REG - Aston Martin Lagonda - Result of Equity Issue

Aston Martin Lagonda Global HoldingsAnnouncement

27/11/2024 07:00

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RNS Number : 7852N  Aston Martin Lagonda Glob.Hldgs PLC  27 November 2024

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR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.

27 November 2024

Aston Martin Lagonda Global Holdings plc

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

 

Successful share and private debt placings to support future growth and
enhance liquidity by c. £210 million

 

 
 

 

Aston Martin is pleased to announce the results of its non-pre-emptive Placing
(the "Placing") of new ordinary shares of £0.10 each in the capital of the
Company (the "Ordinary Shares") announced on 26 November 2024, 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 a director of the Company (the "Director Subscription" and,
together with the Placing and Retail Offer, the "Share Offering").

The Company also announces the successful private placement of additional
senior secured notes (the "Debt Issuance"), totalling £100 million,
underpinned by strong support from bond holders.

The net proceeds from the Share Offering and Debt Issuance (together, the
"Financing") are expected to provide Aston Martin with increased financial
resilience and strength as the Company maximises the potential of its fully
reinvigorated core portfolio of class-leading next generation models. It
continues to invest in future growth opportunities and the proceeds of the
Financing are also expected to be used by the Group to support capital
investments related to the Company's electrification strategy, consistent with
its plans to invest c. £2 billion over the five year period between 2023
and 2027, and to repay the borrowings under its existing super senior
revolving credit facility, to pay fees and expenses and for general corporate
purposes.

Through the Share Offering 111,249,416 new Ordinary Shares have been
subscribed for, raising gross proceeds of approximately £111 million at a
price of 100.00 pence per Ordinary Share (the "Placing Price"), which
represents a discount of 7.3% to the closing share price of 107.90 pence on 26
November 2024.  Pursuant to the Share Offering:

·    110,000,000 new Ordinary Shares have been placed through a combination
of the Placing and the Director Subscription, raising gross proceeds of £110
million; and

·    1,249,416 new Ordinary Shares have been subscribed for through the
Retail Offer, raising gross proceeds of approximately £1.25 million.

The Ordinary Shares being issued together under the Share Offering (the
"Offering Shares") represent approximately 13.5 per cent. of the existing
share capital of the Company prior to the Share Offering.

Barclays Bank PLC, acting through its investment bank ("Barclays"), and
Goldman Sachs International ("Goldman Sachs") are acting as joint global
co-ordinators 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.
Allocations were determined by an independent sub-committee of the Board.

Pursuant to the Director Subscription, one of the directors of the Company has
agreed to subscribe for 1,000,000 Director Subscription Shares, representing a
consideration of £1 million.

Applications will be made to the Financial Conduct Authority (the "FCA") and
London Stock Exchange plc (the "LSE") respectively for the admission of the
Offering Shares to listing in the equity shares (commercial companies)
category 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 29 November 2024.
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 936,274,947. 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 936,274,947. 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.

Together with its affiliates, the Group's subsidiary Aston Martin Capital
Holdings Limited (the "Issuer") has also privately placed £100 million
aggregate principal amount of 10.375% senior secured notes due 2029 (the
"Notes").

The Notes will constitute a new series of notes under the indenture dated
March 21, 2024 (the "Indenture"), pursuant to which the Issuer's U.S.
dollar-denominated 10.000% Senior Secured Notes due 2029 and pound
sterling-denominated 10.375% Senior Secured Notes due 2029 (together, the
"Existing Notes") were issued. The Notes will constitute a single class of
debt securities under the Indenture with the Existing Notes, including with
respect to waivers, amendments, redemptions and offers to purchase, except as
otherwise specified with respect to the Notes; provided, however, that the
Notes will be issued as a separate series from the Existing Notes and will
have different Common Codes and ISINs than the Existing Notes.

Adrian Hallmark, Aston Martin Chief Executive Officer commented:

"We thank our investors, including our strategic investors who continue to
show strong support for the company, for their commitments and confidence in
Aston Martin. With this financing successfully secured, we are now well
positioned for growth, underpinned by the strength of our brand and the
world-class product portfolio we have brought to market."

Lawrence Stroll, Executive Chairman Aston Martin commented:

"Aston Martin has made huge strategic progress since the Yew Tree Consortium
first invested in the company in 2020, transforming our product offering,
revitalising our brand and accelerating our business operations forward. With
the strong backing of Aston Martin's strategic shareholders and the Board,
Adrian now leads the Company into an exciting 2025 with a stronger and more
resilient balance sheet, readying Aston Martin to deliver long-term value for
all stakeholders."

Related party transaction

Yew Tree Overseas Limited ("Yew Tree") 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 per cent. or more 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 the UK Listing Rules. Yew
Tree (on behalf of itself and certain other members of the Yew Tree
Consortium) has agreed to subscribe for 50,500,000 new Ordinary Shares in the
Placing, amounting to a total subscription of approximately £50.5 million.

