TIDMAML
RNS Number : 3748C
Aston Martin Lagonda Glob.Hldgs PLC
10 October 2022
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 TER, 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
AstonMartin@investor.morrowsodali.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
Investors and Analysts
Sherief Bakr Director of Investor Relations +44 (0)7789 177547
sherief.bakr@astonmartin.com
Holly Grainger Deputy Head, Investor Relations +44 (0)7442 989551
holly.grainger@astonmartin.com
Media
Kevin Watters Director of Communications +44 (0)7764 386683
kevin.watters@astonmartin.com
Paul Garbett Head of Corporate and Brand Communications +44 (0)7501 380799
paul.garbett@astonmartin.com
Grace Barnie Corporate Communications Manager +44 (0)7880 903490
grace.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.
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END
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