LONDON, 10 March 2026 ‑ Jaguar Land Rover Automotive plc (the “Issuer” or “JLR”), the parent company of the JLR group of companies and a subsidiary of Tata Motors Passenger Vehicles Limited (“TMPVL”), has mandated a syndicate of banks to arrange on its behalf a series of virtual fixed income investor meetings commencing 10 March 2026. An offering of USD‑denominated senior notes in up to two series, with a 3‑year and/or 5‑year tenor, respectively (together, the “Notes”), may follow, subject to market conditions. The Issuer intends to use the net proceeds from the issue and sale of the Notes for general corporate purposes, including refinancing, refunding or replacing certain existing or future indebtedness. The Notes are expected to be guaranteed (the “Guarantees”) on a senior unsecured basis by Jaguar Land Rover Limited and Jaguar Land Rover Holdings Limited (collectively, the “Guarantors”). The tenor and other terms of the Notes may change and there can be no assurance that the offering of the Notes will be completed.
Important Regulatory Notice
This press release constitutes a public disclosure of inside information by Jaguar Land Rover Automotive plc under Regulation (EU) 596/2014 and any relevant implanting rules and regulations.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. If an offering of the Notes is made, the Notes and the Guarantees 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 (“UK”), this announcement is being distributed to, and is directed only to persons who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”); (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order; (iii) are outside the UK, 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 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 Notes referred to herein in any member state of the European Economic Area (“EEA”) 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 to the public or, in the UK, will be made pursuant to an exemption under the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”) from the prohibition in the POATRs on offers of the securities referred to herein to the public in the UK. Accordingly any person making or intending to make an offer in a member state or in the UK of securities which are the subject of the offering contemplated in the preliminary offering memorandum may only do so in circumstances in which no obligation arises for the Issuer or the initial purchasers to publish a prospectus in relation to such offer (i) pursuant to Article 3 of the Prospectus Regulation and/or (ii) in any circumstances falling within Part 1 of Schedule 1 to the POATRs, as applicable. 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 as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (“UK MiFIR”); 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 the FCA Handbook Product Intervention and Product Governance Sourcebook 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. 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 Directive 2014/65/EU (as amended, “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.
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 UK. For these purposes, a retail investor means a person who is not a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (as amended, the “UK PRIIPs Regulation”) for offering or selling the debt securities described in the offering memorandum or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling such debt securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
In connection with the potential offering of the Notes, the stabilising managers (or persons acting on behalf of the stabilising managers) may over‑allot the Notes or effect transactions with a view to supporting the market price of such 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 a series 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 such Notes, whichever is the earlier. Any stabilisation action or over‑allotment must be conducted by the Stabilising Managers (or persons acting on their behalf) in accordance with all applicable laws and rules.
The distribution of this announcement into jurisdictions other than the UK 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 the Issuer’s 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 Issuer’s assumptions will prove to be correct.