TIDMOCDO
RNS Number : 3654F
Ocado Group PLC
12 July 2019
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INSIDE
INFORMATION REGARDING OCADO GROUP PLC'S 4.00% Senior Secured Notes
due 2024 FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE
REGULATION (EU) 596/2014 ("MAR")
Ocado Group plc announces consent solicitation relating to its
4.00% Senior Secured Notes due 2024
July 12, 2019 - Ocado Group plc ("Ocado") today announced that
it has commenced a solicitation of consents (the "Consents") from
registered holders of its 4.00% Senior Secured Notes due 2024 (ISIN
XS1634001892 and XS1634001975) (the "Notes") to a waiver (the
"Waiver") with respect to, and amendments (the "Proposed
Amendments") of, certain restrictive covenants and other provisions
contained in the indenture dated as of June 19, 2017 (the
"Indenture") governing the Notes (the "Consent Solicitation"). The
Consent Solicitation is being made upon the terms and subject to
the conditions set forth in the consent solicitation statement
dated July 12, 2019 (the "Consent Solicitation Statement"). Defined
terms used but not defined in this announcement have the meanings
set forth in the Consent Solicitation Statement.
Background
On February 27, 2019, the Company, Ocado Holdings Limited
("OHL"), Marks and Spencer Holdings Limited ("M&S Holdings"),
Marks and Spencer Group plc and Marks and Spencer plc entered into
a share purchase agreement pursuant to which, subject to the
satisfaction or waiver of certain conditions, OHL will dispose 50%
of Ocado's U.K. retail business through the disposal of 50% of the
entire issued share capital of Ocado Retail Limited ("ORL"), which
owns Speciality Stores Limited, to M&S Holdings (the "ORL
Sale"). The ORL Sale is currently expected to complete on August 5,
2019. As a result of the ORL Sale, a 50/50 joint venture will be
formed between OHL and M&S Holdings at its completion (ORL
after the completion of the ORL Sale is referred to herein as
"JVCo").
The cash received from the ORL Sale will give the Group the
option to develop and grow the Ocado Solutions Limited business,
enabling it to continue to expand within the United Kingdom and
internationally (subject to its exclusivity commitments, including
those described in the Shareholder Circular) and for general
corporate purposes.
The ORL Sale and the entry into, and performance of, the
transactions contemplated by, the Shareholders' Agreement, the
Solutions Agreement, the Operating Agreement, the Sourcing and
Branding Agreement and the Shareholder Loan Facility Agreement
(each as described in more detail in the Consent Solicitation
Statement) and certain other associated arrangements, are referred
to herein as the "Transaction".
Rationale for the Consent Solicitation
The purpose of the Consent Solicitation is to (i) obtain waivers
with respect to any breaches of covenants or other provisions in
the Indenture, and any related Default and/or Event of Default
(each as defined in the Indenture), and the consequences thereof,
which may otherwise arise under the Indenture as a result of the
Transaction or any other transaction or action ancillary thereto,
and (ii) provide certain additional flexibility for the Company and
the Restricted Subsidiaries to engage in transactions with JVCo on
an ongoing basis. The Waiver and the Proposed Amendments are
described in more detail in the Consent Solicitation Statement.
Consent Solicitation
The Consent Solicitation will expire at 4:00 p.m., London time,
on July 19, 2019, unless extended or earlier terminated by the
Company in its sole discretion (the "Expiration Time").
Adoption of the Waiver and the Proposed Amendments requires
Consents from holders of a majority in aggregate principal amount
of outstanding Notes (the "Requisite Consents").
Holders may revoke their Consents prior to the earlier of the
Effective Time (as defined below) and the Expiration Time (such
date and time, the "Revocation Deadline").
If the Requisite Consents are received on or prior to the
Expiration Time, the Company expects that it will execute a
supplemental indenture (the "Supplemental Indenture") with respect
to the Indenture (which, once the Requisite Consents have been
received, may occur, in the Company's sole discretion, prior to or
promptly after the Expiration Time; such time when the Supplemental
Indenture is executed, the "Effective Time"). The Waiver and the
Proposed Amendments will become effective at the Effective Time,
but will only become operative not later than shortly before the
consummation of the ORL Sale (as defined below) in accordance with
the terms of the Solicitation.
