REG - Aston Martin Lagonda - Proposed investment by Yew Tree Consortium

Aston Martin Lagonda Global HoldingsAnnouncement

31/03/2025 07:15

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RNS Number : 8643C  Aston Martin Lagonda Glob.Hldgs PLC  31 March 2025

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR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 (INCLUDING THE APPENDICES) IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

This Announcement contains inside information within the meaning of Article
7(1) of the assimilated Regulation No. 596/2016 as it forms part of the law
of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018,
as amended and supplemented.

 

31 March 2025

Aston Martin Lagonda Global Holdings plc

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

 

Proposed c. £52.5m investment by Yew Tree Consortium and selling of shares in
Aston Martin Aramco Formula One(™) Team

 

Proposed transactions expected to enhance Group's liquidity by over £125m

 

 
 
 
 

 

Highlights

·    The Yew Tree Consortium proposes to further increase its significant
long-term shareholding in Aston Martin to c. 33%, acquiring 75 million new
shares at a c. 7% premium to the close on 28 March  2025 at 70 pence per
share, raising c. £52.5 million in gross proceeds for the Company

·   Aston Martin also proposes to sell its minority investment in the Aston
Martin Aramco Formula One(™) Team, expecting to realise a premium to the
current book value of c. £74 million, with no impact to the long-term
sponsorship agreement

·  These proposed transactions are expected to enhance the Group's total
liquidity by over £125m,  further strengthening the balance sheet, providing
additional headroom and supporting future investments

Lawrence Stroll, Executive Chairman Aston Martin commented on behalf of the
Yew Tree Consortium:

"I am pleased to clearly demonstrate my unwavering support and commitment to
Aston Martin. Since 2020, my Yew Tree Consortium partners and I have invested
around £600m into the company. This proposed investment further underscores
my conviction in this extraordinary brand, and commitment to ensuring Aston
Martin has the strongest possible platform for creating long-term value while
reducing equity dilution via this premium subscription, which should greatly
reassure shareholders, as I again increase my long-term ownership in the
Company.

"Today's proposed investment, priced at a premium to the market price, and the
forthcoming proposed sale of the Aston Martin F1® Team shares owned by Aston
Martin at a premium to book value, is expected to generate significant
additional liquidity for the Group, of over £125 million. With a long-term
sponsorship agreement cementing the existing relationship between Aston Martin
and the Aston Martin F1® Team, our brand will remain present and competing at
the pinnacle of motorsport for many years to come.

"Now five years into Aston Martin's transformation, I remain highly confident
about the company's medium-term prospects having re-positioned the Company as
one of the most desirable ultra-luxury high performance automotive brands. The
coming years will be pivotal in realising our vision and ambition. The company
has invested significantly in its world-class portfolio of new core models,
and Adrian Hallmark's appointment as CEO will further unlock the Company's
strong potential."

 

Adrian Hallmark Chief Executive Aston Martin commented:

"This renewed support from Lawrence and his Yew Tree Consortium partners
underlines their immense confidence in our team and the future of the Company.

"We are committed to demonstrating that our strategy delivers long-term
growth. By strengthening the balance sheet, this investment provides
additional headroom to support our future product innovation and business
transformation activities, which combined, will accelerate our progress into
being a sustainably profitable company."

Overview

Aston Martin today announces the proposed investment by the Yew Tree
Consortium to raise gross proceeds of approximately £52.5m. Aston Martin has
a committed strategic shareholder base, with the Yew Tree Consortium again
demonstrating its support for the Group with a proposal to further increase
its significant shareholding to 33% of the Company's issued share capital. The
Yew Tree Consortium has also expressed a further interest in increasing its
stake to up to 35% of the Company's issued share capital when possible,
through the subscription for additional new shares in Aston Martin.

In addition, given the long-term sponsorship agreement now in place, the
Company is today announcing its proposal to sell its investment in the Aston
Martin F1® Team, AMR GP Holdings Ltd ("AMR GP"). It is expected that a
premium to the current book value of the investment can be realised in any
such sale, with a transaction expected to conclude later this year.