The participation in the Placing by Yew Tree constitutes a notifiable related
party transaction falling within UK Listing Rule 8.2.1R.  Accordingly, the
Board of Directors of the Company (comprised for these purposes of independent
Directors) confirms that it considers that Yew Tree'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.

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

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

                                                                                                                                           paul.garbett@astonmartin.com

 

FGS Global

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

 

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

Alastair Blackman
 
                  +44 (0)20 7623 2323

Tom Macdonald

Dominic Harper

Eoin Healy

 

Goldman Sachs (Joint Global Coordinator, Joint Bookrunner and Corporate
Broker)

Richard Cormack
 
                    +44 (0)20 7774 1000

Bertie Whitehead

Christoph Hofer

Hannah Mackey

 

 

 

 

Pre-Emption Group Reporting

 

The Share Offering 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 111,249,416 Offering Shares represents
                      approximately 13.5% 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 29 November 2024.
 Use of proceeds      The proceeds from the Financing are expected to provide Aston Martin with
                      increased financial resilience and strength as the Company maximises the
                      potential of its fully reinvigorated core portfolio of class-leading next
                      generation models. It continues to invest in future growth opportunities and
                      the proceeds of the Financing are also expected to be used by the Group to
                      support capital investments related to the Company's electrification strategy,
                      consistent with its plans to invest c. £2 billion over the five year period
                      between 2023 and 2027, and to repay the borrowings under its existing super
                      senior revolving credit facility, to pay fees and expenses and for general
                      corporate purposes.
 Quantum of proceeds  In aggregate across the Share Offering, the Company raised gross proceeds of
                      approximately £111 million and net proceeds of approximately £110 million.
 Discount             The Placing Price of 100.00 pence represents a discount of 7.3 per cent. to
                      the closing share price of 107.90 pence on 26 November 2024.
 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 a number of 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 1,249,416 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 extensive
                      network of retail brokers, wealth managers and investment platforms. 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 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
26 November 2024 titled "Proposed share and private debt placings to support
future growth and enhance liquidity by c. £210 million".

No action has been taken by the Company, Barclays, Goldman Sachs 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 Regulation (EU) 2017/1129 (the "Prospectus Regulation") or
assimilated Regulation (EU) 2017/1129 as it forms part of the law of the
United Kingdom 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 Notes, Placing Shares or Director
Subscription 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, Director
Subscription and the Debt Issuance.

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.  The
Notes will be offered only to non-U.S. persons outside the United States
pursuant to Regulation S under the Securities Act, subject to prevailing
market and other conditions. There is no assurance that the offering of Notes
will be completed or, if completed, as to the terms on which it is completed.
The Notes to be offered have not been and will not be registered under the
Securities Act or the securities laws of any other jurisdiction and may not be
offered or sold, directly or indirectly, in the United States or to or for the
account or benefit of U.S. persons, as such term is defined in Regulation S of
the Securities Act, absent registration or unless pursuant to an applicable
exemption from the registration requirements of the Securities Act and any
other applicable securities laws. This Announcement does not constitute an
offer to sell or the solicitation of an offer to buy the Notes, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale would be unlawful. 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.

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, Goldman Sachs 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 UK Listing Rules, FSMA, UK MAR, the
DTRs, the rules of the London Stock Exchange or the FCA.

Barclays and Goldman Sachs 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 Goldman Sachs 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 Goldman
Sachs 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.

In the ordinary course of their various business activities, the Banks and
their respective Affiliates may hold a broad array of investments and actively
trade debt and equity securities (or related derivative securities) and
financial instruments (which may include bank loans and/or credit default
swaps) in the Company, the Group and their respective affiliates for their own
account and for the accounts of their customers and may at any time hold long
and short positions in such securities and instruments. In addition, certain
of the Banks or their respective Affiliates are, or may in the future be,
lenders, and in some cases agents or managers for the lenders, under certain
of the Group's credit facilities and other credit arrangements. In their
capacity as lenders, such lenders may, in the future, seek a reduction of a
loan commitment to the Company or its Affiliates, or impose incremental
pricing or collateral requirements with respect to such facilities or credit
arrangements, in the ordinary course of business. Certain of the Banks or
their respective Affiliates that have a lending relationship with the Company
or its affiliates may routinely hedge their credit exposure to the Company or
its affiliates consistent with their customary risk management policies.
Further, some of the proceeds from the Financing may be used to repay
indebtedness owed by the Company or its Affiliates to the Banks or their
respective Affiliates.  Neither of the Banks intends to disclose the extent
of any such investments, transactions or repayments otherwise than in
accordance with any legal or regulatory obligation to do so.

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 Goldman Sachs 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 Share Offering. 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 Offering 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.

 

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