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REG - Ocado Group PLC - Retail Offer via PrimaryBid

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RNS Number : 5367P  Ocado Group PLC  20 June 2022

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, CANADA, JAPAN,
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.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021)

 

For immediate release

20 June 2022

Ocado Group plc

 

Retail Offer via PrimaryBid

 

Retail Offer

 

Ocado Group plc ("Ocado Group" or the "Company"), today announces a retail
offer via PrimaryBid of new ordinary shares (the "Retail Shares")
of 2 pence each in the capital of the Company (the "Retail Offer").

 

As separately announced today, the Company is conducting a non-pre-emptive
placing of new ordinary shares (the "Placing Shares") in the capital of the
Company (the "Placing") through an accelerated bookbuild process
(the "Bookbuild"). The price at which the Placing Shares are to be placed
(the "Placing Price") will be determined at the close of the Bookbuild.

 

In conjunction with the Placing, certain directors of the Company and members
of the senior management team intend to subscribe for new ordinary shares in
the capital of the Company (the "Subscription Shares") pursuant to direct
subscriptions with the Company (the "Subscription") at the Placing Price.

 

The issue price for the Retail Shares, as well as for the Subscription Shares,
will be equal to the Placing Price.

 

Reasons for the Retail Offer

 

While the Placing has been structured as a non-pre-emptive offer within the
Company's existing authorities from shareholders for non-pre-emptive offers so
as to minimise cost, time to completion and use of management time, Ocado
Group values its retail investor base and wants to give those shareholders an
opportunity to participate in the Company's equity fundraising (on the same
terms as the Placing), alongside other investors.

 

After consideration of the various options available to it, the Company
believes that the separate Retail Offer, which will give retail investors the
opportunity to participate in the Company's equity fundraising alongside
the Placing and Subscription, is in the best interest of shareholders, as
well as wider stakeholders in Ocado Group.

 

Details of the Retail Offer

 

Members of the public in the UK may participate in the Retail Offer by
applying exclusively through the PrimaryBid mobile app available on the Apple
App Store and Google Play. PrimaryBid does not charge investors any commission
for this service.

 

The Retail Offer, via the PrimaryBid mobile app, is now open to retail
investors. The Retail Offer will close at the same time as the Bookbuild is
completed. The Retail Offer may close early if it is oversubscribed. There is
a minimum subscription of £250 per investor under the terms of the Retail
Offer.

 

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Offer without giving any reason for such rejection.

 

No commission will be charged to investors on applications to participate in
the Retail Offer made through PrimaryBid. It is important to note that once an
application for the Retail Shares has been made and accepted via PrimaryBid,
that application is irrevocable and cannot be withdrawn.

 

It is a term of the Retail Offer that the total value of the Retail Shares
available for subscription at the Placing Price does not exceed €8 million,
as is legally required (equivalent to approximately £6.9m at the exchange
rate as of 4:00 p.m. on 20 June 2022). Accordingly, the Company is not
required to publish, and has not published, a prospectus in connection with
the Retail Offer as it falls within the exemption set out in section 86(1)(e)
and 86(4) of FSMA. The Retail Offer is not being made into any jurisdiction
where it would be unlawful to do so. In particular, the Retail Offer is being
made only to persons who are, and at the time the Retail Shares are subscribed
for, will be outside the United States and subscribing for the Placing Shares
in an "offshore transaction" as defined in, and in accordance with, Regulation
S ("Regulation S") under the U.S Securities Act of 1933, as amended (the
"Securities Act"). Persons who are resident or otherwise located in the United
States will not be eligible to register for participation in the offer through
PrimaryBid or subscribe for Retail Shares.

 

The Retail Shares, when issued, will be fully paid and will rank pari
passu in all respects with each other and with the existing ordinary shares
of the Company.

 

Applications will be made (i) to the Financial Conduct Authority for the
admission of the Retail Shares to the premium listing segment of the Official
List; and (ii) to London Stock Exchange plc for admission of the Retail
Shares to trading on its main market for listed securities
(together, "Admission").

