REG - Ocado Group PLC - Tender Offer
29/07/2024 16:45
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RNS Number : 2673Y Ocado Group PLC 29 July 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").
29 July 2024
Ocado Group plc
Ocado Group plc announces invitations to holders to tender certain notes for
purchase in cash
Ocado Group plc (the "Issuer" or the "Company") has today launched an
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 of the Convertible Bonds and the 2026
Notes, 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 in the Tender Offer Memorandum) and the other
terms and conditions described in the Tender Offer Memorandum dated 29 July
2024 (the "Tender Offer Memorandum"). Subject to applicable law, the Issuer
reserves the right, in its sole and absolute discretion, to waive any and all
conditions to the Offers.
The Issuer proposes to accept Notes for purchase with an aggregate Purchase
Consideration (excluding any accrued but unpaid interest) not to exceed a
stated amount that the Issuer intends to announce as described in section
"Indicative Timetable" below (the "Maximum Spend Amount"), which is expected
to be at least equal to the aggregate principal amount of Notes validly
tendered that are given First Priority of Acceptance, on the terms and
conditions contained in the Tender Offer Memorandum, subject to the right of
the Issuer to increase or decrease any such amount in its sole and absolute
discretion (including at the Expiration Deadline) and subject to the right of
the Issuer to accept or reject valid Tender Instructions in its sole and
absolute discretion.
If the Issuer decides to accept any validly tendered Notes of any Series for
purchase pursuant to an Offer, the Issuer intends to accept validly tendered
Notes in the following order of priority:
(1) validly tendered Notes of either Series that are given First Priority of
Acceptance pursuant to a valid Tender and Priority Acceptance Instruction up
to an amount equal to the aggregate principal amount of the relevant
Noteholder's Allocation Amount (the "First Priority Level") up to the Maximum
Spend Amount (the aggregate Purchase Consideration in respect of all such
Notes given First Priority of Acceptance, the "First Priority Acceptance
Amount");
(2) to the extent that the Maximum Spend Amount is greater than the First
Priority Acceptance Amount, valid Tender Only Instructions in respect of
Convertible Bonds (the "Second Priority Level") up to an aggregate Purchase
Consideration equal to the Maximum Spend Amount less the First Priority
Acceptance Amount (the "Second Priority Acceptance Amount"); and
(3) to the extent that the Maximum Spend Amount is greater than the sum of
the (x) First Priority Acceptance Amount and (y) the Second Priority
Acceptance Amount, valid Tender Only Instructions in respect of the 2026 Notes
(the "Third Priority Level" and each of the First Priority Level, Second
Priority Level and Third Priority Level, a "Priority Level" and together, the
"Priority Levels") up to an aggregate Purchase Consideration equal to the
Maximum Spend Amount less the sum of the (x) First Priority Acceptance Amount
and (y) the Second Priority Acceptance Amount (the "Third Priority Acceptance
Amount" and each of the First Priority Acceptance Amount, the Second Priority
Acceptance Amount and the Third Priority Acceptance Amount, an "Acceptance
Amount"),
in each case, subject to (i) the Issuer's right to adjust the Maximum Spend
Amount as further described under "First Priority of Acceptance on the Tender
Instructions" below and (ii) to the extent required, the scaling described in
"Scaling" below.
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.
Summary of the Offers
Description of Notes ISIN/Common Code Maturity Date Aggregate Principal Amount Outstanding Purchase Price((1)) Amount subject to the Offers((2))
0.875% Guaranteed Senior Unsecured Convertible Bonds due 2025 (the XS2090948279 9 December 2025 £600,000,000 93.00 per cent. A maximum amount of cash the Issuer will spend to acquire Notes in the Offers
"Convertible Bonds")
(in each case as defined below), excluding any accrued but unpaid interest (as
/209094827 described below) (subject to the right of the Issuer to increase or decrease
such amount in its sole and absolute discretion).
3.875% Guaranteed Senior Unsecured Notes due 2026 (the "2026 Notes") XS2393761692/ 239376169 8 October 2026 £498,800,000((3)) 93.00 per cent.
Note:
(1) In addition to the applicable purchase price, the Issuer will pay
accrued but 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) For further information refer to "Overview of Offers−Maximum
Spend Amount" in the Tender Offer Memorandum.
