Aston Martin Lagonda Regulatory News (AML)

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH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.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

31 July 2023

Aston Martin Lagonda Global Holdings plc

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

Retail Offer via PrimaryBid

● Aston Martin announces a conditional offer for subscription of new Ordinary Shares via PrimaryBid;

● The issue price for the new Ordinary Shares will be determined at the close of the bookbuilding process;

● Investors can access the Retail Offer through PrimaryBid's website and on PrimaryBid's app;

● Investors may also be able to take part through PrimaryBid's extensive network of retail brokers, wealth managers and investment platforms, (subject to such partners' participation), which includes AJ Bell, Hargreaves Lansdown and interactive investor;

● Applications for new Ordinary Shares through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts (GIAs);

● The Retail Offer is available to both existing shareholders and new investors. The Company intends to prioritise applications by existing shareholders;

● There is a minimum subscription of £250 per investor in the Retail Offer; and

● No commission will be charged by PrimaryBid on applications to the Retail Offer.

Retail Offer

Aston Martin (LON: AML) is pleased to announce a conditional offer for subscription of new ordinary shares of £0.10 each in the capital of the Company ("Ordinary Shares") via PrimaryBid (the "Retail Offer").

The Company is also conducting a placing of new Ordinary Shares by way of an accelerated bookbuilding process (the "Placing") as separately announced earlier today. The issue price of the new Ordinary Shares to be issued pursuant to the Placing will be determined following the close of the bookbuilding process (the "Placing Price").

The issue price for the new Ordinary Shares to be issued pursuant to the Retail Offer will be the Placing Price.

In conjunction with the Placing and the Retail Offer, certain directors of the Company intend to subscribe for new Ordinary Shares at the Placing Price (the "Subscription", and together with the Placing and the Retail Offer, the "Share Offering").

The Retail Offer is conditional on the new Ordinary Shares to be issued pursuant to the Retail Offer and the Placing being admitted to the premium listing segment of the Official List of the Financial Conduct Authority and admitted to trading on the main market for listed securities of London Stock Exchange plc ("Admission"). Admission is expected to take place at or around 8.00 a.m. (London time) on 3rd August 2023. The Retail Offer will not be completed without the Placing also being completed.

The net proceeds of the Share Offering will be used by the Company to facilitate the early redemption of the Group's existing second lien split coupon notes, due 2026, by early November 2023 as well as supporting ongoing capital investments related to the Company's electrification strategy. The early redemption of the second lien notes by early November 2023 will enable the Company to operate with increased financial flexibility and improve free cash flow generation by reducing its interest costs, contributing to the delivery of sustainable free cash flow.

Reason for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer within the Company's existing authorities from shareholders for non-pre-emptive offers so as to minimise cost and time to completion, the Company values its retail investor base and is therefore pleased to provide retail investors with the opportunity to participate in the Retail Offer in line with the Pre-Emption Group guidelines. 

Existing shareholders and new investors can access the Retail Offer through PrimaryBid's website and on PrimaryBid's app. The PrimaryBid app is available on the UK Apple App Store and Google Play Store.

Investors can also participate through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. Participating partners include:

· AJ Bell;

· Hargreaves Lansdown; and

· interactive investor.

Applications for new Ordinary Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Some partners may only accept applications from existing shareholders.

After consideration of the various options available to it, the Company believes that the separate Retail Offer is in the best interests of shareholders, as well as wider stakeholders in the Company.

The Retail Offer will open to investors resident and physically located in the United Kingdom following the release of this Announcement. The Retail Offer is expected to close at the same time as the Placing. The Retail Offer may close early if it is oversubscribed.

There is a minimum subscription amount of £250 per investor in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection. The Company intends to prioritise applications by existing shareholders.

Investors who apply for new Ordinary Shares in the Retail Offer through PrimaryBid's website or PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It is vital to note that once an application for new Ordinary Shares in the Retail Offer has been made and accepted via PrimaryBid, that application cannot be withdrawn.

Investors wishing to apply for new Ordinary Shares in the Retail Offer through their investment platform, retail broker or wealth manager using their ISA, SIPP or GIA should contact them for details of their terms and conditions, process and any relevant fees or charges.

The new Ordinary Shares to be issued pursuant to the Retail Offer will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the new Ordinary Shares to be issued pursuant to the Placing and the Subscription and the Company's existing Ordinary Shares.

For further information on PrimaryBid, the Retail Offer or for a copy of the terms and conditions (including the procedure for application and payment for new Ordinary Shares) that apply to registered users of PrimaryBid in addition to the terms and conditions set out in this Announcement, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com. 

Brokers wishing to offer their customers access to the Retail Offer and future PrimaryBid transactions, should contact partners@primarybid.com.

Enquiries

Important notices

It is a term of the Retail Offer that the total value of the Ordinary Shares available for subscription in the Retail Offer at the Placing Price does not exceed €8,000,000 equivalent (approximately £6,896,551). Accordingly, the Company is not required to publish, and has not published, a prospectus in connection with the Retail Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of FSMA. 

The Retail Offer is offered under the exemptions from the need for a prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules, or for approval of the same by the Financial Conduct Authority (as competent authority under Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018). 

The Retail Offer is not being made into the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where it would be unlawful to do so. In particular, the Retail Offer is being made only to persons who are, and at the time the new Ordinary Shares are made available for subscription in the Retail Offer, will be, outside the United States and subscribing for the such Ordinary Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S ("Regulation S") under the U.S Securities Act of 1933, as amended (the "Securities Act"). Persons who are resident or otherwise located in the United States will not be eligible to register for participation in the offer through PrimaryBid or subscribe for new Ordinary Shares in the Retail Offer.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the Securities Act and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This Announcement and the information contained herein, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into Australia, Canada, the Republic of South Africa, Japan 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.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for new Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com and the PrimaryBid app before making a decision to subscribe for new Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the new Ordinary Shares if they are in any doubt. 

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.

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