NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA
November 29, 2017, London: Aston Martin Capital Holdings Limited (“Aston Martin” and together with its affiliates, the “Group”) today announced that it has privately placed £55,000,000 aggregate principal amount of senior secured notes due 2022 (the “Notes”) at a purchase price equal to 104.5% of the principal amount of the Notes, plus accrued and unpaid interest from October 15, 2017. The Notes constitute a further issuance of Aston Martin’s 5.75% Senior Secured Notes due 2022 issued in an aggregate principal amount of £230,000,000 on April 18, 2017 (the “Existing Notes”). The Notes will have the same terms as the Existing Notes and will constitute a single class of debt securities with the Existing Notes under the Indenture dated April 18, 2017, and will become fully fungible with the Existing Notes following termination of certain U.S. selling restrictions.
The net proceeds from the offering are expected to be used by the Group to fund the acquisition of AM Brands Limited, a company owned by shareholders of Aston Martin, and pay commissions, fees and expenses associated with the offering of the Notes and the acquisition of AM Brands Limited.
The Notes will be offered only pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), subject to prevailing market and other conditions. There is no assurance that the offering 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 press release 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.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Directive 2003/71/EC (the “Prospectus Directive”), as implemented in Member States of the European Economic Area (the “EEA”), and, once fully effective, under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Directive and, once fully effective, under the Prospectus Regulation, from the requirement to produce a prospectus for offers of securities.
This communication does not constitute an offer of securities to the public in the United Kingdom and is directed solely at persons who (i) are outside the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
This press release may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes, ‟estimates”, ‟anticipates”, “expects, ‟intends”, ‟may”, ‟will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Group’s or its affiliates’ intentions, beliefs or current expectations concerning, among other things, the Group’s or its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the Group’s or its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if the Group’s or its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.