TIDMAML
RNS Number : 7920H
Aston Martin Lagonda Glob.Hldgs PLC
31 July 2023
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART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.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
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).
31 July 2023
Aston Martin Lagonda Global Holdings plc
("Aston Martin ", the "Company" or the "Group")
Retail Offer via PrimaryBid
-- 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 access the Retail Offer through PrimaryBid's website and on PrimaryBid's app ;
-- Investors may also be able to take part through PrimaryBid's
extensive network of retail brokers, wealth managers and investment
platforms, (subject to such partners' participation), which
includes AJ Bell, Hargreaves Lansdown and interactive investor;
-- Applications for new Ordinary Shares through these partners
can be made from tax efficient savings vehicles such as ISAs or
SIPPs, as well as General Investment Accounts (GIAs);
-- 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 GBP250 per investor in the Retail Offer; and
-- No commission will be charged by PrimaryBid on applications to the Retail Offer.
Retail Offer
Aston Martin (LON: AML) is pleased to announce a conditional
offer for subscription of new ordinary shares of GBP0.10 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
separately announced earlier today. The issu e price of the new
Ordinary Shares to be issued pursuant to 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 the premium listing segment 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 or around
8.00 a.m. (London time) on 3(rd) August 2023. The Retail Offer will
not be completed without the Placing also being completed.
The net proceeds of the Share Offering will be used by the
Company to facilitate the early redemption of the Group's existing
second lien split coupon notes, due 2026, by early November 2023 as
well as supporting ongoing capital investments related to the
Company's electrification strategy. The early redemption of the
second lien notes by early November 2023 will enable the Company to
operate with increased financial flexibility and improve free cash
flow generation by reducing its interest costs, contributing to the
delivery of sustainable free cash flow.
Reason 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 website and on PrimaryBid's app . The
PrimaryBid app is available on the UK Apple App Store and Google
Play Store.
Investors can also participate through PrimaryBid's extensive
partner network of investment platforms, retail brokers and wealth
managers, subject to such partners' participation. Participating
partners include:
-- AJ Bell;
-- Hargreaves Lansdown; and
-- interactive investor.
Applications for new Ordinary Shares through participating
partners can be made from tax efficient savings vehicles such as
ISAs or SIPPs, as well as GIAs. Some partners may only accept
applications from existing shareholders.
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. The Retail Offer may close early if it is
oversubscribed.
There is a minimum subscription amount of GBP250 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 who apply for new Ordinary Shares in the Retail Offer
through PrimaryBid's website or PrimaryBid's app will not be
charged any fee or commission by PrimaryBid. It is vital to note
that once an application for new Ordinary Shares in the Retail
Offer has been made and accepted via PrimaryBid, that application
cannot be withdrawn.
Investors wishing to apply for new Ordinary Shares in the Retail
Offer through their investment platform, retail broker or wealth
manager using their ISA, SIPP or GIA should contact them for
details of their terms and conditions, process 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 passu in all
respects with the new Ordinary Shares to be issued pursuant to the
Placing and the Subscription and the Company's existing Ordinary
Shares.
For further information on PrimaryBid, the Retail Offer or for a
copy of the terms and conditions (including the procedure for
application and payment for new Ordinary Shares) that apply to
registered users of PrimaryBid in addition to the terms and
conditions set out in this Announcement, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com .
Brokers wishing to offer their customers access to the Retail
Offer and future PrimaryBid transactions, should contact
partners@primarybid.com .
Enquiries
Investors and Analysts
Sherief Bakr Director of Investor Relations +44 (0)7789 177547
sherief.bakr@astonmartin.com
Media
Kevin Watters Director of Communications +44 (0)7764 386683
kevin.watters@astonmartin.com
Paul Garbett Head of Corporate & Brand
Communications +44 (0)7501 380799
paul.garbett@astonmartin.com
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury/James Deal
Important notices
It is a term of the Retail Offer that the total value of the
Ordinary Shares available for subscription in the Retail Offer at
the Placing Price does not exceed EUR8,000,000 equivalent
(approximately GBP6,896,551). 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 section 86(1)(e) and 86(4) of FSMA.
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 Regulation (EU) 2017/1129 as it forms part of retained EU law
as defined in the European Union (Withdrawal) Act 2018).
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 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 consider the risk factors set out on www.PrimaryBid.com and
the PrimaryBid app before making a decision to subscribe for new
Ordinary Shares. 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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IOENKDBNPBKDPON
(END) Dow Jones Newswires
July 31, 2023 11:41 ET (15:41 GMT)
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