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Result of the General Meeting

4 Dec 2020 09:51

RNS Number : 6044H
Aston Martin Lagonda Global Hld PLC
04 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.

4 December 2020

Aston Martin Lagonda Global Holdings plc

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

Results of the General Meeting

Further to the announcement on 18 November 2020, the Company announces that, at the General Meeting held earlier today, the resolutions set out in the Notice of General Meeting (the "Resolutions") contained in the combined prospectus and circular published by the Company on 18 November 2020 (the "Prospectus") were duly passed without amendment on a poll by the requisite majorities of shareholders of the Company.

Resolutions 3, 6, 9, 10 and 11 were passed as special resolutions and the full text of the Resolutions is set out in the Notice of General Meeting.

Details of the total votes received in relation to the Resolutions (representing 52.44% of the issued share capital of 1,824,014,450 ordinary shares) are as follows:

RESOLUTION

VOTES

FOR*

AGAINST**

WITHHELD***

TOTAL

 

Votes

%

Votes

%

Votes

 

1

To authorise the Directors to implement the Strategic Cooperation and allot the Consideration Shares

951,988,221

99.63%

3,519,421

0.37%

1,042,353

955,507,642

 

2

To authorise the Directors to allot the Placing Shares

951,997,229

99.63%

3,541,413

0.37%

1,011,353

955,538,642

 

3

To authorise the Directors to disapply pre-emption rights in connection with the Placing

951,956,534

99.63%

3,563,951

0.37%

1,029,510

955,520,485

 

4

To approve the related party transaction in connection with the Placing****

495,960,049

99.29%

3,535,216

0.71%

1,055,455

499,495,265

 

5

To authorise the Directors to allot shares in connection with the Warrants Issue

951,993,574

99.63%

3,514,199

0.37%

1,042,222

955,507,773

 

6

To authorise the Directors to disapply pre-emption rights in connection with the Warrants Issue

951,985,561

99.63%

3,515,036

0.37%

1,049,398

955,500,597

 

7

To authorise the subdivision and consolidation of shares in connection with the Capital Reorganisation

952,054,521

99.64%

3,479,354

0.36%

1,007,733

955,533,875

 

8

To renew existing share allotment authority to account for the effect of the Capital Reorganisation

951,938,733

99.62%

3,597,632

0.38%

1,013,630

955,536,365

 

9

To renew existing pre-emption disapplication authority to account for the effect of the Capital Reorganisation

951,981,128

99.63%

3,553,586

0.37%

1,015,281

955,534,714

 

10

To renew existing additional pre-emption disapplication authority to account for the effect of the Capital Reorganisation

951,986,578

99.63%

3,547,936

0.37%

1,015,481

955,534,514

 

11

To renew existing share buyback authority to account for the effect of the Capital Reorganisation

952,032,322

99.63%

3,509,577

0.37%

1,008,096

955,541,899

 

 

* Votes in favour include votes where the Chair of the General Meeting was given discretion regarding how to vote.

** Percentages are expressed as a proportion of total votes cast (which does not include votes withheld).

*** A 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' and 'against' the Resolutions.

**** In accordance with the Listing Rules, the Yew Tree Consortium, their associates (as defined in the Listing Rules) and the Consortium Directors were not permitted to vote on Resolution 4 concerning the related party transaction.

The passing of the Resolutions will enable the Company to proceed with the Placing, Strategic Cooperation, Warrants Issue, Financing Transactions and Capital Reorganisation.

Following the passing of the Resolutions, 83,333,333 Placing Shares will be issued to institutional placees, 40,000,000 Placing Shares will be issued to Yew Tree Overseas Limited, 60,000,000 Placing Shares will be issued to Zelon Holdings Inc., 66,666,667 Placing Shares will be issued to Permian Investment Partners, LP, and 224,657,287 Tranche 1 Consideration Shares will be issued to Mercedes-Benz AG.

The Placing, Strategic Cooperation and Financing Transactions remain conditional upon, amongst other things, Admission of the Placing Shares and Tranche 1 Consideration Shares becoming effective by not later than 8.00 a.m. on 7 December 2020 (or such later time and/or date as the Joint Global Co-ordinators and the Company may agree).

Applications have been made to the FCA for 250,000,000 Placing Shares and 224,657,287 Tranche 1 Consideration Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for such Placing Shares and Tranche 1 Consideration Shares to be admitted to trading on the main market for listed securities. The Placing Shares and the Tranche 1 Consideration Shares will be issued under the authority granted by the Resolutions at today's General Meeting.

It is expected that Admission of the Placing Shares and Tranche 1 Consideration Shares will take place at 8.00 a.m. on 7 December 2020.

As set out in the expected timetable of principal events in connection with the General Meeting contained in the Prospectus, and in the announcement made by the Company on 18 November 2020, the Record Date for the Capital Reorganisation is 6.00 p.m. on 11 December 2020.

A copy of the Resolutions passed at the General Meeting has been submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2R and will be available for inspection at http://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Capitalised terms used but not otherwise defined in this announcement 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

 

+44 (0)7771 976764

charlotte.cowley@astonmartin.com

 

Media

Kevin Watters Director of Communications

 

+44 (0)7764 386683

kevin.watters@astonmartin.com

 

Grace Barnie Corporate Communication Manager

+44 (0)7880 903490

grace.barnie@astonmartin.com

 

Tulchan Communications

Harry Cameron and Simon Pilkington

 

+44 (0)20 73534200

 

Barclays (Sponsor and Financial Adviser)

Derek Shakespeare

Enrico Chiapparoli

Tom Macdonald

Darren Johnson

+44 (0)20 7623 2323

J.P. Morgan Cazenove (Financial Adviser)

Robert Constant

James A. Kelly

Will Holyoak

+44 (0)20 7742 4000

 

 

 

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 rns@lseg.com 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
 
 
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