TIDMAML
RNS Number : 8777H
Aston Martin Lagonda Glob.Hldgs PLC
01 August 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM 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.
1 August 2023
Aston Martin Lagonda Global Holdings plc
("Aston Martin", the "Company" or the "Group")
Successful completion of share placing to accelerate net
leverage reduction
and support longer term growth
Aston Martin is pleased to announce the results of the
non-pre-emptive placing (the "Placing") of new ordinary shares of
GBP 0.10 each in the capital of the Company ("Ordinary Shares")
announced on 31 July 2023, as well as the concurrent offer made by
the Company for retail investors to subscribe for Ordinary Shares
via the PrimaryBid platform (the "Retail Offer") and the
subscription by certain members of the Board of Directors of the
Company (the "Director Subscription", together with the Placing and
Retail Offer, the "Share Offering").
The proceeds from the Placing allow the Company to further
deleverage its balance sheet, as well as providing an accelerated
pathway towards achieving its net leverage ratio targets and
becoming free cash flow positive from 2024, supported by a
significant interest cost reduction. In addition to the Company's
overall liquidity of c. GBP460 million at the end of H1 2023, the
proceeds also support capital investments related to the Company's
electrification strategy, consistent with its plans to invest c.
GBP2 billion over the next five years (2023-2027).
Through the Share Offering 58,245,957 new Ordinary Shares have
been subscribed for raising gross proceeds of GBP216.1 million at a
price of 371 pence per Ordinary Share (the "Placing Price") which
represents a discount of 6.2% to closing share price of 395p on 31
July 2023. Pursuant to the Share Offering:
-- 56,750,000 new Ordinary Shares have been placed through the
Placing, raising gross proceeds of GBP210.5 million;
-- 1,078,168 new Ordinary Shares have been subscribed for
through the Retail Offer, raising gross proceeds of GBP4.0 million;
and
-- 417,789 new Ordinary Shares have been subscribed for through
the Director Subscription, raising gross proceeds of GBP1.55
million.
The Ordinary Shares being issued together under the Share
Offering (the "Offering Shares") represent approximately 7.9 per
cent. of the existing ordinary share capital of the Company prior
to the Share Offering.
Barclays Bank PLC, acting through its investment bank
("Barclays") and J.P. Morgan Securities plc, which conducts its UK
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove") are acting as joint global coordinators and joint
bookrunners in connection with the Placing (the "Banks").
The Company consulted with a number of its major shareholders
prior to the Share Offering and has respected the principles of
pre-emption through the allocation process insofar as possible. The
Company is pleased by the strong support it has received from new
investors and existing shareholders.
Applications will be made to the Financial Conduct Authority
(the "FCA") and the London Stock Exchange plc (the "LSE")
respectively for the admission of the Offering Shares to listing on
the premium listing segment of the Official List of the FCA and to
trading on the main market for listed securities of the LSE
(together, "Admission"). It is expected that Admission will become
effective on or before 8.00 a.m. on 3 August 2023. The Share
Offering is conditional upon, amongst other things, Admission
becoming effective and upon the placing agreement not being
terminated in accordance with its terms prior to Admission. Both
the Retail Offer and the Director Subscription are conditional on
the Placing.
The Offering Shares will, when issued, be fully paid and rank
pari passu in all respects with the existing Ordinary Shares
including, without limitation, the right to receive all dividends
and other distributions declared, made or paid after the date of
issue.
Following the Placing, the Company shall be subject to a lock-up
for a period of 180 days following Admission, subject to waiver by
the Banks and certain customary carve-outs agreed between the Banks
and the Company.
Following Admission becoming effective, the total number of
shares in issue in the Company will be 795,311,512. The Company
currently holds no Ordinary Shares in treasury. Therefore,
following Admission becoming effective, the total number of voting
rights in the Company will be 795,311,512. This figure may be used
by shareholders as the denominator for the calculations by which
they determine if they are required to notify their interest in, or
a change in their interest in, the Company under the Disclosure
Guidance and Transparency Rules of the FCA.
Lawrence Stroll, Executive Chairman of Aston Martin, said :
"This successful share placing builds on the actions we have taken
to create shareholder value. Supported by the company's improved
financial position, the placing will allow us to meaningfully
deleverage the balance sheet and accelerate our journey to become
sustainably free cash flow positive.
