REG - Ocado Group PLC - Result of Tender Offer

OcadoAnnouncement

07/08/2024 09:15

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RNS Number : 5461Z  Ocado Group PLC  07 August 2024

 IMPORTANT NOTICE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER OFFER MEMORANDUM (AS DEFINED BELOW)
TO ANY U.S. PERSON. IN PARTICULAR, THIS ANNOUNCEMENT AND THE TENDER OFFER
MEMORANDUM SHALL NOT BE DISTRIBUTED, TRANSMITTED OR FORWARDED, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE, EMAIL AND OTHER FORMS OF ELECTRONIC TRANSMISSION) OF INTERSTATE OR
FOREIGN COMMERCE OF, OR ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE OF, THE
UNITED STATES, AND PERSONS RECEIVING THIS ANNOUNCEMENT OR THE TENDER OFFER
MEMORANDUM MUST NOT DISTRIBUTE, FORWARD, MAIL, TRANSMIT OR SEND IT OR ANY
RELATED DOCUMENTS IN, INTO OR FROM THE UNITED STATES OR TO ANY U.S. PERSON.
FOR THE PURPOSES OF THIS NOTICE, "THE UNITED STATES" MEANS THE UNITED STATES
OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S.
VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES") OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER OFFER MEMORANDUM.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014, AS AMENDED (AND INCLUDING AS IT
FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED) ("MAR").

 

Ocado Group plc

 

7 August 2024

OCADO GROUP PLC ANNOUNCES THE RESULTS OF INVITATIONS TO HOLDERS TO TENDER
CERTAIN NOTES FOR PURCHASE IN CASH

Ocado Group plc (the "Issuer") announces the results of its previously
announced invitation to holders of its (i) 0.875% Guaranteed Senior Unsecured
Convertible Bonds due 2025 (ISIN: XS2090948279/Common Code: 209094827) (the
"Convertible Bonds") and (ii) 3.875% Guaranteed Senior Unsecured Notes due
2026 held pursuant to Regulation S (ISIN: XS2393761692 / Common Code:
239376169) (the "2026 Notes") (each a "Series" and, together, the "Notes") to
tender such Notes for purchase by the Issuer for cash at the applicable
Purchase Price stated in the table below (each such invitation an "Offer" and,
together, the "Offers") subject to satisfaction of the New Offerings Condition
and the General Conditions (each, as defined below) and the other terms and
conditions described in the Tender Offer Memorandum dated 29 July 2024 (the
"Tender Offer Memorandum"). Capitalised terms used and not otherwise defined
in this announcement have the meanings given in the Tender Offer Memorandum.

The Offers were launched by the Issuer on 29 July 2024 and expired at 16:00
BST on 6 August 2024 (the "Expiration Deadline").

At the Expiration Deadline, a total of £703,516,000 aggregate principal
amount of Notes (comprised of (i) £427,200,000 aggregate principal amount of
Convertible Bonds and (ii) £276,316,000 aggregate principal amount of 2026
Notes) had been validly tendered pursuant to the Offers. The total Purchase
Consideration (which excludes accrued but unpaid interest) for the aggregate
principal amount of Notes tendered and accepted for purchase is £654,269,880.

The following table sets forth certain information relating to the results of
the respective Offers:

 Description of Notes                                                  ISIN/Common Code         Aggregate Principal Amount of Notes Validly Tendered   Aggregate Principal Amount of Notes Accepted for Purchase   Purchase Price((1))
 0.875%  Guaranteed Senior Unsecured Convertible Bonds due 2025 (the   XS2090948279             £427,200,000                                          £427,200,000                                                 93.00 per cent.
 "Convertible Bonds")

                                                                       /209094827

 3.875% Guaranteed Senior Unsecured Notes due 2026 (the "2026 Notes")  XS2393761692/ 239376169  £276,316,000((2))                                     £276,316,000                                                 93.00 per cent.

Note:

(1)    In addition to the purchase price, the Issuer will pay accrued and
unpaid interest from and including the relevant interest payment date to but
excluding the settlement date for the Offers in respect of Notes (as defined
below) accepted for purchase.

