REG - Aston Martin Lagonda - Results and Settlement of Tender Offer

Aston Martin Lagonda Global HoldingsAnnouncement

10/10/2022 14:00

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RNS Number : 3748C  Aston Martin Lagonda Glob.Hldgs PLC  10 October 2022

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES
OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT). NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO AUSTRALIA, CANADA, JAPAN, CHINA OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE SUCH ACTIVITY WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR SELL, OR AN INVITATION OR SOLICITATION OF AN OFFER TO BUY OR SELL,
SECURITIES IN ANY JURISDICTION. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL OR TENDER, OR ANY
SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY
JURISDICTION.

10 October 2022

 

Aston Martin Lagonda Global Holdings plc

 

Results and Settlement of Tender Offer by Aston Martin Capital Holdings
Limited

Aston Martin Lagonda Global Holdings plc ("Aston Martin", "Aston Martin
Lagonda" or the "Company") today announces

·      $40,280,000 in aggregate principal amount of the Issuer's
outstanding Senior Secured Notes and $143,790,041 in aggregate principal
amount of the Issuer's outstanding Second Lien Notes were validly tendered and
will be accepted for purchase

·      Settlement of the tender offer and payment of the Tender
Consideration made in available funds delivered to the Clearing Systems is
expected to take place on 11 October 2022

 

The Company announces the results of the offers by its wholly owned indirect
subsidiary, Aston Martin Capital Holdings Limited (the "Issuer"), to the
Eligible Holders of its outstanding Regulation S 10.5% Senior Secured Notes
due 2025 (ISIN: USG05891AH20; CUSIP: G05891 AH2) (the "Senior Secured Notes")
and Regulation S 15.0% Second Lien Split Coupon Notes due 2026 (ISIN:
USG05891AG47; CUSIP: G05891 AG4) (the "Second Lien Notes", and together with
the Senior Secured Notes, the "Notes"), to purchase Notes for cash in a tender
offer (each such offer, an "Offer," and together, the "Offers").

The Offers were announced on 29 September 2022 and made upon the terms and
subject to the conditions and offer restrictions set forth in the Issuer's
Offer to Purchase dated 29 September 2022 (the "Offer to Purchase"). The
Offers expired on 7 October 2022 at 4:00 p.m., London time (the "Expiration
Time"). Capitalized terms used herein and not otherwise defined shall have the
meanings given to them in the Offer to Purchase.

Results of the Offers

The Company hereby announces that $40,280,000 in aggregate principal amount
(the Series Acceptance Amount) of the Issuer's outstanding Senior Secured
Notes at the Minimum Purchase Price, and $143,790,041 in aggregate principal
amount (the Series Acceptance Amount) of the Issuer's outstanding Second Lien
Notes at various prices were validly tendered and accepted for purchase by the
Issuer, subject to the terms and conditions described herein and the Offer to
Purchase, for cash at prices determined pursuant to an Unmodified Dutch
Auction Procedure. The total Tender Consideration is $200,000,629 excluding
Accrued Interest. As the aggregate principal amount of the Senior Secured
Notes validly tendered at the Minimum Purchase Price was above the Series
Acceptance Amount for the Senior Secured Notes, the Issuer has applied a
Scaling Factor of 11.0630% for the Senior Secured Notes, with all Senior
Secured Notes tendered above the Minimum Purchase Price being rejected. In the
event such scaling would result in either (i) the Issuer accepting Notes from
the relevant Holder in an aggregate principal amount of less than $200,000 or
(ii) the principal amount of Notes not purchased and returned back to the
relevant Holder being an aggregate principal amount of less than $200,000, the
Issuer has elected to accept such Tender Instructions in full, without
applying a Scaling Factor.

There is no scaling on the Second Lien Notes validly tendered and accepted for
purchase by the Issuer. Senior Secured Notes and Second Lien Notes tendered
but not accepted for purchase will be returned back to the relevant Holders.

Settlement Date

In accordance with the Offer to Purchase, the settlement date in relation to
the Offers is expected to be 11 October 2022 (the "Settlement Date").

