trading in the Company's shares on the AIM market of the London Stock Exchange plc will also be cancelled on 27 January 2016 with effect from 8.00 a.m. GMT.

The Company is not raising any funds or issuing any new ordinary shares in connection with Admission. No shares have been offered or marketed to the public in the UK or elsewhere in connection with Admission or the publication of the Prospectus. The Company's TIDM code on the London Stock Exchange will remain 'MKT', with an ISIN of GG00BSSWD593 and, on Admission, it is expected that there will be 468,468,196 ordinary shares in issue.

The Prospectus has been approved by the UKLA and is available for inspection at www.market-tech.com and www.morningstar.co.uk/uk/NSM. It will also be available at the Company's registered office: Third Floor, La Plaiderie Chambers, La Plaiderie, St. Peter Port, Guernsey, GY1 1WG.

Board changes

In connection with the Company's move to the Main Market, the Board is delighted to announce the following appointments to the Board:

§ Mr David Brown as Chief Financial Officer, to be effective during March 2016;

§ Mr Georg Bucher as Head of Corporate Development, effective 1 February 2016; and

§ Ms Sharon Baylay as an additional Independent Non-Executive Director, effective 1 February 2016.

David joins from Greene King plc where, since 1988, he undertook a number of finance roles, most recently Corporate Finance Director. He was also Interim Group Finance Director between February and October of 2014. Prior to joining Greene King, David qualified as a Chartered Accountant with KPMG, having read natural and computer science at Christ's College, Cambridge. As part of the strengthening of the dedicated in-house asset management capability, Andrew Bull will take on the role of Group Real Estate Finance Director and step down from the Board upon David's appointment. Andrew will use his extensive knowledge of the Group's real estate portfolio and finance background to help drive the future growth of the business.

Georg joined the Group as Head of Corporate Development and Capital Markets in June 2015 and has played a central role in Market Tech's M&A expansion and the Market Tech Digital strategy.

Sharon is currently a Non-Executive Director of ITE Group plc; Restore plc; and Non-Executive Chairman of Dot Net Solutions Ltd. She was previously the Marketing Director and a main board director of the BBC from 2009-2011 with responsibility for all aspects of Marketing, Communications and Audiences, as well as a Non-Executive Director of BBC Worldwide, Freesat UK and Digital UK. Sharon joined the BBC from Microsoft where she was latterly General Manager of Microsoft UK's Advertising and Online division and sat on the board of Microsoft UK. Sharon spent a total of 15 years of her career with Microsoft Corporation.

Management appointment

Having secured competitively priced stable long term funding via its recently announced £900 million debt facilities, the Company is now positioned to enhance shareholder value through the implementation of its medium and long term acquisition and development strategy. To assist in the delivery of this strategy, the Company has appointed Matthew Howard as Head of Asset Management. He joins from CBRE, the leading global commercial property and real estate services adviser, where he developed a strategic retail asset management business with over £1 billion of assets under management. During his tenure he advised on numerous retail, leisure, office and mixed-use mandates. Matthew Howard, will work alongside Mr Bull, and will focus on Market Tech's asset management and investment strategy.

Commenting on the appointments, Market Tech Chairman, Neil Sachdev, said:

"As Market Tech moves up to the Main Market, these appointments continue our work to implement the growth strategy outlined at our IPO, ensuring maximum value from current and future assets; and realising our vision of a reinvigorated Camden.

"I'm delighted to welcome David, Sharon and Georg to the Board. Each has an important role to play in the Group's future using their insight and experience to help us achieve our objectives. I thank Andrew for his contribution - he has been a key member of the Board through a period of rapid development and, as part of the enhanced asset management team, we look forward to his contribution to the Group's real estate investment strategy.

"The Camden project is one of the most exciting in the UK real estate sector and with a strengthened team, we look forward to continuing our work as a Main Market-listed company."

- Ends -

For further information:

Disclosures pursuant to Rule 17, Schedule 2(g) of the AIM Rules - David Brown

Save for the information above and below, there are no further disclosures to be made in accordance with Rule 17, Schedule 2(g) of the AIM Rules for Companies in respect of the appointment of David Brown.

Mr Brown's full name is David Anthony Brown, he is 43 years old.

Mr Brown currently holds no directorships or partnerships.

Directorships and partnerships held within the last five years:

§ Belhaven Group Properties Limited

§ Belhaven Pubs Limited

§ Capital Pub Company Trading Limited

§ Cloverleaf Restaurants Limited

§ G.K. Holdings No.1 Limited

§ Greene King Debt Acquisitions Limited

§ Greene King Investments Limited

§ LFR Group Limited

§ Realpubs Development Limited

§ Realpubs II Limited

§ Realpubs Limited

§ Rushmere Sports Club Limited

§ Sapphire Food North East No. 1 Limited

§ Sapphire Food North West No. 3 Limited

§ Sapphire Food South East No. 4 Limited

§ Sapphire Food South West No. 2 Limited

§ Sapphire Rural Destination No. 5 Limited

§ The Capital Pub Company Limited

Disclosures pursuant to Rule 17, Schedule 2(g) of the AIM Rules - Georg Bucher

Save for the information above and below, there are no further disclosures to be made in accordance with Rule 17, Schedule 2(g) of the AIM Rules for Companies in respect of the appointment of Georg Bucher.

Mr Bucher's full name is Georg Bucher, he is 41 years old.

Mr Bucher currently holds no directorships or partnerships, nor has he done so for the past five years.

Disclosures pursuant to Rule 17, Schedule 2(g) of the AIM Rules - Sharon Baylay

Save for the information above and below, there are no further disclosures to be made in accordance with Rule 17, Schedule 2(g) of the AIM Rules for Companies in respect of the appointment of Sharon Baylay

Ms Baylay's full name is Sharon Baylay, she is 47 years old

Ms Baylay currently holds the following directorships/partnerships:

§ Indigo Blu Investments Limited

§ ITE Group plc

§ Restore plc

§ Vega Technologies Limited

Directorships and partnerships held within the last five years:

§ BBC Corporation

Shore Capital and Corporate Limited and Canaccord Genuity Limited have been appointed as Joint Financial Advisers in relation to Admission and will continue to act as joint brokers to the Company following Admission.

Each of Shore Capital and Corporate Limited and Canaccord Genuity Limited are acting exclusively for the Company and no one else in connection with Admission and will not regard any other person as a client in relation to Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for advising any other person on the contents of the Prospectus or on any other transaction or arrangement referred to in this announcement.

About Market Tech

Market Tech combines the iconic Camden Market real estate assets with digital technology to deliver a living, working, retail and leisure environment. The Company owns approximately 15 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, (formerly known as Camden Lock Village). It also owns separate real estate assets on Camden High Street; Kentish Town Road; properties on Jamestown Road, (including the Camden Wharf Building); The Interchange Building on Oval Road, Utopia Village in Primrose Hill, 1-11 Hawley Crescent and 49 Chalk Farm Road.

The Company owns three e-commerce businesses, referred to as Market Tech Digital. These are Stucco Media, an e-commerce marketing platform, Glispa, a Berlin-based mobile marketing business and Fiver, a B2C online fashion retailer.

www.market-tech.com