Jaguar Land Rover Automotive plc Announces Pricing of Offer to Purchase and Consent Solicitation for its $410,000,000 8.125% Senior Notes due 2021

LONDON, March 16, 2015 /PRNewswire/ -- Jaguar Land Rover Automotive plc (the "Company"), the parent company of the Jaguar Land Rover group of companies and a subsidiary of Tata Motors Limited, announces pricing information today for its previously announced offer to purchase for cash (the "Offer") any and all of its outstanding 8.125% Senior Notes due 2021 (the "Notes") and related solicitation (the "Consent Solicitation") of consents (the "Consents") to certain proposed amendments (the "Proposed Amendments") to the indenture dated 19 May 2011 (the "Indenture") under which the Notes were issued, as more fully described in the offer to purchase and consent solicitation statement dated 3 March 2015 (the "Statement). The Offer and Consent Solicitation are scheduled to expire at 11:59 p.m., New York time, on 30 March 2015, unless extended or terminated by the Company (the "Expiration Date").  The terms and conditions of the Offer and Consent Solicitation are set out in the Statement.

The following table sets forth some of the terms of the Offer and Consent Solicitation, including the Reference Yield, the Total Consideration and the Late Consideration for the Notes, which are more fully described in the Statement: 

Holders of Notes (each a "Holder") who validly tender (thereby delivering their Consents) and do not validly withdraw their Notes (thereby not revoking their Consents) at or prior to 5:00 p.m., New York time, today (the "Early Tender Date"), will be eligible to receive the Total Consideration, which includes an Early Tender Premium of $30 per $1,000 in principal amount of Notes validly tendered and accepted for purchase, on 17 March 2015 (such date, as may be extended, the "Early Settlement Date").  Holders who validly tender their Notes (thereby delivering their Consents) after the Early Tender Date and do not validly withdraw their Notes (thereby not revoking their Consents) at or prior to the Expiration Date will only be eligible to receive the applicable Late Consideration, which is the Total Consideration minus the Early Tender Premium, on 31 March 2015 (such date, as may be extended, the "Final Settlement Date"). 

The Total Consideration payable for each $1,000 principal amount of Notes tendered and accepted for payment pursuant to the Offer and Consent Solicitation have been determined in the manner described in the Statement by reference to the yield to maturity (the "Reference Yield") of the U.S. Treasury reference security listed in the table above as of 10:00 a.m., New York time, today.

In addition to the Total Consideration or the Late Consideration, as applicable, all Holders of Notes accepted for purchase pursuant to the Offer and Consent Solicitation will also receive a cash payment representing the accrued and unpaid interest on their purchased Notes from the last applicable interest payment date for such Notes to, but excluding, the Early Settlement Date or Final Settlement Date, as applicable (the "Accrued Interest"), equivalent to $27.53 per $1,000 in principal amount of Notes accepted in respect of the Early Settlement Date and $30.69 per $1,000 in principal amount of Notes accepted in respect of the Final Settlement Date.

Any extension, amendment or termination of the Offer and Consent Solicitation will be followed promptly by a public announcement thereof. The announcement in the case of an extension of the Offer and Consent Solicitation will be issued no later than 9:00 a.m., New York time, on the next business day after the previously scheduled Early Tender Date or Expiration Date.

The Offer and Consent Solicitation are subject to a number of conditions that are set forth in the Statement.  Subject to applicable law, the Company may also terminate the Offer and Consent Solicitation at any time before the Expiration Date in its sole discretion.  These conditions are more fully described in the Statement.

J.P. Morgan Securities LLC is acting as dealer manager and solicitation agent (the "Dealer Manager and Solicitation Agent") for the Offer and Consent Solicitation and D.F. King & Co., Inc. is acting as the tender agent (the "Tender Agent").

