Aston Martin Lagonda Regulatory News (AML)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE

FOR IMMEDIATE RELEASE

1 July 2019

Announcement of Possible Partial Offer

Strategic European Investment Group S.a.r.l. (the "Possible Offeror"), an independently managed investment subsidiary of Investindustrial VI L.P., a fund managed by Investindustrial Advisors Limited, is considering the possibility of making a cash offer for 6,840,090 shares in Aston Martin Lagonda Global Holdings plc ("Aston Martin"), representing approximately 3 per cent. of the issued share capital of Aston Martin at £10.00 per share (the "Partial Offer"). The Possible Offeror reserves the right to make the Partial Offer through a different entity within the same concert party group.

Any Partial Offer, if made, would be conditional on (i) acceptances being received in respect of no less than the precise number of shares in Aston Martin for which the Partial Offer is made (the "Acceptance Condition") and (ii) approval of the Partial Offer being given in respect of over 50% of the voting rights held by shareholders in Aston Martin who are independent of the Possible Offeror and persons acting in concert with it (the "Approval Condition"). Assuming no changes to the share capital of Aston Martin between now and the closing date of any Partial Offer, fulfilment of the irrevocable undertakings set out below would be sufficient to satisfy both the Acceptance Condition and the Approval Condition.

In connection with the Partial Offer, the Possible Offeror has received:

· irrevocable undertakings from Primewagon (Jersey) Limited, Adeem Automotive Manufacturing Company Limited and Asmar Limited pursuant to which they undertake together to provide acceptances of the Partial Offer in respect of 6,840,090 shares in Aston Martin (representing approximately 3% of the issued share capital in Aston Martin);

· irrevocable undertakings from each of Adeem Automotive Manufacturing Company Limited, Asmar Limited, Primewagon (Jersey) Limited and Stehwaz Automotive Jersey Limited pursuant to which each undertakes to provide their approval of the Partial Offer in respect of all of their shares in Aston Martin (together representing approximately 30.6% of the issued share capital in Aston Martin); and

· an irrevocable undertaking from Daimler AG ("Daimler") pursuant to which Daimler undertakes to provide its approval of the Partial Offer in respect of all of its shares in Aston Martin (representing approximately 4.2% of the issued share capital in Aston Martin).

Further details of the irrevocable undertakings are set out in the Appendix to this announcement.

This announcement does not amount to an announcement of a firm intention to make an offer and there can be no certainty that an offer will be made. A further announcement will be made as and when appropriate.

In accordance with Rule 2.6(a) of the Code, the Possible Offeror is required, by not later than 5.00 p.m. on 29 July 2019, either to announce a firm intention to make an offer for Aston Martin in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

Pursuant to Rule 2.5 of the Code, the Possible Offeror reserves the right, if Aston Martin announces, declares, makes, or pays any dividend or any other distribution or return of value to shareholders, to make an equivalent reduction to the Partial Offer, to reduce the amount payable for Aston Martin shares under the Partial Offer by the amount of any such dividend or other distribution.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at SEIGroup.investindustrial.com by no later than 12 noon (London time) on 2 July 2019. Copies of the irrevocable undertakings described above will also be available at SEIGroup.investindustrial.com by no later than 12 noon (London time) on 2 July 2019.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

For enquiries, please contact:

Maitland/AMO

David Sturken

Tel: +44 (0)207 379 5151

Mob: + 44 (0)7990 595 913

Email: dsturken@maitland.co.uk

Daniel Yea

Mob: +44 (0)7595 270 691

Email: dyea@maitland.co.uk

Important notice

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

This announcement is not directed at or intended to be accessible by persons located in the United States of America other than pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1993, as amended.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

The Possible Offeror and Investindustrial Advisors Limited are part of a group of independently managed investment, holding and financial advisory companies. Investindustrial Advisors Limited is registered in England with its registered address at 16 Palace Street, London SW1E 5JD and company number 01316019. Investindustrial Advisors Limited is authorised and regulated by the Financial Conduct Authority as an Alternative Investment Fund Manager (Financial Services Register number: 170924).

Appendix

Set out below are details of the irrevocable undertakings received by the Possible Offeror.

Acceptance of Partial Offer

The Possible Offeror has received undertakings in relation to the acceptance of the Partial Offer in respect of the following shares:

These undertakings provide that they will lapse if: a) this announcement is not released on or prior to 1 July 2019; or b) a firm intention announcement to make the Partial Offer has not been made in accordance with Rule 2.7 of the Code on or prior to 22 July 2019; or c) a draft of an offer document in relation to the Partial Offer has not been provided to Aston Martin on or prior to 29 July 2019; or d) such firm intention announcement does not include the same price in cash, fixed number of shares to which the Partial Offer relates and conditions (being the Acceptance Condition and the Approval Condition only) as set out in this announcement. 

Approval of Partial Offer

The Possible Offeror has received undertakings in relation to the approval of the Partial Offer in respect of the following shares, which in each case comprise all the interests of the relevant shareholder in Aston Martin:

These undertakings provide they will lapse in the same circumstances described above, save that the undertaking from Daimler AG only provides that it is conditional upon the release of this announcement on or prior to 1 July 2019.

Summary position

Irrevocable undertakings in respect of acceptance have been received in respect of not less than 3.0% of the issued share capital of Aston Martin. Irrevocable undertakings in respect of approval have been received in respect of 34.78% of the issued share capital of Aston Martin, which represents 50.38% of the voting rights held by shareholders in Aston Martin who are independent of the Possible Offeror and persons acting in concert with it.

References to the existing issued share capital of Aston Martin are to the number of Aston Martin shares in issue as at 27 June 2019 and are taken from Aston Martin's total voting rights announcement as at that date in accordance with the Financial Conduct Authority's Disclosure and Transparency Rule 5.6.1, which was 228,002,890 ordinary shares. The international securities identification number for Aston Martin shares is GB00BFXZC448.