TIDMOCDO
RNS Number : 2418V
Ocado Group PLC
02 December 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OR IN OR INTO JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD
BE PROHIBITED BY APPLICABLE LAW
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Ocado Group plc
2 December 2019
Ocado Group plc Convertible Bond Offering
Ocado Group plc (the "Issuer" or "Ocado Group") today announces
the launch of an offering (the "Offering") of approx. GBP500
million of guaranteed senior unsecured Convertible Bonds due 2025
(the "Bonds").
The net proceeds of the issue of the Bonds will be used to fund
capital expenditure in relation to Ocado Solutions' commitments and
general corporate purposes. The Offering enables Ocado Group to
diversify its funding sources and capitalise on attractive issuance
conditions.
The Bonds will be issued by Ocado Group and initially guaranteed
by Ocado Operating Limited, Ocado Innovation Limited, Ocado Central
Services Limited, Ocado Solutions Limited and Ocado Holdings
Limited (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 0.75% and 1.25% per annum payable semi-annually
in arrear on 9 June and 9 December in each year, with the first
interest payment date being 9 June 2020. The Bonds will be
convertible into ordinary shares of the Issuer (the "Ordinary
Shares"). The initial conversion price is expected to be set at a
premium of between 40.0% and 45.0% above the volume weighted
average price (VWAP) of an Ordinary Share on the London Stock
Exchange between opening and pricing of the Offering on 2 December
2019. The conversion price will be subject to adjustment in certain
circumstances in line with market practice.
Settlement and delivery of the Bonds is expected to take place
on or about 9 December 2019 (the "Closing Date"). If not previously
converted, redeemed or purchased and cancelled, the Bonds will be
redeemed at par on 9 December 2025. The Issuer will have the option
to redeem all outstanding Bonds on or after 30 December 2023, 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 Issuer 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 shall have been previously
converted or repurchased and cancelled.
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 Offering, the Issuer 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.
Goldman Sachs International and J.P. Morgan Cazenove are acting
as Joint Bookrunners for the Offering.
Update on Ocado Retail Ltd
In the 13 weeks to 1 Dec 2019, we expect Retail Revenue growth
of 10-11%, with growth in orders including those for Ocado Zoom
slightly higher than Retail Revenue growth.
Person responsible for arranging release of this
announcement:
Neill Abrams
Company Secretary
Ocado Group plc
Buildings One & Two
Trident Place
Mosquito Way
Hatfield
Hertfordshire AL10 9ULFax: +44 (0)1707 227 997
email: company.secretary@ocado.com
LEI: 213800LO8F61YB8MBC74
IMPORTANT NOTICE IN RELATION TO THE BONDS
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 PRESS RELEASE 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 PRESS RELEASE COMES
ARE REQUIRED BY THE ISSUER, THE GUARANTORS AND THE JOINT
BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH
RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES. THIS PRESS RELEASE 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.
THE BONDS MAY BE SOLD IN CANADA 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.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED
TO, AND DIRECTED IN 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.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN
FINANCIAL INSTRUMENTS, AS AMED ("MIFID II"); (B) ARTICLES 9 AND 10
OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID
II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II
PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY
LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH
ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II 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
ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS
DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE
BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE
APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMING
THE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE
MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR
SUBJECT TO MIFID II 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 (B) A RECOMMATION 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 INTED 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 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. CONSEQUENTLY, NO
KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014,
AS AMED (THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE BONDS
OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA
HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR
OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA
MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE 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 AMED (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 PRESS RELEASE 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 OTHER
THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED
INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
PRESS RELEASE 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 (OTHER THAN THE UNITED KINGDOM).
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON
THE BASIS OF AN INDEPENT REVIEW BY A PROSPECTIVE INVESTOR OF THE
ISSUER'S AND THE GUARANTORS' PUBLICLY AVAILABLE INFORMATION.
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
PRESS RELEASE OR THE ISSUER'S AND THE GUARANTORS' PUBLICLY
AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS
RELEASE 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 BONDS OR THE
ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON
CONVERSION OF THE BONDS AND NOTIONALLY UNDERLYING THE BONDS
(TOGETHER WITH THE BONDS, 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 JOINT 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 PRESS RELEASE whether as a result of new information, future
developments or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
STRTBBTTMBTMTTL
(END) Dow Jones Newswires
December 02, 2019 02:00 ET (07:00 GMT)
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