TIDMAML
RNS Number : 6587H
Aston Martin Lagonda Global Hld PLC
07 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.
7 December 2020
Aston Martin Lagonda Global Holdings plc
("Aston Martin Lagonda", the "Company" or the "Group")
Announcement of Admission of Placing Shares and Tranche 1
Consideration Shares and Total Voting Rights
The Company today announces that, pursuant to the announcements
made by it on 18 November 2020 and 4 December 2020, 250,000,000
Placing Shares and 224,657,287 Tranche 1 Consideration Shares will
be admitted to listing on the premium listing segment of the
Official List of the Financial Conduct Authority and will be
admitted to trading on the London Stock Exchange plc's main market
for listed securities at 8.00 a.m. today.
In accordance with the FCA's Disclosure Guidance and
Transparency Rules, the Company also notifies that, as at 7
December 2020, the total issued share capital of Aston Martin
Lagonda Global Holdings plc following Admission will be
2,298,671,737 ordinary shares of GBP0.009039687 each with one
voting right per share. There are no ordinary shares held in
treasury.
Therefore, the total number of voting rights in Aston Martin
Lagonda Global Holdings plc following Admission will be
2,298,671,737. This figure should 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 of their
interest in, Aston Martin Lagonda Global Holdings plc under the
Disclosure Guidance and Transparency Rules.
As announced on 27 October 2020, the Warrants (granting rights
to subscribe for up to 126,647,852 Ordinary Shares) will be issued
today in accordance with the terms of the Warrant Instrument, a
summary of which was set out in the Prospectus.
Following the Admission of the 250,000,000 Placing Shares and
224,657,287 Tranche 1 Consideration Shares, (i) the proceeds of the
New Senior Secured Notes and the Second Lien Notes will be released
from escrow, (ii) the New Revolving Credit Facility Agreement will
become effective, (iii) the existing Revolving Credit Facility and
the CLBILS Loan will be repaid in full and cancelled and (iv) the
existing Senior Secured Notes will be redeemed in full.
Capitalised terms used not defined herein 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 Relations +44 (0)7771 976764
charlotte.cowley@astonmartin.com
Media
Kevin Watters Director of Communications +44 (0)7764 386683
kevin.watters@astonmartin.com
Grace Barnie Corporate Communication Manager +44 (0)7880 903490
grace.barnie@astonmartin.com
Tulchan Communications
Harry Cameron and Simon Pilkington +44 (0)20 73534200
Barclays (Sponsor and Financial Adviser)
Derek Shakespeare +44 (0)20 7623 2323
Enrico Chiapparoli
Tom Macdonald
Darren Johnson
J.P. Morgan Cazenove (Financial Adviser)
Robert Constant +44 (0)20 7742 4000
James A. Kelly
Will Holyoak
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.
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END
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