REG - Ocado Group PLC - Maximum Spend Amount Related to Tender Offer

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RNS Number : 1451H  Ocado Group PLC  01 May 2025

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

 

1 May 2025

 

OCADO GROUP PLC ANNOUNCES THE MAXIMUM SPEND AMOUNT IN CONNECTION WITH
INVITATIONS TO HOLDERS TO TENDER CERTAIN NOTES FOR PURCHASE IN CASH

 

 

Further to the announcement of 29 April 2025, with respect to invitations made
by Ocado Group plc (the "Issuer" or "Ocado")  to the holders of its
outstanding (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 (each such invitation an
"Offer" and, together, the "Offers") subject to satisfaction of the New
Offering Condition and the General Conditions and the other terms and
conditions described in the Tender Offer Memorandum dated 29 April 2025 (the
"Tender Offer Memorandum"). Capitalised terms used and not otherwise defined
in this announcement have the meanings given in the Tender Offer Memorandum.

Further to that announcement, the Issuer announces that, following pricing of
the New Notes to be issued by it, the Maximum Spend Amount in respect of the
Offers is £300 million.

Ocado reserves the right, in its sole and absolute discretion, to increase or
decrease (including at the Expiration Deadline) the Maximum Spend Amount and
to purchase more or less than the Maximum Spend Amount. Ocado also reserves
the right to accept or reject valid Tender Instructions in its sole and
absolute discretion.

Ocado will announce the results of the Offers as soon as reasonably
practicable after the Expiration Deadline on 6 May 2025.

The Offers commenced on 29 April 2025 and will expire at 16:00 BST on 6 May
2025, subject to any announced changes. Settlement is expected to take place
on 9 May 2025.

Barclays Bank PLC and BNP PARIBAS 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 Offering.

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 made by Neill Abrams, Group General Counsel and Company
Secretary at Ocado Group plc.

 

About Ocado Group

 

Ocado Group is a UK based technology company trading on the London Stock
Exchange (Ticker OCDO). It provides end-to-end online grocery fulfilment
solutions to thirteen of the world's largest grocery retailers and holds a 50%
share of Ocado Retail Ltd in the UK in a Joint Venture with Marks &
Spencer. Ocado has spent two decades innovating for grocery online, investing
in a wide technology estate that includes robotics, AI & machine learning,
simulation, forecasting, and edge intelligence.

 

Further information about Ocado is available on its website at
www.ocadogroup.com (http://www.ocadogroup.com) .

                                           THE ISSUER

                                           Ocado Group plc
                                           Buildings One & Two Trident Place, Mosquito Way, Hatfield, Hertfordshire
                                           AL10 9UL,

United Kingdom

                                           DEALER MANAGERS

 Barclays Bank PLC                                                                                               BNP PARIBAS

 1 Churchill Place                                                                                               16, boulevard des Italiens

 London E14 5HP                                                                                                  75009 Paris

 United Kingdom                                                                                                  France

 Attention: Liability Management Group / Equity Syndicate Team                                                   Telephone: +33 1 55 77 78 94

 Telephone: +44 20 3134 8515                                                                                     Attention: Liability Management Group

 Email: eu.lm@barclays.com (mailto:eu.lm@barclays.com) /                                                         Email: liability.management@bnpparibas.com
 Equitysynemea@barclays.com                                                                                      (mailto:liability.management@bnpparibas.com)

 Requests for information in relation to the procedures for tendering Notes and
 participating in the Offers and the submission of a Tender Instruction should
 be directed to the Tender Agent:
 THE TENDER AGENT

 Kroll Issuer Services Limited

 The News Building

 3 London Bridge Street

 London

 SE1 9SG

 United Kingdom

 Attention: Owen Morris

 Telephone: + 44 20 7704 0880

 Email: ocado@is.kroll.com

 Offer Website: https://deals.is.kroll.com/ocado
 (https://deals.is.kroll.com/ocado)

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.

The Dealer Managers are acting exclusively for the Issuer and no one else in
connection with the Offers or any other matter referred to in the Tender Offer
Memorandum. The Dealer Managers will not regard any other person (whether or
not a recipient of the Tender Offer Memorandum) as a client in relation to the
Offers or any other matters referred to in the Tender Offer Memorandum and
will not be responsible to anyone other than the Issuer for providing the
protections afforded to their respective clients or for the giving of advice
in relation to the contents of the Tender Offer Memorandum, the Offers or any
transaction, matter, or arrangement referred to in the Tender Offer
Memorandum.

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.

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.

 

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