If (i) the Requisite Consents have been received at or before
the Expiration Time and have not been validly revoked before the
Revocation Deadline, (ii) the Supplemental Indenture has been
executed, (iii) the ORL Sale has been consummated, and (iv) the
other conditions set forth in the Consent Solicitation Statement
have been satisfied or waived by the Company, the Company will pay
or cause to be paid to each holder who has delivered (and not
subsequently validly revoked) a valid Consent a cash payment equal
to GBP2.50 per GBP1,000 principal amount of Notes in respect of
which such Consent has been delivered (the "Consent Fee").
It is expected that any Consent Fee will be paid to holders not
later than promptly after the completion of the ORL Sale (which is
currently expected to occur on August 5, 2019). As a result, there
may be a significant delay between the Expiration Time and the date
on which the holders will receive the Consent Fee.
In the event that the Requisite Consents are not obtained prior
to the Expiration Time or if the Consent Solicitation is
terminated, the Waiver and the Proposed Amendments will not become
operative and no Consent Fee will be paid to holders of the Notes,
and the Company intends to redeem the Notes in accordance with
their terms (which would be funded using part of the proceeds of
the ORL Sale).
Goldman Sachs International is acting as the solicitation agent
(the "Solicitation Agent") and Lucid Issuer Services Limited is
acting as the tabulation and information agent (the "Tabulation and
Information Agent") in connection with the Consent Solicitation.
Copies of the Consent Solicitation Statement are available by
contacting the Tabulation and Information Agent at +44 20 7704 0880
or ocado@lucid-is.com. Questions regarding the Consent Solicitation
should be directed to the Solicitation Agent at +44 20 7552 6157 or
liabilitymanagement.eu@gs.com.
This announcement shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Consent Solicitation is being made only pursuant to the Consent
Solicitation Statement and only in such jurisdictions as is
permitted under applicable law.
This announcement is released by Ocado Group plc and contains
inside information regarding the Notes for the purposes of MAR,
encompassing information relating to the Consent Solicitation, the
Waiver and Proposed Amendments described above.
Person responsible for arranging the release of this
announcement:
Neill Abrams
Company Secretary
Ocado Group plc
Buildings One & Two
Trident Place
Mosquito Way
Hatfield
Hertfordshire AL10 9UL
Fax: +44 (0)1707 227 997
email: company.secretary@ocado.com
Ocado Group plc LEI: 213800LO8F61YB8MBC74
* * * * *
Forward-looking statements
This announcement includes forward-looking statements. All
statements, other than statements of historical fact, included in
this announcement regarding the financial condition of the Company
and its subsidiaries (together, the "Group"), the Transaction, the
transactions between the Company or other members of the Group and
JVCo, or regarding future events or prospects are forward-looking
statements.
The Company's estimates and forward-looking statements are
mainly based on its current expectations and estimates on
projections of future events and trends, which affect or may affect
its businesses and results of operations. Although the Company
believes that these estimates and forward-looking statements are
based upon reasonable assumptions, they are subject to a number of
risks, uncertainties and assumptions and are made in light of
information currently available to it. Should one or more of these
risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may differ materially
from those predicted in their forward-looking statements and from
past results, performance or achievements. All forward-looking
statements contained in this announcements are qualified in their
entirety by this cautionary statement.
There is no intention to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise, except to the extent required by applicable law. All
subsequent written or oral forward-looking statements attributable
to the Company, the Group or persons acting on their behalf, are
also expressly qualified in their entirety by the cautionary
statements contained throughout this announcement. As a result of
these risks, uncertainties and assumptions, holders should not
place undue reliance on these forward-looking statements.
Disclaimer
This announcement must be read in conjunction with the Consent
Solicitation Statement. This announcement and the Consent
Solicitation Statement contain important information which must be
read carefully before any decision is made with respect to the
Consent Solicitation. Holders who are in doubt as to the impact of
the Waiver and the Proposed Amendments in connection with the
Consent Solicitation (including any tax consequences) are urged to
seek their own independent advice. The Solicitation Agent, the
Tabulation and Information Agent and the Trustee have not made and
will not make any assessment of the merits of the Consent
Solicitation or of the impact of the Consent Solicitation on the
interests of the holders either as a class or as individuals.
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
STRGRGDRGXBBGCD
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