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").
29
July 2024
Ocado Group
plc
Ocado Group plc announces
invitations to holders to tender certain notes for purchase in
cash
Ocado Group plc (the "Issuer" or the "Company") has today launched an
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 of the Convertible
Bonds and the 2026 Notes, 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 in the Tender Offer Memorandum) and
the other terms and conditions described in the Tender Offer
Memorandum dated 29 July 2024 (the "Tender Offer Memorandum"). Subject to
applicable law, the Issuer reserves the right, in its sole and
absolute discretion, to waive any and all conditions to the
Offers.
The Issuer proposes to accept Notes
for purchase with an aggregate Purchase Consideration (excluding
any accrued but unpaid interest) not to
exceed a stated amount that the Issuer
intends to announce as described in section "Indicative Timetable" below
(the "Maximum
Spend Amount"), which is expected to be at least equal to
the aggregate principal amount of Notes validly tendered that are
given First Priority of Acceptance, on the terms and conditions
contained in the Tender Offer Memorandum, subject to the right of the Issuer to increase or decrease any
such amount in its sole and absolute discretion (including at the
Expiration Deadline) and subject to the right of the Issuer to
accept or reject valid Tender Instructions in its sole and absolute
discretion.
If the Issuer decides to accept any
validly tendered Notes of any Series for purchase pursuant to an
Offer, the Issuer intends to accept validly tendered Notes in the
following order of priority:
(1) validly tendered Notes of
either Series that are given First Priority of Acceptance pursuant
to a valid Tender and Priority Acceptance Instruction up to an
amount equal to the aggregate principal amount of the relevant
Noteholder's Allocation Amount (the "First Priority Level") up to the
Maximum Spend Amount (the aggregate Purchase Consideration in
respect of all such Notes given First Priority of Acceptance, the
"First Priority Acceptance
Amount");
(2) to the extent that the
Maximum Spend Amount is greater than the First Priority Acceptance
Amount, valid Tender Only Instructions in respect of Convertible
Bonds (the "Second Priority
Level") up to an aggregate Purchase Consideration equal to
the Maximum Spend Amount less the First Priority Acceptance Amount
(the "Second Priority Acceptance
Amount"); and
(3) to the extent that the
Maximum Spend Amount is greater than the sum of the (x) First
Priority Acceptance Amount and (y) the Second Priority Acceptance
Amount, valid Tender Only Instructions in respect of the 2026 Notes
(the "Third Priority Level"
and each of the First Priority Level, Second Priority Level and
Third Priority Level, a "Priority
Level" and together, the "Priority Levels") up to an aggregate
Purchase Consideration equal to the Maximum Spend Amount less the
sum of the (x) First Priority Acceptance Amount and (y) the Second
Priority Acceptance Amount (the "Third Priority Acceptance Amount" and
each of the First Priority Acceptance Amount, the Second Priority
Acceptance Amount and the Third Priority Acceptance Amount, an
"Acceptance
Amount"),
in each case, subject to (i) the
Issuer's right to adjust the Maximum Spend Amount as further
described under "First Priority
of Acceptance on the Tender Instructions" below and (ii) to
the extent required, the scaling described in "Scaling" below.
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.
Summary of the Offers
|
|
|
|
Aggregate Principal Amount
Outstanding
|
|
Amount subject to the
Offers(2)
|
|
0.875% Guaranteed Senior Unsecured Convertible Bonds due
2025 (the "Convertible
Bonds")
|
XS2090948279
/209094827
|
9
December 2025
|
£600,000,000
|
93.00 per
cent.
|
A maximum
amount of cash the Issuer will spend to acquire Notes in the Offers
(in each case as defined below), excluding any accrued but unpaid
interest (as described below) (subject to the right of the Issuer
to increase or decrease such amount in its sole and absolute
discretion).
|
|
|
|
3.875%
Guaranteed Senior Unsecured Notes due 2026 (the "2026 Notes")
|
XS2393761692/ 239376169
|
8 October
2026
|
£498,800,000(3)
|
93.00 per
cent.
|
Note:
(1)
In addition to the applicable purchase price, the
Issuer will pay accrued but 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)
For further information refer to "Overview of Offers−Maximum Spend
Amount" in the Tender Offer Memorandum.
