Results of Placing

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Market Tech Holdings Limited

("Market Tech" or "the Company")

Results of Placing

Market Tech is pleased to announce the results of the Placing announced earlier today.

The full amount of 90,000,000 new ordinary shares of 10 pence each in the Company (the "Placing Shares") have been conditionally placed at a price of 223 pence per Placing Share, by Shore Capital and Canaccord Genuity as Joint Global Coordinators and Joint Bookrunners and Berenberg as Joint Bookrunner, raising gross proceeds for the Company of approximately £200.7 million (before expenses). The Placing Shares being issued represent approximately 23.8 per cent. of the current issued ordinary share capital of the Company prior to the Placing.

The Placing Shares have been conditionally placed with new and existing shareholders, including the following directors of the Company:

1 Assuming no conversion of Convertible Bonds into Ordinary Shares.

Citwax, the Company's largest Shareholder, has subscribed for a total of 10,250,000 Placing Shares, representing approximately 2.7 per cent. of the issued ordinary share capital of the Company prior to the Placing. Following completion of the Placing, Citwax will hold 334,187,500 Ordinary Shares, representing approximately 71.3 per cent. of the Enlarged Issued Share Capital (assuming no conversion of Convertible Bonds into Ordinary Shares). Citwax's participation in the Placing is a related party transaction under Rule 13 of the AIM Rules. The directors of the Company (the "Directors") consider, having consulted with the Company's nominated adviser, Shore Capital, that the terms of Citwax's participation are fair and reasonable insofar as the Independent Shareholders as a whole are concerned.

Extraordinary General Meeting

The Placing remains conditional, amongst other things, on Shareholder approval at the Extraordinary General Meeting which is expected to be held on or around 30 July 2015. A circular, including a notice of the Extraordinary General Meeting, relating to the Placing will be posted to Shareholders in due course.

Application for AIM admission

Application will be made to the LSE for the Placing Shares to be admitted to trading on AIM. AIM Admission is expected to become effective on or around 31 July 2015 and dealings in the Placing Shares and settlement will occur on the same day.

Variation of loan facility provided by Citwax

It has been agreed that the existing £60 million working capital facility provided by Citwax to the Company at the time of the Company's admission to the AIM (the "Working Capital Facility") shall continue to remain available to the Company following the completion of the Placing. The funds available under the Working Capital Facility have not, to date, been drawn down. All other loans made available to the Company from Citwax shall cease to be available, in accordance with their terms, following the completion of the Placing. The Directors consider, having consulted with the Company's nominated adviser, Shore Capital, that the variation to the Working Capital Facility set out above is fair and reasonable insofar as the Independent Shareholders as a whole are concerned.

For further information:

Important Notice

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing shares are being offered and sold outside the United States in offshore transactions, as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, Shore Capital, Canaccord Genuity, Berenberg or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

This announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of FSMA, (C) if in Israel, investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and "qualified individuals," each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors, in each case, purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are qualified investors, (D) if in Switzerland, persons on a private placement basis (i.e., to a limited number of selected investors only), without any public advertisement and only to investors who are individually approached directly and who do not purchase the Placing Shares with the intention to distribute them to the public or (E) otherwise to persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person.

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this announcement are for information purposes only.

This announcement does not constitute a prospectus under the Israeli Securities Law, 5728-1968, and has not been filed with or approved by the Israel Securities Authority.

This announcement does not constitute a prospectus within the meaning of Articles 652a and 1156 of the Swiss Code of Obligations or a listing prospectus according to Article 27 ss. of the Listing Rules of the SIX Swiss Exchange or of any other stock exchange or regulated trading facility in Switzerland. The Placing Shares will not be listed on the SIX Swiss Exchange and, therefore, this document does not comply with the disclosure standards of the Listing Rules of the SIX Swiss Exchange or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Accordingly, the Placing Shares may not be offered to the public in or from Switzerland and neither this announcement nor any other offering or marketing material relating to the Placing Shares may be publicly distributed or otherwise made publicly available in Switzerland. Neither this announcement nor any other offering or marketing material relating to the offering, the Company or the Placing Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this announcement will not be filed with, and the offer of the Placing Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA), and the offer of the Placing Shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Placing Shares.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Any reference in this announcement to the Company's current issued share capital before AIM Admission assumes there being no conversion of the Convertible Bonds into Ordinary Shares before such AIM Admission in accordance with the terms of the Convertible Bonds.

Shore Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting for Market Tech and for no one else in connection with the Placing and will not be responsible to anyone other than Market Tech for providing the protections afforded to clients of Shore Capital or for affording advice in relation to the Placing, or any other matters referred to in this announcement.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA, is acting for Market Tech and for no one else in connection with the Placing and will not be responsible to anyone other than Market Tech for providing the protections afforded to clients of Canaccord Genuity or for affording advice in relation to the Placing, or any other matters referred to in this announcement.

Berenberg, which is authorised by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation by the FCA, is acting for Market Tech and for no one else in connection with the Placing and will not be responsible to anyone other than Market Tech for providing the protections afforded to clients of Berenberg or for affording advice in relation to the Placing, or any other matters referred to in this announcement.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

Members of the public are not eligible to take part in the Placing and no public offering of securities is or will be made.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

DEFINITIONS USED IN THIS ANNOUNCEMENT

About Market Tech

Market Tech combines the iconic Camden Market real estate assets with an e-commerce business operated through online platforms camdenmarket.com and market.com. Its real estate assets business is focused on retail, leisure and entertainment. The Company owns approximately 14 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). 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 and Utopia Village in Primrose Hill.

In recent months the Company has acquired two e-commerce businesses, enhancing its online platform. These strategic acquisitions have included Stucco Media, an e-commerce marketing platform; and Glispa, a Berlin-based mobile marketing business.

www.market-tech.com