Last checked at 3 Apr 2020 08:15
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, CHINA OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Successful private placement of nil paid rights
On 13 March 2020, Aston Martin Lagonda Global Holdings (the "Company") announced the revised terms of its rights offering. As part of this announcement, the Adeem/PW Shareholder Group irrevocably undertook to take up certain of its entitlement under the Rights Issue and to effect a Cashless Take-up of the remainder of its entitlements. Two additional investors, China Lesso Group Holdings Limited and Multi-Dimensional Connectivity Limited, have subsequently joined the Adeem/PW Shareholder Group and will form part of the take up of rights.
Pursuant to this undertaking, Primewagon (Jersey) Limited, a member of the Adeem/PW Shareholder Group, has today successful completed the private placement of approximately 84 million nil paid rights to certain institutional shareholders (the "Placing").
The net proceeds of today's Placing will be used to effect the Cashless Take-up. Following the completion of the Placing, the Adeem/PW Shareholder Group will not have any further nil paid rights to sell to effect the Cashless Take-up.
The Company will not receive any proceeds from the Placing.
The sale of the nil paid rights will settle on 7 April 2020.
The nil paid rights were placed on behalf of Primewagon (Jersey) Limited by Deutsche Bank AG, London Branch and J.P. Morgan Securities plc acting as Joint Bookrunners.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, OTHER THAN THE UNITED KINGDOM, WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This Announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, Canada, Australia, Japan, China or The Republic of South Africa or in any other jurisdiction in which such an offer or solicitation is unlawful.
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 securities referred to herein have not been and will not be registered under the U.S. 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 securities in the United States.
The distribution of this Announcement and any offer of securities to which it relates may be restricted by law in certain jurisdictions. No action has been taken by the Seller, Deutsche Bank AG, London Branch or J.P. Morgan Securities plc or any of their respective affiliates that would, or which is intended to, permit a public offer in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Seller, Deutsche Bank AG, London Branch and J.P. Morgan Securities plc to inform themselves about and to observe any applicable restrictions.
Deutsche Bank AG, London Branch 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 the Seller and no other person in connection with the Placing. Neither Deutsche Bank, nor any of its subsidiaries, branches or affiliates will be responsible to any person other than the Seller for providing any of the protections afforded to clients of Deutsche Bank nor for providing advice in relation to the Placing 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 the Seller and no other person in connection with the Placing and will not be responsible to anyone other than the Seller for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice to any person in relation to the Placing or any matters referred to in this Announcement.