Settlement of the Offers and Other Relevant Information

On the Settlement Date, payment of the Tender Consideration will be made in
immediately available funds delivered to the Clearing Systems for payment to
the cash accounts of the relevant Direct Participants in the Clearing Systems.
The Issuer will also pay the Accrued Interest in respect of all Notes validly
tendered and delivered and purchased by the Issuer pursuant to the Offers for
the period from (and including) the interest payment date of the Notes
immediately preceding the Settlement Date to (but excluding) the Settlement
Date. The deposit of such funds with the Clearing Systems will discharge the
obligation of the Issuer to all Eligible Holders in respect of the above
amounts represented by such funds.

Following settlement of the Offers, $1,143,720,000 in aggregate principal
amount of the Senior Secured Notes and $222,316,776 in aggregate principal
amount of the Second Lien Notes will remain outstanding. Notes validly
tendered and accepted for purchase will be cancelled. Notes that were not
successfully tendered for purchase pursuant to the Offers and the terms and
conditions set out in the Offer to Purchase will remain outstanding and will
remain subject to the terms and conditions of such Notes.

Holders who have tendered their Notes for purchase pursuant to the Offers are
advised to check with the bank, securities broker, custodian, trust company,
Direct Participant or other intermediary through which they hold their Notes
to determine whether their tendered Notes have been accepted for purchase by
the Issuer.

The Issuer has retained J.P. Morgan Securities plc ("J.P. Morgan") and
Barclays Bank PLC ("Barclays") to act as dealer managers in connection with
the Offers. Questions about the Offers may be directed to J.P. Morgan at +44
207 134 4353 or liability_management_EMEA@jpmorgan.com
(mailto:liability_management_EMEA@jpmorgan.com) , or to Barclays at +44 203
134 8515 or eu.lm (mailto:eu.lm@barclays.com) @barclays.com
(mailto:eu.lm@barclays.com) . Copies of the Offer documents and other related
documents may be obtained from Morrow Sodali Limited, the information and
tender agent for the Offers, subject to eligibility and registration, on the
Tender Offer Website: https://projects.morrowsodali.com/AstonMartin
(https://projects.morrowsodali.com/AstonMartin) ; at +852 2319 4130 (Hong
Kong) or +44 20 4513 6933 (London), or AstonMartin@investor.morrowsodali.com
(mailto:AstonMartin@investor.morrowsodali.com) .

The Offers were made solely by means of the Offer documents. Under no
circumstances shall this press release constitute an offer to purchase or the
solicitation of an offer to sell the Notes or any other securities of the
Issuer or any other person, nor shall there be any offer or sale of any Notes
or other securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In addition, nothing
contained herein constitutes a notice of redemption of the Notes. No
recommendation is made as to whether Holders of the Notes should tender their
Notes.

 

Enquiries

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

sherief.bakr@astonmartin.com

 Holly Grainger      Deputy Head, Investor Relations             +44 (0)7442 989551

holly.grainger@astonmartin.com

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

kevin.watters@astonmartin.com

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

paul.garbett@astonmartin.com

 Grace Barnie        Corporate Communications Manager            +44 (0)7880 903490

grace.barnie@astonmartin.com

 Tulchan Communications
 Harry Cameron and Simon Pilkington                              +44 (0)20 7353 4200

 J.P. Morgan (Dealer Manager)

 Robert Constant                                                 +44 (0)20 7134 4353

 James A. Kelly

 Natalie Day Netter

 Quentin Plessis

 Barclays (Dealer Manager)

 Enrico Chiapparoli                                              +44 (0) 20 7623 2323

 Lawrence Jamieson

 Alastair Blackman

 Arthur Schuetz

 

