NOT FOR DISTRIBUTION IN OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Jaguar Land Rover Automotive plc, the parent company of the Jaguar Land Rover group of companies and a subsidiary of Tata Motors Limited, is pleased to announce the pricing of $500 million Senior Notes due 2020 at a coupon of 3.500% per annum (the “Notes”), which will be guaranteed on a senior unsecured basis by Jaguar Land Rover Limited and Jaguar Land Rover Holdings Limited.
“We are pleased to have completed this transaction successfully which we believe demonstrates the continuing confidence of the market in our company and plans,” said Kenneth Gregor, Chief Financial Officer of Jaguar Land Rover.
C. Ramakrishnan, Chief Financial Officer of Tata Motors, added, “This transaction further strengthens the Group’s funding position and we thank the investors for their support.”
Jaguar Land Rover Automotive plc intends to use the net proceeds from the issue and sale of the Notes, together with cash on hand, to repurchase any and all of its outstanding $410,000,000 8.125% Senior Notes due 2021 issued 19 May 2011 tendered in a tender offer, which is subject to the satisfaction or waiver of certain conditions precedent and may be extended, amended or terminated by Jaguar Land Rover Automotive plc at any time in accordance with its terms. Jaguar Land Rover Automotive plc intends to use any remaining proceeds for general corporate purposes.
About Jaguar Land Rover
Jaguar Land Rover designs, develops, manufactures and sells Jaguar premium sports saloons and sports cars and Land Rover premium all‑terrain vehicles (and related parts and accessories) 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 announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia), 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 securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”). The securities mentioned herein 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 securities mentioned herein 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.
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, there is no assurance and may be no obligation on the Stabilising Manager that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. 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 be ended at any time, but it must end no later than 30 days after the date on which Jaguar Land Rover Automotive plc 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 their 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.
Jaguar Land Rover Automotive plc. Registered Office: Abbey Road, Whitley, Coventry CV3 4LF, United Kingdom.
ISSUED BY JAGUAR LAND ROVER INVESTOR RELATIONS