(2)    The Aggregate Principal Amount of Notes Validly Tendered comprises
the 2026 Notes, which are held pursuant to the Regulation S global note in
respect thereof (ISIN: XS2291928849 / Common Code: 229192884) as of 29 July
2024, and does not include the notes issued under the 2026 Notes Indenture
that are held pursuant to the Rule 144A global note in respect of the notes
issued thereunder (ISIN:  XS2393969170/ Common Code: 239396917) (the "Rule
144A 2026 Notes"). For the avoidance of doubt, the Offer made pursuant to the
Tender Offer Memorandum in respect of the 2026 Notes was only in respect of
the 2026 Notes, that are held pursuant to the Regulation S global note.

 

Noteholders whose Notes have been validly tendered and accepted for purchase
by the Issuer are eligible to receive the Purchase Price (as set out above)
plus accrued and unpaid interest on those Notes from (and including) the
relevant interest payment date for such Series of Notes up to (but excluding)
the Settlement Date (as defined below).

 

Subject to satisfaction in full or waiver of the New Offerings Condition and
the General Conditions, the Issuer expects to make payment for the Notes of
each Series of Notes validly tendered and accepted for purchase on 13 August
2024 (the "Settlement Date"). Such payment through the Clearing Systems will
discharge the payment obligations of the Issuer in respect of payment of the
Purchase Price and Accrued Interest. Under no circumstances will any interest
be payable because of any delay in the transmission of funds to Noteholders by
any of the Clearing Systems.

 

Following cancellation of the Notes validly tendered and accepted for
purchase, the aggregate principal amount of (i) the 0.875% Guaranteed Senior
Unsecured Convertible Bonds due 2025 remaining outstanding on the Settlement
Date under the 2025 Convertible Bonds Trust Deed will amount to £172,800,000,
and (ii) the 3.875% Guaranteed Senior Unsecured Notes due 2026 remaining
outstanding on the Settlement Date under the 2026 Notes Indenture (which, for
the avoidance of doubt, includes the 2026 Notes and the Rule 144A 2026 Notes)
will amount to £223,684,000.

 

The Issuer reserves the right at any time or from time to time following
completion of the Offers to engage in open market purchases, privately
negotiated transactions, tender offers, exchange offers, redemptions or
otherwise (including, without limitation, those offered pursuant to these
Offers but not accepted for purchase), in each case on terms that may be more
or less favourable than those contemplated by the Offers.

 

Further Information

Any questions or requests for assistance in connection with (i) the Offers,
may be directed to any of BNP PARIBAS and Goldman Sachs International, and
(ii) the delivery of Tender Instructions or requests for additional copies of
the Tender Offer Memorandum or related documents, which may be obtained free
of charge, may be directed to the Tender Agent, the contact details for each
of which are provided on the back cover of this announcement.

 

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell any Notes. The Offers were made only pursuant to the Tender
Offer Memorandum, and the information in this announcement is qualified by
reference to the Tender Offer Memorandum.

 

BNP PARIBAS and Goldman Sachs International are acting as Dealer Managers for
the Tender Offer and Kroll Issuer Services Limited is acting as Tender Agent.
Lazard & Co., Limited is acting as independent financial adviser to Ocado
Group plc in relation to the Offers and the New Offerings.

 

Copies of the Tender Offer Memorandum are (subject to offer restrictions)
available from the Tender Agent as set out below. Capitalised terms used and
not otherwise defined in this announcement have the meanings given in the
Tender Offer Memorandum.

 

This announcement is released by Ocado Group plc and contains information that
qualified or may have qualified as inside information for the purposes of
Article 7 of MAR, encompassing information relating to the Offer described
above. For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 (including as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018 (as
amended), this announcement is made by Neill Abrams, Group General Counsel and
Company Secretary at Ocado Group plc.