Proposed investment by the Yew Tree Consortium

The proposed investment is intended to be structured as a non-pre-emptive,
direct placing of 75,000,000 new ordinary shares in the capital of the Company
to the Yew Tree Consortium (the "Placing Shares"), representing approximately
8% of the Company's currently issued share capital (the "Placing"). The
proposed purchase price for the Placing is 70 pence per Placing Share,
representing a c. 7% premium to the Company's closing share price on Friday,
28 March 2025, meaning the total gross proceeds from the Placing receivable by
the Company would be £52.5 million.

As at the date of this announcement, the Yew Tree Consortium owns 27.67% of
the issued share capital of the Company. If the Placing completes, on
admission of the Placing Shares to listing on the Official List of the
Financial Conduct Authority and to trading on London Stock Exchange plc's main
market for listed securities, the Yew Tree Consortium would own approximately
33% of the Company's then issued share capital.

The Company is subject to the City Code on Takeovers and Mergers (the "Code")
and, under Rule 9 of the Code, any person who acquires an interest in shares
which, taken together with shares in which that person or any person acting in
concert with that person is interested, carry 30% or more of the voting rights
of a company which is subject to the Code is normally required to make an
offer to all the remaining shareholders to acquire their shares (the
"Mandatory Offer").

To avoid the requirement for the Yew Tree Consortium to undertake a Mandatory
Offer, the Company proposes to (i) seek a waiver from the Panel on Takeovers
and Mergers (the "Panel") (the "Waiver"); and (ii) obtain the approval of the
Waiver by way of a majority resolution (the "Resolution") of the independent
shareholders of the Company (being all shareholders of the Company other than
those shareholders who are members of the Yew Tree Consortium) (the
"Independent Shareholders") at a general meeting of the Company (the "General
Meeting"). The Waiver and the Resolution will be sought in relation to a
potential increase in the Yew Tree Consortium's shareholding to up to 35% of
the issued share capital of the Company.

To convene the General Meeting to propose the Resolution, the Company intends
to publish a Panel-approved circular to its shareholders (the "Circular") in
due course. Such a Circular will contain a notice of General Meeting at which
the Company will seek approval of the Resolution from the Independent
Shareholders.

The Placing is therefore conditional upon (i) the grant of the Waiver, and
approval of the Circular, by the Panel, (ii) the publication by the Company of
the Circular, (iii) the approval of the Resolution by the Independent
Shareholders at the General Meeting, and (iv) execution of binding legal
documentation in relation to the Placing by the Company and the other relevant
parties thereto (the "Conditions").

To permit the proposed Placing, the joint global coordinators of the equity
placing undertaken in November 2024 by the Company have waived the 180 day
lock-up arrangement put in place at the time of such placing.

The proceeds raised from the Investment are expected to enhance the Group's
overall liquidity, providing the Company with improved financial resilience
whilst also further enabling the Company to i) maximise the potential of its
fully reinvigorated core portfolio of class-leading next generation models,
and ii) support its ongoing investment in future products to facilitate the
Companies growth objectives.

Proposed sale of investment in AMR GP

Since November 2023, Aston Martin has held a minority investment in AMR GP
through the exercise of its primary warrant options and subscribing for reward
shares it was entitled to under the initial sponsorship term. In 2024, Aston
Martin extended its long-term sponsorship agreement, enabling the Group to
recognise its secondary warrants in AMR GP.

Benefiting from the growing success and popularity of Formula One®, alongside
this long-term sponsorship agreement, the Group now proposes to sell its
existing shares and the shares issuable on exercise of its secondary warrants,
with a view to realising a premium to the c. £74 million combined book value
of these investments. As at 31 December 2024, the book value of the shares was
£50.9 million (as per Note 15 of the Group's 2024 Annual Report and
Accounts). The Group has also held discussions with AMR GP regarding the
Company exercising the secondary warrants earlier than 2031, as is currently
permitted, such that the shares issuable on exercise could be included in the
proposed sales process. As at 31 December 2024 these shares had a book value
of £23.2 million (as per Note 20 of the Group's 2024 Annual Report and
Accounts).

Current trading and guidance

Ahead of Aston Martin's Q1 2025 results, to be announced on 30 April 2025, the
Group confirms that current Q1 2025 trading is in line with the guidance
previously provided. For Q1 2025, the Company expects volumes to be broadly in
line with the prior year period although, as guided, mix will be negatively
impacted by fewer Special deliveries.

