THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION
THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN
THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014, AS AMENDED (AND INCLUDING AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018, AS AMENDED) ("MAR").
NOT
FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN, SOUTH AFRICA, AUSTRALIA OR ANY OTHER JURISDICTION IN
WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY
APPLICABLE LAWS.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF OCADO GROUP PLC. PLEASE SEE THE IMPORTANT
NOTICE BELOW.
29
July 2024
Ocado Group
plc
Proposed High Yield Bond
Offering and Related Financing Transactions
Ocado Group plc ("Ocado") today
announced the launch of an offering (the "High Yield Offering") of
£350 million in aggregate principal amount of senior
unsecured notes due 2029 (the "High Yield Notes") and
an offering (the "New Convertible Bonds Offering"
and together with the High Yield Offering, the "Offerings") of
approximately £250 million in aggregate principal amount of
guaranteed senior unsecured convertible bonds due 2029 (the "New
Convertible Bonds"). Both series of securities will be issued by
Ocado Group plc and guaranteed by certain of Ocado's subsidiaries.
The New Convertible Bonds are being offered only to non-US persons
who are located outside the United States and the details of the
New Convertible Bonds Offering have been separately announced to
eligible investors today.
The net proceeds from the Offerings,
together with cash from balance sheet to the extent needed, are
intended to be used to fund the purchase, through the applicable
invitations to tender that have been separately announced, of a
portion of Ocado's outstanding 0.875% senior unsecured convertible
bonds due 2025 and 3.875% senior unsecured notes due 2026
(together, the "Target Securities") pursuant to an invitation to
tender Target Securities extended to the holders thereof who are
non-US persons and located outside the United States. To the extent
the net proceeds of the Offerings exceed the amount required to
purchase the Target Securities, Ocado expects to retain such funds
to be used to reduce leverage over time, whether at maturity of the
relevant debt or otherwise. These financing transactions are
intended to extend the maturity profile of Ocado's debt.
There can be no assurance that the
financing transactions will be completed.
Contacts:
Stephen Daintith, Chief Financial
Officer, on +44 (0)1707 228 000
Nick Coulter, Head of Investor
Relations, on +44 (0)1707 228 000
Jamie Kerr, Head of Communications,
on +44 1707 228 000
Lucy Legh, Headland Consultancy -
ocadogroup@headlandconsultancy.com, on +44 (0) 20 3805
4822
Notes to Editors
About Ocado Group
Ocado Group is a UK based technology
company trading on the London Stock Exchange (Ticker OCDO). It provides end-to-end online grocery
fulfilment solutions to thirteen of the world's largest grocery retailers and holds a 50% share of
Ocado Retail Ltd in the UK in a Joint Venture with Marks &
Spencer. Ocado has spent two decades innovating for grocery online,
investing in a wide technology estate that includes robotics, AI
& machine learning, simulation, forecasting, and edge
intelligence.
Further information about Ocado is
available on its website at www.ocadogroup.com.
Important Notice
Certain statements made in this
announcement are forward-looking statements. Such statements are
based on current expectations and assumptions and are subject to a
number of risks and uncertainties that could cause actual events or
results to differ materially from any expected future events or
results expressed or implied in these forward-looking statements.
Persons receiving this announcement should not place undue reliance
on forward-looking statements. Unless otherwise required by
applicable law, regulation or accounting standard, Ocado does not
undertake to update or revise any forward-looking statements,
whether as a result of new information, future developments or
otherwise.
These materials are not an offer of
securities for sale in the United States. The securities referred
to herein have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and may
not be offered or sold in the United States or to or for the
account or benefit of US persons absent registration or an
exemption from registration under the Securities Act. There is no
intention to register any securities referred to herein in the
United States or to make a public offering of the securities in the
United States. The New Convertible Bonds are not being offered or
sold in the United States or to US persons. Any High Yield Notes
sold in the United States will be sold only to qualified
institutional buyers (as defined in Rule 144A under the Securities
Act) pursuant to Rule 144A.
This announcement has been prepared
on the basis that no securities are intended to be offered, sold or
otherwise made available and should not be offered, sold or
otherwise made available to any retail investor in the European
Economic Area (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 (EU) 2016/97 (as amended), 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 required
by Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the securities referred to
herein or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling, or
otherwise making available, the securities referred to herein to
any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
This announcement has been prepared
on the basis that no securities are intended to be offered, sold or
otherwise made available and should not be offered, sold or
otherwise made available to retail investors in in the United
Kingdom. For these purposes: a "retail investor" means a
person who is one (or more) of the following: (i) a retail client,
as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the
meaning of the provisions of the Financial Service and Markets Act
20000 (the "FSMA") and any rules or regulations made under the FSMA
to implement Directive (EU) 2016/97, where that customer would not
qualify as 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 domestic law by virtue of the EUWA (the "UK PRIIPs Regulation")
for offering or selling the securities referred to herein or
otherwise making them available to retail investors in the United
Kingdom has been prepared and therefore offering or selling, or
otherwise making available, the securities referred to herein to
any retail investor in the United Kingdom may be unlawful under the
UK PRIIPs Regulation.
This announcement is directed solely
at, persons who (i) are outside the United Kingdom, (ii) are
investment professionals, as such term is defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion
Order"), (iii) are persons falling within Article 49(2)(a) to (d)
of the Financial Promotion Order, 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 of the securities
referred to herein may otherwise be lawfully communicated or caused
to be communicated (all such persons together being referred to as
"relevant persons"). This announcement is 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 this announcement relates is available only to relevant
persons and will be engaged in only with relevant
persons.
This document does not constitute an
invitation to sell or an offer to purchase any of the Target
Securities and the invitation in respect of Target Securities is
being made pursuant to a separate document. The invitation is only
available to holders of Target Securities that are non-US persons
located outside the United States. Documents relating to the Tender
Offers are not for release, publication or distribution in or into,
or to any person located or resident in or at any address in, the
United States or to any person located or resident in any other
jurisdiction where it is unlawful to distribute the document or to
any U.S. person and shall not be distributed, transmitted or
forwarded, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone, email and
other forms of electronic transmission) of interstate or foreign
commerce of, or any facility of a national securities exchange of,
the United States, and persons receiving such document must not
distribute, forward, mail, transmit or send it in, into or from the
United States or to any U.S. person. For the purposes of this
document, "the United States" means the United States of America,
its territories and possessions (including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands, any state of the United States and the District of
Columbia) (the "United States).
Person responsible for arranging release of this
announcement:
Neill Abrams
Group General Counsel and Company Secretary
Ocado Group plc
Buildings One & Two
Trident Place, Mosquito Way
Hatfield, Hertfordshire
AL10 9UL
email: company.secretary@ocado.com
Ocado Group plc LEI:
213800LO8F61YB8MBC74