THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE
INFORMATION IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT
IN, OR AT ANY ADDRESS IN, THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA), AUSTRALIA, JAPAN, SOUTH AFRICA OR TO
U.S. PERSONS (AS DEFINED IN REGULATION S ("REGULATION S") UNDER THE
U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT")) OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
For
immediate release
29
July 2024
Ocado Group
plc
Proposed Convertible Bond
Offering
Ocado Group plc ("Ocado" or the
"Company") is today launching an offering of approximately £250
million of guaranteed senior unsecured convertible bonds due 2029
(the "Bonds") (the "Convertible Bond Offering").
Concurrently with the Convertible
Bond Offering the Company has today also announced its intention to
offer £350 million in aggregate principal amount of
sterling-denominated senior unsecured notes due 2029 (the "High
Yield Offering", and together with the Convertible Bond Offering,
the "Offerings"). The Offerings are
intended to raise total gross proceeds of approximately £600
million.
The Convertible Bond Offering will
be offered via an accelerated bookbuild which will be launched
immediately following this Announcement only to institutional
investors. Barclays Bank PLC, BNP PARIBAS and Goldman Sachs International are acting as Joint Global
Coordinators (the "Joint Global Coordinators") and the Joint Global
Coordinators together with Deutsche Bank AG, London Branch are
acting as Joint Bookrunners (together, the "Joint Bookrunners") in
respect of the Convertible Bond Offering.
The final terms of the Convertible
Bond Offering are expected to be announced at the end of the
accelerated bookbuild.
The Company has today also announced
an invitation to the holders of Ocado's
outstanding 0.875% senior unsecured convertible bonds due 2025 and
3.875% senior unsecured notes due 2026 (together, the "Target
Securities") to tender such Target Securities (the "Tender
Offer"). The Tender Offer was extended to holders of the
Target Securities who are non-US persons and located outside the
United States.
Use
of Proceeds
The net proceeds from the Offerings,
together with cash from the balance sheet to the extent needed, are
intended to be used to fund the Tender Offer.
To the extent the net proceeds of
the Offerings exceed the amount required to purchase the Target
Securities pursuant to the Tender Offer, Ocado expects to retain
such funds to be used to reduce leverage over time, whether at
maturity of the relevant debt or otherwise.
The purpose of these financing
transactions is, amongst other things, to proactively
extend the maturity profile of Ocado's debt. An
appropriate financing policy and sufficient liquidity position
continue to be an important foundation to enable investment in
Ocado's growth plans while maintaining a healthy financial
profile.
Current trading within Ocado evidencing positive
momentum
On 16 July 2024 Ocado reported
strong H1 earnings demonstrating continuing financial, operational
and strategic progress. The Company reported revenue growth of £1.5
billion, up +12.6%, with good profit flow through, resulting in a
raise of FY24 margin guidance to mid-teens percentage, as well as
an improvement to underlying cash flow. As evidenced by the recent
reported growth of online for grocers, it is clear that the global
channel shift to grocery online has now resumed and Ocado is
uniquely well-positioned to take advantage of this
opportunity.
Most recently, Ocado announced a new
order from Kroger to install its latest proprietary automation
across multiple Customer Fulfilment Centres in the United States.
Ocado remains resolutely focused on making continued progress over
the rest of the financial year and beyond, as the business
continues to grow into a profitable, cash-generating, technology
business.
Details of the Convertible Bond Offering
The Bonds will be issued by Ocado
and initially guaranteed by Ocado Holdings Limited, Ocado Operating
Limited, Ocado Central Services Limited, Ocado Innovation Limited,
Ocado Solutions Limited, Ocado Solutions USA Inc., Ocado Solutions
(US) ProCo LLC, Ocado Solutions Canada Inc., and Ocado Intelligent
Automation Limited (together, the "Guarantors"), with the
Guarantors subject to change in certain circumstances.
The Bonds will be issued at par and
are expected to carry a coupon of between 5.75% and 6.25% per annum payable semi-annually
in arrears in equal instalments on 6
February and 6
August of each year, commencing on
6 February 2025. The Bonds
will be convertible into ordinary shares in the capital of the
Company ("Ordinary Shares"). The initial conversion price is
expected to be set at a premium of between 45% and 50% above the clearing price of an
existing Ordinary Share determined in the concurrent Delta
Placement (as defined below). The conversion price will be subject
to adjustment in certain circumstances in line with market
practice.
To facilitate hedging for certain
subscribers of the Bonds, the Joint
Global Coordinators will, on behalf of
certain subscribers of the Bonds, organise a simultaneous placement
of existing Ordinary Shares (the "Delta Placement")
to purchasers procured by the Joint Global
Coordinators.
The Ordinary Shares to be sold in
the Delta Placement will be part of the accelerated bookbuilding
process, but the Company will not receive any proceeds from the
sale of these Ordinary Shares as these are not being issued by, or
sold on behalf of, the Company.
