James Vaughan, Ben Mitchell, Daksh Gupta and Mike Brewer UCA 2021James Vaughan, Ben Mitchell, Daksh Gupta and Mike Brewer UCA 2021


Marshall Motor Group board – including Daksh Gupta – were ‘unaware’ of planned sale to Cinch owner

  • Marshall board reveals it did not know about planned sale to Constellation Automotive Group
  • Way deal was structured meant other options for the board were ‘limited’
  • Executives were taken by surprise that Marshall family had agreed to sell

Time 4 weeks ago

Marshall Motor Group’s board of directors – including chief executive Daksh Gupta – were completely unaware the dealer group’s biggest shareholder was considering a sale.

Details published in official documents confirm that the Marshall Motor Group executive team were as side-swiped by the news they were up for sale as the rest of the industry.

CEO Gupta, pictured above, was visibly shocked when he appeared at the Car Dealer Used Car Awards just a few hours after news had broken that the proposed deal had been agreed.

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Marshall of Cambridge – the company owned by the Marshall family – is a 64 per cent shareholder in the dealer group and had agreed to sell its shares to the BCA and Cinch owner.

The move was enough to trigger Marshall’s exit from the Stock Market.

The news shocked the industry and came just weeks after CEO Daksh Gupta announced the acquisition of dealer group Motorline.

Now, hidden in the Marshall response document to Constellation Automotive Group’s bid, is a paragraph that reveals the board were jumped.

The official document said: ‘The MMH board was unaware that Marshall of Cambridge (Holdings) Limited had entered into an exclusivity agreement with Constellation on 23 November 2021, or that they had provided an irrevocable undertaking to accept the offer in respect of their entire shareholding of 50,390,625 shares (representing 64.4 per cent of MMH’s issued share capital), until the morning of 29 November 2021 when Constellation announced the offer. 

‘The irrevocable undertaking provided by Marshall of Cambridge (Holdings) Limited to Constellation to accept the offer, allied to the structure of the offer, has limited the ability of your independent MMH Board to pursue other possible sale options.’

Gupta has been banned from talking to the press following the announcement.

Earlier this month Constellation Automotive Group published documents which laid out its plans for Marshall – the 6th most profitable dealer in the UK according to the Car Dealer Top 100.

Constellation is paying £325m for the listed dealer group and boss Avril Palmer-Baunack has said she will ‘undertake a review’ so it can be determined how ‘short and long-term objectives can be delivered’.

This review will include looking into the existing ‘organisational structure’ but the group says it has ‘no intention’ of making any changes to conditions of employment.

However, the document went on to say ‘some restructuring’ may be required especially in relation to the firm’s listed status.

Constellation will apply to take the group private and remove it from the Stock Market. 

It is also expected that the firm’s board of non-executive directors ‘will resign’.

James Baggott's avatar

James is the founder and editor-in-chief of Car Dealer Magazine, and CEO of parent company Baize Group. James has been a motoring journalist for more than 20 years writing about cars and the car industry.

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