None of the Company, the Dealer Manager and Solicitation Agent, the Tender Agent, the Trustee or any of their respective affiliates makes any recommendation, or has expressed an opinion, as to whether or not Holders should tender their Notes, deliver such Consents or refrain from doing so pursuant to the Offer and Consent Solicitation. Each Holder must make its own decision as to whether to tender its Notes and deliver Consent, and, if so, the principal amount of the Notes as to which action is to be taken.

Each Holder is advised to check with any broker, dealer, bank, custodian, trust company or other nominee or other intermediary through which it holds Notes to confirm whether such intermediary needs to receive instructions from such Holder before the deadlines specified in the Statement in order for that Holder to be able to participate in, or revoke its instruction to participate in, the Offer and Consent Solicitation.  The deadlines set by intermediaries for the submission and withdrawal of instructions will be earlier than the relevant deadlines specified in the Statement.

Holders with questions about the Offer and Consent Solicitation should contact the Dealer Manager and Solicitation Agent or the Tender Agent. Copies of the Statement are available from the Tender Agent, which can be contacted at the email address and telephone number set out below. Holders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer and Solicitation.

Capitalised terms used and not defined herein shall have the meaning set forth in the Statement.

THE COMPANY

Jaguar Land Rover Automotive plc
Abbey Road
Whitley
Coventry
CV35 0RG
United Kingdom

The Tender Agent for the Offer and Consent Solicitation is:

D.F. King & Co., Inc.

Address & Contact Details

Attention: Krystal Scrudato
48 Wall Street, 22^nd Floor
New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550
All Other Call Toll Free: (866) 416-0553
Email: [email protected]

The Dealer Manager and Solicitation Agent for the Offer and Consent Solicitation is:

J.P. Morgan

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York, 10179
Attention: Liability Management Group
Toll Free: (866) 834-4666
Collect: (212) 834-4811

None of the Company, the Dealer Manager and Solicitation Agent, the Tender Agent or the Trustee makes any recommendation as to whether you should tender any or all of your Notes and deliver your Consent.  This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes.  The Offer and Consent Solicitation is being made solely by means of the Statement.

Disclaimer

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. This announcement does not describe all the material terms of the Offer and Consent Solicitation and no decision should be made by any Holder on the basis of this announcement.  The complete terms and conditions of the Offer and Consent Solicitation are described in the Statement. This announcement must be read in conjunction with the Statement.  The Statement contains important information which should be read carefully before any decision is made with respect to the Offer and Consent Solicitation.  If any Holder is in any doubt as to the contents of this announcement, or the Statement, or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.  Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes and deliver Consents pursuant to the Offer and Consent Solicitation.

Offer and Distribution Restrictions

Neither this announcement nor the Statement constitutes an invitation to participate in the Offer and Consent Solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws or blue sky laws. Persons into whose possession either this announcement or the Statement comes are required by each of the Company, the Dealer Manager and Solicitation Agent and the Tender Agent to inform themselves about, and to observe, any such restrictions.

United Kingdom. The communication of the Statement and any other documents or materials relating to the Offer and Consent Solicitation are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the Statement and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the Statement and such other documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that they are only being distributed to and are only directed at: (i) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")); or (ii) persons falling within Article 43 of the Financial Promotion Order; or (iii) any other persons to whom the Statement and such other documents and/or materials may otherwise lawfully be communicated under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). The Statement and such documents and/or materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Statement relates is available only to relevant persons and will be engaged in only with relevant persons.

France. The Offer and Consent Solicitation are not being made, directly or indirectly, to the public in France. Neither the Statement nor any other documents or offering materials relating to the Offer and Consent Solicitation have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifies), all as defined in, and in accordance with, Articles L.411-1, L.411‑2 and D.411-1 of the French Code monetaire et financier, are eligible to participate in the Offer and Consent Solicitation. The Statement has not been submitted to the clearance procedures (visa) of the Autorite des marches financiers.

