IMPORTANT
NOTICE
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 THIS ANNOUNCEMENT
OR THE TENDER OFFER MEMORANDUM (AS DEFINED BELOW) TO ANY U.S.
PERSON. IN PARTICULAR, THIS ANNOUNCEMENT AND THE TENDER OFFER
MEMORANDUM 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 THIS ANNOUNCEMENT OR THE TENDER OFFER
MEMORANDUM MUST NOT DISTRIBUTE, FORWARD, MAIL, TRANSMIT OR SEND IT
OR ANY RELATED DOCUMENTS IN, INTO OR FROM THE UNITED STATES OR TO
ANY U.S. PERSON. FOR THE PURPOSES OF THIS NOTICE, "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") OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
OR THE TENDER OFFER MEMORANDUM.
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").
5 August
2024
Ocado Group
plc
OCADO GROUP PLC ANNOUNCES THE
MAXIMUM SPEND AMOUNT IN CONNECTION WITH INVITATIONS TO HOLDERS TO
TENDER CERTAIN NOTES FOR PURCHASE IN CASH
Further to the announcement of 29
July 2024, with respect to invitations made by Ocado Group plc (the
"Issuer" or "Ocado") to the holders of its outstanding (i)
0.875% Guaranteed Senior Unsecured Convertible Bonds due 2025
(ISIN: XS2090948279/Common Code: 209094827) (the "Convertible Bonds") and (ii)
3.875% Guaranteed Senior Unsecured Notes due 2026 held pursuant to
Regulation S (ISIN: XS2393761692 / Common
Code: 239376169) (the "2026 Notes") (each a
"Series" and, together, the "Notes") to tender such Notes for
purchase by the Issuer for cash at the applicable Purchase Price
(each such invitation an "Offer" and, together, the "Offers")
subject to satisfaction of the New Offerings Condition and the
General Conditions and the other terms and conditions described in
the Tender Offer Memorandum dated 29 July 2024 (the "Tender Offer
Memorandum"). Capitalised terms used and not otherwise defined in
this announcement have the meanings given in the Tender Offer
Memorandum.
Further to that announcement, the
Issuer announces that, following pricing of the New Debt Securities
to be issued by it, the Maximum Spend Amount in respect of the
Offers is £700 million.
Ocado reserves the right, in its
sole and absolute discretion, to increase or decrease (including at
the Expiration Deadline) the Maximum Spend Amount and to purchase
more or less than the Maximum Spend Amount. Ocado also reserves the
right to accept or reject valid Tender Instructions in its sole and
absolute discretion.
Ocado will announce the results of
the Offers as soon as reasonably practicable after the Expiration
Deadline on 6 August 2024.
The Offers commenced on 29 July 2024
and will expire at 4.00 p.m. (British Summer Time) on 6 August
2024, subject to any announced changes. Settlement is expected to
take place on 13 August 2024.
BNP PARIBAS and Goldman Sachs
International are acting as Dealer Managers for the Tender Offer
and Kroll Issuer Services Limited is acting as Tender Agent. Lazard
& Co., Limited is acting as independent financial adviser to
Ocado Group plc in relation to the Offers and the New
Offerings.
Copies of the Tender Offer
Memorandum are (subject to offer restrictions) available from the
Tender Agent as set out below. Capitalised terms used and not
otherwise defined in this announcement have the meanings given in
the Tender Offer Memorandum.
This announcement is made by Neill
Abrams, Group General Counsel and Company Secretary at Ocado Group
plc.
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.
None of the Issuer, the Dealer Managers, the Tender Agent or
their respective affiliates has expressed any opinion as to whether
the terms of the Offers are fair. None of the Issuer, the Dealer
Managers, the Tender Agent or their respective affiliates, makes
any recommendation that Noteholders submit Tender Instructions and
tender their Notes or refrain from doing so pursuant to the Offers,
and no one has been authorised by any of them to make any such
recommendation. Noteholders must make their own decision as to
whether to submit Tender Instructions and tender Notes or refrain
from doing so and, if they do wish to submit Tender Instructions,
the principal amount of Notes to tender.
DISCLAIMER
This announcement is neither an
offer to purchase nor the solicitation of an offer to sell any of
the securities described herein, nor shall there be any offer or
sale of such securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Offers are made solely
pursuant to the Tender Offer Memorandum.
