REG - Aston Martin Lagonda - Result of Equity Issue

Aston Martin Lagonda Global HoldingsAnnouncement

01/08/2023 07:00

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RNS Number : 8777H  Aston Martin Lagonda Glob.Hldgs PLC  01 August 2023

 

NOT FOR RELEASE, PUBLICATION 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.

1 August 2023

Aston Martin Lagonda Global Holdings plc

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

 

Successful completion of share placing to accelerate net leverage reduction

 and support longer term growth

 

Aston Martin is pleased to announce the results of the non-pre-emptive placing
(the "Placing") of new ordinary shares of £0.10 each in the capital of the
Company ("Ordinary Shares") announced on 31 July 2023, as well as the
concurrent offer made by the Company for retail investors to subscribe for
Ordinary Shares via the PrimaryBid platform (the "Retail Offer") and the
subscription by certain members of the Board of Directors of the Company (the
"Director Subscription", together with the Placing and Retail Offer, the
"Share Offering").

 

The proceeds from the Placing allow the Company to further deleverage its
balance sheet, as well as providing an accelerated pathway towards achieving
its net leverage ratio targets and becoming free cash flow positive from 2024,
supported by a significant interest cost reduction. In addition to the
Company's overall liquidity of c. £460 million at the end of H1 2023, the
proceeds also support capital investments related to the Company's
electrification strategy, consistent with its plans to invest c. £2 billion
over the next five years (2023-2027).

 

Through the Share Offering 58,245,957 new Ordinary Shares have been subscribed
for raising gross proceeds of £216.1 million at a price of 371 pence per
Ordinary Share (the "Placing Price") which represents a discount of 6.2% to
closing share price of 395p on 31 July 2023. Pursuant to the Share Offering:

·      56,750,000 new Ordinary Shares have been placed through the
Placing, raising gross proceeds of £210.5 million;

·      1,078,168 new Ordinary Shares have been subscribed for through
the Retail Offer, raising gross proceeds of £4.0 million; and

·      417,789 new Ordinary Shares have been subscribed for through the
Director Subscription, raising gross proceeds of £1.55 million.

 

The Ordinary Shares being issued together under the Share Offering (the
"Offering Shares") represent approximately 7.9 per cent. of the existing
ordinary share capital of the Company prior to the Share Offering.

 

Barclays Bank PLC, acting through its investment bank ("Barclays") and J.P.
Morgan Securities plc, which conducts its UK investment banking activities as
J.P. Morgan Cazenove ("J.P. Morgan Cazenove") are acting as joint global
coordinators and joint bookrunners in connection with the Placing (the
"Banks").

 

The Company consulted with a number of its major shareholders prior to the
Share Offering and has respected the principles of pre-emption through the
allocation process insofar as possible. The Company is pleased by the strong
support it has received from new investors and existing shareholders.

 

Applications will be made to the Financial Conduct Authority (the "FCA") and
the London Stock Exchange plc (the "LSE") respectively for the admission of
the Offering Shares to listing on the premium listing segment of the Official
List of the FCA and to trading on the main market for listed securities of the
LSE (together, "Admission"). It is expected that Admission will become
effective on or before 8.00 a.m. on 3 August 2023. The Share Offering is
conditional upon, amongst other things, Admission becoming effective and upon
the placing agreement not being terminated in accordance with its terms prior
to Admission. Both the Retail Offer and the Director Subscription are
conditional on the Placing.

 

The Offering Shares will, when issued, be fully paid and rank pari passu in
all respects with the existing Ordinary Shares including, without limitation,
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.

 

Following the Placing, the Company shall be subject to a lock-up for a period
of 180 days following Admission, subject to waiver by the Banks and certain
customary carve-outs agreed between the Banks and the Company.

 

Following Admission becoming effective, the total number of shares in issue in
the Company will be 795,311,512. The Company currently holds no Ordinary
Shares in treasury. Therefore, following Admission becoming effective, the
total number of voting rights in the Company will be 795,311,512. This figure
may be used by shareholders as the denominator for the calculations by which
they determine if they are required to notify their interest in, or a change
in their interest in, the Company under the Disclosure Guidance and
Transparency Rules of the FCA.

 

Lawrence Stroll, Executive Chairman of Aston Martin, said: "This successful
share placing builds on the actions we have taken to create shareholder value.
Supported by the company's improved financial position, the placing will allow
us to meaningfully deleverage the balance sheet and accelerate our journey to
become sustainably free cash flow positive.