"The tremendous backing from our largest shareholders along with
the strong appetite from institutional and retail investors also
demonstrates the continued confidence in Aston Martin and our
future direction. I would also like to thank my fellow investors in
the Yew Tree Consortium, PIF, Geely and Mercedes-Benz, for their
support as we accelerate our vision to be the world's most
desirable ultra-luxury British performance brand."
Related party transactions
Yew Tree Overseas Limited ("Yew Tree") is a substantial
shareholder in the Company for the purposes of the Listing Rules as
a result of being entitled to exercise, or to control the exercise
of, over 10 per cent. of the votes able to be cast at general
meetings of the Company. Yew Tree is therefore considered to be a
related party for the purposes of Listing Rules. Yew Tree has
agreed to subscribe for 11,804,000 Placing Shares in the Placing,
amounting to a total subscription of approximately GBP43.8 million.
The participation in the Placing by Yew Tree constitutes a
"smaller" related party transaction and falls within Listing Rule
11.1.10 R(1) and this announcement is therefore made in accordance
with Listing Rule 11.1.10R(2)(c).
The Public Investment Fund ("PIF") is a substantial shareholder
in the Company for the purposes of the Listing Rules as a result of
being entitled to exercise, or to control the exercise of, over 10
per cent. of the votes able to be cast at general meetings of the
Company. PIF is therefore considered to be a related party for the
purposes of Listing Rules. PIF has agreed to subscribe for
10,044,750 Placing Shares in the Placing, amounting to a total
subscription of approximately GBP37.3 million. The participation in
the Placing by PIF constitutes a "smaller" related party
transaction and falls within Listing Rule 11.1.10 R(1) and this
announcement is therefore made in accordance with Listing Rule
11.1.10R(2)(c).
Geely International (Hong Kong) Ltd ("Geely") is a substantial
shareholder in the Company for the purposes of the Listing Rules as
a result of being entitled to exercise, or to control the exercise
of, over 10 per cent. of the votes able to be cast at general
meetings of the Company. Geely is therefore considered to be a
related party for the purposes of Listing Rules. Geely has agreed
to subscribe for 4,043,126 Placing Shares in the Placing, amounting
to a total subscription of approximately GBP15.0 million. The
participation in the Placing by Geely constitutes a "smaller"
related party transaction and falls within Listing Rule 11.1.10
R(1) and this announcement is therefore made in accordance with
Listing Rule 11.1.10R(2)(c).
Mercedes-Benz AG ("MBAG") has been a substantial shareholder in
the Company during the 12 months prior to the date of this
announcement for the purposes of the Listing Rules as a result of
being entitled to exercise, or to control the exercise of, over 10
per cent. of the votes able to be cast at general meetings of the
Company during such period. MBAG is therefore considered to be a
related party for the purposes of Listing Rules. MBAG has agreed to
subscribe for 5,243,700 Placing Shares in the Placing, amounting to
a total subscription of approximately GBP19.5 million. The
participation in the Placing by MBAG constitutes a "smaller"
related party transaction and falls within Listing Rule 11.1.10
R(1) and this announcement is therefore made in accordance with
Listing Rule 11.1.10R(2)(c).
Pursuant to the Director Subscription, the following members of
the Board of Directors of the Company, have agreed to subscribe for
417,789 Director Subscriptions Shares in aggregate, representing an
aggregate consideration of GBP1,550,000:
Name Number of Director Subscriptions
Shares subscribed
Ahmed Al-Subaey 404,312
---------------------------------
Franz Reiner 13,477
---------------------------------
In addition, Yew Tree has agreed to subscribe for a further
15,699,607 Placing Shares in the Placing, amounting to a total
subscription of approximately GBP58.2 million, pursuant to its
commitment to partially underwrite the Placing. This subscription
for further Placing Shares is an arrangement under paragraph 6 of
LR 11 Annex 1, to which LR 11.1.7R to LR 11.1.10R do not apply.
Allocations were determined by an independent sub-Committee of
the Board.
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation EU 596/2016 as it forms
part of UK law by virtue of the European Union (Withdrawal) Act
2018. The person responsible for releasing this announcement on
behalf of Aston Martin Lagonda Global Holdings plc is Liz Miles,
Company Secretary.