(3) The Aggregate Principal Amount Outstanding comprises the 2026
Notes, which are held pursuant to the Regulation S global note in respect
thereof (ISIN: XS2393761692/ Common Code: 239376169) as of 29 July 2024, and
does not include the notes issued under the 2026 Notes Indenture (as defined
below) 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 being made
pursuant to the Tender Offer Memorandum in respect of the 2026 Notes is only
in respect of the 2026 Notes, that are held pursuant to the Regulation S
global note. The outstanding aggregate principal amount of the 2026 Notes
together with the Rule 144A 2026 Notes is £500,000,000 (collectively, the
"Issued 2026 Notes").
THE OFFERS COMMENCED ON 29 JULY 2024 AND WILL EXPIRE AT 16:00 BST ON 6 AUGUST
2024 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED, RE-OPENED, WITHDRAWN OR
TERMINATED AT THE SOLE DISCRETION OF THE ISSUER. DETAILS OF ANY SUCH
EXTENSION, RE-OPENING, WITHDRAWAL OR TERMINATION WILL BE NOTIFIED TO
NOTEHOLDERS AS SOON AS REASONABLY PRACTICABLE AFTER SUCH DECISION. TENDER
INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE WITHDRAWN EXCEPT IN THE LIMITED
CIRCUMSTANCES OUTLINED IN THE TENDER OFFER MEMORANDUM UNDER THE HEADING
"AMENDMENT AND TERMINATION".
Custodians, Direct Participants and Clearing Systems will have deadlines for
receiving instructions prior to the Expiration Deadline and holders should
contact the intermediary through which they hold their Notes as soon as
possible to ensure proper and timely delivery of instructions.
Purpose of the Offers
The purpose of the Offers and the New Offerings is, amongst other things, to
proactively manage the Issuer's maturity profile. The Offers also provide
Noteholders with the opportunity to sell their current holdings in the Notes,
as more fully described in the Tender Offer Memorandum.
New Offerings Condition
The Issuer announced on 29 July 2024 its intention to issue New Notes and New
Convertible Bonds (each as defined in the Tender Offer Memorandum) with a
combined target aggregate principal amount of £600 million (the "New
Offerings"). The actual aggregate principal amount issued may be greater or
less than this target. It is expected that the offering of the New Notes and
the New Convertible Bonds will each close prior to the Settlement Date.
Whether the Issuer will accept for purchase any Notes validly tendered in the
Offers is subject, without limitation, to the issuance of debt securities in
the New Offerings in an amount, and on terms, satisfactory to the Issuer in
its sole discretion (the "New Offerings Condition").
Purchase Price
Subject to the applicable Minimum Denomination in respect of the relevant
Series of Notes, the Purchase Price will be: (i) 93.00 per cent. of the
principal amount in respect of the Convertible Bonds; and (ii) 93.00 per cent.
of the principal amount in respect of the 2026 Notes.
In respect of any Notes accepted for purchase, the Issuer will also pay an
amount equal to any accrued but unpaid interest on the relevant Notes from,
and including, the relevant interest payment date for such Notes immediately
preceding the Settlement Date up to, but excluding, the Settlement Date, which
is expected to be 13 August 2024.
Notes repurchased by the Issuer pursuant to the Offers may be cancelled. Notes
which have not been validly tendered and accepted for purchase pursuant to the
Offers will remain outstanding after the Settlement Date.
Maximum Spend Amount
The Issuer proposes to accept Notes for purchase with an aggregate Purchase
Consideration (excluding any accrued but unpaid interest) not to exceed the
Maximum Spend Amount, which is expected to be at least equal to the aggregate
principal amount of Notes validly tendered that are given First Priority of
Acceptance, on the terms and conditions contained in the Tender Offer
Memorandum, subject to the right of the Issuer to increase or decrease any
such amount in its sole and absolute discretion (including at the Expiration
Deadline) and subject to the right of the Issuer to accept or reject valid
Tender Instructions in its sole and absolute discretion.
Tenders of Notes may be pro-rated as set out in the Tender Offer Memorandum.
Any adjustments to the announced Maximum Spend Amount will be announced with
the results of the Offers.
