TIDMOCDO
RNS Number : 6475P
Ocado Group PLC
11 June 2020
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED
BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
OCADO GROUP PLC
11 June 2020
Results of Capital Raise
Ocado Group plc ("Ocado" or the "Company", together with its
subsidiaries the "Group") is pleased to announce the successful
completion of the placing announced yesterday (the "Placing") as
well as the concurrent offer made by the Company for retail
investors to subscribe for ordinary shares of 2 pence each
("Ordinary Shares") via the PrimaryBid platform (the "Retail
Offer") to raise gross proceeds of up to approximately GBP657m
through the Placing and Retail Offer.
Concurrently with the Placing and Retail Offer, Ocado announces
the pricing and final terms of the offering of GBP350 million of
guaranteed senior unsecured convertible bonds due 2027 (the
"Bonds") (the "Convertible Bond Offering").
The Placing, Retail Offer and Convertible Bond Offering together
constitute a total raise of total gross proceeds of approximately
GBP1,007m (the "Capital Raise").
Placing and Retail Offer:
A total of 33,163,265 new ordinary shares of 2 pence each in the
Company (the "Placing Shares") have been placed by Goldman Sachs
International ("Goldman Sachs International"), J.P. Morgan
Securities plc, which conducts its UK investment banking activities
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove" or "JPMC") and
Numis Securities Limited ("Numis") at a price of 1,960 pence per
Placing Share (the "Placing Price"), with existing and new
institutional investors. Goldman Sachs International, J.P. Morgan
Cazenove and Numis are acting as joint global coordinators and
joint bookrunners (together, the "Joint Bookrunners"). In addition,
retail investors have subscribed via the PrimaryBid platform for a
total of 362,000 new Ordinary Shares in the capital of the Group
(the "Retail Shares") at the Placing Price.
Together, the Placing and Retail Offer in aggregate comprise
33,525,265 new Ordinary Shares, which will raise gross proceeds of
approximately GBP 657 million. The Placing Price of 1,960 pence per
Placing Share represents a discount of 5.7 % to the closing share
price of 2,079 pence on 10 June 2020. The Placing Shares and the
Retail Shares being issued together represent approximately 4.7% of
the existing issued ordinary share capital of the Company prior to
the Placing and Retail Offer.
Applications have been made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares and Retail Shares
to the premium listing segment of the Official List maintained by
the FCA and to the London Stock Exchange plc (the "LSE") for
admission to trading of the Placing Shares and Retail Shares on the
LSE's main market for listed securities (together, "Admission"). It
is expected that Admission will take place at or around 8.00 a.m.
on 15 June 2020 (or such later date as may be agreed between Ocado
and the Joint Bookrunners). The Placing and the Retail Offer are
each conditional upon, amongst other things, Admission becoming
effective and upon the Placing Agreement between the Company and
the Joint Bookrunners not being terminated in accordance with its
terms.
The Placing Shares and the Retail Shares will, when issued, be
credited as fully paid and will rank pari passu in all respects
with the existing Ordinary Shares of Ocado. This includes the right
to receive all dividends and other distributions declared or paid
in respect of such ordinary shares after the date of issue of the
Placing Shares and Retail Shares.
Following Admission, the total number of ordinary shares in
issue in Ocado will be 747,802,831. Ocado currently holds no
ordinary shares in treasury, and, therefore, following Admission,
the total number of voting shares in Ocado in issue will be
747,802,831. This figure may be used by shareholders as the
denominator for the calculations by which they determine if they
are required to notify their interest in, or a change to their
interest in, Ocado under the FCA's Disclosure Guidance and
Transparency Rules.
The Company believes that The London and Amsterdam Trust Company
Limited and The Capital Group Companies, Inc. together with certain
client and fund accounts in respect of which affiliates of The
Capital Group Companies, Inc. act as discretionary investment
adviser (collectively, "Capital Group") each currently hold or have
in the last twelve months held 10% or more of the ordinary share
capital of the Company. For the purposes of UK Listing Rule 11 the
Company therefore believes that they are, or may be, classified as
related parties of the Company.
