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.
28 September 2022
Aston Martin Lagonda Global Holdings plc
(“Aston Martin Lagonda”, the “Company” or the “Group”)
Results of Rights Issue and Total Voting Rights and Capital
The Company today announces that, by the latest time and date for receipt of valid acceptances (being 11.00 a.m. on 27 September 2022), it had received valid acceptances in respect of 527,268,329 New Shares, representing approximately 94.3% of the total number of New Shares offered by the Company pursuant to the 4 for 1 rights issue announced by it on 5 September 2022.
It is expected that dealings in the New Shares, fully paid, will commence on the London Stock Exchange’s main market for listed securities from 8.00 a.m. on 28 September 2022.
It is also expected that the New Shares held in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. on 28 September 2022, and that share certificates in respect of New Shares held in certificated form will be despatched no later than 12 October 2022.
In accordance with their obligations under the Underwriting Agreement, the Banks shall use reasonable endeavours to procure, on behalf of the Company, by no later than 5.00 p.m. on 29 September 2022, acquirers for all (or as many as possible) of the remaining 31,737,331 New Shares not validly accepted, failing which the Banks have agreed to acquire, on a several basis, any remaining New Shares.
To the extent that such New Shares are sold at a premium to the Rights Issue offer price of 103 pence per New Share, the net proceeds of such sales (after deduction of brokerage and exchange costs) will be paid to the relevant Shareholders or renouncees pro rata to their lapsed provisional allotments of New Shares as soon as practicable after receipt, except that, in accordance with the terms and conditions of the Rights Issue and the Listing Rules, individual amounts of less than £5.00 will not be paid to such persons but will be aggregated and retained for the benefit of the Company.
A further announcement as to the number of New Shares for which acquirers have been procured will be made in due course.
In accordance with the FCA’s Disclosure Guidance and Transparency Rules, the Company also notifies that, as at 28 September 2022, the total issued share capital of Aston Martin Lagonda Global Holdings plc is 698,757,075 ordinary shares of £0.10 each with one voting right per share. There are no ordinary shares held in treasury.
Therefore, the total number of voting rights in Aston Martin Lagonda Global Holdings plc is 698,757,075. This figure should be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change of their interest in, Aston Martin Lagonda Global Holdings plc under the Disclosure Guidance and Transparency Rules.
Warrant Adjustments
Following the announcement on 5 September 2022 regarding adjustments to the outstanding warrants issued by the Company (the “Warrants”) pursuant to the terms of the warrant instrument dated 7 December 2020 (the “Warrant Instrument”), the Company hereby confirms that the following adjustments to the Warrants (the “Adjustments”) have taken effect as of the date of this announcement:
· the Subscription Price has been reduced to £1.67 per Warrant Share from £10.00 per Warrant Share; and
· each Warrant entitles the Warrantholder to subscribe for 0.3 Warrant Shares in the capital of the Company on the terms and subject to the conditions of the Warrant Instrument, an increase from 0.05 Warrant Shares.
The Adjustments have been made to ensure the Subscription Rights carry as nearly as possible (and in any event not less than) the same proportion of the voting rights attached to the fully diluted share capital and the same entitlement to participate in the profits and assets of the Company (including on liquidation) as prior to the Capital Raise. Further information regarding the Warrants and Adjustments is available in the separate notice and deed poll which has been sent to each registered Warrantholder at the notice address provided to the Company. The Adjustments have been approved by a Warrantholder Consent Resolution signed by a majority of Warrantholders on 21 September 2022, and which is binding on all Warrantholders in accordance with the terms of the Warrant Instrument.
Capitalised terms not defined in this section shall have the meanings given to them in the Warrant Instrument.
Except as specified otherwise, capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Prospectus, which is available for inspection 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 Charles Oakes |
+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 provides 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 published by the Company.
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).