Cazoo Receives Non-compliance Notice from NYSE Regarding 20-F Filing Delinquency
May 21 2024 - 8:09AM
Business Wire
Cazoo Group Ltd (NYSE: CZOO) (“Cazoo” or “the Company”), the UK
online used car platform, announces receipt of a written notice
(the “Notice”) from the New York Stock Exchange (the “NYSE”) on May
16, 2024 stating that the Company is not in compliance with the
NYSE continued listing standards set forth in Section 802.01E of
the NYSE Listed Company Manual, which requires timely filing of all
required periodic reports with the Securities and Exchange
Commission (the “SEC”), because of the Company’s failure to timely
file its Form 20-F for the fiscal year ended December 31, 2023 (the
“2023 Form 20-F”).
As previously disclosed on May 1, 2024, Cazoo was unable to file
its 2023 Form 20-F on or before the prescribed filing date without
unreasonable effort or expense. As a result of the significant
amount of time devoted by management to pursue strategic
initiatives, and the Company’s pivot to the marketplace model,
which has also required a dedication of the Company’s limited
personnel and resources, and because of our liquidity concerns
whereby we would not be able to demonstrate our ability to continue
as a going concern in the medium- to long-term, the Company was
unable to complete the preparation and review of its financial
statements and disclosures for the 2023 Form 20-F. Moreover, as a
result of the foregoing, the Company does not currently intend to
file the 2023 Form 20-F.
In accordance with Section 802.01E of the NYSE Listed Company
Manual, the NYSE will closely monitor the status of the Company’s
late filing and related public disclosures for up to six months
from the date of the filing delinquency (the “Initial Cure
Period”). The Company’s Class A ordinary shares will continue to
trade on the NYSE during the Initial Cure Period, subject to the
Company’s compliance with other continued listing requirements.
Notwithstanding the foregoing, if circumstances warrant, the NYSE
may commence delisting proceedings at any time.
Forward-Looking Statements
This communication contains “forward-looking statements”. The
expectations, estimates, and projections of the business of Cazoo
may differ from its actual results and, consequently, you should
not rely on forward-looking statements as predictions of future
events. These forward-looking statements generally are identified
by the words “plan,” “seek,” “intend,” “will,” “could,” and similar
expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this press release, including but not limited to: (1)
our ability to complete the winding up in a timely manner; (2) that
our shareholders will not realize any value in the Company’s
shares; (3) the holders of our Senior Secured Notes will have
significant influence over all shareholder votes, and they, as
secured creditors, will have interests different from our
shareholders; (4) that our warrantholders will receive nothing for
their warrants; (5) the likelihood that our creditors will not
receive a full recovery in connection with our winding up; (6) the
risk that our shareholders will not be able to buy or sell shares
after we close our share transfer books in connection with the
Cayman Island winding-up process; (7) our directors and officers
will continue to receive benefits from the Company during the
winding up; (8) the impact of business uncertainties in connection
with the winding up; (9) the risk that we may have liabilities or
obligations about which we are not currently aware; (10) the risk
that the cost of settling our liabilities and contingent
obligations could be higher than anticipated; and (11) other risks
and uncertainties set forth in the sections entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in the
Form 6-K filed on March 6, 2024 and in subsequent filings with the
SEC. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the disclosure
included in other documents filed by Cazoo from time to time with
the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Cazoo assumes no obligation and
does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise. Cazoo gives no assurance that it will achieve its
expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20240521368249/en/
Investor Relations: Cazoo:
investors@cazoo.co.uk Media: Cazoo:
press@cazoo.co.uk Jess Reid – Teneo +44 (0) 7919 685287 Anthony Di
Natale – Teneo +44 (0) 7880 715975
Cazoo (NYSE:CZOO)
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