Pursuant to the Capital Raise, Rovida Asset Management Limited,
a connected person with The London & Amsterdam Trust Company
Limited, has subscribed for GBP10,000,000 of the Convertible Bonds
at par and has been placed 2,000,000 shares at the Placing Price,
raising gross proceeds of GBP39,200,000. Capital Group have been
placed 4,000,000 shares at the Placing Price, raising gross
proceeds of GBP78,400,000. The above transactions are classified as
smaller related party transactions under LR 11.1.10R(1) and are
disclosed in accordance with LR11.1.10R(2)(c).
Convertible Bond Offering:
The Bonds will be issued by Ocado 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 will carry a coupon of 0.75%
per annum payable semi-annually in arrear in equal instalments on
18 January and 18 July of each year, commencing on 18 January 2021.
The Bonds will be convertible into Ordinary Shares of the Company.
The initial conversion price shall be GBP26.46, representing a
premium of 35% above the reference price of GBP19.60, being the
Placing Price determined in the concurrent Placing bookbuild. The
conversion price will be subject to adjustment in certain
circumstances in line with market practice.
The Company has also been advised by Goldman Sachs International
and J.P. Morgan Cazenove that the Delta Placement announced
yesterday was completed in respect of 1,767,469 existing ordinary
shares of 2 pence each in the Company, placed at the Placing Price.
The Company did not receive any proceeds from the sale of the
Ordinary Shares comprised in the Delta Placement as these were not
Ordinary Shares being issued by, or sold on behalf of, the
Company.
Settlement and delivery of the Bonds is expected to take place
on or about 18 June 2020 (the "Closing Date"). If not previously
converted, redeemed or purchased and cancelled, the Bonds will be
redeemed at par on 18 January 2027.
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.
General
In the context of the Placing and Convertible Bond Offering, the
Company has agreed to a lock-up relating to equity and
equity-related securities for a period commencing on the date
hereof and ending 180 calendar days following the Closing Date,
subject to certain exceptions.
Goldman Sachs International and J.P. Morgan Cazenove acted as
Joint Bookrunners for the Convertible Bond Offering.
Prior to launch of the Placing, Ocado consulted with a
significant number of its shareholders to gauge their feedback as
to the terms and conditions of the Placing and Convertible Bond
Offering. Feedback from this consultation was highly supportive and
as a result the Board chose to proceed with the Capital Raise. The
Capital Raise structure, which is consistent with the latest
recommendations of the Pre-emption Group, was chosen as it
minimises costs, time to completion and use of management time at
an important time for the Company to pursue new growth
opportunities. Ocado is pleased by the strong support it has
received from new and existing shareholders, including a number of
retail shareholders via the Retail Offer, and bondholders.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this Announcement.
Person responsible for arranging release of this
announcement:
Neill Abrams
Group General Counsel and 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
LEI: 213800LO8F61YB8MBC74
IMPORTANT NOTICE
Ocado Group plc is a company incorporated in England and Wales
with registered number 07098618 and registered office at Buildings
One & Two Trident Place, Mosquito Way, Hatfield, Hertfordshire,
United Kingdom, AL10 9UL.
No action has been taken by Ocado, the Guarantors, the Joint
Bookrunners or any of their respective Affiliates, or any person
acting on its or their behalf, that would permit an offering of the
Placing Shares or an offering of the Bonds or possession or
distribution of this Announcement or any other offering or
publicity material relating to the Placing Shares or to the Bonds
in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required
by Ocado, the Guarantors and the Joint Bookrunners to inform
themselves about, and to observe, such restrictions.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS
TERRITORIES OR ITS POSSESSIONS (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
THE BONDS AND THE PLACING SHARES 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.