(3)
The Aggregate Principal
Amount Outstanding comprises the 2026 Notes, which are held
pursuant to the Regulation S global note in respect thereof
(ISIN: XS2393761692/ Common Code: 239376169) as of 29 July 2024,
and does not include the notes issued under the 2026 Notes
Indenture (as defined below) 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 being made pursuant to the
Tender Offer Memorandum in respect of the 2026 Notes is only in
respect of the 2026 Notes, that are held pursuant to the
Regulation S global note. The outstanding aggregate principal
amount of the 2026 Notes together with the Rule 144A 2026 Notes is
£500,000,000 (collectively, the "Issued 2026 Notes").
THE
OFFERS COMMENCED ON 29 JULY 2024 AND WILL EXPIRE AT 16:00 BST ON 6
AUGUST 2024 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED,
RE-OPENED, WITHDRAWN OR TERMINATED AT THE SOLE DISCRETION OF THE
ISSUER. DETAILS OF ANY SUCH EXTENSION, RE-OPENING, WITHDRAWAL OR
TERMINATION WILL BE NOTIFIED TO NOTEHOLDERS AS SOON AS REASONABLY
PRACTICABLE AFTER SUCH DECISION. TENDER INSTRUCTIONS, ONCE
SUBMITTED, MAY NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES
OUTLINED IN THE TENDER OFFER MEMORANDUM UNDER THE HEADING
"AMENDMENT AND
TERMINATION".
Custodians, Direct Participants and Clearing Systems will have
deadlines for receiving instructions prior to the Expiration
Deadline and holders should contact the intermediary through which
they hold their Notes as soon as possible to ensure proper and
timely delivery of instructions.
Purpose of the Offers
The purpose of the Offers and the
New Offerings is, amongst other things, to proactively manage the
Issuer's maturity profile. The Offers also provide Noteholders with
the opportunity to sell their current holdings in the Notes, as
more fully described in the Tender Offer Memorandum.
New Offerings Condition
The Issuer announced on 29 July 2024
its intention to issue New Notes and New Convertible Bonds (each as
defined in the Tender Offer Memorandum) with a combined target
aggregate principal amount of £600 million (the "New Offerings"). The actual aggregate
principal amount issued may be greater or less than this
target. It is expected that the offering of
the New Notes and the New Convertible Bonds will each close prior
to the Settlement Date. Whether the Issuer will accept for purchase
any Notes validly tendered in the Offers is subject, without
limitation, to the issuance of debt securities in the New Offerings
in an amount, and on terms, satisfactory to the Issuer in its sole
discretion (the "New Offerings
Condition").
Purchase Price
Subject to the applicable Minimum
Denomination in respect of the relevant Series of Notes, the
Purchase Price will be: (i) 93.00 per cent. of the principal amount
in respect of the Convertible Bonds; and (ii) 93.00 per cent. of
the principal amount in respect of the 2026 Notes.
In respect of any Notes accepted for
purchase, the Issuer will also pay an amount equal to any accrued
but unpaid interest on the relevant Notes from, and including, the
relevant interest payment date for such Notes immediately preceding
the Settlement Date up to, but excluding, the Settlement Date,
which is expected to be 13 August 2024.
Notes repurchased by the Issuer
pursuant to the Offers may be cancelled. Notes which have not been
validly tendered and accepted for purchase pursuant to the Offers
will remain outstanding after the Settlement Date.
Maximum Spend Amount
The Issuer proposes to accept Notes
for purchase with an aggregate Purchase Consideration (excluding
any accrued but unpaid interest) not to
exceed the Maximum Spend Amount, which is
expected to be at least equal to the aggregate principal amount of
Notes validly tendered that are given First Priority of Acceptance,
on the terms and conditions contained in the Tender Offer
Memorandum, subject to the right of the
Issuer to increase or decrease any such amount in its sole and
absolute discretion (including at the Expiration Deadline) and
subject to the right of the Issuer to accept or reject valid Tender
Instructions in its sole and absolute discretion.
Tenders of Notes may be pro-rated as
set out in the Tender Offer Memorandum. Any adjustments to the
announced Maximum Spend Amount will be announced with the results
of the Offers.
Order of Priority in Accepting Validly Tendered
Notes
As more fully described above and in
the Tender Offer Memorandum, if the Issuer decides to accept any
validly tendered Notes of any Series for purchase pursuant to an
Offer, the Issuer intends to accept validly tendered Notes in the
following order of priority:
(1) validly tendered Notes of
either Series that are given First Priority Level up to the First
Priority Acceptance Amount;
(2) to the extent that the
Maximum Spend Amount is greater than the First Priority Acceptance
Amount, valid Tender Only Instructions in respect of Second
Priority Level up to the Second Priority Acceptance Amount;
and
(3) to the extent that the
Maximum Spend Amount is greater than the sum of the (x) First
Priority Acceptance Amount and (y) the Second Priority Acceptance
Amount, valid Tender Only Instructions in respect of the Third
Priority Level up to the Third Priority Acceptance
Amount,
in each case, subject to (i) the
Issuer's right to adjust the Maximum Spend Amount as further
described under "First
Priority of Acceptance on the Tender Instructions" below and
(ii) to the extent required, the scaling described in "Scaling" below.