Italy. None of the Offer and Consent Solicitation, the Statement and any other document or materials relating to the Offer and Consent Solicitation have been submitted to the clearance procedures of the Commissione Nazionale per le Societa e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer and Consent Solicitation are being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"). Accordingly, the Offer and Consent Solicitation are not available to investors located in Italy that do not qualify as qualified investors (investitori qualificati), as defined pursuant to Article 100 of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Issuers' Regulation ("Ineligible Italian Investors"). Ineligible Italian Investors may not tender Notes in the Offer and Consent Solicitation and neither the Statement nor any other documents or materials relating to the Offer and Consent Solicitation or the Notes may be distributed or made available to Ineligible Italian Investors. Holders or beneficial owners of the Notes that are located in Italy and qualify as qualified investors (investitori qualificati) can tender Notes for purchase in the Offer and Consent Solicitation through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Switzerland. Neither the Statement nor any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Offer and Consent Solicitation. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Offer and Consent Solicitation.

Luxembourg. The terms and conditions relating to the Statement have not been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg ("Luxembourg"). Accordingly, the Offer and Consent Solicitation may not be made to the public in Luxembourg, directly or indirectly, and none of the Statement or any other prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities.

The Netherlands. The Offer and Consent Solicitation are not being made, directly or indirectly, to the public in The Netherlands. Neither the Statement nor any other document or material relating to the Offer and Consent Solicitation have been or shall be distributed to the public in The Netherlands and only (i) legal entities which are qualified investors (as defined in the Prospectus Directive and which includes authorised discretionary asset managers acting for the account of retail investors under a discretionary investment management contract) in the Netherlands, (ii) standard logo and exemption wording is disclosed, as required by article 5:20(5) of the Dutch Financial Supervision Act (Wet op het financieel toezicht), or such offer is otherwise made in circumstances in which article 5:20(5) of the FSA is not applicable are eligible to participate in the Offer and Consent Solicitation.

Singapore. Neither the Statement nor any other documents or materials relating to the Offer and Consent Solicitation has been or will be registered as a prospectus with the Monetary Authority of Singapore. The Offer and Consent Solicitation do not constitute a public tender offer for the purchase of Notes or a public offering of securities in Singapore pursuant to Section 273(1)(e) of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA"). Accordingly, the Offer and Consent Solicitation are not being made, and the Statement and any other documents or materials relating to the Offer and Consent Solicitation are not to be circulated or distributed, whether directly or indirectly, to persons located or resident in Singapore other than to (i) an institutional investor under Section 274 of the SFA, (ii) a relevant person as defined in Section 275(1) of the SFA, or to any person as referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

General.  The Company has not filed this announcement or the Statement with, and it has not been reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer and Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement, the Statement and any related documents do not constitute an offer to purchase Notes or the solicitation of an offer to purchase Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities or blue sky laws. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer and Consent Solicitation will be deemed to be made on behalf of the Company or such affiliate (as the case may be) by the Dealer Manager and Solicitation Agent or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

The distribution of this announcement and the Statement in certain jurisdictions is restricted by law. Persons into whose possession this announcement or Statement comes are required by the Company, the Dealer Manager and Solicitation Agent and the Tender Agent to inform themselves about, and to observe, any such restrictions.

Holders of Notes with questions regarding the procedures for participating in the Offer and Consent Solicitation should contact the Tender Agent for further information. All other questions concerning the Offer and the Consent Solicitation should be directed to the Dealer Manager and Solicitation Agent.

Each Holder of Notes participating in the Offer and Consent Solicitation will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally set out in the Statement. Any tender of Notes (and the related delivery of Consents) pursuant to the Offer and Consent Solicitation from a Holder of Notes who is unable to make these representations will not be accepted. Each of the Company, the Guarantors, the Dealer Manager and Solicitation Agent and the Tender Agent reserve the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer and Consent Solicitation, whether any such representation given by a Holder of Notes is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender and delivery of Consents shall not be accepted.

SOURCE Jaguar Land Rover Automotive plc