Order of Priority in Accepting Validly Tendered Notes
As more fully described above and in the Tender Offer Memorandum, if the
Issuer decides to accept any validly tendered Notes of any Series for purchase
pursuant to an Offer, the Issuer intends to accept validly tendered Notes in
the following order of priority:
(1) validly tendered Notes of either Series that are given First Priority
Level up to the First Priority Acceptance Amount;
(2) to the extent that the Maximum Spend Amount is greater than the First
Priority Acceptance Amount, valid Tender Only Instructions in respect of
Second Priority Level up to the Second Priority Acceptance Amount; and
(3) to the extent that the Maximum Spend Amount is greater than the sum of
the (x) First Priority Acceptance Amount and (y) the Second Priority
Acceptance Amount, valid Tender Only Instructions in respect of the Third
Priority Level up to the Third Priority Acceptance Amount,
in each case, subject to (i) the Issuer's right to adjust the Maximum Spend
Amount as further described under "First Priority of Acceptance on the
Tender Instructions" below and (ii) to the extent required, the scaling
described in "Scaling" below.
Scaling
In respect of each Series, if the Issuer decides to accept any validly
tendered Notes of such Series for purchase pursuant to Tender Only
Instructions it will do so by following the order of priority as described
above under "Order of Priority in Accepting Validly Tendered Notes."
To the extent the aggregate principal amount of validly tendered Notes in
respect of a Priority Level is less than or equal to the Acceptance Amount in
respect of such Priority Level, the Issuer expects to accept all such Notes
for purchase.
To the extent the aggregate principal amount of validly tendered Notes in
respect of a Priority Level exceeds the Acceptance Amount in respect of such
Priority Level, the Issuer intends to accept validly tendered Notes in respect
of such Priority Level for purchase on a pro rata basis such that the
aggregate principal amount of such Notes in respect of such Priority Level
accepted for purchase pursuant to the relevant Offer is no greater than the
Acceptance Amount in respect of that Priority Level and the Issuer expects not
to accept for purchase any Notes tendered in respect of any Priority Level
below such Priority Level.
Such pro rata allocations will be calculated in relation to the relevant
Priority Level by multiplying the aggregate principal amount of the Notes
tendered in respect of such Priority Level by a factor derived from (i) the
Acceptance Amount in respect of such Priority Level divided by (ii) the
aggregate principal amount of validly tendered Notes in respect of such
Priority Level (subject to adjustment to allow for the aggregate principal
amount of Notes accepted for purchase, following the rounding of Tender
Instructions as set out below, to equal the relevant Acceptance Amount). Each
tender of Notes reduced in this manner will be rounded down to the nearest
£100,000 in respect of the Convertible Bonds and £1,000 in respect of the
2026 Notes. In addition, in the event of any such scaling of tenders:
(A) the Issuer will use reasonable endeavours to apply pro rata scaling (to
the extent practicable, and adjusted as may be applicable) to each valid
tender of the relevant Notes in respect of the relevant Priority Level in such
a manner as will result in both (a) the relevant Noteholder transferring to
the Issuer an aggregate principal amount of at least the Minimum Denomination
(unless the relevant Tender Instruction is rejected in its entirety, as
described in paragraph (B) below), and (b) the relevant Noteholder's residual
amount of Notes (being the principal amount of the Notes that are the subject
of the relevant Tender Instruction that are not accepted for purchase by
virtue of such scaling) amounting to, in each case, either (i) at least
£100,000 or (ii) zero, and (subject as provided in paragraph (B) below) the
Issuer therefore reserves the right (but shall not be obliged) to adjust the
pro rata scaling applicable to any relevant Tender Instruction accordingly;
and
(B) if following the application of the pro rata scaling (prior to any
adjustment as referred to in paragraph (A) above), the principal amount of
Notes otherwise due to be accepted for purchase from a Noteholder pursuant to
a Tender Instruction would be less than £100,000, the Issuer may in its sole
and absolute discretion choose to (i) accept at least £100,000, being the
minimum denomination of the Notes or (ii) reject the relevant Tender
Instruction in its entirety.