Thereafter, performance is expected to progress, with a significantly stronger
H2 2025 compared with H1 2025, primarily driven by Q4 2025. The impact of the
very recent announcement regarding the imposition of additional US tariffs
remains under review. Initial analysis leads the Company to make a slight
revision to its FY 2025 volume guidance, now expecting modest growth compared
with FY 2024 (previously mid-single digit % growth). The Group's key financial
targets for the year, being positive EBIT for the full year and free cash flow
generation in the second half, are unchanged.

The Company remains committed to delivering on its growth strategy and the
medium-term targets for FY 2027/28.

Related party transaction

The Yew Tree Consortium is a substantial shareholder in the Company for the
purposes of the UK Listing Rules as a result of being entitled to exercise, or
to control the exercise of, 20% or more of the votes able to be cast at
general meetings of the Company.

The Yew Tree Consortium is therefore considered to be a related party of the
Company for the purposes of the UK Listing Rules. The Yew Tree Consortium has
agreed, subject to the Conditions, to acquire 75,000,000 new ordinary shares
in the capital of the Company at a price of 70 pence per new ordinary share,
representing a c. 7% premium to the closing share price of the Company on 28
March 2025, raising £52.5 million in gross proceeds for the Company.

The Board of Directors of the Company (comprised for these purposes of
independent Directors) confirms that it considers that the Yew Tree
Consortium's participation in the Placing is fair and reasonable as far as
shareholders of the Company are concerned, and that the Board has been so
advised by Goldman Sachs International as sponsor to the Company. Goldman
Sachs International has taken into account the commercial assessment of the
Board of Directors of the Company.

 

The person responsible for releasing this announcement on behalf of the
Company is Liz Miles, Company Secretary.

Investors and Analysts

James Arnold                        Head of Investor
Relations                                    +44 (0)7385
222347

 
 
                       james.arnold@astonmartin.com

Ella South                               Investor
Relations Analyst                                      +44
(0)7776 545420

 
 
                         ella.south@astonmartin.com

Media

Kevin Watters                       Director of Communications
                              +44 (0)7764 386683

 
 
                      kevin.watters@astonmartin.com

FGS Global

James Leviton and Jenny Bahr
                                                  +44
(0)20 7251 3801

 

Goldman Sachs (Financial Adviser, Sponsor and Joint Corporate Broker)

Richard Cormack
 
               +44 (0)20 7774 1000

Bertie Whitehead

Nick Harper

 

Barclays (Joint Corporate Broker)

Alastair Blackman
 
               +44 (0)20 7623 2323

Tom Macdonald

Dominic Harper

Eoin Healy

 

About Aston Martin Lagonda:

Aston Martin's vision is to be the world's most desirable, ultra-luxury
British brand, creating the most exquisitely addictive performance cars.

Founded in 1913 by Lionel Martin and Robert Bamford, Aston Martin is
acknowledged as an iconic global brand synonymous with style, luxury,
performance, and exclusivity. Aston Martin fuses the latest technology, time
honoured craftsmanship and beautiful styling to produce a range of critically
acclaimed luxury models including Vantage, DB12, Vanquish, DBX707 and its
first hypercar, the Aston Martin Valkyrie. Aligned with its Racing. Green.
sustainability strategy, Aston Martin is developing alternatives to the
Internal Combustion Engine with a blended drivetrain approach between 2025 and
2030, including PHEV and BEV, with a clear plan to have a line-up of
electrified sports cars and SUVs.

Based in Gaydon, England, Aston Martin Lagonda designs, creates, and exports
cars which are sold in more than 50 countries around the world. Its sports
cars are manufactured in Gaydon with its luxury DBX707 SUV range proudly
manufactured in St Athan, Wales.

Lagonda was founded in 1899 and came together with Aston Martin in 1947 when
both were purchased by the late Sir David Brown, and the company is now listed
on the London Stock Exchange as Aston Martin Lagonda Global Holdings plc.

