REG - Ocado Group PLC - Pricing of High Yield Bond Offering

OcadoAnnouncement

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RNS Number : 1447H  Ocado Group PLC  01 May 2025

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").

 

NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA,
JAPAN, SOUTH AFRICA, AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAWS.

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF OCADO GROUP PLC.
PLEASE SEE THE IMPORTANT NOTICE BELOW.

 

1 May 2025

Ocado Group plc

 

Successful pricing of £300 million senior unsecured notes due 2030

 

Further to the announcement of 29 April 2025, Ocado Group plc ("Ocado") today
announces that it has successfully priced an offering (the "Offering") of
£300 million in aggregate principal amount of senior unsecured notes due 2030
(the "Notes") with a coupon of 11% and an issue price of 100%. The Notes will
be guaranteed by certain Ocado subsidiaries. The Offering is expected to
close on 8 May 2025, subject to customary closing conditions.

 

The proceeds from the Offering, together with cash from balance sheet to the
extent necessary, are intended to be used to fund the purchase, through the
applicable invitations to tender that have been separately announced, of a
portion of Ocado's outstanding 0.875% senior unsecured convertible bonds due
2025 and 3.875% senior unsecured notes due 2026 (together, the "Target
Securities") pursuant to an invitation to tender Target Securities extended to
the holders thereof who are non-US persons and located outside the United
States. To the extent the proceeds of the Offering exceed the amount required
to purchase the Target Securities, Ocado expects to retain such funds to be
used to reduce leverage over time, whether at maturity of the relevant debt or
otherwise (including by purchasing bonds in the secondary market). These
financing transactions are intended to extend the maturity profile of Ocado's
debt.

 

 

Contacts:

Stephen Daintith, Chief Financial Officer, on +44 (0)1707 228 000

Nick Coulter, Director of Capital Markets and FP&A, on +44 (0)1707 228 000

Jamie Kerr, Head of Communications, on +44 (0)1707 228 000

 

Lucy Legh, Headland Consultancy - ocadogroup@headlandconsultancy.com, on +44
(0) 20 3805 4822

 

Notes to Editors

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) .

Important Notice

 

Certain statements made in this announcement are forward-looking statements.
Such statements are based on current expectations and assumptions and are
subject to a number of risks and uncertainties that could cause actual events
or results to differ materially from any expected future events or results
expressed or implied in these forward-looking statements. Persons receiving
this announcement should not place undue reliance on forward-looking
statements. Unless otherwise required by applicable law, regulation or
accounting standard, Ocado does not undertake to update or revise any
forward-looking statements, whether as a result of new information, future
developments or otherwise.

 

These materials are not an offer of securities for sale in the United States.
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"), and
may not be offered or sold in the United States or to or for the account or
benefit of US persons absent registration or an exemption from registration
under the Securities Act. There is no intention to register any securities
referred to herein in the United States or to make a public offering of the
securities in the United States. Any offering of the Notes will be made in
offshore transactions to non-US Persons in reliance on Regulation S under the
Securities Act.

 

This announcement has been prepared on the basis that no securities are
intended to be offered, sold or otherwise made available and should not be
offered, sold or otherwise made available to any retail investor in the
European Economic Area (the "EEA"). 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 Directive 2014/65/EU (as amended, "MiFID II");
or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended),
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
required by Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the securities referred to herein or
otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling, or otherwise making available, the
securities referred to herein to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.

 

This announcement has been prepared on the basis that no securities are
intended to be offered, sold or otherwise made available and should not be
offered, sold or otherwise made available to retail investors in in the United
Kingdom.  For these purposes: a "retail investor" means a person who is one
(or more) of the following: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Service and
Markets Act 20000 (the "FSMA") and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA. Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the securities referred to herein
or otherwise making them available to retail investors in the United Kingdom
has been prepared and therefore offering or selling, or otherwise making
available, the securities referred to herein to any retail investor in the
United Kingdom may be unlawful under the UK PRIIPs Regulation.

 

This announcement is directed solely at, persons who (i) are outside the
United Kingdom, (ii) are investment professionals, as such term is defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion Order"), (iii) are
persons falling within Article 49(2)(a) to (d) of the Financial Promotion
Order, or (iv) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the Financial
Services and Markets Act 2000 in connection with the issue or sale of any of
the securities referred to herein may otherwise be lawfully communicated or
caused to be communicated (all such persons together being referred to as
"relevant persons"). This announcement is directed only at relevant persons
and must not be acted on or relied on by persons who are not relevant persons.
Any investment or investment activity to which this announcement relates is
available only to relevant persons and will be engaged in only with relevant
persons.

 

This document does not constitute an invitation to sell or an offer to
purchase any of the Target Securities and the invitation in respect of Target
Securities is being made pursuant to a separate document. The invitation is
only available to holders of Target Securities that are non-US persons located
outside the United States. Documents relating to the Tender Offers are 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 the
document or to any U.S. person and 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 such
document must not distribute, forward, mail, transmit or send it in, into or
from the United States or to any U.S. person. For the purposes of this
document, "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").

 

 

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

email: company.secretary@ocado.com (mailto:company.secretary@ocado.com)

Ocado Group plc LEI: 213800LO8F61YB8MBC74

 

 

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