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.
10 October 2022
Aston Martin Lagonda Global Holdings plc
Results and Settlement of Tender Offer by Aston Martin Capital Holdings Limited
Aston Martin Lagonda Global Holdings plc (“Aston Martin”, “Aston Martin Lagonda” or the “Company”) today announces
· $40,280,000 in aggregate principal amount of the Issuer’s outstanding Senior Secured Notes and $143,790,041 in aggregate principal amount of the Issuer’s outstanding Second Lien Notes were validly tendered and will be accepted for purchase
· Settlement of the tender offer and payment of the Tender Consideration made in available funds delivered to the Clearing Systems is expected to take place on 11 October 2022
The Company announces the results of the offers by its wholly owned indirect subsidiary, Aston Martin Capital Holdings Limited (the “Issuer”), to the Eligible Holders of its outstanding Regulation S 10.5% Senior Secured Notes due 2025 (ISIN: USG05891AH20; CUSIP: G05891 AH2) (the “Senior Secured Notes”) and Regulation S 15.0% Second Lien Split Coupon Notes due 2026 (ISIN: USG05891AG47; CUSIP: G05891 AG4) (the “Second Lien Notes”, and together with the Senior Secured Notes, the “Notes”), to purchase Notes for cash in a tender offer (each such offer, an “Offer,” and together, the “Offers”).
The Offers were announced on 29 September 2022 and made upon the terms and subject to the conditions and offer restrictions set forth in the Issuer’s Offer to Purchase dated 29 September 2022 (the “Offer to Purchase”). The Offers expired on 7 October 2022 at 4:00 p.m., London time (the “Expiration Time”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Offer to Purchase.
Results of the Offers
The Company hereby announces that $40,280,000 in aggregate principal amount (the Series Acceptance Amount) of the Issuer’s outstanding Senior Secured Notes at the Minimum Purchase Price, and $143,790,041 in aggregate principal amount (the Series Acceptance Amount) of the Issuer’s outstanding Second Lien Notes at various prices were validly tendered and accepted for purchase by the Issuer, subject to the terms and conditions described herein and the Offer to Purchase, for cash at prices determined pursuant to an Unmodified Dutch Auction Procedure. The total Tender Consideration is $200,000,629 excluding Accrued Interest. As the aggregate principal amount of the Senior Secured Notes validly tendered at the Minimum Purchase Price was above the Series Acceptance Amount for the Senior Secured Notes, the Issuer has applied a Scaling Factor of 11.0630% for the Senior Secured Notes, with all Senior Secured Notes tendered above the Minimum Purchase Price being rejected. In the event such scaling would result in either (i) the Issuer accepting Notes from the relevant Holder in an aggregate principal amount of less than $200,000 or (ii) the principal amount of Notes not purchased and returned back to the relevant Holder being an aggregate principal amount of less than $200,000, the Issuer has elected to accept such Tender Instructions in full, without applying a Scaling Factor.
There is no scaling on the Second Lien Notes validly tendered and accepted for purchase by the Issuer. Senior Secured Notes and Second Lien Notes tendered but not accepted for purchase will be returned back to the relevant Holders.
Settlement Date
In accordance with the Offer to Purchase, the settlement date in relation to the Offers is expected to be 11 October 2022 (the “Settlement Date”).
Settlement of the Offers and Other Relevant Information
On the Settlement Date, payment of the Tender Consideration will be made in immediately available funds delivered to the Clearing Systems for payment to the cash accounts of the relevant Direct Participants in the Clearing Systems. The Issuer will also pay the Accrued Interest in respect of all Notes validly tendered and delivered and purchased by the Issuer pursuant to the Offers for the period from (and including) the interest payment date of the Notes immediately preceding the Settlement Date to (but excluding) the Settlement Date. The deposit of such funds with the Clearing Systems will discharge the obligation of the Issuer to all Eligible Holders in respect of the above amounts represented by such funds.
Following settlement of the Offers, $1,143,720,000 in aggregate principal amount of the Senior Secured Notes and $222,316,776 in aggregate principal amount of the Second Lien Notes will remain outstanding. Notes validly tendered and accepted for purchase will be cancelled. Notes that were not successfully tendered for purchase pursuant to the Offers and the terms and conditions set out in the Offer to Purchase will remain outstanding and will remain subject to the terms and conditions of such Notes.
Holders who have tendered their Notes for purchase pursuant to the Offers are advised to check with the bank, securities broker, custodian, trust company, Direct Participant or other intermediary through which they hold their Notes to determine whether their tendered Notes have been accepted for purchase by the Issuer.
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 were 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
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Investors and Analysts |
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Sherief Bakr |
Director of Investor Relations |
+44 (0)7789 177547sherief.bakr@astonmartin.com
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Holly Grainger |
Deputy Head, Investor Relations |
+44 (0)7442 989551holly.grainger@astonmartin.com
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Media |
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Kevin Watters |
Director of Communications |
+44 (0)7764 386683kevin.watters@astonmartin.com
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Paul Garbett |
Head of Corporate and Brand Communications
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+44 (0)7501 380799paul.garbett@astonmartin.com |
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Grace Barnie |
Corporate Communications Manager |
+44 (0)7880 903490grace.barnie@astonmartin.com
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Tulchan Communications |
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Harry Cameron and Simon Pilkington
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+44 (0)20 7353 4200 |
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J.P. Morgan (Dealer Manager)
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Robert Constant James A. Kelly Natalie Day Netter Quentin Plessis
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+44 (0)20 7134 4353 |
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Barclays (Dealer Manager)
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Enrico Chiapparoli Lawrence Jamieson Alastair Blackman Arthur Schuetz |
+44 (0) 20 7623 2323 |
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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.