 

"The tremendous backing from our largest shareholders along with the strong
appetite from institutional and retail investors also demonstrates the
continued confidence in Aston Martin and our future direction. I would also
like to thank my fellow investors in the Yew Tree Consortium, PIF, Geely and
Mercedes-Benz, for their support as we accelerate our vision to be the world's
most desirable ultra-luxury British performance brand."

 

Related party transactions

 

Yew Tree Overseas Limited ("Yew Tree") is a substantial shareholder in the
Company for the purposes of the Listing Rules as a result of being entitled to
exercise, or to control the exercise of, over 10 per cent. of the votes able
to be cast at general meetings of the Company. Yew Tree is therefore
considered to be a related party for the purposes of Listing Rules. Yew Tree
has agreed to subscribe for 11,804,000 Placing Shares in the Placing,
amounting to a total subscription of approximately £43.8 million. The
participation in the Placing by Yew Tree constitutes a "smaller" related party
transaction and falls within Listing Rule 11.1.10 R(1) and this announcement
is therefore made in accordance with Listing Rule 11.1.10R(2)(c).

 

The Public Investment Fund ("PIF") is a substantial shareholder in the Company
for the purposes of the Listing Rules as a result of being entitled to
exercise, or to control the exercise of, over 10 per cent. of the votes able
to be cast at general meetings of the Company. PIF is therefore considered to
be a related party for the purposes of Listing Rules. PIF has agreed to
subscribe for 10,044,750 Placing Shares in the Placing, amounting to a total
subscription of approximately £37.3 million. The participation in the Placing
by PIF constitutes a "smaller" related party transaction and falls within
Listing Rule 11.1.10 R(1) and this announcement is therefore made in
accordance with Listing Rule 11.1.10R(2)(c).

 

Geely International (Hong Kong) Ltd ("Geely") is a substantial shareholder in
the Company for the purposes of the Listing Rules as a result of being
entitled to exercise, or to control the exercise of, over 10 per cent. of the
votes able to be cast at general meetings of the Company. Geely is therefore
considered to be a related party for the purposes of Listing Rules. Geely has
agreed to subscribe for 4,043,126 Placing Shares in the Placing, amounting to
a total subscription of approximately £15.0 million. The participation in the
Placing by Geely constitutes a "smaller" related party transaction and falls
within Listing Rule 11.1.10 R(1) and this announcement is therefore made in
accordance with Listing Rule 11.1.10R(2)(c).

 

Mercedes-Benz AG ("MBAG") has been a substantial shareholder in the Company
during the 12 months prior to the date of this announcement for the purposes
of the Listing Rules as a result of being entitled to exercise, or to control
the exercise of, over 10 per cent. of the votes able to be cast at general
meetings of the Company during such period. MBAG is therefore considered to be
a related party for the purposes of Listing Rules. MBAG has agreed to
subscribe for 5,243,700 Placing Shares in the Placing, amounting to a total
subscription of approximately £19.5 million. The participation in the Placing
by MBAG constitutes a "smaller" related party transaction and falls within
Listing Rule 11.1.10 R(1) and this announcement is therefore made in
accordance with Listing Rule 11.1.10R(2)(c).

 

Pursuant to the Director Subscription, the following members of the Board of
Directors of the Company, have agreed to subscribe for 417,789 Director
Subscriptions Shares in aggregate, representing an aggregate consideration of
£1,550,000:

 

 Name             Number of Director Subscriptions Shares subscribed
 Ahmed Al-Subaey  404,312
 Franz Reiner     13,477

 

In addition, Yew Tree has agreed to subscribe for a further 15,699,607 Placing
Shares in the Placing, amounting to a total subscription of approximately
£58.2 million, pursuant to its commitment to partially underwrite the
Placing. This subscription for further Placing Shares is an arrangement under
paragraph 6 of LR 11 Annex 1, to which LR 11.1.7R to LR 11.1.10R do not apply.

 

Allocations were determined by an independent sub-Committee of the Board.

 

This Announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation EU 596/2016 as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018. The person responsible for
releasing this announcement on behalf of Aston Martin Lagonda Global Holdings
plc is Liz Miles, Company Secretary.

