NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, CHINA OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH ACTIVITY WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.
8 September 2022
Aston Martin Lagonda Global Holdings plc
(“Aston Martin Lagonda”, the “Company” or the “Group”)
Results of the General Meeting
Further to the announcement on 22 August 2022, the Company announces that, at the General Meeting held earlier today, the resolutions set out in the Notice of General Meeting (the “Resolutions”) contained in the circular published by the Company on 22 August 2022 (the “Circular”), were duly passed without amendment on a poll by the requisite majorities of shareholders of the Company.
Resolutions 2 and 4 were passed as special resolutions and the full text of the resolutions is set out in the Notice of General Meeting.
Details of the total votes received in relation to the Resolutions (representing 57.66% of the issued share capital of 116,459,513 ordinary shares) are as follows:
|
RESOLUTION |
VOTES |
|||||||
|
FOR* |
AGAINST** |
WITHHELD*** |
TOTAL |
|
||||
|
Votes |
% |
Votes |
% |
Votes |
|
|
||
|
1 |
Authority to implement the Placing and allot the Placing Shares |
67,135,462 |
99.97 |
18,824 |
0.03 |
15,149 |
67,154,286 |
|
|
2 |
Authority to disapply pre-emption rights in connection with the Placing |
67,115,732 |
99.94 |
38,412 |
0.06 |
15,291 |
67,154,144 |
|
|
3 |
Authority to implement the Rights Issue and allot the New Shares |
66,942,883 |
99.67 |
219,082 |
0.33 |
7,470 |
67,161,965 |
|
|
4 |
Authority to disapply pre-emption rights in connection with the Rights Issue |
66,923,268 |
99.65 |
237,921 |
0.35 |
8,246 |
67,161,189 |
|
* Votes in favour include votes where the Chair of the General Meeting was given discretion regarding how to vote.
** Percentages are expressed as a proportion of total votes cast (which does not include votes withheld).
*** A ‘vote withheld’ is not a vote under English law and is not counted in the calculation of votes ‘for’ and ‘against’ the Resolutions.
The Record Date for entitlements under the Rights Issue is close of business today.
The passing of the Resolutions will enable the Company to proceed with the Capital Raise (consisting of the Placing and the Rights Issue) to raise, in aggregate, gross proceeds of approximately £653 million.
Following the passing of the Resolutions, 23,291,902 Placing Shares have been issued to The Public Investment Fund, meaning that it has been entered onto the register of members of the Company prior to the Record Date and will be entitled to participate in the Rights Issue.
The Rights Issue remains conditional upon, amongst other things, Admission of the New Shares, nil paid, becoming effective by not later than 8.00 a.m. on 12 September 2022 (or such later time and/or date as the Joint Global Co-ordinators and the Company may agree).
Provisional Allotment Letters and Forms of Instruction (as applicable) in connection with the Rights Issue are expected to be posted on 9 and 10 September 2022 to Qualifying Non-CREST Shareholders, and Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled as soon as practicable after 8.00 a.m. on 12 September 2022.
Applications have been made to the FCA for 23,291,902 Placing Shares and 559,005,660 New Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for such Placing Shares and such New Shares to be admitted (nil paid, in the case of New Shares only) to trading on the main market for listed securities. The Placing Shares have been, and the New Shares will be, issued under authority granted by the Resolutions at today’s General Meeting.
In respect of the Placing Shares, it is expected that Admission will take place at 8.00 a.m. tomorrow, 9 September 2022. In respect of the New Shares, it is expected that Admission will take place, and that dealings in the New Shares will commence, nil paid, at 8.00 a.m. on 12 September 2022. The latest date for acceptance, payment in full and registration of renounced Provisional Allotment Letters for the Rights Issue is 11.00 a.m. on 26 September 2022. The expected timetable for the Rights Issue is set out in more detail in the Appendix to this announcement.
A copy of the Resolutions passed at the General Meeting has been submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2R and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Prospectus, which is available on the Company’s website at https://www.astonmartinlagonda.com/investors/funding/september-2022-capital-raise.
