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").
Ocado Group
plc
7 August
2024
OCADO GROUP PLC ANNOUNCES THE
RESULTS OF INVITATIONS TO HOLDERS TO
TENDER CERTAIN NOTES FOR PURCHASE IN CASH
Ocado Group plc (the "Issuer") announces the results of its
previously announced invitation to holders
of its (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 stated in the table below (each such
invitation an "Offer" and,
together, the "Offers")
subject to satisfaction of the New Offerings Condition and the
General Conditions (each, as defined below) 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.
The Offers were launched by the
Issuer on 29 July 2024 and expired at 16:00 BST on 6 August 2024 (the
"Expiration
Deadline").
At the Expiration Deadline, a total
of £703,516,000 aggregate principal amount of Notes (comprised of
(i) £427,200,000 aggregate principal amount of Convertible Bonds
and (ii) £276,316,000 aggregate principal amount of 2026 Notes) had
been validly tendered pursuant to the Offers. The total Purchase
Consideration (which excludes accrued but unpaid interest) for the
aggregate principal amount of Notes tendered and accepted for
purchase is £654,269,880.
The following table sets forth
certain information relating to the results of the respective
Offers:
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Aggregate Principal Amount of
Notes Validly Tendered
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Aggregate Principal
Amount of Notes Accepted for Purchase
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0.875% Guaranteed Senior Unsecured Convertible Bonds due
2025 (the "Convertible
Bonds")
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XS2090948279
/209094827
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£427,200,000
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£427,200,000
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93.00 per
cent.
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3.875%
Guaranteed Senior Unsecured Notes due 2026 (the "2026 Notes")
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XS2393761692/ 239376169
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£276,316,000(2)
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£276,316,000
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93.00 per
cent.
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Note:
(1) In addition to
the purchase price, the Issuer will pay accrued and unpaid interest
from and including the relevant interest payment date to but
excluding the settlement date for the Offers in respect of Notes
(as defined below) accepted for purchase.
(2) The Aggregate
Principal Amount of Notes Validly Tendered comprises the 2026
Notes, which are held pursuant to the Regulation S global note
in respect thereof (ISIN: XS2291928849 / Common Code: 229192884) as
of 29 July 2024, and does not include the notes issued under the
2026 Notes Indenture that are held pursuant to the Rule 144A
global note in respect of the notes issued thereunder
(ISIN: XS2393969170/ Common Code:
239396917) (the
"Rule 144A
2026 Notes"). For the avoidance of
doubt, the Offer made pursuant to the Tender Offer Memorandum in
respect of the 2026 Notes was only in respect of the 2026 Notes,
that are held pursuant to the Regulation S global
note.
Noteholders whose Notes have been
validly tendered and accepted for purchase by the Issuer are
eligible to receive the Purchase Price (as set out above) plus
accrued and unpaid interest on those Notes from (and including) the
relevant interest payment date for such Series of Notes up to (but
excluding) the Settlement Date (as defined below).
Subject to satisfaction in full or
waiver of the New Offerings Condition and the General Conditions,
the Issuer expects to make payment for the Notes of each Series of
Notes validly tendered and accepted for purchase on 13 August 2024
(the "Settlement Date").
Such payment through the Clearing Systems will discharge the
payment obligations of the Issuer in respect of payment of the
Purchase Price and Accrued Interest. Under no circumstances will
any interest be payable because of any delay in the transmission of
funds to Noteholders by any of the Clearing Systems.
Following cancellation of the Notes
validly tendered and accepted for purchase, the aggregate principal
amount of (i) the 0.875% Guaranteed Senior
Unsecured Convertible Bonds due 2025 remaining outstanding on the Settlement Date under the 2025
Convertible Bonds Trust Deed will amount to £172,800,000, and (ii) the
3.875% Guaranteed Senior Unsecured Notes due
2026 remaining outstanding on the
Settlement Date under the 2026 Notes Indenture (which, for the
avoidance of doubt, includes the 2026 Notes and the Rule 144A 2026
Notes) will amount to £223,684,000.