T H IS PRESS R ELEASE AND T HE OFFERING W HEN MA D E ARE ONL Y
ADDRESSED TO, AND DIRECTED IN MEMBER ST ATES OF THE EUROPEAN
ECONOMIC AREA (THE "EEA ") AND THE UNITED KINGDOM AT PERSONS WHO
ARE "QUALIFI ED IN VESTORS " WIT HIN T HE MEANING OF T HE
PROSPECTUS REGULATION ("QU A LIFIED INVESTORS"). FOR THESE
PURPOSES, THE EXPRESSION "PROSPECTUS REGUL ATION" 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 AND THE PLACING SHARES 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; (II) ALL CHANNELS FOR
DISTRIBUTION OF THE BONDS TO ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS ARE APPROPRIATE, (III) THE TARGET MARKET FOR
THE PLACING SHARES IS RETAIL INVESTORS AND, ELIGIBLE COUNTERPARTIES
AND PROFESSIONAL CLIENTS, AND (IV) ALL CHANNELS FOR DISTRIBUTION OF
THE PLACING SHARES TO RETAIL INVESTORS, ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY
OFFERING, SELLING OR RECOMMING THE BONDS AND THE PLACING SHARES (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 AND THE PLACING SHARES (BY EITHER ADOPTING
OR REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND
DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
NOTWITHSTANDING THE TARGET MARKET ASSESSMENT FOR THE PLACING
SHARES, DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE PLACING
SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR
INVESTMENT; THE PLACING SHARES OFFER NO GUARANTEED INCOME AND NO
CAPITAL PROTECTION; AND AN INVESTMENT IN THE PLACING SHARES IS
COMPATIBLE ONLY WITH INVESTORS WHO DO NOT NEED A GUARANTEED INCOME
OR CAPITAL PROTECTION, WHO (EITHER ALONE OR IN CONJUNCTION WITH AN
APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING
THE MERITS AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT
RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT
THEREFROM.
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 AND OF THE PLACING
SHARES.
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 AND/OR THE PLACING
SHARES. FURTHERMORE, IT IS NOTED THAT, NOTWITHSTANDING THE TARGET
MARKET ASSESSMENT, THE JOINT BOOKRUNNERS WILL ONLY PROCURE
INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND
ELIGIBLE COUNTERPARTIES.
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 OR THE UNITED KINGDOM.
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 OR THE UNITED KINGDOM HAS BEEN PREPARED
AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING
THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED
KINGDOM 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, 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.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. Persons needing advice should consult a qualified
independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities of the
Company in the United States, Australia, Japan, South Africa or any
other jurisdiction in which the same would be unlawful. No public
offering of the Bonds or the Placing Shares is being made in the
United States or any such other jurisdiction.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States and may not be
offered, sold, pledged, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, in or into the
United States absent registration under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The securities referred to
herein have not been approved, disapproved or recommended by the
U.S. Securities and Exchange Commission, any state securities
commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the securities referred to
herein. Subject to certain limited exceptions, the Placing Shares
have not been and will not be offered or sold in the United States,
Australia, Japan, South Africa or to, or for the account or benefit
of, any national, resident or citizen of the United States,
Australia, Japan, South Africa. In addition, the Bonds and the
Retail Offer Shares are being offered and sold by the Company only
outside the United States in offshore transactions as defined in,
and pursuant to, Regulation S under the Securities Act. No public
offering of securities is being made in the United States.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in South Africa in relation to
the Placing Shares; and the Placing Shares have not been, and nor
will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Japan or South Africa. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Japan or South Africa or any
other jurisdiction outside the United Kingdom or to, or for the
account or benefit of any national, resident or citizen of
Australia, Japan or South Africa.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of Ocado. All statements other than
statements of historical facts included in this Announcement are,
or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
Ocado's operations. Such forward-looking statements involve risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors could cause
actual results, performance or achievements to differ materially
from those projected or implied in any forward-looking statements.