 THE ISSUER

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

 United Kingdom

             DEALER MANAGERS

 BNP PARIBAS                                                                     Goldman Sachs International

 10 Harewood Avenue                                                              Plumtree Court

 London NW1 6AA                                                                  25 Shoe Lane

 United Kingdom                                                                  London EC4A 4AU

 Telephone: +33 1 55 77 78 94                                                    United Kingdom

 Attention: Liability Management Group                                           Telephone: +44 20 7774 4836

 Email: liability.management@bnpparibas.com                                      Attention: Liability Management Group

                                         Email:  liabilitymanagement.eu@gs.com

 

 Requests for information in relation to the procedures for tendering Notes
 should be directed to the Tender Agent:

   THE TENDER AGENT

   Kroll Issuer Services Limited

   The Shard

   32 London Bridge Street

   London

   SE1 9SG

   United Kingdom

   Attention: David Shilson

   Telephone: + 44 20 7704 0880

   Email: ocado@is.kroll.com

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

 

 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement is neither an offer to purchase nor the
solicitation of an offer to sell any of the securities described herein, nor
shall there be any offer or sale of such securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The Offers were made
solely pursuant to the Tender Offer Memorandum.

 

Certain statements in this announcement are not historical facts and are
forward-looking. The Issuer may from time to time make written or oral
forward-looking statements in reports to shareholders and in other
communications. Forward-looking statements include statements concerning the
Issuer's plans, expectations, projections, objectives, targets, goals,
strategies, future events, future operating revenues or performance, capital
expenditures, financing needs, plans or intentions relating to acquisitions,
its competitive strengths and weaknesses, its business strategy, and the
trends the Issuer anticipates in the industries and the political and legal
environments in which it operates and other information that is not historical
information. Words such as "believe", "anticipate", "estimate", "target",
"potential", "expect", "intend", "predict", "project", "could", "should",
"may", "will", "plan", "aim", "seek" and similar expressions are intended to
identify forward-looking statements, but are not the exclusive means of
identifying such statements.

 

The forward-looking statements contained in this announcement are largely
based on the Issuer's expectations, which reflect estimates and assumptions
made by its management. These estimates and assumptions reflect the Issuer's
best judgement based on currently known market conditions and other factors,
some of which are discussed below. In addition, management's assumptions about
future events may prove to be inaccurate. Factors that could materially affect
these forward-looking statements can be found in the Tender Offer Memorandum
under the heading "Risk Factors." The Issuer cautions all readers that the
forward-looking statements contained in this announcement are not guarantees
of future performance, and it cannot assure any reader that such statements
will be realised or the forward-looking events and circumstances will occur.

 

Any forward-looking statements are only made as of the date of this
announcement. Accordingly, the Issuer does not intend, and does not undertake
any obligation, to update any forward-looking statements set forth in this
announcement. You should interpret all subsequent written or oral
forward-looking statements attributable to the Issuer or to persons acting on
its behalf as being qualified by the cautionary statements in this
announcement. As a result, you should not place undue reliance on such
forward-looking statements.

 

 
OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute an
invitation to participate in the Offers in any jurisdiction in which, or to
any person to or from whom, it is unlawful to make such invitation or for
there to be such participation under applicable securities laws. The
distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement or the Tender Offer Memorandum comes are

required by each of the Issuer, the Dealer Managers and the Tender Agent to
inform themselves about and to observe any such restrictions.

 

United States

 

The Offers are not being made and will not be made, directly or indirectly, in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States or to any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as amended (each a
"U.S. Person")). This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of electronic
communication. Accordingly, copies of the Tender Offer Memorandum and any
other documents or materials relating to the Offers are not being, and must
not be, directly or indirectly, mailed or otherwise transmitted, distributed
or forwarded (including, without limitation, by custodians, nominees or
trustees) in or into the United States or to a U.S. Person and the Notes
cannot be tendered in the Offers by any such use, means, instrumentality or
facility or from or within or by persons located or resident in the United
States or by any U.S. Person. Any purported tender of Notes in the Offers
resulting directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by a person located in the
United States, by a U.S. Person, by any person acting for the account or
benefit of a U.S. Person, or by any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving instructions from
within the United States or for a U.S. Person will be invalid and will not be
accepted.

 

The Tender Offer Memorandum is not an offer of securities for sale in the
United States or to U.S. Persons. Securities may not be offered or sold in the
United States absent registration under, or an exemption from the registration
requirements of, the Securities Act.