This announcement must be read in
conjunction with the Tender Offer Memorandum. This announcement and
the Tender Offer Memorandum contain important information which
should be read carefully before any decision is made with respect
to the Offers. If any Noteholder is in any doubt as to the action
it should take, it is recommended to immediately seek its own
financial advice, including tax advice relating to the consequences
resulting from the Offers, from its broker, bank manager,
solicitor, accountant or other independent financial or legal
advisor. 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 pursuant to the Offers.
OFFER AND DISTRIBUTION
RESTRICTIONS
This announcement and the Tender Offer Memorandum do not
constitute an invitation to participate in the Offers 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. The distribution of
this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Tender Offer Memorandum comes
are required by each of the Issuer, the
Dealer Managers and the Tender Agent to inform themselves about and
to observe any such restrictions.
United States
The Offers are not being made and
will not be made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality of interstate or
foreign commerce of, or of any facilities of a national securities
exchange of, the United States or to any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as
amended (each a "U.S. Person")). This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly,
copies of the Tender Offer Memorandum and any other documents or
materials relating to the Offers are not being, and must not be,
directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or
to a U.S. Person and the Notes cannot be tendered in the Offers by
any such use, means, instrumentality or facility or from or within
or by persons located or resident in the United States or by any
U.S. Person. Any purported tender of Notes in the Offers resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by a person
located in the United States, by a U.S. Person, by any person
acting for the account or benefit of a U.S. Person, or by any
agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States or for a U.S. Person will be invalid and
will not be accepted.
The Tender Offer Memorandum is not
an offer of securities for sale in the United States or to U.S.
Persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act.
Each holder of Notes participating
in an Offer will represent that it is not a U.S. Person located in
the United States and is not participating in such Offer from the
United States, or it is acting on a non- discretionary basis for a
principal located outside the United States that is not giving an
order to participate in such Offer from the United States and who
is not a U.S. Person. For the purposes of this and the above
paragraph, "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 of America and the
District of Columbia.
United Kingdom
The Tender Offer Memorandum is being
distributed only to existing Noteholders, and is only addressed to
such existing Noteholders in the United Kingdom where they would
(if they were clients of the Company) be per se professional clients or
per se eligible
counterparties of the Company within the meaning of the rules of
the Financial Conduct Authority ("FCA"). The Tender Offer
Memorandum is not addressed to or directed at any persons who would
be retail clients within the meaning of the FCA rules and any such
persons should not act or rely on it. Recipients of the Tender
Offer Memorandum should note that the Company is acting on its own
account in relation to the Offers and will not be responsible to
any other person for providing the protections which would be
afforded to clients of the Company or for providing advice in
relation to the Offers.
In addition, the communication of
the Tender Offer Memorandum and any other documents or materials
relating to the Offers is 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, as amended. Accordingly, the Tender Offer Memorandum and/or
such 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 such documents and/or materials as a financial
promotion is only being made to, and may only be acted upon by,
those 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, as amended (the "Financial Promotion
Order")) or persons who are within Article 43 of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
European Economic Area
(EEA)
In any European Economic Area (EEA)
Member State (the "Relevant State"), the Offers are only addressed
to and are only directed at qualified investors in that Relevant
State within the meaning of the Prospectus Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June
2017, as amended (the "Prospectus Regulation").
Each person in a Relevant State who
receives any communication in respect of the Offers contemplated in
the Tender Offer Memorandum will be deemed to have represented,
warranted and agreed to with the Dealer Manager and the Issuer that
it is a qualified investor within the meaning of Article 2(e) of
the Prospectus Regulation.
Belgium
Neither the Tender Offer Memorandum
nor any other documents or materials relating to the Offers have
been submitted to or will be submitted for approval or recognition
to the Financial Services and Markets Authority (Autorité des services et marchés
financiers/Autoriteit voor financiële diensten en markten)
and, accordingly, the
Offers may not be made in Belgium by way of a public offering, as
defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on
public takeover bids as amended or replaced from time to time.
Accordingly, the Offers may not be advertised and the Offers will
not be extended, and neither the Tender Offer Memorandum nor any
other documents or materials relating to the Offers (including any
memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than where
it concerns only securities held by "qualified investors" in the
sense of Article 2(e) of the EU Prospectus Regulation, acting on
their own account. The Tender Offer Memorandum has been issued only
for the personal use of the above qualified investors and
exclusively for the purpose of the Offers. Accordingly, the
information contained in the Tender Offer Memorandum may not be
used for any other purpose or disclosed to any other person in
Belgium.
