2 August 2024
Aston
Martin Lagonda Global Holdings plc
("Aston
Martin", the "Company" or the "Group")
Announcement of successful
private debt placing
Aston Martin is pleased to announce
the successful private placement of senior secured notes totaling
approximately £135 million (equivalent), further strengthening the
Company's financial position and supporting its long-term growth.
The net proceeds from the offering are expected to be used by the
Group to repay the borrowings under its existing super senior
revolving credit facility (the "RCF"), to pay fees and expenses and
for general corporate purposes.
Together with its affiliates, the
Group's subsidiary Aston Martin Capital Holdings Limited (the
"Issuer") has privately placed $90 million aggregate principal
amount of 10.000% senior secured notes due 2029 (the "Dollar
Notes") and £65 million aggregate principal amount of 10.375%
senior secured notes due 2029 (the "Sterling Notes", and, together
with the Dollar Notes, the "Notes").
The Notes constitute a further
issuance of the Issuer's 10.000% Senior Secured Notes due 2029 (the
"Existing Dollar Notes") and the Issuer's 10.375% Senior Secured
Notes due 2029 (the "Existing Sterling Notes", and, together with
the Existing Dollar Notes, the "Existing Notes"), in each case,
issued on March 21, 2024. The Dollar Notes will constitute a single
class of debt securities under the indenture dated March 21, 2024
(the "Indenture") with the Existing Dollar Notes. The Sterling
Notes will constitute a single class of debt securities under the
Indenture with the Existing Sterling Notes. The Notes will vote as
a single series with respect to waivers, amendments, redemptions
and offers to purchase, except as otherwise specified with respect
to the Notes.
Doug Lafferty, Aston Martin
Chief Financial Officer commented:
"Last week at our first half 2024
results we highlighted the positive progress made by Aston Martin
so far this year as we continue to execute our immense product
transformation, which will support volume growth and sustainable
positive free cash flow generation later this year.
"Following positive feedback after
the results from the capital markets with encouraging demand from
the Company's existing bond holders, we are pleased to announce
today that we have successfully priced a £135m equivalent private
placement. These new Senior Secured Notes, along with the
refinancing completed in March 2024, provide Aston Martin with
additional liquidity as we continue an exciting second half of the
year."
Inside Information
This announcement contains inside
information within the meaning of Article 7(1) of the EU Market
Abuse Regulation No. 596/2016 as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018 ("EUWA"). The person
responsible for releasing this announcement on behalf of Aston
Martin is Liz Miles, Company Secretary.
Cautionary Statement
The Notes will be offered only to
non-U.S. persons outside the United States pursuant to Regulation S
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), subject to prevailing market and other conditions. There is
no assurance that the offering 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 press release 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.
The Notes are not intended to be
offered, sold or otherwise made available to, and should not be
offered, sold or otherwise made available to, any retail investor
in the European Economic Area ("EEA") or in the United Kingdom. For
these purposes, a "retail investor" in the EEA means a person who
is one (or more) of: (i) a "retail client" as defined in point (11)
of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"),
(ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II or (iii) not a "qualified
investor" as defined in Regulation (EU) 2017/1129 (as amended, the
"Prospectus Regulation"). A "retail investor" in the UK means a
person who is one (or more) of: (i) a "retail client" as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of UK domestic law by virtue of EUWA, (ii) a customer within
the meaning of the provisions of the Financial Services and Markets
Act 2000 (as amended, "FSMA") and any rules or regulations made
under the FSMA to implement the Insurance Distribution Directive,
where that customer would not qualify as a professional client as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014
as it forms part of UK domestic law by virtue of the EUWA or (iii)
not a "qualified investor" as defined in Article 2 of the
Prospectus Regulation, as it forms part of UK domestic law by
virtue of the EUWA (the "UK Prospectus Regulation").
This announcement does not
constitute and shall not, in any circumstances, constitute a public
offering nor an invitation to the public in connection with any
offer within the meaning of the Prospectus Regulation and the UK
Prospectus Regulation. The offer and sale of the Notes will be made
pursuant to an exemption under the Prospectus Regulation and the UK
Prospectus Regulation from the requirement to produce a prospectus
for offers of securities.
The manufacturer target market
(MIFID II product governance and UK MiFIR product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs or UK PRIIPs key information
document (KID) has been prepared as the Notes are not available to
retail clients in the EEA or in the United Kingdom.
This communication does not
constitute an offer of securities to the public in the United
Kingdom and is being distributed only to, and is directed only at
persons who are "qualified investors" (as defined in the UK
Prospectus Regulation) who are (i) persons having professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Order"), or (ii)
high net worth entities falling within Article 49(2)(a) to (d) of
the Order, or (iii) outside the United Kingdom; or (iv) persons to
whom it would otherwise be lawful to distribute it, all such
persons together being referred to as "Relevant Persons"). In the
UK, any investment or investment activity to which this
communication relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. Any person who is
not a Relevant Person should not act or rely on this communication
or any of its contents.
Forward-Looking Statements
This press release may include
forward-looking statements. These forward-looking statements can be
identified by the use of forward-looking terminology, including the
terms "believes," "estimates," "anticipates," "expects," "intends,"
"may," "will" or "should" or, in each case, their negative, or
other variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts and
include statements regarding the Group's or its affiliates'
intentions, beliefs or current expectations concerning, among other
things, the Group's or its affiliates' results of operations,
financial condition, liquidity, prospects, growth, strategies and
the industries in which they operate. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Readers are cautioned that forward-looking
statements are not guarantees of future performance and that the
Group's or its affiliates' actual results of operations, financial
condition and liquidity, and the development of the industries in
which they operate may differ materially from those made in or
suggested by the forward-looking statements contained in this press
release. In addition, even if the Group's or its affiliates'
results of operations, financial condition and liquidity, and the
development of the industries in which they operate are consistent
with the forward-looking statements contained in this press
release, those results or developments may not be indicative of
results or developments in subsequent periods.
Enquiries
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 and
+44 (0) 7501 380799
Brand Communications
paul.garbett@astonmartin.com
FGS
Global
James Leviton and Jenny Bahr
+44 (0) 20 7251 3801