 

Settlement for the Retail Shares and Admission are expected to take place on
or before 8.00 a.m. on 23 June 2022. The Retail Offer is conditional upon
Admission becoming effective and on the placing agreement (for the purpose of
the Placing) entered into by the Company not being terminated in accordance
with their terms prior to Admission.

 

For further details, please refer to www.PrimaryBid.com
(http://www.PrimaryBid.com) or email enquiries@primarybid.com . The terms and
conditions on which the Retail Offer is made, including the procedure for
application and payment for the Retail Shares, is available to all persons who
register with PrimaryBid.

 

 

It should be noted that a subscription for the Retail Shares and any
investment in the Company carry a number of risks. Investors should make their
own investigations into the merits of an investment in the Company. Nothing in
this Announcement amounts to a recommendation to invest in the Company or
amounts to investment, taxation or legal advice. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the Company's ordinary shares if they are in any doubt.

 ENQUIRIES:

Ocado Group plc

 Stephen Daintith, Chief Financial Officer

 Tel: 01707 228 000

 David Shriver, Director of Communications

 Tel: 01707 228 000

 PrimaryBid Limited

 James Deal

 Fahim Chowdhury

 enquiries@primarybid.com (mailto:enquiries@primarybid.com)

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

 

LEI: 213800LO8F61YB8MBC74

 

This announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this announcement.

 

IMPORTANT NOTICES

This Announcement has been issued by and is the sole responsibility of the
Company.

Persons distributing this Announcement must satisfy themselves that is lawful
to do so. This Announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an offer to buy,
subscribe for or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of such
jurisdictions. Persons needing advice should consult an independent financial
adviser.

The distribution of this Announcement and the offering, placing and/or issue
of the Retail Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, PrimaryBid or any of their affiliates,
agents, directors, officers or employees that that would permit an offer of
the Retail Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Retail Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about and to observe any such restrictions.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, 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 AND POSSESSIONS, ANY STATE OF THE UNITED STATES, ITS TERRITORIES
OR ITS POSSESSIONS (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA,
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. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

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 in the United States, Canada, Australia,
Japan, South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the securities referred to herein is being
made in any such jurisdiction.

This communication is not a public offer of securities for sale in the United
States. The securities referred to herein have not been and will not be
registered under the US Securities Act 1933, as amended (the "Securities Act")
or under the securities laws of any state or other jurisdiction of the United
States, and may not be offered or sold directly or indirectly in or into the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any other jurisdiction of
the United States. The Retail Offer is not available to persons in the United
States.

The relevant clearances have not been, 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 the Republic of South Africa in
relation to the Retail Shares and the Retail Shares have not been, nor will
they be, registered under or offering in compliance with the securities laws
of any state, province or territory of Australia, Canada, the Republic of
South Africa or Japan. Accordingly, the Retail 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, Canada, the
Republic of South Africa, or Japan or any other jurisdiction in which such
activities would be unlawful.

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 the Company.
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 the Company'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 the
Company's actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, the
macroeconomic and other impacts of COVID-19, economic and business cycles, the
terms and conditions of the Company's financing arrangements, foreign currency
rate fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers 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. The Company
and its directors 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, the Market Abuse Regulation,
the Disclosure Guidance and Transparency Rules, the rules of the London Stock
Exchange or the FCA.

This Announcement does not constitute a recommendation concerning any
Subscriber's investment decision with respect to the Retail Offer. The price
of shares and any income expected from them may go down as well as up and
Subscribers may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each Subscriber or prospective Subscriber should consult his, her or
its own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

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 the Company, 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 the Company.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
The Retail Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the London Stock
Exchange.

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.

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. The Company 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 document, whether of facts or of opinion. The
Company accepts responsibility accordingly.

It should be remembered that the price of securities and the income from them
can go down as well as up.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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.   END  IOESEFFMSEESESM

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