Aston Martin Lagonda Global Hld PLC Admission of Placing and Consideration Shares (6587H)

TIDMAML

RNS Number : 6587H

Aston Martin Lagonda Global Hld PLC

07 December 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.

7 December 2020

Aston Martin Lagonda Global Holdings plc

("Aston Martin Lagonda", the "Company" or the "Group")

Announcement of Admission of Placing Shares and Tranche 1 Consideration Shares and Total Voting Rights

The Company today announces that, pursuant to the announcements made by it on 18 November 2020 and 4 December 2020, 250,000,000 Placing Shares and 224,657,287 Tranche 1 Consideration Shares will be admitted to listing on the premium listing segment of the Official List of the Financial Conduct Authority and will be admitted to trading on the London Stock Exchange plc's main market for listed securities at 8.00 a.m. today.

In accordance with the FCA's Disclosure Guidance and Transparency Rules, the Company also notifies that, as at 7 December 2020, the total issued share capital of Aston Martin Lagonda Global Holdings plc following Admission will be 2,298,671,737 ordinary shares of GBP0.009039687 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 following Admission will be 2,298,671,737. 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.

As announced on 27 October 2020, the Warrants (granting rights to subscribe for up to 126,647,852 Ordinary Shares) will be issued today in accordance with the terms of the Warrant Instrument, a summary of which was set out in the Prospectus.

Following the Admission of the 250,000,000 Placing Shares and 224,657,287 Tranche 1 Consideration Shares, (i) the proceeds of the New Senior Secured Notes and the Second Lien Notes will be released from escrow, (ii) the New Revolving Credit Facility Agreement will become effective, (iii) the existing Revolving Credit Facility and the CLBILS Loan will be repaid in full and cancelled and (iv) the existing Senior Secured Notes will be redeemed in full.

Capitalised terms used not defined herein have the meanings given to them in the Prospectus, which is available on the Company's website ( www.astonmartinlagonda.com/investors/October-2020-Placing ).

Enquiries

Investors and Analysts

   Charlotte Cowley   Director of Investor Relations                   [phone] 

[e-mail]

Media

   Kevin Watters        Director of Communications                     [phone] 

[e-mail]

   Grace Barnie         Corporate Communication Manager        [phone] 

[e-mail]

Tulchan Communications

   Harry Cameron and Simon Pilkington                                      [phone] 

Barclays (Sponsor and Financial Adviser)

Derek Shakespeare [phone]

Enrico Chiapparoli

Tom Macdonald

Darren Johnson

J.P. Morgan Cazenove (Financial Adviser)

Robert Constant [phone]

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 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

ALSEZLFBBLLXFBQ

(END) Dow Jones Newswires

December 07, 2020 02:00 ET (07:00 GMT)