NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO 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 TO BUY OR SELL, OR AN INVITATION OR SOLICITATION OF AN OFFER TO BUY OR SELL, SECURITIES IN ANY JURISDICTION. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL OR TENDER, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.
29 September 2022
Aston Martin Lagonda Global Holdings plc
Tender Offer by Aston Martin Capital Holdings Limited for a Portion of Its Outstanding Notes
Aston Martin Lagonda Global Holdings plc (“Aston Martin”, “Aston Martin Lagonda” or the “Company”) today announces
· Commencement of tender offer for Aston Martin Capital Holdings Limited’s outstanding notes
· Tender offer follows Company’s equity capital raise of approximately £653.8 million, first announced on 15 July 2022 and successfully completed, as announced on 28 September 2022
· Tender offer for up to a total Tender Consideration (defined below) of $200 million relating to the Notes, consistent with the Company’s plan to use up to half of the equity issuance proceeds for debt repayment
Commencement of Tender Offer
Following the Company’s announcement on 15 July 2022 of a c. £653.8 million equity capital raise, which was successfully completed, as announced on 28 September 2022, the Company announces that its wholly owned indirect subsidiary, Aston Martin Capital Holdings Limited (the “Issuer”), has commenced offers to purchase for cash (each such offer, an “Offer,” and together, the “Offers”) up to a total Tender Consideration (defined below) of $200,000,000 (although the Issuer reserves the right, in its sole discretion, to increase or decrease the proposed Tender Consideration) at prices to be determined pursuant to an Unmodified Dutch Auction Procedure (as defined in the Offer to Purchase) relating to its outstanding 10.5% Senior Secured Notes due 2025 (the “Senior Secured Notes”) and 15.0% Second Lien Split Coupon Notes due 2026 (the “Second Lien Notes,” and together with the Senior Secured Notes, the “Notes”), upon the terms and subject to the conditions set forth in the Issuer’s Offer to Purchase dated 29 September 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).
The Offers will expire at 4:00 p.m., London time, on 7 October 2022, unless extended (such date and time, as the same may be extended, the “Expiration Time”). The Issuer reserves the right to extend, amend or terminate the Offers at any time. The deadlines set by any custodian, Direct Participant (as defined in the Offer to Purchase), intermediary or Clearing System (as defined in the Offer to Purchase) may be earlier than this deadline and holders of Notes (the “Holders”) should contact the intermediary through which they hold their Notes to ensure proper and timely delivery of tenders.
Certain information regarding the Notes and the terms of the Offers is summarized in the table below.
|
Description of Notes |
ISIN / CUSIP |
Outstanding Principal Amount |
Purchase Consideration |
Minimum Purchase Price |
Tender Consideration |
|
10.5% Senior Secured Notes due 2025 (the “Senior Secured Notes”)
|
USG05891AH20 / G05891AH2
|
$1,184,000,000 |
To be determined pursuant to an Unmodified Dutch Auction Procedure. |
100.000% |
The aggregate cash consideration, excluding any Accrued Interest (as defined in the Offer to Purchase), to be paid by the Issuer to purchase the Notes validly tendered and accepted for purchase in the Offers is a total amount of up to $200,000,000 (although the Issuer reserves the right, in its sole discretion, to significantly increase or decrease the proposed Tender Consideration and accept significantly less than or more than such amount for purchase pursuant to the Offers). |
|
15.0% Second Lien Split Coupon Notes due 2026 (the “Second Lien Notes”) |
USG05891AG47 / G05891 AG4 |
$366,106,817(1) |
105.000% |
||
|
|
|
(1) This amount includes the amount of payment-in-kind interest added to the original aggregate principal amount of the Second Lien Notes of $335,000,000 since issuance, as of May 1, 2022.
The “Tender Consideration” for Notes validly tendered and accepted for purchase pursuant to the Offers shall be as set forth in the table above. In respect of Notes validly tendered that are accepted for purchase, the Issuer will pay the Tender Consideration on the Settlement Date (defined below). The Issuer will announce the results of the Offers as soon as reasonably practicable on the Business Day (as defined in the Offer to Purchase) following the Expiration Time. The settlement date with respect to Notes validly tendered that are accepted for purchase by the Issuer is expected to occur on 11 October 2022, being the Business Day following the announcement of the results of the Offers (the “Settlement Date”).
