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

28 August 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 declared wholly unconditional

1. Partial Offer declared wholly unconditional

Following the Offeror's announcement on 19 July 2019 of 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"), and following the publication of the offer document setting out the full terms and conditions of the Partial Offer on 9 August 2019 (the "Offer Document"), the Offeror announces that the Acceptance Condition and the Approval Condition to the Partial Offer have been satisfied and, accordingly, the Partial Offer is declared unconditional in all respects.

2. Level of acceptances

The Acceptance Condition to the Partial Offer was satisfied on 13 August 2019. As at 3.00 p.m. on 27 August 2019, the Offeror had received valid acceptances in respect of a total of 11,046,629 AML Shares, representing approximately 4.84 per cent. of the issued ordinary share capital of AML.

These acceptances include those received in respect of 6,840,090 AML Shares (representing approximately 3 per cent. of the issued ordinary share capital of AML) which were subject to irrevocable undertakings given by the Consortium Members, as described in the Offer Document.

3. Level of approvals

As at 3.00 p.m. on 27 August 2019, the Offeror had received valid approvals from Independent Shareholders holding 50.44 per cent. of the voting rights of AML held by Independent Shareholders. Therefore, the Approval Condition to the Partial Offer has been satisfied.

4. Interests in relevant securities

Save for the interests set out below, as at 3.00 p.m. on 27 August 2019, being the latest practicable date prior to publication of this announcement, neither the Offeror nor any person acting in concert with the Offeror (within the meaning of the Code) (a) is interested in, or has any rights to subscribe for, any relevant securities of AML or securities convertible or exchangeable into AML Shares, (b) has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of AML, (c) has any outstanding irrevocable commitments or letters of intent in respect of any relevant securities of AML, or (d) has borrowed or lent any relevant securities of AML (save for any borrowed shares which have been either on-lent or sold).

As at 3.00 p.m. on 27 August 2019, being the latest practicable date prior to publication of this announcement, the following interests were disclosable by the Offeror or persons acting in concert with it:

Each of PMH and PPMH informed the Offeror on 18 July 2019 that its intention was not to accept the Partial Offer in respect of its shareholdings, amounting to 70,614,881 AML Shares in aggregate (representing approximately 30.97 per cent of the existing ordinary share capital of AML). These letters of intent are not legally binding and it is open to PMH and/or PPMH to decide to accept the Partial Offer instead. If the Offeror is notified of any change of intention, it will make an announcement as required by the Code.

5. The Partial Offer remains open for acceptances

On 14 August 2019, the Offeror announced that the Partial Offer had been extended and would remain open for acceptances until the second closing date, which is 1.00 pm on 26 September 2019.

Details of the procedures for accepting the Partial Offer are set out in the Offer Document published on 9 August 2019. The Offer Document is also available at seigroup.investindustrial.com.

The percentages of AML Shares referred to in this document are based on a figure of 228,002,890 AML Shares in issue on 27 August 2019. Defined terms used but not defined in this announcement have the meanings set out in the Offer Document.

Enquiries

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 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 will be 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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 Takeover 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.

Availability of documents

A copy of this announcement will be available free of charge by no later than 12 noon (London time) on 28 August 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 the Offer Document 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 form.