First Priority of Acceptance on the Tender Instruction
Noteholders who wish to validly tender their Notes for purchase pursuant to
the relevant Offer in addition to subscribing for New Notes and/or New
Convertible Bonds (together, "New Debt Securities") will receive priority of
acceptance ("First Priority of Acceptance") in the respective Offers through
the use of a unique reference number obtained from the Dealer Managers (the
"Acceptance Code"), subject to the terms set out in the Tender Offer
Memorandum, the satisfaction of the New Offerings Condition and the General
Conditions. The Issuer intends to give First Priority of Acceptance to any
tendering Noteholder that provides a valid Acceptance Code for an aggregate
principal amount of Notes up to an amount equal to the aggregate principal
amount of New Debt Securities allocated to the relevant Noteholder in the New
Offerings (any such amount, an "Allocation Amount"), subject to the Issuer's
right to adjust any such amount and any Acceptance Amount in its sole
direction.
A Noteholder can obtain such an Acceptance Code by contacting the Dealer
Managers, the contact details for which are included in this announcement or
on the second to last page of the Tender Offer Memorandum. The receipt of an
Acceptance Code in conjunction with the issue of New Debt Securities does not
constitute acceptance of a tender of Notes for purchase pursuant to the
respective Offer by the Issuer.
No assurances can be given that any Noteholder that receives an Acceptance
Code will be given First Priority of Acceptance, or be eligible to
participate, in the respective Offer. Participating in the respective Offer
and requesting an Acceptance Code are subject to all applicable securities
laws and regulations in force in any relevant jurisdiction, including those
set out under "Offer and Distribution Restrictions" below.
In order for a Noteholder to be eligible to receive First Priority of
Acceptance in the respective Offer, an Acceptance Code must be quoted in that
Noteholder's Tender Instruction (such instruction specifying (i) a valid
Acceptance Code, (ii) the name of the beneficial owner of the relevant Notes,
(iii) a contact telephone number for the beneficial owner of the relevant
Notes and (iv) a contact email address for the beneficial owner of the
relevant Notes being a "Tender and Priority Acceptance Instruction").
Noteholders who wish to validly tender Notes for purchase pursuant to the
respective Offer but do not wish to subscribe for New Debt Securities, (either
with a Tender and Priority Acceptance Instruction or at all) can submit a
Tender Instruction to this effect (a "Tender Only Instruction"). A Tender Only
Instruction will not allow a Noteholder to be eligible to receive First
Priority of Acceptance in the relevant Offer(s).
The Issuer intends to accept validly tendered Notes for purchase that are
given First Priority of Acceptance pursuant to a valid Tender and Priority
Acceptance Instruction before accepting validly tendered Notes pursuant to a
Tender Only Instruction.
In respect of each Series, if a Noteholder submits one or more Priority
Acceptance Instructions using a unique Acceptance Code representing an
aggregate principal amount greater than its Allocation Amount, the Issuer may,
in its sole and absolute discretion, scale (rounding down to the nearest
£100,000 in respect of the Convertible Bonds and £1,000 in respect of the
2026 Notes) the amounts represented by such Priority Acceptance Instructions
such that the aggregate principal amount accepted in respect of such Series
does not exceed the relevant Allocation Amount and may treat any such excess
amount as a Tender Only Instruction. Additionally, Noteholders who are given
First Priority of Acceptance in an amount equal to the Allocation Amount but
wish to tender additional Notes in the relevant Offer may submit a separate
Tender Only Instruction in respect of such excess portion.
Where a Noteholder wishes to submit Tender and Priority Acceptance
Instructions in respect of both Series of Notes, the same Acceptance Code may
be specified in each such Tender and Priority Acceptance Instruction provided
the aggregate principal amount of Notes represented by all such Tender and
Priority Acceptance Instructions does not exceed the relevant Allocation
Amount. If a Noteholder submits Tender and Priority Acceptance Instructions in
respect of a Series of Notes or both Series representing an aggregate
principal amount of Notes greater than its Allocation Amount, the Issuer will
decide in its sole and absolute discretion which Series of Notes (if any) to
allocate such Noteholder's First Priority of Acceptance, and may treat all or
any part of such excess amount as a Tender Only Instruction or treat the full
amount as a Tender and Priority Acceptance Instruction.