The Issuer will only accept tenders with respect to the Senior Secured Notes held on the Regulation S Global Note bearing ISIN USG05891AH20 and with respect to the Second Lien Notes held on the Regulation S Global Note bearing ISIN USG05891AG47. The Issuer will not accept tenders with respect to the Senior Secured Notes held on the Rule 144A Global Note bearing ISIN US04625HAG48, or with respect to the Second Lien Notes held on the Rule 144A Global Note bearing ISIN US04625HAE99 or the IAI Global Note bearing ISIN US04625HAF64. In order to participate in the Offers, each Eligible Holder (as defined below) of the Senior Secured Notes held on the Rule 144A Global Note bearing ISIN US04625HAG48 or of the Second Lien Notes held on the Rule 144A Global Note bearing ISIN US04625HAE99 or the IAI Global Note bearing ISIN US04625HAF64 who is not a U.S. person and is located outside the United States and otherwise complies with the restrictions in the Offer to Purchase must, prior to the Expiration Time, exchange such Senior Secured Notes held on the Rule 144A Global Note bearing ISIN US04625HAG48, Second Lien Notes held on the Rule 144A Global Note bearing ISIN US04625HAE99 or Second Lien Notes held on the IAI Global Note bearing ISIN US04625HAF64 for Senior Secured Notes held on the Regulation S Global Note bearing ISIN USG05891AH20 or Second Lien Notes held on the Regulation S Global Note bearing ISIN USG05891AG47, as applicable, in accordance with the procedures specified in the Senior Secured Indenture (as defined in the Offer to Purchase) or the Second Lien Indenture (as defined in the Offer to Purchase), as applicable.
Holders of Notes validly tendered that are accepted for purchase by the Issuer will, on the Settlement Date, receive the Tender Consideration in respect of such Notes, plus any accrued and unpaid interest from the interest payment date for the relevant Notes immediately preceding the Settlement Date to, but not including, the Settlement Date.
Payment for Notes validly tendered and not validly withdrawn pursuant to the Offers is subject to the satisfaction of certain conditions. However, the Offers are not conditioned upon any minimum amount of Notes being tendered. The Issuer reserves the right, in its sole discretion, to waive any and all conditions to the Offers.
Eligible Holders (defined below) may not withdraw valid tenders of Notes in the Offers except under the limited circumstances set forth in the Offer to Purchase.
The Offers are being made only to Eligible Offerees (as defined in the Offer to Purchase) who hold Notes through the Clearing Systems (the “Eligible Holders”) and who have represented to the Issuer pursuant to the deemed representations described in the Offer to Purchase that they are eligible to participate in the Offers. Only Eligible Holders are authorized to receive or review the Offer to Purchase or to participate in the Offers. The Offers are not being made to any U.S. person (as defined in Regulation S under the Securities Act) or to any person in the United States. The Offers are being made to dealers or other professional fiduciaries located outside the United States or acting on a discretionary basis only for the benefit or account of non-U.S. persons located outside the United States.
The Issuer has retained J.P. Morgan Securities plc (“J.P. Morgan”) and Barclays Bank PLC (“Barclays”) to act as dealer managers in connection with the Offers. Questions about the Offers may be directed to J.P. Morgan at +44 207 134 4353 or liability_management_EMEA@jpmorgan.com, or to Barclays at +44 203 134 8515 or eu.lm@barclays.com. Copies of the Offer documents and other related documents may be obtained from Morrow Sodali Limited, the information and tender agent for the Offers, subject to eligibility and registration, on the Tender Offer Website: https://projects.morrowsodali.com/AstonMartin; at +852 2319 4130 (Hong Kong) or +44 20 4513 6933 (London), or Aston Martin@investor.morrow sodali.com.
The Offers are being made solely by means of the Offer documents. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of the Issuer or any other person, nor shall there be any offer or sale of any Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In addition, nothing contained herein constitutes a notice of redemption of the Notes. No recommendation is made as to whether Holders of the Notes should tender their Notes.
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 (Dealer Manager)
|
||
|
Robert Constant James A. Kelly Natalie Day Netter Quentin Plessis
|
+44 (0)20 7134 4353 |
|
|
Barclays (Dealer Manager)
|
||
|
Enrico Chiapparoli Lawrence Jamieson Alastair Blackman Arthur Schuetz |
+44 (0) 20 7623 2323 |
|
IMPORTANT NOTICES
This announcement is not for publication or distribution, directly or indirectly, in or into to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia (the “United States”) or to any U.S. person (as defined in Regulation S under the Securities Act (“Regulation S”)) or in or into any other jurisdiction where it is unlawful to distribute this document. This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase, or an offer to tender or the solicitation or invitation of an offer to tender, securities in the United States. No securities referred to herein have been or will be registered under the US Securities Act of 1933, as amended (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 or tender offer 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, have 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 tender, or any solicitation to purchase or subscribe for or tender, any securities in any jurisdiction. No offer or invitation to purchase or subscribe for or tender, or any solicitation to purchase or subscribe for or tender, 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 or sell 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 buy, or a solicitation of an offer to subscribe for or to acquire or tender, 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 or tender any transferable securities referred to in this announcement.