France
The Offers are not being made,
directly or indirectly, in the Republic of France ("France") other
than to qualified investors (investisseurs qualifiés) as defined in
Article L.411-2 1° of the French Code monétaire et financier. None of
the Tender Offer Memorandum, this announcement or any other
documents or materials relating to the Offers have been or shall be
distributed in France other than to qualified investors
(investisseurs qualifiés)
and only qualified investors (investisseurs qualifiés) are eligible
to participate in the Offers. The Tender Offer Memorandum, this
announcement and any other document or material relating to the
Offers have not been and will not be submitted for clearance to,
nor approved by, the Autorité des
marchés financiers.
Italy
None of the Offers, the Tender Offer
Memorandum, this announcement or any other documents or materials
relating to the Offers has been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Società e
la Borsa ("CONSOB").
The Offers are being carried out in
the Republic of Italy as exempted offers 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 4 of CONSOB Regulation No. 11971 of 14
May 1999.
Noteholders, or beneficial owners of
the Notes, can tender some or all of their Notes pursuant to the
Offers 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. 20307 of 15 February 2018, 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.
Each intermediary must comply with
the applicable laws and regulations concerning information duties
vis-a-vis its clients in connection with the Notes or the
Offers.
Spain
None of any Offer, the Tender Offer
Memorandum or this announcement constitutes an offer of securities
to the public in Spain under Regulation (EU) 2017/1129 or a tender
offer in Spain under the restated text of the Spanish Securities
Market Act approved by Royal Legislative Decree 4/2015, of 23
October, and under Royal Decree 1066/2007, of 27 July, all of them
as amended, and any regulation issued thereunder.
Accordingly, the Tender Offer
Memorandum and this announcement have not been and will not be
submitted for approval or approved by the Spanish Securities Market
Commission (Comisión Nacional del
Mercado de Valores).
Switzerland
A public offer within the meaning of
the Swiss Financial Services Act ("FinSA") may not be directly or
indirectly made in Switzerland with respect to the Notes.
Therefore, neither the Tender Offer Memorandum nor any other
offering or marketing material relating to the Notes constitutes a
prospectus as such term is understood pursuant to article 35 FinSA
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 Offers. When in doubt, investors based in Switzerland are
recommended to contact their legal, financial or tax adviser with
respect to the Offers.
Luxembourg
The terms and conditions relating to
the Tender Offer Memorandum 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 Offers may not be made to the public in
Luxembourg, directly or indirectly, and none of the Tender Offer
Memorandum 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 10 July 2005 on prospectuses for
securities.
Canada
The Offers are only being made,
directly or indirectly, in Canada to accredited investors that are
permitted clients. Any resident in Canada
that receives the Tender Offer Memorandum shall be deemed to
warrant that it is an accredited investor, a permitted client and
was not created or used solely to purchase or hold securities as an
accredited investor (if not a natural person). Noteholders, or beneficial owners of the Notes
that receive the Tender Offer Memorandum have
expressly requested that all documents evidencing or relating in
any way to the Offers be drawn up in the English language only.
Par la réception de ce document,
chaque acheteur canadien confirme par les présentes qu'il a
expressément exigé que tous les documents faisant foi ou se
rapportant de quelque manière que ce soit à la vente des valeurs
mobilières décrites aux présentes (incluant, pour plus de
certitude, toute confirmation d'achat ou tout avis) soient rédigés
en anglais seulement.
General
None of the Tender Offer Memorandum,
this announcement or the electronic transmission thereof
constitutes an offer to buy or the solicitation of an offer to sell
Notes (and tenders of Notes for purchase pursuant to the Offers
will not be accepted from Noteholders) in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
an Offer to be made by a licensed broker or dealer and the Dealer
Managers or any of its affiliates is such a licensed broker or
dealer in any such jurisdiction, such Offer shall be deemed to be
made by the Dealer Managers or such affiliate, as the case may be,
on behalf of the Issuer in such jurisdiction.
In addition to the representations
referred to above in respect of the United States, each Noteholder
participating in an Offer will be deemed to give certain other
representations as set out in the Tender Offer Memorandum. Any
tender of Notes for purchase pursuant to the Offers from a
Noteholder that is unable to make these representations will not be
accepted.
Each of the Issuer, the Dealer
Managers and the Tender Agent reserves the right, in its sole and
absolute discretion, to investigate, in relation to any tender of
Notes for purchase pursuant to an Offer whether any such
representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Issuer determines
(for any reason) that such representation is not correct, such
tender or submission may be rejected.