Issue of Equity

Aston Martin Lagonda Glob.Hldgs PLC

26 November 2024

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH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.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

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

26 November 2024

Aston Martin Lagonda Global Holdings plc

("Aston Martin" or the "Company")

Retail Offer via PrimaryBid

 

(the "Retail Offer")

●   Aston Martin announces a conditional offer for subscription of new Ordinary Shares via PrimaryBid

●   The issue price for the new Ordinary Shares will be determined at the close of the bookbuilding process;

●   Investors can take part through PrimaryBid's extensive network of retail brokers, wealth managers and investment platforms, (subject to such partners' participation)

●   The Retail Offer is available to both existing shareholders and new investors. The Company intends to prioritise applications by existing shareholders

●   There is a minimum subscription of £250 per investor in the Retail Offer

●   No commission will be charged by PrimaryBid on applications to the Retail Offer

Retail Offer

Aston Martin is pleased to announce, a conditional offer for subscription of new ordinary shares of 10 pence each in the capital of the Company ("Ordinary Shares") via PrimaryBid (the "Retail Offer"). The Company is also conducting a placing of new Ordinary Shares by way of an accelerated bookbuilding process (the "Placing") as announced earlier today (the "Placing Announcement"). The issue price of the new Ordinary Shares to be issued pursuant to the Retail Offer and the Placing will be determined following the close of the bookbuilding process (the "Placing Price"). The issue price for the new Ordinary Shares to be issued pursuant to the Retail Offer will be the Placing Price.

In conjunction with the Placing and the Retail Offer, certain directors of the Company intend to subscribe for new Ordinary Shares at the Placing Price (the "Subscription", and together with the Placing and the Retail Offer, the "Share Offering").

The Retail Offer is conditional on the new Ordinary Shares to be issued pursuant to the Retail Offer and the Placing being admitted to listing in the Equity Shares (Commercial Companies) category of the Official List of the Financial Conduct Authority and admitted to trading on the main market for listed securities of London Stock Exchange plc ("Admission"). Admission is expected to take place at 8.00 a.m. on 29 November 2024. The Retail Offer will not be completed without the Placing also being completed. 

The net proceeds raised from the Placing and Debt Issuance (as described and defined in the Placing Announcement) (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.

Reasons for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer within the Company's existing authorities from shareholders for non-pre-emptive offers so as to minimise cost and time to completion, the Company values its retail investor base and is therefore pleased to provide retail investors with the opportunity to participate in the Retail Offer in line with the Pre-Emption Group guidelines.

Existing shareholders and new investors can access the Retail Offer through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. A list of PrimaryBid's distribution partners can be found here.

Some partners may only accept applications from existing shareholders and/or existing customers.

After consideration of the various options available to it, the Company believes that the separate Retail Offer is in the best interests of shareholders, as well as wider stakeholders in the Company.

The Retail Offer will open to investors resident and physically located in the United Kingdom following the release of this Announcement. The Retail Offer is expected to close at the same time as the Placing and may close early if it is oversubscribed.

There is a minimum subscription amount of £250 per investor in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection. The Company intends to prioritise applications by existing shareholders.

Investors wishing to apply for new Ordinary Shares should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process (including for using their ISA, SIPP or GIA) and any relevant fees or charges.

The new Ordinary Shares to be issued pursuant to the Retail Offer will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passuin all respects with the new Ordinary Shares to be issued pursuant to the Placing and the Company's existing Ordinary Shares.

Brokers wishing to offer their customers access to the Retail Offer and future PrimaryBid transactions, should contact [e-mail].

Enquiries

Investors and Analysts

James Arnold                       Head of Investor Relations                                                               [phone]

                                                                                                                                                [e-mail]

Ella South                             Investor Relations Analyst                                                                [phone]

                                                                                                                                                [e-mail] 

Media

Kevin Watters                      Director of Communications                                            [phone]

                                                                                                                                                [e-mail]

Paul Garbett                         Head of Corporate & Brand Communications             [phone]

                                                                                                                                                [e-mail]

FGS Global

James Leviton and Jenny Bahr                                                                                        [phone]

PrimaryBid Limited

Nick Smith/James Deal                                                                                                      [e-mail]

Important notices

It is a term of the Retail Offer that the aggregate value of the new Ordinary Shares available for subscription at the Issue Price does not exceed €8,000,000 equivalent (approximately £6.6 million). Accordingly, the Company is not required to publish, and has not published, a prospectus in connection with the Retail Offer as it falls within the exemption set out in the FCA's Prospectus Regulation Rules

The Retail Offer is offered under the exemptions from the need for a prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules, or for approval of the same by the Financial Conduct Authority (as competent authority under 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 Retail Offer is not being made into the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where it would be unlawful to do so. In particular, the Retail Offer is being made only to persons who are, and at the time the new Ordinary Shares are made available for subscription in the Retail Offer, will be, outside the United States and subscribing for the such Ordinary Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S ("Regulation S") under the U.S Securities Act of 1933, as amended (the "Securities Act"). Persons who are resident or otherwise located in the United States will not be eligible to register for participation in the offer through PrimaryBid or subscribe for new Ordinary Shares in the Retail Offer.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the Securities Act, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This Announcement and the information contained herein, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into Australia, Canada, the Republic of South Africa, 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.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for new Ordinary Shares and investment in the Company carries a number of risks. Investors should contact their investment platform, retail broker or wealth manager for details of any relevant risk warnings. Investors should take independent advice from a person experienced in advising on investment in securities such as the new Ordinary Shares if they are in any doubt.

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