Scaling
In respect of each Series, if the
Issuer decides to accept any validly tendered Notes of such Series
for purchase pursuant to Tender Only Instructions it will do so by
following the order of priority as described above under
"Order of
Priority in Accepting Validly Tendered
Notes."
To the extent the aggregate principal
amount of validly tendered Notes in respect of a Priority Level is
less than or equal to the Acceptance Amount in respect of such
Priority Level, the Issuer expects to accept all such Notes for
purchase.
To the extent the aggregate principal
amount of validly tendered Notes in respect of a Priority Level
exceeds the Acceptance Amount in respect of such Priority Level,
the Issuer intends to accept validly tendered Notes in respect of
such Priority Level for purchase on a pro rata basis such that the
aggregate principal amount of such Notes in respect of such
Priority Level accepted for purchase pursuant to the relevant Offer
is no greater than the Acceptance Amount in respect of that
Priority Level and the Issuer expects not to accept for purchase
any Notes tendered in respect of any Priority Level below such
Priority Level.
Such pro rata allocations will be
calculated in relation to the relevant Priority Level by
multiplying the aggregate principal amount of the Notes tendered in
respect of such Priority Level by a factor derived from (i) the
Acceptance Amount in respect of such Priority Level divided by (ii)
the aggregate principal amount of validly tendered Notes in respect
of such Priority Level (subject to adjustment to allow for the
aggregate principal amount of Notes accepted for purchase,
following the rounding of Tender Instructions as set out below, to
equal the relevant Acceptance Amount). Each tender of Notes reduced
in this manner will be rounded down to the nearest £100,000 in
respect of the Convertible Bonds and £1,000 in respect of the 2026
Notes. In addition, in the event of any such scaling of
tenders:
(A) the Issuer will use
reasonable endeavours to apply pro rata scaling (to the extent
practicable, and adjusted as may be applicable) to each valid
tender of the relevant Notes in respect of the relevant Priority
Level in such a manner as will result in both (a) the relevant
Noteholder transferring to the Issuer an aggregate principal amount
of at least the Minimum Denomination (unless the relevant Tender
Instruction is rejected in its entirety, as described in paragraph
(B) below), and (b) the relevant Noteholder's residual amount of
Notes (being the principal amount of the Notes that are the subject
of the relevant Tender Instruction that are not accepted for
purchase by virtue of such scaling) amounting to, in each case,
either (i) at least £100,000 or (ii) zero, and (subject as provided
in paragraph (B) below) the Issuer therefore reserves the right
(but shall not be obliged) to adjust the pro rata scaling
applicable to any relevant Tender Instruction accordingly;
and
(B) if following the
application of the pro rata scaling (prior to any adjustment as
referred to in paragraph (A) above), the principal amount of Notes
otherwise due to be accepted for purchase from a Noteholder
pursuant to a Tender Instruction would be less than £100,000, the
Issuer may in its sole and absolute discretion choose to (i) accept
at least £100,000, being the minimum denomination of the Notes or
(ii) reject the relevant Tender Instruction in its
entirety.
First Priority of Acceptance on the Tender
Instruction
Noteholders who wish to validly
tender their Notes for purchase pursuant to the relevant Offer in
addition to subscribing for New Notes and/or New Convertible Bonds
(together, "New Debt
Securities") will receive priority of acceptance
("First Priority of
Acceptance") in the respective Offers through the use of a
unique reference number obtained from the Dealer Managers (the
"Acceptance Code"), subject
to the terms set out in the Tender Offer Memorandum, the
satisfaction of the New Offerings Condition and the General
Conditions. The Issuer intends to give First Priority of Acceptance
to any tendering Noteholder that provides a valid Acceptance Code
for an aggregate principal amount of Notes up to an amount equal to
the aggregate principal amount of New Debt Securities allocated to
the relevant Noteholder in the New Offerings (any such amount, an
"Allocation Amount"),
subject to the Issuer's right to adjust any such amount and any
Acceptance Amount in its sole direction.