Enquiries
|
Investors and Analysts |
||
|
Sherief Bakr |
Director of Investor Relations |
+44 (0)7789 177547sherief.bakr@astonmartin.com
|
|
Holly Grainger |
Deputy Head, Investor Relations |
+44 (0)7442 989551holly.grainger@astonmartin.com
|
|
Media |
||
|
Kevin Watters |
Director of Communications |
+44 (0)7764 386683kevin.watters@astonmartin.com
|
|
Paul Garbett |
Head of Corporate and Brand Communications
|
+44 (0)7501 380799paul.garbett@astonmartin.com |
|
Grace Barnie |
Corporate Communications Manager |
+44 (0)7880 903490grace.barnie@astonmartin.com
|
|
Tulchan Communications |
||
|
Harry Cameron and Simon Pilkington
|
+44 (0)20 7353 4200 |
|
|
J.P. Morgan Cazenove (Joint Global Coordinator, Joint Bookrunner, Sole Sponsor and Corporate Broker)
|
||
|
Robert Constant James A. Kelly Will Holyoak
|
+44 (0)20 7742 4000 |
|
|
Barclays (Joint Global Coordinator, Joint Bookrunner and Corporate Broker)
|
||
|
Enrico Chiapparoli Lawrence Jamieson Alastair Blackman Arthur Schuetz |
+44 (0) 20 7623 2323 |
|
|
Credit Suisse International (Joint Bookrunner)
|
||
|
Matt Hall Nick Koemtzopoulos Omri Lumbroso Sebastian Barleben |
+44 (0) 20 7888 8888 |
|
|
Deutsche Bank AG, London Branch (Joint Bookrunner)
|
||
|
Derek Shakespeare Mark Hankinson Jochen Gehrke Paul Frankfurt |
+44 (0) 20 7545 8000 |
|
IMPORTANT NOTICES
This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.
A copy of the Prospectus is available on the Company’s website at https://www.astonmartinlagonda.com/investors/funding/september-2022-capital-raise. Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this announcement. The Prospectus will provide further details of the securities being offered pursuant to the Rights Issue.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. No securities referred to herein have been or will be registered under the US Securities Act of 1933 (the “Securities Act”) or under any securities laws of any state or other jurisdiction of the United States and such securities may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. No securities referred to herein, nor this announcement nor any other document connected with the proposed transactions referred to herein has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, and none of the foregoing authorities or any securities commission has passed upon or endorsed the merits of the proposed transactions or the securities referred to herein or the adequacy of this announcement or any other document connected with the proposed transactions referred to herein. Any representation to the contrary is a criminal offence in the United States.
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for any securities in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or Australia, Canada, Japan, the People’s Republic of China or the Republic of South Africa, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.
No representations or warranties, express or implied, are made as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information presented or contained in this release. This release contains certain forward-looking statements, which are based on current assumptions and estimates by the management of the Company. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Such statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from any expected future results in forward-looking statements. These risks may include, for example, changes in the global economic situation, and changes affecting individual markets and exchange rates.
The Company provides no guarantee that future development and future results achieved will correspond to the forward-looking statements included here and accepts no liability if they should fail to do so. The Company undertakes no obligation to update these forward-looking statements and will not publicly release any revisions that may be made to these forward-looking statements, which may result from events or circumstances arising after the date of this release.
This release is for informational purposes only and does not constitute or form part of any invitation or inducement to engage in investment activity, nor does it constitute an offer or invitation to buy any securities, in any jurisdiction including the United States, or a recommendation in respect of buying, holding or selling any securities.
This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority (“FCA”) and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire securities. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the Prospectus to be published by the Company in due course.
J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) is authorised by the Prudential Regulation Authority (the “PRA”) and regulated by the PRA and FCA. J.P. Morgan Cazenove is acting for the Company and no other person in connection with this announcement and the proposed transactions described herein and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice to any person in relation to the proposed transactions described herein or any other matter referred to in this announcement.
Barclays Bank PLC, acting through its investment bank (“Barclays”), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting for the Company and no other person in connection with this announcement and the proposed transactions described herein and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Barclays nor for providing advice to any person in relation to the proposed transactions described herein or any other matter referred to in this announcement.
Credit Suisse International is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and the PRA. Credit Suisse International is acting for the Company and no other person in connection with this announcement and the proposed transactions described herein and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Credit Suisse International nor for providing advice to any person in relation to the proposed transactions described herein or any other matter referred to in this announcement.
Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Bank AG is authorised by the PRA with deemed variation of permission. It is subject to regulation by the FCA and limited regulation by the PRA. The nature and extent of client protections may differ from those for firms based in the UK. Details about the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA’s website. Deutsche Bank AG, London Branch, is acting for the Company and no other person in connection with the Capital Raise. Neither Deutsche Bank AG, London Branch nor any of its subsidiaries, branches or affiliates will be responsible to any person other than the Company for providing any of the protections afforded to clients of Deutsche Bank AG, London Branch nor for providing advice in relation to the Capital Raise or any matters referred to in this announcement.
None of J.P. Morgan Cazenove, Barclays, Credit Suisse International nor Deutsche Bank AG, London Branch, nor any of their respective subsidiaries, branches or affiliates, nor any of their respective directors, officers or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of J.P. Morgan Cazenove, Barclays, Credit Suisse International or Deutsche Bank AG, London Branch in connection with this announcement, any statement contained herein, or otherwise.
Cautionary statement regarding forward-looking statements
This announcement contains forward-looking statements, including with respect to financial information, that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could”, “is confident”, or other words of similar meaning. Undue reliance should not be placed on any such statements because they speak only as at the date of this announcement and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and the Company’s plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. No representation or warranty is made that any forward-looking statement will come to pass.