The Company has no responsibility or
liability for stamp duty or any other transfer tax which may arise
from or be due on the sale of these Ordinary Shares.
Settlement and delivery of the Bonds
is expected to take place on or about 6 August 2024 (the "Closing Date"). If not previously converted,
redeemed or purchased and cancelled, the Bonds will be redeemed at
par on 6 August
2029. The Company
will have the option to redeem all outstanding Bonds on or
after 27 August
2027, at par plus accrued interest, if the parity value on each of
at least 20 dealing days in a period of 30 consecutive dealing days
shall have exceeded 130% of the principal
amount.
The Company will also have the
option to redeem all outstanding Bonds, at par plus accrued
interest, at any time if 85% or more of the principal
amount of the Bonds originally issued shall have been previously
redeemed, converted or repurchased and cancelled.
The Convertible Bond Offering will
be directed to institutional investors outside the United States,
Australia, South Africa and Japan, and any other jurisdiction in
which such distribution would be prohibited by applicable law. The
final terms of the Bonds are expected to be announced later
today.
Application is intended to be made
for the Bonds to be admitted to trading on the unregulated open
market (Freiverkehr) of
the Frankfurt Stock Exchange after the Closing Date but prior to
the first interest payment date.
In the context of the Convertible
Bond Offering, the Company will agree to a lock-up relating to
equity and equity-related securities for a period commencing on
pricing and ending 90 calendar days following the Closing Date,
subject to certain exceptions.
Lazard & Co., Limited is acting
as independent financial adviser to Ocado Group plc in relation to
the Offerings.
This Announcement should be read in
its entirety. In particular, you should read and understand the
information provided in the "Important Notice" section of this
Announcement.
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 UK domestic law by virtue of the European Union
(Withdrawal) Act 2018.
For
further information on the Announcement, please
contact:
Ocado Group plc
Stephen Daintith, Chief Financial
Officer
+44 (0) 1707 228 000
Nick Coulter, Head of Investor
Relations
+44 (0) 1707 228 000
Jamie Kerr, Head of
Communications
+44 (0) 1707 228 000
Lucy Legh, Headland
Consultancy
+44 (0) 20 3805 4822
ocadogroup@headlandconsultancy.com
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.
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
LEI: 213800LO8F61YB8MBC74
Important
Notice
NO ACTION HAS BEEN TAKEN BY THE
ISSUER, THE GUARANTORS, THE JOINT BOOKRUNNERS OR ANY OF THEIR
RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR
POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OFFERING OR
PUBLICITY MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE
ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE ISSUER, THE GUARANTORS
AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO
OBSERVE, ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT FOR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL SECURITIES OR THE
SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY
OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE
WOULD BE UNLAWFUL.
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.
THIS ANNOUNCEMENT AND THE OFFERING
WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN, THE UNITED
KINGDOM AND MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA")
AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE
PROSPECTUS REGULATION ("QUALIFIED INVESTORS"). FOR THESE PURPOSES,
THE EXPRESSION "PROSPECTUS REGULATION" MEANS REGULATION (EU)
2017/1129 AND REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 (THE "EUWA").
SOLELY FOR THE PURPOSES OF THE
PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE
2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID
II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU)
2017/593 SUPPLEMENTING MIFID II; (C) LOCAL IMPLEMENTING MEASURES IN
THE EEA; (D) REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA ("UK MIFIR"); AND (E)
THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE
SOURCEBOOK (TOGETHER, THE "PRODUCT GOVERNANCE REQUIREMENTS"), AND
DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT,
CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES
OF THE PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH
RESPECT THERETO, THE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL
PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE
BONDS IS (A) IN THE EEA, ELIGIBLE COUNTERPARTIES AND PROFESSIONAL
CLIENTS ONLY, EACH AS DEFINED IN MIFID II AND (B) IN THE UNITED
KINGDOM, ELIGIBLE COUNTERPARTIES (AS DEFINED IN THE FCA HANDBOOK
CONDUCT OF BUSINESS SOURCEBOOK) AND PROFESSIONAL CLIENTS (AS
DEFINED IN UK MIFIR); AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE
BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE
APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR
RECOMMENDING THE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO
CONSIDERATION THE MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER,
A DISTRIBUTOR SUBJECT TO MIFID II OR THE FCA HANDBOOK PRODUCT
INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK IS RESPONSIBLE FOR
UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE
BONDS (BY EITHER ADOPTING OR REFINING THE MANUFACTURERS' TARGET
MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION
CHANNELS.
THE TARGET MARKET ASSESSMENT IS
WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL
SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE
BONDS.
FOR THE AVOIDANCE OF DOUBT, THE
TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF
SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR UK
MIFIR; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF
INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION
WHATSOEVER WITH RESPECT TO THE BONDS.