 

Each holder of Notes participating in an Offer will represent that it is not a
U.S. Person located in the United States and is not participating in such
Offer from the United States, or it is acting on a non- discretionary basis
for a principal located outside the United States that is not giving an order
to participate in such Offer from the United States and who is not a U.S.
Person. For the purposes of this and the above paragraph, "United States"
means the United States of America, its territories and possessions (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands), any state of the United States of America and
the District of Columbia.

 

United Kingdom

 

The Tender Offer Memorandum is being distributed only to existing Noteholders,
and is only addressed to such existing Noteholders in the United Kingdom where
they would (if they were clients of the Company) be per se professional
clients or per se eligible counterparties of the Company within the meaning of
the rules of the Financial Conduct Authority ("FCA"). The Tender Offer
Memorandum is not addressed to or directed at any persons who would be retail
clients within the meaning of the FCA rules and any such persons should not
act or rely on it. Recipients of the Tender Offer Memorandum should note that
the Company is acting on its own account in relation to the Offers and will
not be responsible to any other person for providing the protections which
would be afforded to clients of the Company or for providing advice in
relation to the Offers.

 

In addition, the communication of the Tender Offer Memorandum and any other
documents or materials relating to the Offers is not being made and such
documents and/or materials have not been approved by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended. Accordingly, the Tender Offer Memorandum and/or such documents and/or
materials are not being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to, and may only
be acted upon by, those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Financial Promotion Order")) or persons who are within Article
43 of the Financial Promotion Order or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.

 

European Economic Area (EEA)

 

In any European Economic Area (EEA) Member State (the "Relevant State"), the
Offers are only addressed to and are only directed at qualified investors in
that Relevant State within the meaning of the Prospectus Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017, as
amended (the "Prospectus Regulation").

 

Each person in a Relevant State who receives any communication in respect of
the Offers contemplated in the Tender Offer Memorandum will be deemed to have
represented, warranted and agreed to with the Dealer Manager and the Issuer
that it is a qualified investor within the meaning of Article 2(e) of the
Prospectus Regulation.

 

Belgium

 

Neither the Tender Offer Memorandum nor any other documents or materials
relating to the Offers have been submitted to or will be submitted for
approval or recognition to the Financial Services and Markets Authority
(Autorité des services et marchés financiers/Autoriteit voor financiële
diensten en markten) and, accordingly, the Offers may not be made in Belgium
by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law
of 1 April 2007 on public takeover bids as amended or replaced from time to
time. Accordingly, the Offers may not be advertised and the Offers will not be
extended, and neither the Tender Offer Memorandum nor any other documents or
materials relating to the Offers (including any memorandum, information
circular, brochure or any similar documents) has been or shall be distributed
or made available, directly or indirectly, to any person in Belgium other than
where it concerns only securities held by "qualified investors" in the sense
of Article 2(e) of the EU Prospectus Regulation, acting on their own account.
The Tender Offer Memorandum has been issued only for the personal use of the
above qualified investors and exclusively for the purpose of the Offers.
Accordingly, the information contained in the Tender Offer Memorandum may not
be used for any other purpose or disclosed to any other person in Belgium.

 

France

 

The Offers are not being made, directly or indirectly, in the Republic of
France ("France") other than to qualified investors (investisseurs qualifiés)
as defined in Article L.411-2 1° of the French Code monétaire et financier.
None of the Tender Offer Memorandum, this announcement or any other documents
or materials relating to the Offers have been or shall be distributed in
France other than to qualified investors (investisseurs qualifiés) and only
qualified investors (investisseurs qualifiés) are eligible to participate in
the Offers. The Tender Offer Memorandum, this announcement and any other
document or material relating to the Offers have not been and will not be
submitted for clearance to, nor approved by, the Autorité des marchés
financiers.

 

Italy

 

None of the Offers, the Tender Offer Memorandum, this announcement or any
other documents or materials relating to the Offers has been or will be
submitted to the clearance procedure of the Commissione Nazionale per le
Società e la Borsa ("CONSOB").

 

The Offers are being carried out in the Republic of Italy as exempted offers
pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of 24 February 1998, as amended (the "Financial Services Act") and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999.