The Issuer reserves the right to treat any Tender and Priority Acceptance
Instruction as a Tender Only Instruction subject to the final allocation of
New Debt Securities to the investors and whether it considers the extent of
such allocation of New Debt Securities to the relevant investors to be
sufficient to grant the relevant investors First Priority of Acceptance in the
respective Offer.
The Issuer may, acting in its sole and absolute discretion, decline to accept
an application quoting the Acceptance Code in the event that the Noteholder
specifies a wrong Acceptance Code or in the case there is any other defect
related to the Acceptance Code. The Issuer reserves the right to waive any
such defect.
The Issuer has complete discretion to allocate the New Notes and the New
Convertible Bonds as it sees fit.
New Offerings Priority
The Issuer will, in connection with the allocation of New Debt Securities in
the New Offerings, consider, among other factors, whether or not the relevant
investor seeking one or more allocations in the New Offerings has, prior to
the allocations of the New Offerings (each expected to occur before the
Expiration Deadline), validly tendered or indicated its firm intention to any
of the Dealer Managers to tender the Notes and to any of BNP PARIBAS or
Goldman Sachs International who are acting as Joint Physical Bookrunners of
the New Offerings (the "Joint Physical Bookrunners") to subscribe for New Debt
Securities. Therefore, a Noteholder that wishes to subscribe for New Debt
Securities in addition to validly tendering Notes for purchase pursuant to the
relevant Offer(s) may receive priority in the allocation of New Debt
Securities in the New Offerings, subject to the terms set out in the Tender
Offer Memorandum, the satisfaction of the New Offerings Condition and General
Conditions and such Noteholder also making a separate application for the
purchase of such New Debt Securities to a Dealer Manager (in its capacity as
Joint Physical Bookrunners of the offerings of the New Debt Securities) in
accordance with the standard new issue procedures of such Joint Physical
Bookrunner.
The aggregate principal amount of New Debt Securities for which a Noteholder
may receive priority in allocation may be in an amount up to the aggregate
principal amount of such Notes validly tendered by such Noteholder in the
relevant Offer and accepted for purchase by the Issuer. However, neither the
Issuer nor any of the Joint Physical Bookrunners is obligated to allocate any
New Debt Securities to a Noteholder who has validly tendered or indicated a
firm intention to tender Notes pursuant to the respective Offer; and if New
Debt Securities are allocated to a Noteholder in the New Offerings, the
principal amount thereof may be less (or more) than the aggregate principal
amount of the Notes validly tendered by such Noteholder in the respective
Offer and accepted for purchase by the Issuer. Any such priority allocation
will also take into account (among other factors) the denomination of the New
Debt Securities, being £100,000 and integral multiples of £1,000 in excess
thereof for the New Notes and £100,000 for the New Convertible Bonds.
The pricing and allocation of each series of New Debt Securities is expected
to occur prior to the Expiration Deadline and, as such, Noteholders who wish
to subscribe for New Debt Securities in addition to tendering Notes for
purchase in the respective Offer are advised to contact a Dealer Manager also
in its capacity as Joint Physical Bookrunners as soon as possible following
the date of the Tender Offer Memorandum and prior to the allocation of the
relevant series of New Debt Securities in order to request priority in the
allocation of the relevant New Debt Securities.
Any investment decision to purchase any securities in the New Offerings should
be made solely on the basis of the information to be prepared in connection
with the issue of such securities and no reliance is to be placed on any
representations other than those contained in such information.
This announcement or the Tender Offer Memorandum does not constitute an offer
to purchase, or the solicitation of an offer to tender or sell, or to exercise
any voting rights with respect to any, Notes to or from, or by, any person
located or resident in any jurisdiction where it is it is unlawful to make
such offer or solicitation under applicable securities or "blue sky" or other
laws.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute discretion, to extend,
re-open, withdraw or terminate the Offers and to amend or waive any of the
terms and conditions of the Offers (including, but not limited to, purchasing
more or less than the Maximum Spend Amount) at any time following the
announcement of the Offers, as described in the Tender Offer Memorandum under
the heading "Amendment and Termination". Details of any such extension,
re‑opening, withdrawal, termination, amendment or waiver will be notified to
the Noteholders as soon as possible after such decision.