You are advised to read the Prospectus in its entirety, and, in particular, the section of the Prospectus headed “Risk Factors”, for a further discussion of the factors that could affect the Group’s future performance and the industry in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements, including statements regarding prospective financial information, in this announcement may not occur. These statements are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this announcement are cautioned not to place undue reliance on the forward-looking statements, including those regarding prospective financial information.
No statement in this announcement is intended as a profit forecast, and no statement in this announcement should be interpreted to mean that underlying operating profit for the current or future financial years would necessarily be above a minimum level, or match or exceed the historical published operating profit or set a minimum level of operating profit.
Neither the Company nor any of the Banks is under any obligation to update or revise publicly any forward-looking statement contained within this announcement, whether as a result of new information, future events or otherwise, other than in accordance with their legal or regulatory obligations (including, for the avoidance of doubt, the Prospectus Regulation Rules, the Listing Rules and Disclosure Guidance and Transparency Rules).
APPENDIX – EXPECTED TIMETABLE FOR THE RIGHTS ISSUE AND THE PLACING(1) (2)
|
Record Date for entitlements under the Rights Issue……. |
close of business on 8 September 2022 |
|
Listing and Admission of the Placing Shares………………… |
8.00 a.m. on 9 September 2022 |
|
Despatch of Provisional Allotment Letters (to Qualifying Non-CREST Shareholders only) and Forms of Instruction (to Qualifying AML Nominee Service Shareholders only)(3)……. |
9 and 10 September 2022 |
|
Admission of, and dealings commence in, Nil Paid Rights on the London Stock Exchange…………………………………….. |
8.00 a.m. on 12 September 2022 |
|
Existing Shares marked ex-Rights (the Ex-Rights Date) by the London Stock Exchange…………………………………………… |
8.00 a.m. on 12 September 2022
|
|
Nil Paid Rights and Fully Paid Rights enabled in CREST (for Qualifying CREST Shareholders only(3))……………………….. |
as soon as practicable after 8.00 a.m. on 12 September 2022 |
|
CREST stock accounts credited with Nil Paid Rights (for Qualifying CREST Shareholders only(3))……………………….. |
as soon as practicable after 8.00 a.m. on 12 September 2022 |
|
Latest time for receipt of instructions under Special Dealing Service in respect of Cashless Take-up or disposal of Nil Paid Rights…………………………………………………………………… |
5.00 p.m. on 19 September 2022 |
|
Recommended latest time for requesting withdrawal of Nil Paid Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to convert them into certificated form)…………………………….. |
4.30 p.m. on 20 September 2022 |
|
Latest time and date for depositing renounced Provisional Allotment Letters, nil paid or fully paid, into CREST or for dematerialising Nil Paid Rights into a CREST stock account |
3.00 p.m. on 21 September 2022 |
|
Dealings carried out in relation to the Cashless Take-up or disposal of Nil Paid Rights under the Special Dealing Service |
By 21 September 2022 |
|
Latest time and date for acceptance and payment in full of Forms of Instruction for AML Nominee Service Shareholders |
11.00 a.m. on 22 September 2022 |
|
Latest time and date for splitting Provisional Allotment Letters, nil or fully paid……………………………………………………….. |
3.00 p.m. on 22 September 2022 |
|
Despatch of cheques in relation to net proceeds of disposal of Nil Paid Rights under the Special Dealing Service………….. |
by 23 September 2022 |
|
Latest time and date for acceptance and payment in full and registration of renounced Provisional Allotment Letters for Non-CREST Shareholders……………………………………….. |
11.00 a.m. on 26 September 2022 |
|
Expected date of announcement of results of the Rights Issue through a Regulatory Information Service……………………… |
27 September 2022 |
|
Admission of, and dealings commence in, the New Shares, fully paid, on the London Stock Exchange………………….
|
8.00 a.m. on 27 September 2022 |
|
New Shares credited to CREST stock accounts (for Qualifying CREST Shareholders only(3))……………………………………… |
as soon as practicable after 8.00 a.m. on 27 September 2022 |
|
New Shares for Qualifying AML Nominee Service Shareholders credited to nominee holdings |
on 27 September 2022 |
|
Despatch of definitive share certificates for New Shares in certificated form (to Qualifying Non-CREST Shareholders only)(3) and Premium Payments (if applicable) of Nil Paid Rights not taken up……………………………………………………………………….. |
by no later than 11 October 2022 |
Notes:
(1) The times and dates set out in the expected timetable of principal events above, by announcement through a Regulatory Information Services, and in the Provisional Allotment Letter may be adjusted by the Company, in which event details of the new dates will be notified to the FCA and to the London Stock Exchange and, where appropriate, to Shareholders.
(2) References to times are to London time unless otherwise indicated.
(3) Subject to certain restrictions relating to Overseas Shareholders, as set out in more detail in the Prospectus.