TIDMAML
RNS Number : 9136A
Aston Martin Lagonda Glob.Hldgs PLC
28 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, CHINA OR
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH ACTIVITY WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THE INFORMATION CONTAINED
HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR
SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE,
ANY INVESTMENTS IN ANY JURISDICTION.
28 September 2022
Aston Martin Lagonda Global Holdings plc
("Aston Martin Lagonda", the "Company" or the "Group")
Results of Rights Issue and Total Voting Rights and Capital
The Company today announces that, by the latest time and date
for receipt of valid acceptances (being 11.00 a.m. on 27 September
2022), it had received valid acceptances in respect of 527,268,329
New Shares, representing approximately 94.3% of the total number of
New Shares offered by the Company pursuant to the 4 for 1 rights
issue announced by it on 5 September 2022.
It is expected that dealings in the New Shares, fully paid, will
commence on the London Stock Exchange's main market for listed
securities from 8.00 a.m. on 28 September 2022.
It is also expected that the New Shares held in uncertificated
form will be credited to CREST accounts as soon as practicable
after 8.00 a.m. on 28 September 2022, and that share certificates
in respect of New Shares held in certificated form will be
despatched no later than 12 October 2022.
In accordance with their obligations under the Underwriting
Agreement, the Banks shall use reasonable endeavours to procure, on
behalf of the Company, by no later than 5.00 p.m. on 29 September
2022, acquirers for all (or as many as possible) of the remaining
31,737,331 New Shares not validly accepted, failing which the Banks
have agreed to acquire, on a several basis, any remaining New
Shares.
To the extent that such New Shares are sold at a premium to the
Rights Issue offer price of 103 pence per New Share, the net
proceeds of such sales (after deduction of brokerage and exchange
costs) will be paid to the relevant Shareholders or renouncees pro
rata to their lapsed provisional allotments of New Shares as soon
as practicable after receipt, except that, in accordance with the
terms and conditions of the Rights Issue and the Listing Rules,
individual amounts of less than GBP5.00 will not be paid to such
persons but will be aggregated and retained for the benefit of the
Company.
A further announcement as to the number of New Shares for which
acquirers have been procured will be made in due course.
In accordance with the FCA's Disclosure Guidance and
Transparency Rules, the Company also notifies that, as at 28
September 2022, the total issued share capital of Aston Martin
Lagonda Global Holdings plc is 698,757,075 ordinary shares of
GBP0.10 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 is 698,757,075. 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.
Warrant Adjustments
Following the announcement on 5 September 2022 regarding
adjustments to the outstanding warrants issued by the Company (the
"Warrants") pursuant to the terms of the warrant instrument dated 7
December 2020 (the "Warrant Instrument"), the Company hereby
confirms that the following adjustments to the Warrants (the
"Adjustments") have taken effect as of the date of this
announcement:
-- the Subscription Price has been reduced to GBP1.67 per
Warrant Share from GBP10.00 per Warrant Share; and
-- each Warrant entitles the Warrantholder to subscribe for 0.3
Warrant Shares in the capital of the Company on the terms and
subject to the conditions of the Warrant Instrument, an increase
from 0.05 Warrant Shares.
The Adjustments have been made to ensure the Subscription Rights
carry as nearly as possible (and in any event not less than) the
same proportion of the voting rights attached to the fully diluted
share capital and the same entitlement to participate in the
profits and assets of the Company (including on liquidation) as
prior to the Capital Raise. Further information regarding the
Warrants and Adjustments is available in the separate notice and
deed poll which has been sent to each registered Warrantholder at
the notice address provided to the Company. The Adjustments have
been approved by a Warrantholder Consent Resolution signed by a
majority of Warrantholders on 21 September 2022, and which is
binding on all Warrantholders in accordance with the terms of the
Warrant Instrument.
Capitalised terms not defined in this section shall have the
meanings given to them in the Warrant Instrument.
Except as specified otherwise, capitalised terms used but not
otherwise defined in this announcement have the meanings given to
them in the Prospectus, which is available for inspection on the
Company's website at
https://www.astonmartinlagonda.com/investors/funding/september-2022-capital-raise
.