J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan) is authorised by the Prudential Regulation Authority (the “PRA”) and regulated by the PRA and FCA. J.P. Morgan is acting for the Issuer 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 Issuer for providing the protections afforded to clients of J.P. Morgan 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 Issuer 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 Issuer 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.
None of J.P. Morgan nor Barclays, 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 or Barclays in connection with this announcement, any statement contained herein, or otherwise.
Offer and Distribution Restrictions
Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and/or the Offer to Purchase may be restricted by law in certain jurisdictions. Persons into whose possession this announcement and/or the Offer to Purchase comes, or who access the Tender Offer Website (as defined in the Offer to Purchase), are required by the Issuer, the Dealer Managers (as defined in the Offer to Purchase) and the Information and Tender Agent (as defined in the Offer to Purchase) to inform themselves about, and to observe, any such restrictions. None of the Issuer, the Dealer Managers or the Information and Tender Agent will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.
United States
The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Offer to Purchase and/or any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) to U.S. persons (as such term is defined in Regulation S), in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a U.S. person, a person located in the United States or any agent, fiduciary or other intermediary acting for a principal located in the United States will be invalid and will not be accepted. The Offers are being made and may be accepted by dealers or other professional fiduciaries in the United States acting on a discretionary basis only for the benefit or account of non-U.S. persons located outside the United States.
Each Holder of Notes participating in an Offer will represent that it is a non-U.S. person (as such term is defined in Regulation S) located outside the United States or a dealer or other professional fiduciary in the United States acting on a discretionary basis only for the benefit or account of non-U.S. persons located outside the United States. For the purposes of this and the above paragraph, “United States” means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Belgium
The Offers, this announcement, the Offer to Purchase and/or any other documents or materials relating to the Offers have not been submitted to and will not be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services marches financiers) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this announcement and/or the Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and/or the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Offers are not being made directly or indirectly to the public in France. Neither this announcement nor the Offer to Purchase, nor any other offering material or information relating to the Offers, has been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers and they may not be released, issued, or distributed or caused to be released, issued, or distributed, directly or indirectly, to the public in France, except to (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, in each case acting on their own account, all as defined in, and in accordance with, Articles L. 411-1, L. 411-2, D. 411-1 to D. 411-3, D. 744-1, D. 754-1 and D. 764-1 of the French Code Monétaire et Financier. Please note that the addressee shall not resell or otherwise retransfer, directly or indirectly, the Notes to the public in the France other than in compliance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code Monétaire et Financier.
Grand Duchy of Luxembourg
Neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offers have been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg. Accordingly, the Offers may not be made to the public in Luxembourg, directly or indirectly, and neither this announcement nor the Offer to Purchase, nor any other offering circular, prospectus, form of application, advertisement or other material relating to the Offers may be distributed, or otherwise made available in, from, or published in, Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities, as amended, and implementing the Prospectus Directive, as amended. Consequently, this announcement, the Offer to Purchase and/or any other offering circular, prospectus, form of application, advertisement or other material may only be distributed to (i) Luxembourg qualified investors as defined in the Luxembourg Act of July 10, 2005 on prospectuses for securities, as amended, and (ii) no more than 149 prospective investors, which are not qualified investors.
Italy
None of the Offers, this announcement, the Offer to Purchase and/or any other documents or materials relating to the Offers has been submitted to the clearance procedures of the Commissione Nazionale per le Societa e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Offers are being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders who are located in Italy may tender Notes for purchase in the Offers through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
United Kingdom
The Offers, this announcement, the Offer to Purchase and/or any other documents or materials relating to the Offers are not being submitted to and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of “investment professionals” (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or within Article 43 of the Financial Promotion Order, or to other persons to whom it may lawfully be communicated in accordance with the Financial Promotion Order.
General
None of this announcement, the Offer to Purchase and/or any related documents constitutes an offer to buy or the solicitation of an offer to sell the Notes (and such tenders of Notes in the Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer or similar and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer or similar in any such jurisdiction, such Offers shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.
Neither this announcement nor the Offer to Purchase has been filed with or reviewed by any foreign, U.S. federal or state securities commission or regulatory authority, and no such commission or authority has passed upon the accuracy or adequacy of this announcement and/or the Offer to Purchase. Any representation to the contrary is unlawful and may be a criminal offense.
Each Holder participating in the Offers will also be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the “Terms of the Offers-Representations, Warranties and Covenants of Eligible Holders Tendering Notes” section of the Offer to Purchase. Any tender of the Notes for purchase pursuant to the Offers from a Holder that is unable to make these representations may be rejected. Each of the Issuer, the Dealer Managers and the Information and Tender Agent reserves the right, in its absolute discretion (and without prejudice to the relevant Holder’s responsibility for the representations made by it), to investigate, in relation to any tender of Notes for purchase pursuant to the Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender may be rejected.