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 dollar-denominated Senior Notes due January 2028 (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.
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 continues to develop and expand its electrified powertrain options across its model range as well as offer the latest technologically advanced diesel and petrol internal combustion engines and other technologies. In this financial year, the Jaguar Land Rover portfolio of 13 nameplates will include one full battery electric vehicle, eight plug-in hybrid electric vehicles and 11 mild hybrid electric vehicles. 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.
Any offer of the securities in any member state of the European Economic Area (“EEA”) or in the United Kingdom will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) from the requirement to publish a prospectus for offers of the securities referred to herein. Accordingly, any person making or intending to make an offer in a member state of securities which are the subject of the offering may only do so in circumstances in which no obligation arises for the Issuer or the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor the initial purchasers have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or the initial purchasers to publish a prospectus for such offer.
Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the debt securities described in the offering memorandum has led to the conclusion that: (i) the target market for such debt securities 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 such debt securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending such debt securities (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 such debt securities (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 EEA or in the UK. 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 or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
In connection with the offering of the Notes, J.P. Morgan Securities LLC (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