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Jaguar Land Rover in Beijing

11 September 2018

Jaguar Land Rover Automotive plc (the “Issuer”), the parent company of the Jaguar Land Rover group of companies and a subsidiary of Tata Motors Limited, announces the offer of €700 million Senior Notes due 2026 (the “Notes”).  The Notes will be guaranteed (the “Guarantees”) on a senior unsecured basis by Jaguar Land Rover Limited and Jaguar Land Rover Holdings Limited (collectively, “the Guarantors”).

The Issuer intends to use the net proceeds from the issue and sale of the Notes for general corporate purposes, including to support its growth and capital spending plans. 

The Issuer also announces today that it has recently received a commitment for an unsecured term loan facility for an aggregate principal amount of US$1.0 billion, to be made available to the Issuer and guaranteed by the Guarantors (the “Term Loan Facility”). Subject to the satisfaction of certain customary conditions precedent, including agreement of full-form documentation, the Issuer expects the Term Loan Facility to be fully drawn in calendar year 2018.

About Jaguar Land Rover

Jaguar Land Rover designs, develops, manufactures and sells Jaguar premium sports saloons, sports cars and luxury performance SUV’s and Land Rover premium all-terrain vehicles (and related parts and accessories and associated activities) through a global sales and distribution network. Jaguar Land Rover Automotive plc is an indirect, wholly owned subsidiary of Tata Motors Limited (India).

Important Regulatory Notice

This press release constitutes a public disclosure of inside information by Jaguar Land Rover Automotive plc under Regulation (EU) 596/2014 (16 April 2014).

This announcement is not for distribution, directly or indirectly, in or into Australia, Canada or Japan.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Notes and the Guarantees have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”). The Notes and the Guarantees may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Notes or the Guarantees in the United States.

In the United Kingdom, this announcement is being distributed to, and is directed at, only (a) persons who have professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (b) high net worth companies, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (c) persons to whom an invitation or inducement to engage in an 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 securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so. 

Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that:  (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.  Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”).  For these purposes, a retail investor means a person who is one (or more) of:  (i) a retail client as defined in point (11) of Article 4(1) of MiFID II or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.  Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

In connection with the offering of the Notes, Goldman Sachs International (the “Stabilising Manager”) (or persons acting on behalf of the Stabilising Manager) may over‑allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation action may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offering of the Notes is made and, if begun, may cease at any time, but it must end no later than 30 days after the date on which the Issuer received the proceeds of the issue, or no later than 60 days after the date of the allotment of the Notes, whichever is the earlier. Any stabilisation action or over‑allotment must be conducted by the Stabilising Manager (or persons acting on its behalf) in accordance with all applicable laws and rules.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Statements herein may be “forward-looking statements” within the meaning of applicable securities laws and regulations. These views are based on a number of assumptions and are subject to various known and unknown risks, uncertainties and other facts, which in some cases are beyond our control. Such forward-looking statements are not guarantees of future performance and no assurance can be given that any future events will occur, that projections will be achieved or that the Company’s assumptions will prove to be correct.

Jaguar Land Rover Automotive plc.  Registered Office: Abbey Road, Whitley, Coventry CV3 4LF, United Kingdom.

ISSUED BY JAGUAR LAND ROVER INVESTORS RELATIONS