 

 

Enquiries

 Investors and Analysts
 Sherief Bakr                              Director of Investor Relations                +44 (0)7789 177547

sherief.bakr@astonmartin.com

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

kevin.watters@astonmartin.com

 Paul Garbett                              Head of Corporate & Brand Communications      +44 (0)7501 380799

paul.garbett@astonmartin.com

 Barclays (Joint Global Coordinator, Joint Bookrunner and Corporate Broker)

 Enrico Chiapparoli                                                                      +44 (0) 20 7623 2323

 Alastair Blackman

 Jon Bone

 Dominic Harper

 J.P. Morgan Cazenove (Joint Global Coordinator, Joint Bookrunner and Corporate
 Broker)

 Robert Constant                                                                         +44 (0)20 7742 4000

 James A. Kelly

 Will Holyoak

 Charles Oakes

 

Pre-Emption Group Reporting

The Placing is a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 Name of issuer        Aston Martin Lagonda Global Holdings plc
 Transaction details   In aggregate, the Share Offering of 58,245,957 Offering Shares represents
                       approximately 7.9% of the Company's issued ordinary share capital.

                       Settlement for the Offering Shares and Admission are expected to take place on
                       or before 8.00 a.m. on 3 August 2023.
 Use of proceeds       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.
 Quantum of proceeds   In aggregate across the Share Offering, the Company raised gross proceeds of
                       approximately £216.1 million and net proceeds of approximately £213.8
                       million.
 Discount              The Placing Price of 371 pence represents a discount of 6.2 per cent. to the
                       closing share price of 395 pence on 31 July 2023.
 Allocations           Soft pre-emption has been adhered to in the allocations process. Allocations
                       were determined by an independent sub-Committee of the Board, and allocations
                       were carried out in compliance with the applicable allocation requirements.
 Consultation          The Company consulted with its major shareholders who supported the Share
                       Offering and gave certain irrevocable undertakings as previously announced.
                       The Banks undertook a pre-launch wall-crossing process with other select
                       shareholders, to the extent reasonably practicable and permitted by law.
 Retail investors      The Share Offering included the Retail Offer, for a total of 1,078,168 Retail
                       Offer Shares, via the PrimaryBid platform.

                       Retail investors, who participated in the Retail Offer, were able to do so at
                       the same Placing Price as all other investors participating in the Placing and
                       Director Subscription.

                       The Retail Offer was made available to existing shareholders and new investors
                       in the UK. Investors were able to participate through PrimaryBid's platform
                       via its partner network (covering 60+ FCA registered intermediaries) and
                       through PrimaryBid's free-to-use direct channel. Investors had the ability to
                       participate in this transaction through ISAs and SIPPs, as well as General
                       Investment Accounts (GIAs). This combination of participation routes meant
                       that, to the extent practicable on the transaction timetable,
                       eligible UK retail investors (including certificated retail shareholders)
                       had the opportunity to participate in the Share Offering alongside
                       institutional investors.

                       Allocations in the Retail Offer were preferentially directed towards existing
                       shareholders in keeping with the principle of soft pre-emption.

 

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.

 

IMPORTANT NOTICES

Unless otherwise stated, defined terms in this Announcement have the meanings
ascribed to them in Appendix 2 of the announcement released by the Company on
31 July 2023 titled 'Proposed Share Placing'.

No action has been taken by the Company, Barclays, J.P. Morgan Cazenove or any
of their respective Affiliates, agents, directors, officers or employees, or
any person acting on its or their behalf, that would permit an offer of the
Offering Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Offering 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 or Director
Subscriptions 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 are not eligible to take part in the Placing. The
Placing and this Announcement are 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 are, subject to certain exceptions, being 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 Offering Shares and
the Offering 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 Offering 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.

NOTICE TO CANADIAN INVESTORS

The Placing Shares may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), as applicable, and are permitted clients, as defined
in National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations. The Company is not, and has no intention of
becoming, a "reporting issuer", as such term is defined under Canadian
securities laws, in any province or territory of Canada. Any resale of the
Placing Shares must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of applicable
securities laws.

The offering of the Placing Shares may be made on a private placement basis in
the provinces of Ontario, Québec, British Columbia, Alberta and Manitoba, and
is exempt from the requirement that the Company prepare and file a prospectus
with the relevant securities regulatory authorities in Canada. No offer of
securities is made pursuant to this Announcement in Canada except to a person
who has represented to the Company and the Banks that such person: (i) is
purchasing as principal, or is deemed to be purchasing as principal in
accordance with applicable Canadian securities laws, for investment only and
not with a view to resale or distribution; (ii) is an "accredited investor" as
such term is defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario); and (iii) is a "permitted client" as such term is
defined in section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the
Placing Shares acquired by a Canadian investor in this offering must be made
in accordance with applicable Canadian securities laws, which may vary
depending on the relevant jurisdiction, and which may require resales to be
made in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt from the
prospectus requirements or otherwise under a discretionary exemption from the
prospectus requirements granted by the applicable local Canadian securities
regulatory authority. These resale restrictions may under certain
circumstances apply to resales of the Placing Shares outside of Canada.

