Aston Martin Lagonda Regulatory News (AML)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, CHINA OR SOUTH AFRICA.

NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS TAKEN TOGETHER WITH ANY SUPPLEMENTARY PROSPECTUSES. COPIES OF THE PROSPECTUS DATED 27 FEBRUARY 2020, THE FIRST SUPPLEMENTARY PROSPECTUS DATED 13 MARCH 2020 AND THE SECOND SUPPLEMENTARY PROSPECTUS DATED 30 MARCH 2020 ARE AVAILABLE FROM THE REGISTERED OFFICE OF THE COMPANY AND ON ITS WEBSITE AT WWW.ASTONMARTINLAGONDA.COM.

20 April 2020

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 17 April 2020), it had received valid acceptances in respect of 1,191,763,733 New Shares, representing approximately 98.0% of the total number of New Shares offered by the Company pursuant to the 4 for 1 rights issue announced by it on 13 March 2020.

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 20 April 2020.

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 20 April 2020, and that share certificates in respect of New Shares held in certificated form will be despatched no later than 4 May 2020.

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 21 April 2020, acquirers for all (or as many as possible) of the remaining 24,247,827 New Shares not validly accepted, failing which the Banks have agreed to acquire, on a several basis, or procure that sub-underwriters acquire any remaining New Shares.

To the extent that such New Shares are sold at a premium to the Rights Issue offer price of 30 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 £5.00 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.

As previously announced, Lawrence Stroll takes up his role as Executive Chair effective today (20 April 2020) and Penny Hughes steps down as a Director and the Chair.

Dante Razzano, who has served as a Director of the Company since 7 September 2018, is leaving the Board with immediate effect upon the successful conclusion of the Placing and Rights Issue. Mr. Razzano had previously served as a director of Aston Martin Holdings (UK) Limited starting in April 2013 when Investindustrial became a shareholder in Aston Martin. It is anticipated that Investindustrial will nominate two non-executive directors (under the terms of the relevant Relationship Agreement) ahead of the Company's next Annual General Meeting. The Company thanks Mr. Razzano for his service to Aston Martin and wishes him well for the future.

The Company further announces that, following the Placing of 66,144,930 Placing Shares to Yew Tree Overseas Limited ("Yew Tree") on 30 March 2020, as previously announced by the Company, Yew Tree had on 17 April 2020 transferred (i) 10,144,925 Placing Shares (representing approximately 0.66 per cent. of the Company's total voting rights post the Rights Issue) to Omega Funds I Limited (a vehicle controlled by Ernesto Bertarelli); and (ii) 14,492,750 Placing Shares (representing approximately 0.95 per cent. of the Company's voting rights post the Rights Issue) to ErsteAM Ltd (a vehicle controlled by Toto Wolff). Each of these transferees has adhered to the relationship agreement that the Company has in place with the Yew Tree Consortium.

The investment by ErsteAM is a financial investment for Toto Wolff, the Austrian motorsport and business investor, who has enjoyed record-breaking success as the Team Principal, managing partner and CEO of Mercedes-Benz Grand Prix Ltd. since 2013. The partnership and executive role with Mercedes are unaffected by the transaction.

In accordance with the FCA's Disclosure Guidance and Transparency Rules, the Company also notifies that, as at 20 April 2020, the total issued share capital of Aston Martin Lagonda Global Holdings plc is 1,520,014,450 ordinary shares of £0.009039687 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 is 1,520,014,450. 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.

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Original Prospectus as supplemented by the First Supplementary Prospectus and the Second Supplementary Prospectus, which are each available on the Company's website (www.astonmartinlagonda.com/investors).

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 but an advertisement. 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. Investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Shares referred to in this announcement except on the basis of the information contained in the combined prospectus and circular dated 27 February 2020 (the "Original Prospectus") as supplemented by the supplementary combined prospectus and circular dated 13 March 2020 (the "First Supplementary Prospectus") and the supplementary prospectus dated 30 March 2020 (the "Second Supplementary Prospectus") published by the Company in connection with the Rights Issue.

Copies of the Original Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus are available from the registered office of the Company and on its website at www.astonmartinlagonda.com. 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 Original Prospectus, First Supplementary Prospectus and Second Supplementary Prospectus provide further details of the New Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The Nil Paid Rights, the Fully Paid Rights, the New Shares and the Provisional Allotment Letters have not been and will not 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, 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. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights or the New Shares in the United States. Subject to certain limited exceptions, Provisional Allotment Letters have not been, and will not be, sent to, and Nil Paid Rights have not been and will not be credited to the CREST account of, any Qualifying Shareholder with a registered address in or that is located in the United States. None of the New Shares, the Nil Paid Rights, the Fully Paid Rights, Provisional Allotment Letters or the Form of Proxy, this announcement or any other document connected with the Rights Issue 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 offering of the New Shares, the Nil Paid Rights, the Fully Paid Rights, Provisional Allotment Letters, the Form of Proxy or the accuracy or adequacy of this announcement or any other document connected with the Rights Issue. 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, Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights 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.

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, this announcement, the Original Prospectus, the First Supplementary Prospectus, the Second Supplementary Prospectus and the Provisional Allotment Letters (once printed) should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

Recipients of this announcement, the Original Prospectus, the First Supplementary Prospectus and/or the Second Supplementary Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement, the Original Prospectus, the First Supplementary Prospectus and/or the Second Supplementary Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. 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

Morgan Stanley & Co. International plc ("Morgan Stanley") is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and Financial Conduct Authority. Morgan Stanley is acting for Aston Martin Lagonda Global Holdings plc in relation to the Capital Raise, will not regard any other person as a client in relation to the Placing and Rights Issue and will not be responsible to anyone other than Aston Martin Lagonda Global Holdings plc for providing the protections afforded to clients of Morgan Stanley nor for providing advice to any such other person.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority (the "PRA"). It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Deutsche Bank AG, acting through its London branch ("Deutsche Bank"), is acting for Aston Martin Lagonda and no other person in connection with the Capital Raise. Neither Deutsche Bank, nor any of its subsidiaries, branches or affiliates will be responsible to any person other than Aston Martin Lagonda for providing any of the protections afforded to clients of Deutsche Bank nor for providing advice in relation to the Capital Raise or any matters referred to in this Announcement.

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 for Aston Martin Lagonda Global Holdings plc and no other person in connection with the Capital Raise 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 Capital Raise or any matters referred to in this announcement.

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 SHL Capital (UK) Limited (an affiliate of Yew Tree) and no one else in connection with the transaction referred to herein and will not be responsible to anyone other than SHL Capital (UK) Limited for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Capital Raise or any other matter referred to in this announcement.

None of Morgan Stanley, Deutsche Bank, J.P. Morgan Cazenove or Barclays, 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 Morgan Stanley, Deutsche Bank, J.P. Morgan Cazenove or Barclays in connection with the Capital Raise, 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 Original Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus in their entirety and, in particular, the sections of the Original Prospectus and the First Supplementary 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 Morgan Stanley, Deutsche Bank, J.P. Morgan Cazenove or Barclays are 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).