Offer and Distribution Restrictions
The Issuer is making the Offers only in those jurisdictions where it is legal
to do so. See "Offer and Distribution Restrictions" below. This document does
not constitute a "prospectus" for the purposes of Regulation (EU) 2017/1129,
as amended (including as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended ("EUWA").
Summary of Action to be Taken
To tender Notes in an Offer, a holder of Notes should deliver, or arrange to
have delivered on its behalf, via the relevant Clearing System and in
accordance with the requirements of such Clearing System, a valid Tender
Instruction that is received, in each case, by the Tender Agent by the
Expiration Deadline.
Tender Instructions must be submitted in respect of a principal amount of
Notes of no less than the Minimum Denomination.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would
require to receive instructions from a Noteholder in order for that Noteholder
to be able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate in, the
Offers before the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for the
submission of Tender Instructions will be earlier than the relevant deadlines
specified in the Tender Offer Memorandum.
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.
Before making a decision with respect to the Offers, Noteholders should
carefully consider all of the information in the Tender Offer Memorandum and,
in particular, the risk factors described in the section entitled "Risk
Factors and Other Considerations".
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.
INDICATIVE TIMETABLE
This is an indicative timetable showing one possible outcome for the timing of
the Offers based on the dates in the Tender Offer Memorandum. This timetable
is subject to change and dates and times may be extended or amended by the
Issuer in accordance with the terms of the Offers as described in the Tender
Offer Memorandum. Accordingly, the actual timetable may differ significantly
from the timetable below.
Date Action
29 July 2024 Commencement of the Offers
Offers announced by way of announcements through the Clearing Systems. Such
announcements may also be made on the relevant Notifying News Service(s) and
via the website of Euronext Dublin.
Tender Offer Memorandum available from the Tender Agent.
As soon as practicable following the pricing of the New Notes and in any event Announcement of Maximum Spend Amount
prior to the Expiration Deadline
Announcement of the Maximum Spend Amount distributed by way of announcements
through the Clearing Systems. Such announcements may also be made on the
relevant Notifying News Service(s) and via the website of Euronext Dublin.
16:00 BST on 6 August 2024 Expiration Deadline
Deadline for receipt by the Tender Agent of all Tender Instructions in order
for Noteholders to be able to participate in the Offers. The Offers expire
unless extended, re-opened, withdrawn or terminated. The Issuer may, in its
sole and absolute discretion, extend or terminate the Offers.
As soon as practicable following the Expiration Deadline Announcement of Result of Offers
Announcement of the Issuer's decision whether to accept valid tenders of Notes
for purchase pursuant to any or both of the Offers subject only to the
satisfaction of the New Offerings Condition, the General Conditions, any
Maximum Spend Amount, if announced by the Issuer, and for each such Series
accepted for purchase details of (i) the final aggregate principal amount of
the Notes of each Series tendered pursuant to the Offers, (ii) the Maximum
Spend Amount and (iii) the pro-ration factor, if applicable, distributed by
way of announcements through the Clearing Systems. Such announcements may also
be made on the relevant Notifying News Service(s) and via the website of
Euronext Dublin.
Expected to be on 13 August 2024 Settlement
Subject to satisfaction of the New Offerings Condition and the General
Conditions, expected Settlement Date for the Offers. Payment of the Purchase
Consideration and Accrued Interest Payment in respect of the Offers.
Unless stated otherwise, announcements in connection with the Offers will be
made by the delivery of notices to the Clearing Systems for communication to
Direct Participants. Such announcements may also be made by (i) the issue of a
press release to a Notifying News Service and (ii) via the website of Euronext
Dublin. Copies of all such announcements, press releases and notices can also
be obtained from the Tender Agent, the contact details for whom are in this
announcement and on the last page of the Tender Offer Memorandum. Significant
delays may be experienced where notices are delivered to the Clearing Systems
and Noteholders are urged to contact the Tender Agent for the relevant
announcements relating to the Offers.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would
require to receive instructions from a Noteholder in order for that Noteholder
to be able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate in, the
Offers before the deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified above.
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: +44 (0) 20 7595 8861 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 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 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
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.
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.
INFORMATION REGARDING FORWARD‑LOOKING STATEMENTS
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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