Rump Placing Announcement
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 the Rump Placing
Following the announcement on 28 September 2022 regarding valid acceptances under the fully underwritten Rights Issue announced by Aston Martin Lagonda on 5 September 2022, the Company confirms that J.P. Morgan Securities plc, Barclays Bank PLC, Credit Suisse International and Deutsche Bank AG, London Branch, in their capacity as Underwriters, have procured subscribers for all of the 31,737,331 New Ordinary Shares for which valid acceptances were not received, representing approximately 5.7 per cent. of the New Ordinary Shares, at a price of 132 pence per New Ordinary Share (the "Placing Price"). Capitalised terms used but not defined herein have the meanings assigned to them in the prospectus published on 5 September 2022 (the "Prospectus").
The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Issue Price of 103 pence per New Ordinary Share and the expenses of procuring subscribers including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable) will be paid (without interest) to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5.00 will not be paid to such persons but will be aggregated and paid to the Company.
The Company also notes that: (i) The Public Investment Fund has subscribed for 14,000,000 New Ordinary Shares at the Placing Price, for an aggregate consideration of £18,480,000; and (ii) Yew Tree Overseas Limited has subscribed for 4,860,469 New Ordinary Shares at the Placing Price, for an aggregate consideration of £6,415,819. The Public Investment Fund and Yew Tree Overseas Limited are both related parties of the Company and these transactions constitute smaller related party transactions for the Company under Listing Rule 11.1.10R.
Enquiries
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Investors and Analysts |
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Sherief Bakr |
Director of Investor Relations |
+44 (0)7789 177547
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Holly Grainger |
Deputy Head, Investor Relations |
+44 (0)7442 989551
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Media |
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Kevin Watters |
Director of Communications |
+44 (0)7764 386683
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Paul Garbett |
Head of Corporate and Brand Communications
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+44 (0)7501 380799 |
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Grace Barnie |
Corporate Communications Manager |
+44 (0)7880 903490
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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 Cazenove (Joint Global Coordinator, Joint Bookrunner, Sole Sponsor and Corporate Broker)
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Robert Constant James A. Kelly Will Holyoak Charles Oakes |
+44 (0)20 7742 4000 |
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Barclays (Joint Global Coordinator, Joint Bookrunner and Corporate Broker)
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Enrico Chiapparoli Lawrence Jamieson Alastair Blackman Arthur Schuetz |
+44 (0) 20 7623 2323 |
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Credit Suisse International (Joint Bookrunner)
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Matt Hall Nick Koemtzopoulos Omri Lumbroso Sebastian Barleben |
+44 (0) 20 7888 8888 |
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Deutsche Bank AG, London Branch (Joint Bookrunner)
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Derek Shakespeare Mark Hankinson Jochen Gehrke Paul Frankfurt |
+44 (0) 20 7545 8000 |
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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
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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 Underwriters 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).
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