Prospectus (PDF)
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ELECTRONIC TRANSMISSION DISCLAIMER STRICTLY NOT TO BE FORWARDED TO ANY OTHER PERSONS IMPORTANT: You must read the following disclaimer before continuing. This electronic transmission applies to the attached document and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached combined prospectus and circular (the “Prospectus”) relating to Aston Martin Lagonda Global Holdings plc (the “Company”) dated 18 November 2020 received by means of electronic communication. In accessing or making any other use of the attached document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Capitalised terms in this disclaimer, if not otherwise defined herein, have the same meaning as in the attached Prospectus. You acknowledge that this electronic transmission and the delivery of the attached document is confidential and intended for you only and you agree you will not forward, reproduce, copy, download or publish this electronic transmission or the attached document to any other person. This Prospectus comprises (i) a circular prepared in accordance with the Listing Rules of the UK Financial Conduct Authority (the “FCA”) made under section 73A of the FSMA and (ii) a prospectus relating to the Company prepared in accordance with the Prospectus Regulation Rules of the FCA made under section 73A of the FSMA and has been prepared as a simplified prospectus in accordance with Article 14 of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). This Prospectus has been approved by the FCA (as competent authority under the Prospectus Regulation in accordance with section 85 of the FSMA. The FCA only approves this document as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation, and such approval should not be considered as an endorsement of the issuer that is, or the quality of the securities that are, the subject of this document. Investors should make their own assessment as to the suitability of investing in the securities. This Prospectus has been filed with the FCA in accordance with the Prospectus Regulation Rules and will be made available to the public in accordance with Prospectus Regulation Rule 3.2 by the same being made available, free of charge, at www.astonmartinlagonda.com/investors/ October-2020-Placing. Nothing in this electronic transmission constitutes or may be used in connection with an offer of securities for sale to any persons. The distribution of this Prospectus in certain jurisdictions may be restricted by law and therefore persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions in relation to the Ordinary Shares or this Prospectus, including those in the paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Except in the United Kingdom, no action has been taken or will be taken in any jurisdiction that would permit possession or distribution of this Prospectus, in any country or jurisdiction where action for that purpose is required. Accordingly, this Prospectus may not be distributed or published (other than to its intended recipient) in or into Australia, Canada, Japan, the Republic of South Africa, the United States or any jurisdiction where to do so would breach any securities laws or regulations of any such jurisdiction or give rise to an obligation to obtain any consent, approval or permission, or to make any application, filing or registration. Failure to comply with these restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. The Ordinary Shares that are the subject of this Prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or under any securities laws of any state or other jurisdiction of the United States and may not be offered or sold, 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 US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Neither the Securities Exchange Commission nor any state securities commission has approved or disapproved of the Ordinary Shares or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. You are reminded that you have received this electronic transmission and the attached document on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this document, electronically or otherwise, to any other person. This document has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Company, Barclays Bank PLC (the “Sponsor”), J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) (“J.P. Morgan Cazenove”) nor any of their respective affiliates, directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version. By accessing the attached document, you consent to receiving it in electronic form. Apart from the responsibilities and liabilities, if any, which may be imposed on the Sponsor and J.P. Morgan Cazenove by the FSMA or the regulatory regime established thereunder or under the regulatory regime of any other applicable jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither the Sponsor, J.P. Morgan Cazenove nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the attached document including its accuracy, completeness and verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Strategic Cooperation, the Ordinary Shares, Admission of the Tranche 1 Consideration Shares and Placing Shares or any transaction, matter or arrangement referred to in the attached document. The Sponsor, J.P. Morgan Cazenove and their respective affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of such document or any such statement. No representation or warranty, express or implied, is made by the Sponsor, J.P. Morgan Cazenove or any of their respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in the attached document, and nothing in the attached document will be relied upon as a promise or representation in this respect, whether or not to the past or future. The Sponsor is acting exclusively for the Company and no one else in connection with Admission of the Tranche 1 Consideration Shares and Placing Shares. The Sponsor will not regard any other person (whether or not a recipient of this document) as a client in relation to Admission of the Tranche 1 Consideration Shares and Placing Shares and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to Admission of the Tranche 1 Consideration Shares and Placing Shares or any transaction, matter or arrangement referred to in this document. J.P. Morgan Cazenove is acting exclusively for the Company and no one else in connection with the Strategic Cooperation. J.P. Morgan Cazenove will not regard any other person (whether or not a recipient of this document) as a client in relation to the Strategic Cooperation and will not be responsible for providing the protections afforded to the clients of J.P. Morgan Cazenove nor for giving advice in relation to the Strategic Cooperation, the content of this document or any matter or arrangement referred to this document. You are responsible for protecting against viruses and other destructive items. Your receipt of this document via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (“FSMA”) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. This document comprises (i) a circular prepared in accordance with the Listing Rules of the UK Financial Conduct Authority (the “FCA”) made under section 73A