The important factors that could cause Ocado's actual results,
performance or achievements to differ materially from those in the
forward looking statements include, among others, economic and
business cycles, the terms and conditions of Ocado's financing
arrangements, foreign currency rate fluctuations, competition in
Ocado's principal markets, acquisitions or disposals of businesses
or assets and trends in Ocado's principal industries. Due to such
uncertainties and risks, you are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date hereof. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements
in this Announcement may not occur. The forward-looking statements
contained in this Announcement speak only as of the date of this
Announcement. Ocado, its Directors, the Joint Bookrunners, their
respective Affiliates and any person acting on its or their behalf
each expressly disclaim any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to
do so by applicable law or regulation, the Listing Rules, MAR, the
DTRs, the rules of the London Stock Exchange or the FCA.
Goldman Sachs International and J.P. Morgan Cazenove are
authorised by the Prudential Regulatory Authority (the "PRA") and
regulated in the United Kingdom by the PRA and the FCA. Numis is
authorised and regulated by the FCA. Each of the Joint Bookrunners
is acting exclusively for Ocado and no one else in connection with
the Placing and the Convertible Bond Offering, the contents of this
Announcement and other matters described in this Announcement. Each
of the Joint Bookrunners will not regard any other person as their
respective client in relation to the Placing, the Convertible Bond
Offering, the content of this Announcement and other matters
described in this Announcement and will not be responsible to
anyone (including any Placees or bondholders) other than members of
Ocado for providing the protections afforded to their respective
clients or for providing advice to any other person in relation to
the Placing, the Convertible Bond Offering, the content of this
Announcement or any other matters referred to in this Announcement.
The Joint Bookrunners are not acting for Ocado with respect to the
Retail Offer.
This Announcement has been issued by and is the sole
responsibility of Ocado. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by any
Bookrunner or by any of their respective Affiliates or any person
acting on its or their behalf as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Any indication in this Announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for Ocado, as appropriate, for the
current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for Ocado.
In connection with the Placing, each of the Joint Bookrunners
and any of their respective Affiliates or any person acting on its
or their behalf, may take up a portion of the shares of Ocado in
the Placing in a principal position and in that capacity may
retain, purchase or sell for its own account such shares and other
securities of Ocado or related investments and may offer or sell
such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in Ocado to the Joint Bookrunners or any of their
respective Affiliates or any person acting on its or their behalf
acting in such capacity. In addition, any Joint Bookrunner or any
of their respective Affiliates or any person acting on its or their
behalf may enter into financing arrangements (including swaps,
warrants or contracts for difference) with investors in connection
with which such Joint Bookrunner(s) or any of their respective
Affiliates or any person acting on its or their behalf may from
time to time acquire, hold or dispose of such securities of Ocado,
including the Placing Shares. Furthermore, in the event that the
Joint Bookrunners acquire Placing Shares in the Placing, they may
co-ordinate disposals of such shares in accordance with applicable
law and regulation. None of the Joint Bookrunners or any of their
respective Affiliates or any person acting on its or their behalf
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
Each of the Joint Bookrunners and their respective Affiliates
may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with Ocado and/or its Affiliates for which they would have received
customary fees and commissions. Each of the Joint Bookrunners and
their respective Affiliates may provide such services to Ocado
and/or its Affiliates in the future.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of Ocado's website (or any other website)
nor the content of any website accessible from hyperlinks on
Ocado's website (or any other website) is incorporated into or
forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
EACH OF OCADO, 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 ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
DEVELOPMENTS OR OTHERWISE.
If you are in any doubt about the contents of this Announcement
you should consult your stockbroker, bank manager, solicitor,
accountant or other financial adviser. Ocado has taken all
reasonable care to ensure that the facts stated in this
Announcement are true and accurate in all material respects, and
that there are no other facts the omission of which would make
misleading any statement in the Announcement, whether of facts or
of opinion. Ocado accepts responsibility accordingly.
It should be remembered that the price of securities and the
income from them can go down as well as up.
Capitalised terms not otherwise defined in this announcement
have the same meaning as the announcement released yesterday.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND OCADO
HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO
THE PLACING SHARES.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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