A Noteholder can obtain such an
Acceptance Code by contacting the Dealer Managers, the contact
details for which are included in this announcement or on the
second to last page of the Tender Offer Memorandum. The receipt of
an Acceptance Code in conjunction with the issue of New Debt
Securities does not constitute acceptance of a tender of Notes for
purchase pursuant to the respective Offer by the Issuer.
No assurances can be given that any
Noteholder that receives an Acceptance Code will be given First
Priority of Acceptance, or be eligible to participate, in the
respective Offer. Participating in the respective Offer and
requesting an Acceptance Code are subject to all applicable
securities laws and regulations in force in any relevant
jurisdiction, including those set out under "Offer and Distribution Restrictions"
below.
In order for a Noteholder to be
eligible to receive First Priority of Acceptance in the respective
Offer, an Acceptance Code must be quoted in that Noteholder's
Tender Instruction (such instruction specifying (i) a valid
Acceptance Code, (ii) the name of the beneficial owner of the
relevant Notes, (iii) a contact telephone number for the beneficial
owner of the relevant Notes and (iv) a contact email address for
the beneficial owner of the relevant Notes being a "Tender and Priority Acceptance
Instruction").
Noteholders who wish to validly
tender Notes for purchase pursuant to the respective Offer but do
not wish to subscribe for New Debt Securities, (either with a
Tender and Priority Acceptance Instruction or at all) can submit a
Tender Instruction to this effect (a
"Tender Only Instruction").
A Tender Only Instruction will not allow a Noteholder to be
eligible to receive First Priority of Acceptance in the relevant
Offer(s).
The Issuer intends to accept validly
tendered Notes for purchase that are given First Priority of
Acceptance pursuant to a valid Tender and Priority Acceptance
Instruction before accepting validly tendered Notes pursuant to a
Tender Only Instruction.
In respect of each Series, if a
Noteholder submits one or more Priority Acceptance Instructions
using a unique Acceptance Code representing an aggregate principal
amount greater than its Allocation
Amount, the Issuer may, in its sole and absolute
discretion, scale (rounding down to the nearest
£100,000 in respect of the
Convertible Bonds and £1,000 in respect of the 2026
Notes) the amounts represented by such
Priority Acceptance Instructions such that the aggregate principal
amount accepted in respect of such Series does not exceed the
relevant Allocation Amount and may treat any such excess amount as
a Tender Only Instruction. Additionally, Noteholders who are given
First Priority of Acceptance in an amount equal to the Allocation
Amount but wish to tender additional Notes in the relevant Offer
may submit a separate Tender Only Instruction in respect of such
excess portion.
Where a Noteholder wishes to submit
Tender and Priority Acceptance Instructions in respect of both
Series of Notes, the same Acceptance Code may be specified in each
such Tender and Priority Acceptance Instruction provided the
aggregate principal amount of Notes represented by all such Tender
and Priority Acceptance Instructions does not exceed the relevant
Allocation Amount. If a Noteholder submits Tender
and Priority Acceptance Instructions in respect of a Series of
Notes or both Series representing an aggregate principal amount of
Notes greater than its Allocation Amount, the Issuer will decide in
its sole and absolute discretion which Series of Notes (if any) to
allocate such Noteholder's First Priority of Acceptance, and may
treat all or any part of such excess amount as a Tender Only
Instruction or treat the full amount as a Tender and Priority
Acceptance Instruction.
The Issuer reserves the right to
treat any Tender and Priority Acceptance Instruction as a Tender
Only Instruction subject to the final allocation of New Debt
Securities to the investors and whether it considers the extent of
such allocation of New Debt Securities to the relevant investors to
be sufficient to grant the relevant investors First Priority of
Acceptance in the respective Offer.
The
Issuer may, acting in its sole and absolute discretion, decline to
accept an application quoting the Acceptance Code in the event that
the Noteholder specifies a wrong Acceptance Code or in the case
there is any other defect related to the Acceptance Code. The
Issuer reserves the right to waive any such
defect.
The
Issuer has complete discretion to allocate the New Notes and the
New Convertible Bonds as it sees fit.
New
Offerings Priority
The Issuer will, in connection with
the allocation of New Debt Securities in the New Offerings,
consider, among other factors, whether or not the relevant investor
seeking one or more allocations in the New Offerings has, prior to
the allocations of the New Offerings (each expected to occur before
the Expiration Deadline), validly tendered or indicated its firm
intention to any of the Dealer Managers to tender the Notes and to
any of BNP PARIBAS or Goldman Sachs International who are acting as
Joint Physical Bookrunners of the New Offerings (the "Joint Physical Bookrunners") to
subscribe for New Debt Securities. Therefore, a Noteholder that
wishes to subscribe for New Debt Securities in addition to validly
tendering Notes for purchase pursuant to the relevant Offer(s) may
receive priority in the allocation of New Debt Securities in the
New Offerings, subject to the terms set out in the Tender Offer
Memorandum, the satisfaction of the New Offerings Condition and
General Conditions and such Noteholder also making a separate
application for the purchase of such New Debt Securities to a
Dealer Manager (in its capacity as Joint Physical Bookrunners of
the offerings of the New Debt Securities) in accordance with the
standard new issue procedures of such Joint Physical
Bookrunner.
