AML Aston Martin Lagonda Global Holdings Plc

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH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 (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This Announcement contains inside information within the meaning of Article 7(1) of the assimilated Regulation No. 596/2016 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented.

27 November 2024

Aston Martin Lagonda Global Holdings plc

("Aston Martin", or the "Company", or the "Group")

Successful share and private debt placings to support future growth and enhance liquidity by c. £210 million

Aston Martin is pleased to announce the results of its non-pre-emptive Placing (the "Placing") of new ordinary shares of £0.10 each in the capital of the Company (the "Ordinary Shares") announced on 26 November 2024, 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 a director of the Company (the "Director Subscription" and, together with the Placing and Retail Offer, the "Share Offering").

The Company also announces the successful private placement of additional senior secured notes (the "Debt Issuance"), totalling £100 million, underpinned by strong support from bond holders.  

The net proceeds from the Share Offering and Debt Issuance (together, the "Financing") are expected to provide Aston Martin with increased financial resilience and strength as the Company maximises the potential of its fully reinvigorated core portfolio of class-leading next generation models. It continues to invest in future growth opportunities and the proceeds of the Financing are also expected to be used by the Group to support capital investments related to the Company's electrification strategy, consistent with its plans to invest c. £2 billion over the five year period between 2023 and 2027, and to repay the borrowings under its existing super senior revolving credit facility, to pay fees and expenses and for general corporate purposes.

Through the Share Offering 111,249,416 new Ordinary Shares have been subscribed for, raising gross proceeds of approximately £111 million at a price of 100.00 pence per Ordinary Share (the "Placing Price"), which represents a discount of 7.3% to the closing share price of 107.90 pence on 26 November 2024.  Pursuant to the Share Offering:

·    110,000,000 new Ordinary Shares have been placed through a combination of the Placing and the Director Subscription, raising gross proceeds of £110 million; and

·    1,249,416 new Ordinary Shares have been subscribed for through the Retail Offer, raising gross proceeds of approximately £1.25 million.

The Ordinary Shares being issued together under the Share Offering (the "Offering Shares") represent approximately 13.5 per cent. of the existing share capital of the Company prior to the Share Offering.

Barclays Bank PLC, acting through its investment bank ("Barclays"), and Goldman Sachs International ("Goldman Sachs") are acting as joint global co-ordinators 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. Allocations were determined by an independent sub-committee of the Board.

Pursuant to the Director Subscription, one of the directors of the Company has agreed to subscribe for 1,000,000 Director Subscription Shares, representing a consideration of £1 million.

Applications will be made to the Financial Conduct Authority (the "FCA") and London Stock Exchange plc (the "LSE") respectively for the admission of the Offering Shares to listing in the equity shares (commercial companies) category 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 29 November 2024. 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 936,274,947. 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 936,274,947. 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.

Together with its affiliates, the Group's subsidiary Aston Martin Capital Holdings Limited (the "Issuer") has also privately placed £100 million aggregate principal amount of 10.375% senior secured notes due 2029 (the "Notes").

The Notes will constitute a new series of notes under the indenture dated March 21, 2024 (the "Indenture"), pursuant to which the Issuer's U.S. dollar-denominated 10.000% Senior Secured Notes due 2029 and pound sterling-denominated 10.375% Senior Secured Notes due 2029 (together, the "Existing Notes") were issued. The Notes will constitute a single class of debt securities under the Indenture with the Existing Notes, including with respect to waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to the Notes; provided, however, that the Notes will be issued as a separate series from the Existing Notes and will have different Common Codes and ISINs than the Existing Notes.

Adrian Hallmark, Aston Martin Chief Executive Officer commented:

"We thank our investors, including our strategic investors who continue to show strong support for the company, for their commitments and confidence in Aston Martin. With this financing successfully secured, we are now well positioned for growth, underpinned by the strength of our brand and the world-class product portfolio we have brought to market."

Lawrence Stroll, Executive Chairman Aston Martin commented:

"Aston Martin has made huge strategic progress since the Yew Tree Consortium first invested in the company in 2020, transforming our product offering, revitalising our brand and accelerating our business operations forward. With the strong backing of Aston Martin's strategic shareholders and the Board, Adrian now leads the Company into an exciting 2025 with a stronger and more resilient balance sheet, readying Aston Martin to deliver long-term value for all stakeholders."