For more information, visit the website: https://www.astonmartin.com/corporate

 

 

Important notices

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

 

Goldman Sachs International, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK, is acting exclusively for the Company and no
one else in connection with the matters referred to in this announcement and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of GS or for providing advice in connection
with the matters referred to in this announcement. No representation or
warranty, express or implied, is made by Goldman Sachs International as to the
contents of this announcement.

 

No action has been taken by the Company, Barclays Bank PLC ("Barclays"),
Goldman Sachs International ("GS" and, together with Barclays, the "Banks") or
any of their respective Affiliates (defined in Rule 405 or Rule 501(b) under
the Securities Act, as applicable), agents, directors, officers or employees,
or any person acting on its or their behalf, that would permit any offer of
the Placing Shares, if the Placing proceeds, or possession or distribution of
this Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and each of the Banks to inform themselves about and to observe any
such restrictions.

 

No prospectus, offering memorandum, offering document, admission document or
other offering material has been or will be made available in connection with
the matters contained in this Announcement and no such document is required
(in accordance with Prospectus Regulation (EU) 2017/1129) (the "Prospectus
Regulation") or the Prospectus Regulation as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended and supplemented (the
"UK Prospectus Regulation") to be published.  Persons needing advice should
consult a qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR 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. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

 

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, the
Republic of South Africa or Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction. Any failure to comply with this restriction may
constitute a violation of the securities laws of such jurisdictions.

 

Members of the public will not be eligible to take part in the Placing, if the
Placing proceeds. The Placing will be, if the Placing Proceeds, and this
Announcement is, directed only at persons whose ordinary activities involve
them in acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investments and are: (i) if in
a member state of the European Economic Area (the "EEA"), "qualified
investors" within the meaning of article 2(e) of the Prospectus Regulation
("Qualified Investors"); or (ii) if in the United Kingdom, "qualified
investors" within the meaning of article 2(e) of the UK Prospectus Regulation
who are also (a) persons who fall within the definition of "investment
professional" in article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or (b) persons who
fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Order, or (c) other persons to whom it may
otherwise be lawfully communicated (all such persons referred to in (a), (b)
and (c) together being referred to as "Relevant Persons"). Any investment or
investment activity to which this Announcement relates is available only (i)
in any member state of the EEA, to Qualified Investors; and (ii) in the United
Kingdom, to Relevant Persons, and will only be engaged in with such persons.
This Announcement must not be acted on or relied on (i) in any member state of
the EEA, by persons who are not Qualified Investors; and (ii) in the United
Kingdom, by persons who are not Relevant Persons.

 

The securities referred to herein have not been and will not be registered
under the US Securities Act 1933, as amended (the "Securities Act") or under
the securities laws of any state or other jurisdiction of the United States,
and may not be offered or sold directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in compliance with
the securities laws of any state or any other jurisdiction of the United
States.  The Placing Shares, if issued, are expected, subject to certain
exceptions, would only be offered and sold: (A) outside the United States in
accordance with Regulation S under the Securities Act; and (B) inside the
United States only to persons reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A of the Securities Act) in
transactions not involving any public offering within the meaning of Section
4(a)(2) of the Securities Act pursuant to an exemption from the registration
requirements of the Securities Act.  No public offering of securities is
being made in the United States.  No money, securities or other consideration
from any person inside the United States is being solicited and, if sent in
response to the information contained in this Announcement, will not be
accepted.

 

No prospectus has been or will be filed with the securities commission of any
province or territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained for the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares and the
Placing Shares have not been, nor will they be, registered or qualified for
distribution under the securities laws of any state, province or territory of
Australia, Canada, the Republic of South Africa or Japan.  Accordingly, the
Placing Shares may not be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, the Republic of South Africa, or
Japan or any other jurisdiction in which such activities would be unlawful,
unless an exemption under the relevant securities laws is applicable.

 

GS, which is authorised by the Prudential Regulation Authority and regulated
by the Financial Conduct Authority and the Prudential Regulation Authority in
the UK, is acting exclusively for the Company and no one else in connection
with the matters referred to in this announcement and will not be responsible
to anyone other than the Company for providing the protections afforded to
clients of GS or for providing advice in connection with the matters referred
to in this announcement. No representation or warranty, express or implied, is
made by GS as to the contents of this announcement.

 

 

 

 

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