The
Issuer reserves the right at any time or from time to time
following completion of the Offers to engage in open market
purchases, privately negotiated transactions, tender offers,
exchange offers, redemptions or otherwise (including, without
limitation, those offered pursuant to these Offers but not accepted
for purchase), in each case on terms that may be more or less
favourable than those contemplated by the Offers.
Further Information
Any questions or requests for
assistance in connection with (i) the Offers, may be directed to
any of BNP PARIBAS and Goldman Sachs International, and (ii) the
delivery of Tender Instructions or requests for additional copies
of the Tender Offer Memorandum or related documents, which may be
obtained free of charge, may be directed to the Tender Agent, the
contact details for each of which are provided on the back cover of
this announcement.
This announcement is neither an
offer to purchase nor a solicitation of an offer to sell any Notes.
The Offers were made only pursuant to the
Tender Offer Memorandum, and the information in this announcement
is qualified by reference to the Tender Offer
Memorandum.
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 released by
Ocado Group plc and contains information that qualified or may have
qualified as inside information for the purposes of Article 7 of
MAR, encompassing information relating to the Offer described
above. For the purposes of MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055 (including as it forms part
of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended), this announcement is made by
Neill Abrams, Group General Counsel and Company Secretary at Ocado
Group plc.
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THE ISSUER
Ocado Group
plc
Buildings One & Two
Trident Place, Mosquito Way, Hatfield, Hertfordshire AL10 9UL,
United Kingdom
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DEALER
MANAGERS
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BNP PARIBAS
10
Harewood Avenue
London
NW1 6AA
United
Kingdom
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email:
liability.management@bnpparibas.com
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Goldman Sachs
International
Plumtree
Court
25 Shoe
Lane
London
EC4A 4AU
United
Kingdom
Telephone: +44 20 7774 4836
Attention: Liability Management Group
Email: liabilitymanagement.eu@gs.com
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Requests for information in
relation to the procedures for tendering Notes should be directed
to the Tender Agent:
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THE TENDER
AGENT
Kroll
Issuer Services Limited
The
Shard
32 London
Bridge Street
London
SE1
9SG
United
Kingdom
Attention: David Shilson
Telephone: + 44 20 7704 0880
Email:
ocado@is.kroll.com
Offer
Website: https://deals.is.kroll.com/ocado
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DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. 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 were made solely pursuant to the
Tender Offer Memorandum.
Certain statements in this
announcement are not historical facts and are forward-looking. The
Issuer may from time to time make written or oral forward-looking
statements in reports to shareholders and in other communications.
Forward-looking statements include statements concerning the
Issuer's plans, expectations, projections, objectives, targets,
goals, strategies, future events, future operating revenues or
performance, capital expenditures, financing needs, plans or
intentions relating to acquisitions, its competitive strengths and
weaknesses, its business strategy, and the trends the Issuer
anticipates in the industries and the political and legal
environments in which it operates and other information that is not
historical information. Words such as "believe", "anticipate",
"estimate", "target", "potential", "expect", "intend", "predict",
"project", "could", "should", "may", "will", "plan", "aim", "seek"
and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying such
statements.
The forward-looking statements
contained in this announcement are largely based on the Issuer's
expectations, which reflect estimates and assumptions made by its
management. These estimates and assumptions reflect the Issuer's
best judgement based on currently known market conditions and other
factors, some of which are discussed below. In addition,
management's assumptions about future events may prove to be
inaccurate. Factors that could materially affect these
forward-looking statements can be found in the Tender Offer
Memorandum under the heading "Risk Factors." The Issuer cautions all
readers that the forward-looking statements contained in this
announcement are not guarantees of future performance, and it
cannot assure any reader that such statements will be realised or
the forward-looking events and circumstances will occur.
Any forward-looking statements are
only made as of the date of this announcement. Accordingly, the
Issuer does not intend, and does not undertake any obligation, to
update any forward-looking statements set forth in this
announcement. You should interpret all subsequent written or oral
forward-looking statements attributable to the Issuer or to persons
acting on its behalf as being qualified by the cautionary
statements in this announcement. As a result, you should not place
undue reliance on such forward-looking statements.
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.