Enquiries
Investors and Analysts
Sherief Bakr Director of Investor Relations +44 (0)7789 177547
sherief.bakr@astonmartin.com
Media
Kevin Watters Director of Communications +44 (0)7764 386683
kevin.watters@astonmartin.com
Paul Garbett Head of Corporate & Brand +44 (0)7501 380799
Communications paul.garbett@astonmartin.com
Barclays (Joint Global Coordinator,
Joint Bookrunner and Corporate Broker)
Enrico Chiapparoli
Alastair Blackman
Jon Bone
Dominic Harper +44 (0) 20 7623 2323
J.P. Morgan Cazenove (Joint Global
Coordinator, Joint Bookrunner and Corporate
Broker)
Robert Constant
James A. Kelly
Will Holyoak
Charles Oakes +44 (0)20 7742 4000
Pre-Emption Group Reporting
The Placing is a non-pre-emptive issue of equity securities for
cash and accordingly the Company makes the following post
transaction report in accordance with the most recently published
Pre-Emption Group Statement of Principles (2022).
Name of issuer Aston Martin Lagonda Global Holdings plc
Transaction details In aggregate, the Share Offering of 58,245,957
O ffering Shares represents approximately 7.9%
of the Company's issued ordinary share capital.
Settlement for the Offering Shares and Admission
are expected to take place on or before 8.00
a.m. on 3 August 2023.
---------------------------------------------------------
Use of proceeds The net proceeds of the Share Offering will
be used by the Company to facilitate the early
redemption of the Group's existing second lien
split coupon notes, due 2026, by early November
2023 as well as supporting ongoing capital investments
related to the Company's electrification strategy.
The early redemption of the second lien notes
by early November 2023 will enable the Company
to operate with increased financial flexibility
and improve free cash flow generation by reducing
its interest costs, contributing to the delivery
of sustainable free cash flow.
---------------------------------------------------------
Quantum of proceeds In aggregate across the Share Offering, the
Company raised gross proceeds of approximately
GBP216.1 million and net proceeds of approximately
GBP213.8 million.
---------------------------------------------------------
Discount The Placing Price of 3 71 pence represents a
discount of 6.2 per cent. to the closing share
price of 395 pence on 31 July 2023.
---------------------------------------------------------
Allocations Soft pre-emption has been adhered to in the
allocations process. Allocations were determined
by an independent sub-Committee of the Board,
and allocations were carried out in compliance
with the applicable allocation requirements
.
---------------------------------------------------------
Consultation The Company consulted with its major shareholders
who supported the Share Offering and gave certain
irrevocable undertakings as previously announced.
The Banks undertook a pre-launch wall-crossing
process with other select shareholders, to the
extent reasonably practicable and permitted
by law.
---------------------------------------------------------
Retail investors The Share Offering included the Retail Offer,
for a total of 1,078,168 Retail Offer Shares,
via the PrimaryBid platform.
Retail investors, who participated in the Retail
Offer, were able to do so at the same Placing
Price as all other investors participating in
the Placing and Director Subscription.
The Retail Offer was made available to existing
shareholders and new investors in the UK. Investors
were able to participate through PrimaryBid's
platform via its partner network (covering 60+
FCA registered intermediaries) and through PrimaryBid's
free-to-use direct channel. Investors had the
ability to participate in this transaction through
ISAs and SIPPs, as well as General Investment
Accounts (GIAs). This combination of participation
routes meant that, to the extent practicable
on the transaction timetable, eligible UK retail
investors (including certificated retail shareholders)
had the opportunity to participate in the Share
Offering alongside institutional investors.
Allocations in the Retail Offer were preferentially
directed towards existing shareholders in keeping
with the principle of soft pre-emption.
---------------------------------------------------------
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
Unless otherwise stated, defined terms in this Announcement have
the meanings ascribed to them in Appendix 2 of the announcement
released by the Company on 31 July 2023 titled 'Proposed Share
Placing'.
No action has been taken by the Company, Barclays, J.P. Morgan
Cazenove or any of their respective Affiliates, agents, directors,
officers or employees, or any person acting on its or their behalf,
that would permit an offer of the Offering Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Offering Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and each of the Banks to inform themselves about and to
observe any such restrictions.
