TIDMAML
RNS Number : 6113G
Aston Martin Lagonda Global Hld PLC
26 November 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.
26 November 2020
Aston Martin Lagonda Global Holdings plc
Announcement of satisfaction of the Antitrust Conditions in
relation to the Strategic Cooperation Agreement
Further to the announcement on 27 October 2020 by Aston Martin
Lagonda Global Holdings plc (the "Company" or "Aston Martin
Lagonda") relating to the Strategic Cooperation Agreement, and the
publication on 18 November 2020 of the combined prospectus and
circular (the "Prospectus"), the Company is pleased to announce
that the Antitrust Conditions set out in the Prospectus in relation
to the Strategic Cooperation Agreement have now been satisfied.
Accordingly, the Strategic Cooperation is now conditional only on
approval by Shareholders of the Transaction Resolutions proposed at
the General Meeting of the Company to take place on 4 December
2020, as convened by the notice of meeting set out in the
Prospectus.
Shareholders are requested to refer to the letter of
recommendation from the Executive Chairman, set out in Part 5
(Letter from the Executive Chairman of Aston Martin Lagonda Global
Holdings plc) of the Prospectus, which details why the Board
believes the Transaction and the Resolutions to be in the best
interests of the Shareholders as a whole.
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
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
https://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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