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. IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION.

FOR IMMEDIATE RELEASE

27 September 2019

Partial Cash Offer

by

Strategic European Investment Group S.à.r.l. (the "Offeror")

(an independently managed, indirect investment subsidiary of Investindustrial VI L.P., a fund managed by Investindustrial Advisors Limited)

for 6,840,090 ordinary shares, representing approximately 3 per cent.of the issued ordinary share capital of

Aston Martin Lagonda Global Holdings plc ("AML")

(incorporated in England and Wales under the Companies Act 2006 with registered number 11488166)

Partial Offer closed

1. Partial Offer closed

On 19 July 2019, the Offeror announced its firm intention to make a partial cash offer for 6,840,090 shares in AML ("AML Shares"), representing approximately 3 per cent. of the issued ordinary share capital of AML (the "Partial Offer"). The full terms and conditions of the Partial Offer were set out in the offer document dated 9 August 2019 (the "Offer Document"). The Partial Offer was declared wholly unconditional on 28 August 2019. 

The Offeror announces that, as of 1:00 p.m. on 26 September 2019 (the "Final Closing Date"), the Partial Offer has now closed and is no longer open for acceptances.

2. Level of acceptances

As at the Final Closing Date, valid acceptances have been received in respect of a total of 170,145,280 AML Shares, representing approximately 74.62 per cent. of the issued ordinary share capital of AML.

3. Levels of approvals

As at the Final Closing Date, the Offeror has received valid approvals from Independent Shareholders holding 51.77 per cent. of the voting rights of AML held by Independent Shareholders.

4. Scaling back

The Partial Offer has been over-accepted. AML Shareholders who were on the register as at the Record Date ("Qualifying AML Shareholders") and who accepted the Partial Offer in respect of the Relevant Percentage or less will have their acceptances satisfied in full. Qualifying AML Shareholders who accepted the Partial Offer in respect of more than the Relevant Percentage of their registered holding will have their acceptances satisfied, in respect of their Relevant Percentage, in full, and in respect of their acceptances in excess of the Relevant Percentage, to the extent of approximately 0.8107 per cent. of such acceptances in excess of the Relevant Percentage.

5. Settlement of consideration

With the consent of the Takeover Panel, settlement of the consideration to which any AML Shareholder is entitled will be effected by the despatch of cheques or the crediting of CREST accounts by 1:00 p.m. on 1 October 2019.

6. General

Defined terms used but not defined in this announcement have the meanings set out in the Offer Document.

The percentages of AML Shares referred to in this document are based on a figure of 228,002,890 AML Shares in issue on 26 September 2019. 

This Announcement should be read by AML Shareholders in conjunction with the Offer Document.

Enquiries

For enquiries, please contact:

Maitland

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 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, pursuant to the Partial Offer or otherwise. The Partial Offer was made solely pursuant to the terms of the Offer Document.

The contents of this announcement are not to be construed as legal, financial or tax advice.

Mediobanca which is authorised by the Bank of Italy and subject to limited regulation in the United Kingdom by the FCA, is acting exclusively as financial adviser to the Offeror and for no one else in connection with the Partial Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to clients of Mediobanca nor for providing advice in connection with the Partial Offer or any other matters referred to in this announcement. Neither Mediobanca nor any of its affiliates, subsidiaries or branches 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 Mediobanca in connection with this announcement, any statement contained herein, the Partial Offer or otherwise.

Overseas jurisdictions

The information contained herein is not for release, distribution or publication, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, South Africa, or any other jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which the Offeror regards as unduly onerous (each a "Restricted Jurisdiction"). 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.

Unless otherwise determined by the Offeror, the Partial Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Jurisdiction, and will not be capable of acceptance or approval by any such use, means or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by the Offeror, copies of this announcement and any documentation relating to the Partial Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction.

Notice to US holders of AML Shares

The Partial Offer is being made for the securities of a UK company and is subject to UK procedural and disclosure requirements, which are different from certain of those of the United States. Any financial statements or other financial information included or incorporated by reference in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Partial Offer will be made pursuant to Section 14(e) and Regulation 14E under the Exchange Act benefitting from the exemptions available to "Tier II" tender offers. Accordingly, the Partial Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law, and certain rules applicable to tender offers made into the United States, including rules promulgated under Section 14(d) of the Exchange Act, do not apply. 

It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender AML Shares in the Partial Offer for their own account unless the person so tendering their AML Shares (a) has a net long position equal to or greater than the aggregate principal amount of the AML Shares being tendered and (b) will cause such AML Shares to be delivered in accordance with the terms of the Partial Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

The receipt of cash pursuant to the Partial Offer by a US holder of AML Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of AML Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of accepting the Partial Offer.

It may be difficult for US holders of AML Shares to sue or to enforce their rights and any claim they may have arising under the US federal securities laws in connection with the Partial Offer, because the Offeror and AML are located in non-US jurisdictions, and some or all of their respective officers and Directors may be residents of non-US jurisdictions. Further, it may be difficult to compel the Offeror or AML and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved this Partial Offer, or passed upon the adequacy or completeness of this document. Any representation to the contrary is a criminal offence.

Availability of documents

A copy of this announcement will be available free of charge by no later than 12 noon (London time) on 27 September 2019, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection at seigroup.investindustrial.com during the course of the Partial Offer. For the avoidance of the doubt, the content of this website is not incorporated by reference and does not form part of this announcement.

You may request a hard copy of this announcement by contacting Equiniti, the Receiving Agent for the Partial Offer on 0371 384 2914 (from within the UK) or +44 121 415 7115 (from outside the UK) between 8:30 a.m. to 5.30 p.m. Monday to Friday (excluding UK public holidays) or at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

You may also request that all future documents, announcements and information to be sent to you in relation to the Partial Offer should be in hard copy form.