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Aston Martin Lagonda Global Holdings PLC

Aston Martin Lagonda - Publication of a Prospectus

RNS Number : 3682E
Aston Martin Lagonda Global Hld PLC
27 February 2020
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, CHINA OR SOUTH AFRICA

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS WILL SHORTLY BE AVAILABLE FROM THE REGISTERED OFFICE OF THE COMPANY AND ON ITS WEBSITE AT WWW.ASTONMARTINLAGONDA.COM.

 

27 February 2020

 

Aston Martin Lagonda Global Holdings plc

Announcement of publication of prospectus and circular

 

Further to the announcement earlier today by Aston Martin Lagonda Global Holdings plc (the "Company" or "Aston Martin Lagonda") relating to the equity raising of approximately £500m. The Company is pleased to announce that the Prospectus and Circular (the "Prospectus") has been approved by the Financial Conduct Authority and has been published.

 

The Prospectus will be posted to Shareholders that have elected to receive hard copies of shareholder documentation as soon as practicable.

 

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The Prospectus is also available for inspection at the Company's registered office at Banbury Road, Gaydon, Warwick, CV35 0DB and on the Company's website: www.astonmartinlagonda.com.

 

The defined terms set out in the Prospectus apply in this Announcement.

 

 

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

Toby Bates                 Senior Adviser, Financial Communications             +44 (0)7584 773837

                                                                                                                   toby.bates1@astonmartin.com

Grace Barnie              Corporate Communication Manager                       +44 (0)7880 903490

                                                                                                                   grace.barnie@astonmartin.com

Brunswick                                                                                                                                                                          

Dan Roberts, Andrew Porter, Diana Vaughton                                           +44 (0)20 7404 5959 
                                                                                                                    
astonmartin@brunswickgroup.com

 

 

Morgan Stanley (Sole Financial Adviser, Sponsor, Joint Global Co-ordinator and Joint Bookrunner)
Andrew Foster                                                                                                      +44 (0)20 7425 8000

Mark Rawlinson

Anthony Zammit

Martin Thorneycroft

 

Deutsche Bank (Joint Global Co-ordinator and Joint Bookrunner)   

Matt Hall                                                                                                                +44 (0)20 7545 8000

Saadi Soudavar

Reinhard Kuehn

Mark Hankinson

 

J.P. Morgan Cazenove (Joint Global Co-ordinator and Joint Bookrunner)        

Robert Constant                                                                                                   +44 (0)20 7742 4000

Virginia Khoo

Luca Santini

Alex Watkins

 

 

IMPORTANT NOTICE

 

Defined terms used in the announcement published by the Company this morning in respect of the Rights Issue shall have the same meanings when used in this announcement unless the context requires otherwise.

 

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 but an advertisement. 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. Investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Shares referred to in this announcement except on the basis of the information contained in the Prospectus published by the Company in connection with the Rights Issue.

 

A copy of the Prospectus is available from the registered office of the Company and on its website at www.astonmartinlagonda.com. 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. The Prospectus will provide further details of the New Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

 

This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The Nil Paid Rights, the Fully Paid Rights, the New Shares and the Provisional Allotment Letters have not been and will not 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, 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. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights or the New Shares in the United States. Subject to certain limited exceptions, Provisional Allotment Letters have not been, and will not be, sent to, and Nil Paid Rights have not been and will not be credited to the CREST account of, any Qualifying Shareholder with a registered address in or that is located in the United States.  None of the New Shares, the Nil Paid Rights, the Fully Paid Rights, Provisional Allotment Letters or the Form of Proxy, this announcement or any other document connected with the Rights Issue 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 the offering of the New Shares, the Nil Paid Rights, the Fully Paid Rights, Provisional Allotment Letters, the Form of Proxy or the accuracy or adequacy of this announcement or any other document connected with the Rights Issue. 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 any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights 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.

 

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, this announcement, the Prospectus (once published) and the Provisional Allotment Letters (once printed) should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

 

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or if and when published the Prospectus.  This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. 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

 

Morgan Stanley & Co. International plc ("Morgan Stanley") is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and Financial Conduct Authority. Morgan Stanley is acting as financial adviser to Aston Martin Lagonda Global Holdings plc in relation to the Placing and Rights Issue, will not regard any other person as a client in relation to the Placing and Rights Issue and will not be responsible to anyone other than Aston Martin Lagonda Global Holdings plc for providing the protections afforded to clients of Morgan Stanley nor for providing advice to any such other person.

 

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority (the "PRA"). It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Deutsche Bank AG, acting through its London branch ("Deutsche Bank"), is acting as Corporate Broker to Aston Martin Lagonda and no other person in connection with the contents of this Announcement. Neither Deutsche Bank, nor any of its subsidiaries, branches or affiliates will be responsible to any person other than Aston Martin Lagonda for providing any of the protections afforded to clients of Deutsche Bank nor for providing advice in relation to any matters referred to in this Announcement.

 

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 as Corporate Broker to Aston Martin Lagonda Global Holdings plc and no other person in connection with this announcement 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 any matters referred to in this announcement.

 

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 SHL Capital (UK) Limited (an affiliate of Yew Tree) and no one else in connection with the transaction referred to herein and will not be responsible to anyone other than SHL Capital (UK) Limited for providing the protections afforded to clients of Barclays nor for providing advice in relation to the transaction referred to herein or any other matter referred to in this announcement.

 

None of Morgan Stanley,  Deutsche Bank, J.P. Morgan Cazenove or 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 Morgan Stanley, Deutsche Bank, J.P. Morgan Cazenove or Barclays in connection with this Announcement, any statement contained herein, or otherwise.


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