THE BONDS 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 THE UNITED KINGDOM. FOR THESE PURPOSES, A RETAIL
INVESTOR MEANS (A) IN THE EEA, 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 (EU)
2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL
CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II AND (B)
IN THE UNITED KINGDOM, A PERSON WHO IS ONE (OR MORE) OF (I) A
RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION
(EU) NO 2017/565 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUWA OR (II) A CUSTOMER WITHIN THE MEANING OF THE
PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE
UNITED KINGDOM (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
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA.
CONSEQUENTLY, NO KEY INFORMATION
DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE
"PRIIPS REGULATION") OR THE PRIIPS REGULATION AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA (THE "UK PRIIPS
REGULATION") FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING
THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UNITED KINGDOM
HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR
OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA
OR THE UNITED KINGDOM MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION
AND/OR THE UK PRIIPS REGULATION.
IN ADDITION, IN THE UNITED KINGDOM
THIS ANNOUNCEMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED
ONLY AT, QUALIFIED INVESTORS (I) WHO 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 "ORDER") AND QUALIFIED INVESTORS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED
KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY
MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED
INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN
THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER
STATES OF THE EEA.
THIS ANNOUNCEMENT HAS NOT BEEN AND
WILL NOT BE REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY
OF SINGAPORE. ACCORDINGLY, THIS ANNOUNCEMENT AND ANY OTHER DOCUMENT
OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR
SUBSCRIPTION OR PURCHASE, OF THE SECURITIES MAY NOT BE CIRCULATED
OR DISTRIBUTED, NOR MAY THE SECURITIES BE OFFERED OR SOLD, OR BE
MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE,
WHETHER DIRECTLY OR INDIRECTLY, TO ANY PERSON IN SINGAPORE OTHER
THAN (I) TO AN INSTITUTIONAL INVESTOR (AS DEFINED IN SECTION 4A OF
THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE, AS MODIFIED OR
AMENDED FROM TIME TO TIME (THE "SFA")) PURSUANT TO SECTION 274 OF THE
SFA, OR (II) TO AN ACCREDITED INVESTOR (AS DEFINED IN SECTION 4A OF
THE SFA) PURSUANT TO AND IN ACCORDANCE WITH THE CONDITIONS
SPECIFIED IN SECTION 275 OF THE SFA.
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).
SINGAPORE SFA PRODUCT CLASSIFICATION: IN CONNECTION WITH SECTION 309B OF THE SFA AND THE
SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018
OF SINGAPORE (THE "CMP REGULATIONS 2018"), THE ISSUER HAS
DETERMINED, AND HEREBY NOTIFIES ALL RELEVANT PERSONS (AS DEFINED IN
SECTION 309A(1) OF THE SFA), THAT THE SECURITIES ARE 'PRESCRIBED
CAPITAL MARKETS PRODUCTS' (AS DEFINED IN THE CMP REGULATIONS 2018)
AND EXCLUDED INVESTMENT PRODUCTS (AS DEFINED IN MAS NOTICE SFA
04-N12: NOTICE ON THE SALE OF INVESTMENT PRODUCTS AND MAS NOTICE
FAA-N16: NOTICE ON RECOMMENDATIONS ON INVESTMENT
PRODUCTS).
THE BONDS MAY BE SOLD ONLY TO
PURCHASERS IN THE PROVINCES OF CANADA PURCHASING, OR DEEMED TO BE
PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED
IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION
73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS,
AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS,
EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE
BONDS OR SHARES ISSUED ON CONVERSION OF THE BONDS MUST BE MADE IN
ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES
LAWS.
ANY DECISION TO PURCHASE ANY OF THE
BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY
A PROSPECTIVE INVESTOR OF THE ISSUER'S AND THE GUARANTORS' PUBLICLY
AVAILABLE INFORMATION AND THE TERMS OF THE SECURITIES, AS
APPLICABLE. NEITHER THE JOINT BOOKRUNNERS NOR ANY OF THEIR
RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF,
OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF,
THIS DOCUMENT OR THE ISSUER'S AND THE GUARANTORS' PUBLICLY
AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS
ANNOUNCEMENT IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP
TO THE CLOSING DATE.
EACH PROSPECTIVE INVESTOR SHOULD
PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN
INVESTMENT IN THE SECURITIES. NONE OF THE ISSUER, THE GUARANTORS OR
THE JOINT BOOKRUNNERS MAKE ANY REPRESENTATION AS TO (I) THE
SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE
APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF
INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE
SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING
INVESTMENTS.
THE JOINT BOOKRUNNERS ARE ACTING ON
BEHALF OF THE ISSUER AND THE GUARANTORS AND NO ONE ELSE IN
CONNECTION WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER
PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE
BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION TO THE
SECURITIES.
Each of the Issuer, the GuarantorS,
the JOINT BOOKRUNNERS and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise
any statement contained in this ANNOUNCEMENT whether as a result of new
information, future developments or otherwise.
