TIDMAML
RNS Number : 6044H
Aston Martin Lagonda Global Hld PLC
04 December 2020
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.
4 December 2020
Aston Martin Lagonda Global Holdings plc
("Aston Martin Lagonda", the "Company" or the "Group")
Results of the General Meeting
Further to the announcement on 18 November 2020, the Company
announces that, at the General Meeting held earlier today, the
resolutions set out in the Notice of General Meeting (the
"Resolutions") contained in the combined prospectus and circular
published by the Company on 18 November 2020 (the "Prospectus")
were duly passed without amendment on a poll by the requisite
majorities of shareholders of the Company.
Resolutions 3, 6, 9, 10 and 11 were passed as special
resolutions and the full text of the Resolutions is set out in the
Notice of General Meeting.
Details of the total votes received in relation to the
Resolutions (representing 52.44% of the issued share capital of
1,824,014,450 ordinary shares) are as follows:
RESOLUTION VOTES
FOR* AGAINST** WITHHELD*** TOTAL
----------------------- -------------------- ------------- -------------
Votes % Votes % Votes
------------- -------- ----------- ------- ------------- -------------
To authorise the
Directors to implement
the Strategic
Cooperation and
allot the Consideration
1 Shares 951,988,221 99.63% 3,519,421 0.37% 1,042,353 955,507,642
----------------------------- ------------- -------- ------- -------------
To authorise the
Directors to allot
2 the Placing Shares 951,997,229 99.63% 3,541,413 0.37% 1,011,353 955,538,642
----------------------------- ------------- -------- ------- -------------
To authorise the
Directors to disapply
pre-emption rights
in connection
3 with the Placing 951,956,534 99.63% 3,563,951 0.37% 1,029,510 955,520,485
----------------------------- ------------- -------- ------- -------------
To approve the
related party
transaction in
connection with
4 the Placing**** 495,960,049 99.29% 3,535,216 0.71% 1,055,455 499,495,265
----------------------------- ------------- -------- ------- -------------
To authorise the
Directors to allot
shares in connection
with the Warrants
5 Issue 951,993,574 99.63% 3,514,199 0.37% 1,042,222 955,507,773
----------------------------- ------------- -------- ------- -------------
To authorise the
Directors to disapply
pre-emption rights
in connection
with the Warrants
6 Issue 951,985,561 99.63% 3,515,036 0.37% 1,049,398 955,500,597
----------------------------- ------------- -------- ------- -------------
To authorise the
subdivision and
consolidation
of shares in connection
with the Capital
7 Reorganisation 952,054,521 99.64% 3,479,354 0.36% 1,007,733 955,533,875
----------------------------- ------------- -------- ------- -------------
To renew existing
share allotment
authority to account
for the effect
of the Capital
8 Reorganisation 951,938,733 99.62% 3,597,632 0.38% 1,013,630 955,536,365
----------------------------- ------------- -------- ------- -------------
To renew existing
pre-emption disapplication
authority to account
for the effect
of the Capital
9 Reorganisation 951,981,128 99.63% 3,553,586 0.37% 1,015,281 955,534,714
----------------------------- ------------- -------- ------- -------------
To renew existing
additional pre-emption
disapplication
authority to account
for the effect
of the Capital
10 Reorganisation 951,986,578 99.63% 3,547,936 0.37% 1,015,481 955,534,514
----------------------------- ------------- -------- ------- -------------
To renew existing
share buyback
authority to account
for the effect
of the Capital
11 Reorganisation 952,032,322 99.63% 3,509,577 0.37% 1,008,096 955,541,899
----------------------------- ------------- -------- ------- -------------
* Votes in favour include votes where the Chair of the General
Meeting was given discretion regarding how to vote.
** Percentages are expressed as a proportion of total votes cast
(which does not include votes withheld).
*** A 'vote withheld' is not a vote under English law and is not
counted in the calculation of votes 'for' and 'against' the
Resolutions.
**** In accordance with the Listing Rules, the Yew Tree
Consortium, their associates (as defined in the Listing Rules) and
the Consortium Directors were not permitted to vote on Resolution 4
concerning the related party transaction.
The passing of the Resolutions will enable the Company to
proceed with the Placing, Strategic Cooperation, Warrants Issue,
Financing Transactions and Capital Reorganisation.
Following the passing of the Resolutions, 83,333,333 Placing
Shares will be issued to institutional placees, 40,000,000 Placing
Shares will be issued to Yew Tree Overseas Limited, 60,000,000
Placing Shares will be issued to Zelon Holdings Inc., 66,666,667
Placing Shares will be issued to Permian Investment Partners, LP,
and 224,657,287 Tranche 1 Consideration Shares will be issued to
Mercedes-Benz AG.
The Placing, Strategic Cooperation and Financing Transactions
remain conditional upon, amongst other things, Admission of the
Placing Shares and Tranche 1 Consideration Shares becoming
effective by not later than 8.00 a.m. on 7 December 2020 (or such
later time and/or date as the Joint Global Co-ordinators and the
Company may agree).
Applications have been made to the FCA for 250,000,000 Placing
Shares and 224,657,287 Tranche 1 Consideration Shares to be
admitted to the premium listing segment of the Official List and to
the London Stock Exchange for such Placing Shares and Tranche 1
Consideration Shares to be admitted to trading on the main market
for listed securities. The Placing Shares and the Tranche 1
Consideration Shares will be issued under the authority granted by
the Resolutions at today's General Meeting.
It is expected that Admission of the Placing Shares and Tranche
1 Consideration Shares will take place at 8.00 a.m. on 7 December
2020.
As set out in the expected timetable of principal events in
connection with the General Meeting contained in the Prospectus,
and in the announcement made by the Company on 18 November 2020,
the Record Date for the Capital Reorganisation is 6.00 p.m. on 11
December 2020.
A copy of the Resolutions passed at the General Meeting has been
submitted to the National Storage Mechanism in accordance with
Listing Rule 9.6.2R and will be available for inspection at
http://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Prospectus,
which is available on the Company's website (
www.astonmartinlagonda.com/investors/October-2020-Placing ).
Enquiries
Investors and Analysts
Charlotte Cowley Director of Investor +44 (0)7771 976764
Relations charlotte.cowley@astonmartin.com
Media
Kevin Watters Director of Communications +44 (0)7764 386683
kevin.watters@astonmartin.com
Grace Barnie Corporate Communication +44 (0)7880 903490
Manager grace.barnie@astonmartin.com
Tulchan Communications
Harry Cameron and Simon Pilkington +44 (0)20 73534200
Barclays (Sponsor and Financial
Adviser)
Derek Shakespeare
Enrico Chiapparoli
Tom Macdonald
Darren Johnson +44 (0)20 7623 2323
J.P. Morgan Cazenove (Financial
Adviser)
Robert Constant
James A. Kelly
Will Holyoak +44 (0)20 7742 4000
IMPORTANT NOTICE
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 on the Company's website
at www.astonmartinlagonda.com/investors/October-2020-Placing .
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 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 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ROMEANALELNEFEA
(END) Dow Jones Newswires
December 04, 2020 04:51 ET (09:51 GMT)
Aston Martin Lagonda Glo... (LSE:AML)
Historical Stock Chart
From Jul 2024 to Jul 2024
Aston Martin Lagonda Glo... (LSE:AML)
Historical Stock Chart
From Jul 2023 to Jul 2024