No prospectus, offering memorandum, offering document, admission
document or other offering material has been or will be made
available in connection with the matters contained in this
Announcement and no such document is required (in accordance with
Prospectus Regulation (EU) 2017/1129) (the "Prospectus Regulation")
or the Prospectus Regulation as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended and
supplemented (the "UK Prospectus Regulation") to be published.
Persons needing advice should consult a qualified independent legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA OR JAPAN 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. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa or Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares or Director Subscriptions
Shares is being made in any such jurisdiction. Any failure to
comply with this restriction may constitute a violation of the
securities laws of such jurisdictions.
Members of the public are not eligible to take part in the
Placing. The Placing and this Announcement are directed only at
persons whose ordinary activities involve them in acquiring,
holding, managing and disposing of investments (as principal or
agent) for the purposes of their business and who have professional
experience in matters relating to investments and are: (i) if in a
member state of the European Economic Area (the "EEA"), "qualified
investors" within the meaning of article 2(e) of the Prospectus
Regulation ("Qualified Investors"); or (ii) if in the United
Kingdom, "qualified investors" within the meaning of article 2(e)
of the UK Prospectus Regulation who are also (a) persons who fall
within the definition of "investment professional" in article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or (b) persons who
fall within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Order, or (c) other
persons to whom it may otherwise be lawfully communicated (all such
persons referred to in (a), (b) and (c) together being referred to
as "Relevant Persons"). Any investment or investment activity to
which this Announcement relates is available only (i) in any member
state of the EEA, to Qualified Investors; and (ii) in the United
Kingdom, to Relevant Persons, and will only be engaged in with such
persons. This Announcement must not be acted on or relied on (i) in
any member state of the EEA, by persons who are not Qualified
Investors; and (ii) in the United Kingdom, by persons who are not
Relevant Persons.
The securities referred to herein have not been and will not be
registered under the US Securities Act 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold directly or indirectly in or into the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any other
jurisdiction of the United States. The Placing Shares are, subject
to certain exceptions, being offered and sold: (A) outside the
United States in accordance with Regulation S under the Securities
Act; and (B) inside the United States only to persons reasonably
believed to be "qualified institutional buyers" (as defined in Rule
144A of the Securities Act) in transactions not involving any
public offering within the meaning of Section 4(a)(2) of the
Securities Act pursuant to an exemption from the registration
requirements of the Securities Act. No public offering of
securities is being made in the United States. No money, securities
or other consideration from any person inside the United States is
being solicited and, if sent in response to the information
contained in this Announcement, will not be accepted.
No prospectus has been or will be filed with the securities
commission of any province or territory of Canada; no prospectus
has been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the
Republic of South Africa in relation to the Offering Shares and the
Offering Shares have not been, nor will they be, registered or
qualified for distribution under the securities laws of any state,
province or territory of Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the Offering Shares may not be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, the Republic of South Africa, or Japan or
any other jurisdiction in which such activities would be unlawful,
unless an exemption under the relevant securities laws is
applicable.
NOTICE TO CANADIAN INVESTORS
The Placing Shares may be sold only to purchasers purchasing, or
deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario),
as applicable, and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. The Company is not, and has no intention of
becoming, a "reporting issuer", as such term is defined under
Canadian securities laws, in any province or territory of Canada.
