Publication of a Prospectus
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
18 November 2020
Aston Martin Lagonda Global Holdings plc
Announcement of publication of prospectus and circular
Further to the announcement on 27 October 2020 by Aston Martin Lagonda Global Holdings plc (the "Company" or "Aston Martin Lagonda") relating to the Strategic Cooperation Agreement and the Financing Transactions, the Company is pleased to announce that the combined prospectus and circular (the "Prospectus") referred to in that announcement has been approved by the Financial Conduct Authority and has been published today.
The Prospectus will be posted to Shareholders that have elected to receive hard copies of shareholder documentation as soon as practicable.
The Prospectus also includes a notice of a general meeting of the Company, to be held in connection with the proposed Transactions at 9.30 a.m. on 4 December 2020 at the Company's registered office at Banbury Road, Gaydon, Warwick, CV35 0DB (the "General Meeting"). Shareholders are reminded to review carefully the actions to be taken by them in connection with the General Meeting, which are detailed in the Prospectus. An expected timetable of principal events in connection with the General Meeting is also set out at the bottom of this Announcement.
A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Prospectus is also available for inspection at the Company's registered office at Banbury Road, Gaydon, Warwick, CV35 0DB and on the Company's website: www.astonmartinlagonda.com/investors/October-2020-Placing.
The defined terms set out in the Prospectus apply in this Announcement.
Investors and Analysts
Charlotte Cowley Director of Investor Relations +44 (0)7771 976764
Kevin Watters Director of Communications +44 (0)7764 386683
Grace Barnie Corporate Communication Manager +44 (0)7880 903490
Harry Cameron and Simon Pilkington +44 (0)20 73534200
Barclays (Sponsor and Financial Adviser)
Derek Shakespeare +44 (0)20 7623 2323
J.P. Morgan Cazenove (Financial Adviser)
Robert Constant +44 (0)20 7742 4000
James A. Kelly
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.
This announcement is not a prospectus and is for information purposes only. Neither this announcement nor anything contained in it shall form the basis of, or be relied upon in conjunction with, any offer or commitment whatsoever in any jurisdiction.
A copy of the Prospectus is available from the registered office of the Company and on its website at www.astonmartinlagonda.com. 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.
This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. None of the securities referred to in this announcement or in the Prospectus have been and 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 may not be offered, sold, taken up, exercised, resold, 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. There will be no public offer of any such securities in the United States. None of the securities referred to in this announcement or in the Prospectus, nor the Form of Proxy, this announcement or any other document connected with the matters discussed in this announcement or in the Prospectus 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 such securities or documents or the accuracy or adequacy of this announcement or any other such document. Any representation to the contrary is a criminal offence in the United States.
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 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.
The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, neither this announcement nor the Prospectus should be distributed, forwarded to or transmitted in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations.
The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Notice to all investors
Barclays Bank PLC, acting through its investment bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and no one else in connection with the Admission of the Tranche 1 Consideration Shares and the Placing Shares and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Barclays nor for providing advice in relation to Admission of the Tranche 1 Consideration Shares and the Placing Shares or any transaction, matter or arrangement referred to in this announcement or in the Prospectus.
J.P. Morgan Securities plc (which conducts its UK investment banking business as "J.P. Morgan Cazenove") is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and Financial Conduct Authority. J.P. Morgan Cazenove is acting exclusively for the Company and no one else in connection with the Strategic Cooperation and will not be responsible to anyone other than Aston Martin Lagonda Global Holdings plc for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice to any person in relation to the Strategic Cooperation or any matter or arrangement referred to in this announcement or in the Prospectus.
None of Barclays or J.P. Morgan Cazenove, 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 Barclays or J.P. Morgan Cazenove in connection with this Announcement, any statement contained herein, or otherwise.
Expected timetable of principal events
Publication and posting of the Prospectus, which contains the notice of General Meeting, the Form of Proxy or a Voting Instruction Form
18 November 2020
Latest time and date for receipt of electronic voting instruction in respect of the AML Nominee Service Shareholders
9.30 a.m. on 1 December 2020
Latest time and date for receipt of Forms of Proxy, submission of CREST Proxy Instructions or registration to vote electronically
9.30 a.m. on 2 December 2020
Record date for the General Meeting
6.30 p.m. on 2 December 2020
9.30 a.m. on 4 December 2020
Admission of, and dealings commence in, the Placing Shares and the Tranche 1 Consideration Shares/completion of the Financing Transactions
8.00 a.m. on 7 December 2020
Issuance of Warrants (as part of the Financing Transactions)
7 December 2020
Latest time for dealings in Existing Ordinary Shares
Close of business on 11 December 2020
Record Date for the Capital Reorganisation
6.00 p.m. on 11 December 2020
Admission of, and dealings commence in, the Consolidated Shares
8.00 a.m. on 14 December 2020
CREST accounts credited with Consolidated Shares (for Shareholders holding in uncertificated form only)
On or soon after 8.00 a.m. on 14 December 2020
Despatch of definitive certificates for Consolidated Shares in certificated form
Not later than 23 December 2020
Despatch of cheques in relation to fractional entitlements and certificates for Consolidated Shares; CREST accounts credited with the value of fractional entitlements
Not later than 23 December 2020
Despatch of cheques or payments made to the mandated accounts in relation to fractional entitlements due to participants in the AML Nominee Service
Not later than 23 December 2020
Beginning of Warrant Exercise Period
1 July 2021