 

Noteholders, or beneficial owners of the Notes, can tender some or all of
their Notes pursuant to the Offers through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance
with applicable laws and regulations or with requirements imposed by CONSOB or
any other Italian authority.

 

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-a-vis its clients in connection with the
Notes or the Offers.

 

Spain

 

None of any Offer, the Tender Offer Memorandum or this announcement
constitutes an offer of securities to the public in Spain under Regulation
(EU) 2017/1129 or a tender offer in Spain under the restated text of the
Spanish Securities Market Act approved by Royal Legislative Decree 4/2015, of
23 October, and under Royal Decree 1066/2007, of 27 July, all of them as
amended, and any regulation issued thereunder.

 

Accordingly, the Tender Offer Memorandum and this announcement have not been
and will not be submitted for approval or approved by the Spanish Securities
Market Commission (Comisión Nacional del Mercado de Valores).

 

Switzerland

 

A public offer within the meaning of the Swiss Financial Services Act
("FinSA") may not be directly or indirectly made in Switzerland with respect
to the Notes. Therefore, neither the Tender Offer Memorandum nor any other
offering or marketing material relating to the Notes constitutes a prospectus
as such term is understood pursuant to article 35 FinSA or a listing
prospectus within the meaning of the listing rules of the SIX Swiss Exchange.
Accordingly, the investor protection rules otherwise applicable to investors
in Switzerland do not apply to the Offers. When in doubt, investors based in
Switzerland are recommended to contact their legal, financial or tax adviser
with respect to the Offers.

 

Luxembourg

 

The terms and conditions relating to the Tender Offer Memorandum have not been
approved by and will not be submitted for approval to the Luxembourg Financial
Services Authority (Commission de Surveillance du Secteur Financier) for
purposes of public offering in the Grand Duchy of Luxembourg ("Luxembourg").
Accordingly, the Offers may not be made to the public in Luxembourg, directly
or indirectly, and none of the Tender Offer Memorandum or any other
prospectus, form of application, advertisement or other material may be
distributed, or otherwise made available in or from, or published in,
Luxembourg except in circumstances which do not constitute a public offer of
securities to the public, subject to prospectus requirements, in accordance
with the Luxembourg Act of 10 July 2005 on prospectuses for securities.

 

Canada

The Offers are only being made, directly or indirectly, in Canada to
accredited investors that are permitted clients. Any resident in Canada that
receives the Tender Offer Memorandum shall be deemed to warrant that it is an
accredited investor, a permitted client and was not created or used solely to
purchase or hold securities as an accredited investor (if not a natural
person). Noteholders, or beneficial owners of the Notes that receive the
Tender Offer Memorandum have expressly requested that all documents evidencing
or relating in any way to the Offers be drawn up in the English language only.
Par la réception de ce document, chaque acheteur canadien confirme par les
présentes qu'il a expressément exigé que tous les documents faisant foi ou
se rapportant de quelque manière que ce soit à la vente des valeurs
mobilières décrites aux présentes (incluant, pour plus de certitude, toute
confirmation d'achat ou tout avis) soient rédigés en anglais seulement.

 

General

 

None of the Tender Offer Memorandum, this announcement or the electronic
transmission thereof constitutes an offer to buy or the solicitation of an
offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers
will not be accepted from Noteholders) in any circumstances in which such
offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a licensed
broker or dealer and the Dealer Managers or any of its affiliates is such a
licensed broker or dealer in any such jurisdiction, such Offer shall be deemed
to be made by the Dealer Managers or such affiliate, as the case may be, on
behalf of the Issuer in such jurisdiction.

 

In addition to the representations referred to above in respect of the United
States, each Noteholder participating in an Offer will be deemed to give
certain other representations as set out in the Tender Offer Memorandum. Any
tender of Notes for purchase pursuant to the Offers from a Noteholder that is
unable to make these representations will not be accepted.

 

Each of the Issuer, the Dealer Managers and the Tender Agent reserves the
right, in its sole and absolute discretion, to investigate, in relation to any
tender of Notes for purchase pursuant to an Offer whether any such
representation given by a Noteholder is correct and, if such investigation is
undertaken and as a result the Issuer determines (for any reason) that such
representation is not correct, such tender or submission may be rejected.

 

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