Any resale of the Placing Shares must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
The offering of the Placing Shares may be made on a private
placement basis in the provinces of Ontario, Québec, British
Columbia, Alberta and Manitoba, and is exempt from the requirement
that the Company prepare and file a prospectus with the relevant
securities regulatory authorities in Canada. No offer of securities
is made pursuant to this Announcement in Canada except to a person
who has represented to the Company and the Banks that such person:
(i) is purchasing as principal, or is deemed to be purchasing as
principal in accordance with applicable Canadian securities laws,
for investment only and not with a view to resale or distribution;
(ii) is an "accredited investor" as such term is defined in section
1.1 of National Instrument 45-106 Prospectus Exemptions or, in
Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario); and (iii) is a "permitted client" as such
term is defined in section 1.1 of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Placing Shares acquired by a
Canadian investor in this offering must be made in accordance with
applicable Canadian securities laws, which may vary depending on
the relevant jurisdiction, and which may require resales to be made
in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, cashflows, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
and (ii) business and management strategies and the expansion and
growth of the Company's operations. Such forward-looking statements
involve risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions, some of
which are outside of the Company's influence and/or control. Many
factors could cause actual results, performance or achievements to
differ materially from those projected or implied in any
forward-looking statements. The important factors that could cause
the Company's actual results, performance or achievements to differ
materially from those in the forward-looking statements include,
among others, economic and business cycles, the terms and
conditions of the Company's financing arrangements, foreign
currency rate fluctuations, competition in the Company's principal
markets, acquisitions or disposals of businesses or assets and
trends in the Company's principal industries. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date hereof. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements
in this Announcement may not occur. The forward-looking statements
contained in this Announcement speak only as of the date of this
Announcement. The Company, its Directors, Barclays, J.P. Morgan
Cazenove and their respective Affiliates and any person acting on
its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required to do so by applicable law or
regulation, the Listing Rules, FSMA, UK MAR, the DTRs, the rules of
the London Stock Exchange or the FCA.
Barclays and J.P. Morgan Cazenove are each authorised by the
Prudential Regulation Authority (the "PRA") and regulated in the
United Kingdom by the PRA and FCA. Each of Barclays and J.P. Morgan
Cazenove is acting exclusively for the Company and no one else in
connection with the Placing, the content of this Announcement and
any other matter described in this Announcement. Barclays and J.P.
Morgan Cazenove will not regard any other person as their
respective clients in relation to the Placing, the content of this
Announcement and any other matters described in this Announcement
and will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to their
respective clients or for providing advice to any other person in
relation to the Placing, the content of this Announcement or any
other matters referred to in this Announcement. The Banks are not
acting for the Company with respect to the Retail Offer or the
Director Subscription and will have no responsibilities, duties or
liabilities, whether direct or indirect, whether arising in tort,
contract or otherwise in connection with the Retail Offer or the
Director Subscription or to any person in connection with the
Retail Offer or the Director Subscription.
In connection with the Placing, each of the Banks and any of
their Affiliates, acting as investors for their own account or for
the account of their clients, may take up a portion of the Placing
Shares as a principal position and in that capacity may retain,
purchase, sell, offer to sell for their own accounts or for the
accounts of their clients such shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered,
acquired, subscribed for, placed or otherwise dealt in should be
read as including any issue or offer to, or acquisition, placing or
dealing by, each of the Banks and any of their Affiliates acting in
such capacity. In addition, each of the Banks and any of their
Affiliates may enter into financing arrangements (including swaps,
warrants or contracts for differences) with investors in connection
with which each of the Banks and any of their respective Affiliates
may from time to time acquire, hold or dispose of securities of the
Company. Neither of the Banks intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
Each of the Banks and their respective Affiliates may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its Affiliates for which they would have received customary
fees and commissions. Each of the Banks and their respective
Affiliates may provide such services to the Company and/or its
Affiliates in the future.
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. No
representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or
will be accepted by Barclays or J.P. Morgan Cazenove or by any of
their respective Affiliates or agents, or any person acting on its
or their behalf, as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. The
price of shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested
upon disposal of the Placing Shares. Past performance is no guide
to future performance. The contents of this Announcement are not to
be construed as legal, business, financial or tax advice. Each
investor 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.
Any indication in this Announcement of the price at which
securities (including the Ordinary Shares) have been bought or sold
in the past cannot be relied upon as a guide to future performance.
No statement in this Announcement is intended as a profit forecast
or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or
income, cash flow from operations or free cash flow for the
Company, as appropriate, for the current or future years would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
The Offering Shares to be issued or sold pursuant to the Share
Offering will not be admitted to trading on any stock exchange
other than the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules") and/or
any equivalent requirements elsewhere to the extent determined to
be applicable, and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any 'manufacturer'
(for the purposes of the UK Product Governance Rules) may otherwise
have with respect thereto, the Placing Shares have been subject to
a product approval process, which has determined that such Placing
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in Chapter 3
of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and
(ii) eligible for distribution through all permitted distribution
channels (the "UK Target Market Assessment"). Notwithstanding the
UK Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Banks will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment"). Notwithstanding the
EU Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The EU Target Market Assessment
is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the EU Target Market Assessment, the Banks
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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.
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END
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