IMPORTANT NOTICES

This announcement is not for publication or distribution, directly or
indirectly, in or into to any person located or resident in the United States,
its territories and possessions, any state of the United States or the
District of Columbia (the "United States") or to any U.S. person (as defined
in Regulation S under the Securities Act ("Regulation S")) or in or into any
other jurisdiction where it is unlawful to distribute this document. This
announcement does not contain or constitute an offer for sale or the
solicitation of an offer to purchase, or an offer to tender or the
solicitation or invitation of an offer to tender, securities in the United
States. No securities referred to herein have been or will be registered under
the US Securities Act of 1933, as amended (the "Securities Act"), or under any
securities laws of any state or other jurisdiction of the United States and
such securities may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within the
United States except pursuant to an applicable exemption from or in a
transaction not subject to the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any state or other
jurisdiction of the United States. No public offering or tender offer of
securities is being made in the United States. No securities referred to
herein, nor this announcement nor any other document connected with the
proposed transactions referred to herein, have been or will be approved or
disapproved by the United States Securities and Exchange Commission or by the
securities commissions of any state or other jurisdiction of the United
States or any other regulatory authority, and none of the foregoing
authorities or any securities commission has passed upon or endorsed the
merits of the proposed transactions or the securities referred to herein or
the adequacy of this announcement or any other document connected with the
proposed transactions referred to herein. Any representation to the contrary
is a criminal offence in the United States.

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase or
subscribe for or tender, or any solicitation to purchase or subscribe for or
tender, any securities in any jurisdiction. No offer or invitation to purchase
or subscribe for or tender, or any solicitation to purchase or subscribe for
or tender, any securities will be made in any jurisdiction in which such an
offer or solicitation is unlawful. The information contained in this
announcement is not for release, publication or distribution to persons
in the United States or Australia, Canada, Japan, the People's Republic
of China or the Republic of South Africa, and should not be distributed,
forwarded to or transmitted in or into any jurisdiction, where to do so might
constitute a violation of local securities laws or regulations.

No representations or warranties, express or implied, are made as to, and no
reliance should be placed on, the accuracy, fairness or completeness of the
information presented or contained in this release. This release contains
certain forward-looking statements, which are based on current assumptions and
estimates by the management of the Company. Past performance cannot be relied
upon as a guide to future performance and should not be taken as a
representation that trends or activities underlying past performance will
continue in the future. Such statements are subject to numerous risks and
uncertainties that could cause actual results to differ materially from any
expected future results in forward-looking statements. These risks may
include, for example, changes in the global economic situation, and changes
affecting individual markets and exchange rates.

The Company provides no guarantee that future development and future results
achieved will correspond to the forward-looking statements included here and
accepts no liability if they should fail to do so. The Company undertakes no
obligation to update these forward-looking statements and will not publicly
release any revisions that may be made to these forward-looking statements,
which may result from events or circumstances arising after the date of this
release.

This release is for informational purposes only and does not constitute or
form part of any invitation or inducement to engage in investment activity,
nor does it constitute an offer or invitation to buy or sell any securities,
in any jurisdiction including the United States, or a recommendation in
respect of buying, holding or selling any securities.

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the Financial Conduct Authority ("FCA") and not a
prospectus and not an offer to sell or buy, or a solicitation of an offer to
subscribe for or to acquire or tender, securities. Neither this announcement
nor anything contained herein shall form the basis of, or be relied upon in
connection with, any offer or commitment whatsoever in any jurisdiction.
Investors should not purchase or subscribe for or tender any transferable
securities referred to in this announcement.

J.P. Morgan Securities plc (which conducts its UK investment banking
business as J.P. Morgan) is authorised by the Prudential Regulation Authority
(the "PRA") and regulated by the PRA and FCA. J.P. Morgan is acting for the
Issuer and no other person in connection with this announcement and the
proposed transactions described herein and will not be responsible to anyone
other than the Issuer for providing the protections afforded to clients of
J.P. Morgan nor for providing advice to any person in relation to the proposed
transactions described herein or any other matter referred to in this
announcement.

Barclays Bank PLC, acting through its investment bank ("Barclays"), which is
authorised by the PRA and regulated in the United Kingdom by the FCA and the
PRA, is acting for the Issuer and no other person in connection with this
announcement and the proposed transactions described herein and will not be
responsible to anyone other than the Issuer for providing the protections
afforded to clients of Barclays nor for providing advice to any person in
relation to the proposed transactions described herein or any other matter
referred to in this announcement.

None of J.P. Morgan nor Barclays, nor any of their respective subsidiaries,
branches or affiliates, nor any of their respective directors, officers or
employees owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of J.P. Morgan or Barclays in
connection with this announcement, any statement contained herein, or
otherwise.

 

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