Enquiries
Investors and Analysts
Sherief Bakr Director of Investor Relations +44 (0)7789 177547
sherief.bakr@astonmartin.com
Holly Grainger Deputy Head, Investor Relations +44 (0)7442 989551
holly.grainger@astonmartin.com
Media
Kevin Watters Director of Communications +44 (0)7764 386683
kevin.watters@astonmartin.com
Paul Garbett Head of Corporate and Brand +44 (0)7501 380799
Communications paul.garbett@astonmartin.com
Grace Barnie Corporate Communications +44 (0)7880 903490
Manager grace.barnie@astonmartin.com
Tulchan Communications
Harry Cameron and Simon Pilkington +44 (0)20 7353 4200
J.P. Morgan Cazenove (Joint Global
Coordinator, Joint Bookrunner, Sole
Sponsor and Corporate Broker)
Robert Constant
James A. Kelly
Will Holyoak
Charles Oakes +44 (0)20 7742 4000
Barclays (Joint Global Coordinator,
Joint Bookrunner and Corporate Broker)
Enrico Chiapparoli
Lawrence Jamieson
Alastair Blackman
Arthur Schuetz +44 (0) 20 7623 2323
Credit Suisse International (Joint
Bookrunner)
Matt Hall
Nick Koemtzopoulos
Omri Lumbroso
Sebastian Barleben +44 (0) 20 7888 8888
Deutsche Bank AG, London Branch (Joint
Bookrunner)
Derek Shakespeare
Mark Hankinson
Jochen Gehrke
Paul Frankfurt +44 (0) 20 7545 8000
IMPORTANT NOTICES
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.
A copy of the Prospectus is available on the Company's website
at
https://www.astonmartinlagonda.com/investors/funding/september-2022-capital-raise
. 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 provides
further details of the securities being offered pursuant to the
Rights Issue.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement does not contain or constitute an offer for sale
or the solicitation of an offer to purchase securities in the
United States. No securities referred to herein 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 such securities 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. No public offering of
securities is being made in the United States. No securities
referred to herein, nor this announcement nor any other document
connected with the proposed transactions referred to herein 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 proposed transactions or the securities referred to herein
or the adequacy of this announcement or any other document
connected with the proposed transactions referred to herein. 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 any securities in any jurisdiction. 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, 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.
No representations or warranties, express or implied, are made
as to, and no reliance should be placed on, the accuracy, fairness
or completeness of the information presented or contained in this
release. This release contains certain forward-looking statements,
which are based on current assumptions and estimates by the
management of the Company. Past performance cannot be relied upon
as a guide to future performance and should not be taken as a
representation that trends or activities underlying past
performance will continue in the future. Such statements are
subject to numerous risks and uncertainties that could cause actual
results to differ materially from any expected future results in
forward-looking statements. These risks may include, for example,
changes in the global economic situation, and changes affecting
individual markets and exchange rates.
The Company provides no guarantee that future development and
future results achieved will correspond to the forward-looking
statements included here and accepts no liability if they should
fail to do so. The Company undertakes no obligation to update these
forward-looking statements and will not publicly release any
revisions that may be made to these forward-looking statements,
which may result from events or circumstances arising after the
date of this release.
This release is for informational purposes only and does not
constitute or form part of any invitation or inducement to engage
in investment activity, nor does it constitute an offer or
invitation to buy any securities, in any jurisdiction including the
United States, or a recommendation in respect of buying, holding or
selling any securities.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the Financial Conduct Authority
("FCA") and not a prospectus and not an offer to sell, or a
solicitation of an offer to subscribe for or to acquire securities.
Neither this announcement nor anything contained herein shall form
the basis of, or be relied upon in connection with, any offer or
commitment whatsoever in any jurisdiction. Investors should not
purchase or subscribe for any transferable securities referred to
in this announcement except on the basis of information contained
in the Prospectus published by the Company.
J.P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove) is authorised by the
Prudential Regulation Authority (the "PRA") and regulated by the
PRA and FCA. J.P. Morgan Cazenove is acting for the Company and no
other person in connection with this announcement and the proposed
transactions described herein and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of J.P. Morgan Cazenove nor for providing advice to any
person in relation to the proposed transactions described herein or
any other matter referred to in this announcement.