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
Announcement are, or may be deemed to be, forward-looking statements.
Without limitation, any statements preceded or followed by or that include the
words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'',
''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'',
"would", "could" or "should", or words or terms of similar substance or the
negative thereof, are forward-looking statements.  Forward-looking statements
may include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, cashflows, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; and (ii) business and management strategies and the
expansion and growth of the Company's operations. Such forward-looking
statements involve risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions, some of which are
outside of the Company's influence and/or control.  Many factors could cause
actual results, performance or achievements to differ materially from those
projected or implied in any forward-looking statements.  The important
factors that could cause the Company's actual results, performance or
achievements to differ materially from those in the forward-looking statements
include, among others, economic and business cycles, the terms and conditions
of the Company's financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or disposals of
businesses or assets and trends in the Company's principal industries.  Due
to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
hereof. In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement may not
occur.  The forward-looking statements contained in this Announcement speak
only as of the date of this Announcement.  The Company, its Directors,
Barclays, J.P. Morgan Cazenove and their respective Affiliates and any person
acting on its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the Listing Rules, FSMA, UK
MAR, the DTRs, the rules of the London Stock Exchange or the FCA.

Barclays and J.P. Morgan Cazenove are each authorised by the Prudential
Regulation Authority (the "PRA") and regulated in the United Kingdom by the
PRA and FCA. Each of Barclays and J.P. Morgan Cazenove is acting exclusively
for the Company and no one else in connection with the Placing, the content of
this Announcement and any other matter described in this Announcement.
Barclays and J.P. Morgan Cazenove will not regard any other person as their
respective clients in relation to the Placing, the content of this
Announcement and any other matters described in this Announcement and will not
be responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to their respective clients or for
providing advice to any other person in relation to the Placing, the content
of this Announcement or any other matters referred to in this Announcement.
The Banks are not acting for the Company with respect to the Retail Offer or
the Director Subscription and will have no responsibilities, duties or
liabilities, whether direct or indirect, whether arising in tort, contract or
otherwise in connection with the Retail Offer or the Director Subscription or
to any person in connection with the Retail Offer or the Director
Subscription.

In connection with the Placing, each of the Banks and any of their Affiliates,
acting as investors for their own account or for the account of their clients,
may take up a portion of the Placing Shares as a principal position and in
that capacity may retain, purchase, sell, offer to sell for their own accounts
or for the accounts of their clients such shares and other securities of the
Company or related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired, subscribed
for, placed or otherwise dealt in should be read as including any issue or
offer to, or acquisition, placing or dealing by, each of the Banks and any of
their Affiliates acting in such capacity. In addition, each of the Banks and
any of their Affiliates may enter into financing arrangements (including
swaps, warrants or contracts for differences) with investors in connection
with which each of the Banks and any of their respective Affiliates may from
time to time acquire, hold or dispose of securities of the Company. Neither of
the Banks intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do
so.

Each of the Banks and their respective Affiliates may have engaged in
transactions with, and provided various commercial banking, investment
banking, financial advisory transactions and services in the ordinary course
of their business with the Company and/or its Affiliates for which they would
have received customary fees and commissions. Each of the Banks and their
respective Affiliates may provide such services to the Company and/or its
Affiliates in the future.

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. No
representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
Barclays or J.P. Morgan Cazenove or by any of their respective Affiliates or
agents, or any person acting on its or their behalf, as to, or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. The price of shares and any
income expected from them may go down as well as up and investors may not get
back the full amount invested upon disposal of the Placing Shares. Past
performance is no guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial or tax
advice. Each investor 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.

Any indication in this Announcement of the price at which securities
(including the Ordinary Shares) have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any period and
no statement in this Announcement should be interpreted to mean that earnings,
earnings per share or income, cash flow from operations or free cash flow for
the Company, as appropriate, for the current or future years would necessarily
match or exceed the historical published earnings, earnings per share or
income, cash flow from operations or free cash flow for the Company.

The Offering Shares to be issued or sold pursuant to the Share Offering will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Rules") and/or any equivalent requirements elsewhere to
the extent determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and
(ii) eligible for distribution through all permitted distribution channels
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the UK Target Market Assessment, the Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, the Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.

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rns@lseg.com (mailto:rns@lseg.com)
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