The aggregate principal amount of
New Debt Securities for which a Noteholder may receive priority in
allocation may be in an amount up to the aggregate principal amount
of such Notes validly tendered by such Noteholder in the relevant
Offer and accepted for purchase by the Issuer. However, neither the
Issuer nor any of the Joint Physical Bookrunners is obligated to
allocate any New Debt Securities to a Noteholder who has validly
tendered or indicated a firm intention to tender Notes pursuant to
the respective Offer; and if New Debt Securities are allocated to a
Noteholder in the New Offerings, the principal amount thereof may
be less (or more) than the aggregate principal amount of the Notes
validly tendered by such Noteholder in the respective Offer and
accepted for purchase by the Issuer. Any such priority allocation
will also take into account (among other factors) the denomination
of the New Debt Securities, being £100,000
and integral multiples of £1,000
in excess thereof for the New Notes and
£100,000 for the New Convertible Bonds.
The pricing and allocation of each
series of New Debt Securities is expected to occur prior to the
Expiration Deadline and, as such, Noteholders who wish to subscribe
for New Debt Securities in addition to tendering Notes for purchase
in the respective Offer are advised to contact a Dealer Manager
also in its capacity as Joint Physical Bookrunners as soon as
possible following the date of the Tender Offer Memorandum and
prior to the allocation of the relevant series of New Debt
Securities in order to request priority in the allocation of the
relevant New Debt Securities.
Any investment decision to purchase any securities in the New
Offerings should be made solely on the basis of the information to
be prepared in connection with the issue of such securities and no
reliance is to be placed on any representations other than those
contained in such information.
This announcement or the Tender Offer Memorandum does not
constitute an offer to purchase, or the solicitation of an offer to
tender or sell, or to exercise any voting rights with respect to
any, Notes to or from, or by, any person located or resident in any
jurisdiction where it is it is unlawful to make such offer or
solicitation under applicable securities or "blue sky" or other
laws.
Amendment and Termination
The Issuer reserves the right, in its
sole and absolute discretion, to extend, re-open, withdraw or
terminate the Offers and to amend or waive any of the terms and
conditions of the Offers (including, but not limited to, purchasing
more or less than the Maximum Spend Amount) at any time following
the announcement of the Offers, as described in the Tender Offer
Memorandum under the heading "Amendment and Termination". Details of
any such extension, re‑opening, withdrawal, termination, amendment or waiver will be
notified to the Noteholders as soon as possible after such
decision.
Offer and Distribution
Restrictions
The Issuer is making the Offers only
in those jurisdictions where it is legal to do so. See
"Offer and Distribution
Restrictions" below. This document does not constitute a
"prospectus" for the purposes of Regulation (EU) 2017/1129, as
amended (including as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended ("EUWA").
Summary of Action to be
Taken
To tender Notes in an Offer, a
holder of Notes should deliver, or arrange to have delivered on its
behalf, via the relevant Clearing System and in accordance with the
requirements of such Clearing System, a valid Tender Instruction
that is received, in each case, by the Tender Agent by the
Expiration Deadline.
Tender Instructions must be
submitted in respect of a principal amount of Notes of no less than
the Minimum Denomination.
Noteholders are advised to check
with any bank, securities broker or other intermediary through
which they hold Notes when such intermediary would require to
receive instructions from a Noteholder in order for that Noteholder
to be able to participate in, or (in the limited circumstances in
which revocation is permitted) revoke their instruction to
participate in, the Offers before the deadlines specified in the
Tender Offer Memorandum. The deadlines set by any such intermediary
and each Clearing System for the submission of Tender Instructions
will be earlier than the relevant deadlines specified in the Tender
Offer Memorandum.
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.
Before making a decision with
respect to the Offers, Noteholders should carefully consider all of
the information in the Tender Offer Memorandum and, in particular,
the risk factors described in the section entitled "Risk Factors and Other
Considerations".
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.
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.
INFORMATION REGARDING
FORWARD‑LOOKING STATEMENTS
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.