Barclays Bank PLC, acting through its investment bank
("Barclays"), which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting for the Company
and no other person in connection with this announcement and the
proposed transactions described herein and will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Barclays nor for providing advice to any
person in relation to the proposed transactions described herein or
any other matter referred to in this announcement.
Credit Suisse International is authorised in the United Kingdom
by the PRA and regulated in the United Kingdom by the FCA and the
PRA. Credit Suisse International is acting for the Company and no
other person in connection with this announcement and the proposed
transactions described herein and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Credit Suisse International nor for providing advice to
any person in relation to the proposed transactions described
herein or any other matter referred to in this announcement.
Deutsche Bank AG is a joint stock corporation incorporated with
limited liability in the Federal Republic of Germany, with its head
office in Frankfurt am Main where it is registered in the
Commercial Register of the District Court under number HRB 30 000.
Deutsche Bank AG is authorised under German banking law. The London
branch of Deutsche Bank AG is registered in the register of
companies for England and Wales (registration number BR000005) with
its registered address and principal place of business at
Winchester House, 1 Great Winchester Street, London EC2N 2DB.
Deutsche Bank AG is authorised and regulated by the European
Central Bank and the German Federal Financial Supervisory Authority
(BaFin). With respect to activities undertaken in the UK, Deutsche
Bank AG is authorised by the PRA with deemed variation of
permission. It is subject to regulation by the FCA and limited
regulation by the PRA. The nature and extent of client protections
may differ from those for firms based in the UK. Details about the
Temporary Permissions Regime, which allows EEA-based firms to
operate in the UK for a limited period while seeking full
authorisation, are available on the FCA's website. Deutsche Bank
AG, London Branch, is acting for the Company and no other person in
connection with the Capital Raise. Neither Deutsche Bank AG, London
Branch nor any of its subsidiaries, branches or affiliates will be
responsible to any person other than the Company for providing any
of the protections afforded to clients of Deutsche Bank AG, London
Branch nor for providing advice in relation to the Capital Raise or
any matters referred to in this announcement.
None of J.P. Morgan Cazenove, Barclays, Credit Suisse
International nor Deutsche Bank AG, London Branch, 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 J.P. Morgan Cazenove,
Barclays, Credit Suisse International or Deutsche Bank AG, London
Branch in connection with this announcement, any statement
contained herein, or otherwise.
Cautionary statement regarding forward-looking statements
This announcement contains forward-looking statements, including
with respect to financial information, that are based on current
expectations or beliefs, as well as assumptions about future
events. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could", "is
confident", or other words of similar meaning. Undue reliance
should not be placed on any such statements because they speak only
as at the date of this announcement and, by their very nature, they
are subject to known and unknown risks and uncertainties and can be
affected by other factors that could cause actual results, and the
Company's plans and objectives, to differ materially from those
expressed or implied in the forward-looking statements. No
representation or warranty is made that any forward-looking
statement will come to pass.
You are advised to read the Prospectus in its entirety, and, in
particular, the section of the Prospectus headed "Risk Factors",
for a further discussion of the factors that could affect the
Group's future performance and the industry in which it operates.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements, including statements
regarding prospective financial information, in this announcement
may not occur. These statements are not fact and should not be
relied upon as being necessarily indicative of future results, and
readers of this announcement are cautioned not to place undue
reliance on the forward-looking statements, including those
regarding prospective financial information.
No statement in this announcement is intended as a profit
forecast, and no statement in this announcement should be
interpreted to mean that underlying operating profit for the
current or future financial years would necessarily be above a
minimum level, or match or exceed the historical published
operating profit or set a minimum level of operating profit.
Neither the Company nor any of the Banks is under any obligation
to update or revise publicly any forward-looking statement
contained within this announcement, whether as a result of new
information, future events or otherwise, other than in accordance
with their legal or regulatory obligations (including, for the
avoidance of doubt, the Prospectus Regulation Rules, the Listing
Rules and Disclosure Guidance and Transparency Rules).
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