Related party transaction

Yew Tree Overseas Limited ("Yew Tree") is a substantial shareholder in the Company for the purposes of the UK Listing Rules as a result of being entitled to exercise, or to control the exercise of, 20 per cent. or more 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 the UK Listing Rules. Yew Tree (on behalf of itself and certain other members of the Yew Tree Consortium) has agreed to subscribe for 50,500,000 new Ordinary Shares in the Placing, amounting to a total subscription of approximately £50.5 million.

The participation in the Placing by Yew Tree constitutes a notifiable related party transaction falling within UK Listing Rule 8.2.1R.  Accordingly, the Board of Directors of the Company (comprised for these purposes of independent Directors) confirms that it considers that Yew Tree's participation in the Placing is fair and reasonable as far as shareholders of the Company are concerned, and that the Board has been so advised by Goldman Sachs International as sponsor to the Company.

The person responsible for releasing this announcement on behalf of the Company is Liz Miles, Company Secretary.

Investors and Analysts

James Arnold                        Head of Investor Relations                                                +44 (0)7385 222347

                                                                                                                                          james.arnold@astonmartin.com

Ella South                               Investor Relations Analyst                                              +44 (0)7776 545420

                                                                                                                                          ella.south@astonmartin.com 

Media

Kevin Watters                       Director of Communications                                             +44 (0)7764 386683

                                                                                                                                           kevin.watters@astonmartin.com

Paul Garbett                          Head of Corporate & Brand Communications                 +44 (0)7501 380799

                                                                                                                                           paul.garbett@astonmartin.com

FGS Global

James Leviton and Jenny Bahr                                                                                           +44 (0)20 7251 3801

Barclays (Joint Global Coordinator, Joint Bookrunner and Corporate Broker)

Alastair Blackman                                                                                                               +44 (0)20 7623 2323

Tom Macdonald

Dominic Harper

Eoin Healy

Goldman Sachs (Joint Global Coordinator, Joint Bookrunner and Corporate Broker) 

Richard Cormack                                                                                                                  +44 (0)20 7774 1000

Bertie Whitehead

Christoph Hofer 

Hannah Mackey

Pre-Emption Group Reporting

The Share Offering 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).

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 26 November 2024 titled "Proposed share and private debt placings to support future growth and enhance liquidity by c. £210 million".

No action has been taken by the Company, Barclays, Goldman Sachs 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 Regulation (EU) 2017/1129 (the "Prospectus Regulation") or assimilated Regulation (EU) 2017/1129 as it forms part of the law of the United Kingdom 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 APPENDICES 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 INTENDED 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 Notes, Placing Shares or Director Subscription 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, Director Subscription and the Debt Issuance.

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.  The Notes will be offered only to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act, subject to prevailing market and other conditions. There is no assurance that the offering of Notes will be completed or, if completed, as to the terms on which it is completed. The Notes to be offered have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold, directly or indirectly, in the United States or to or for the account or benefit of U.S. persons, as such term is defined in Regulation S of the Securities Act, absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This Announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. 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.

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, Goldman Sachs 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 UK Listing Rules, FSMA, UK MAR, the DTRs, the rules of the London Stock Exchange or the FCA.

Barclays and Goldman Sachs 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 Goldman Sachs 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 Goldman Sachs 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.

In the ordinary course of their various business activities, the Banks and their respective Affiliates may hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) in the Company, the Group and their respective affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. In addition, certain of the Banks or their respective Affiliates are, or may in the future be, lenders, and in some cases agents or managers for the lenders, under certain of the Group's credit facilities and other credit arrangements. In their capacity as lenders, such lenders may, in the future, seek a reduction of a loan commitment to the Company or its Affiliates, or impose incremental pricing or collateral requirements with respect to such facilities or credit arrangements, in the ordinary course of business. Certain of the Banks or their respective Affiliates that have a lending relationship with the Company or its affiliates may routinely hedge their credit exposure to the Company or its affiliates consistent with their customary risk management policies. Further, some of the proceeds from the Financing may be used to repay indebtedness owed by the Company or its Affiliates to the Banks or their respective Affiliates.  Neither of the Banks intends to disclose the extent of any such investments, transactions or repayments otherwise than in accordance with any legal or regulatory obligation to do so.

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 Goldman Sachs 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 Share Offering. 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 Offering 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.