TIDMOCDO
RNS Number : 0952E
Ocado Group PLC
06 February 2018
6 February 2018
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 OR ACQUIRE ANY SECURITIES, INCLUDING
PLACING SHARES, IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
OCADO GROUP PLC
Results of Placing
Ocado Group plc ("Ocado" or the "Company") is pleased to
announce the successful completion of the placing announced earlier
today (the "Placing").
A total of 31,463,500 new ordinary shares in Ocado (the "Placing
Shares") have been placed by Goldman Sachs International ("Goldman
Sachs") and Numis Securities Limited ("Numis") who are acting as
joint bookrunners (Goldman Sachs and Numis, together the
"Bookrunners") at a price of 455 pence per Placing Share (the
"Placing Price"), raising gross proceeds of GBP143,158,925. The
Placing Shares being issued represent approximately 5% of the
issued ordinary share capital of the Company prior to Placing. The
issue price of the Placing represents a discount of 1.46% to the
middle market price at the time that the Company and the
Bookrunners agreed the Placing Price.
The Placing Shares will, when issued, be credited as fully paid
and will be issued subject to the Company's articles of association
and will rank pari passu in all respects with the existing issued
ordinary shares in the capital of the Company, including the right
to receive all dividends and other distributions declared, made or
paid on or in respect of such shares by reference to a record date
falling after their issue.
The Placing is conditional, among other things, upon Admission
becoming effective. The Placing is also conditional upon the
placing agreement between the Company and the Bookrunners not being
terminated.
Admission
Applications have been made for the Placing Shares to be
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority and to be admitted to trading on the
main market for listed securities of the London Stock Exchange plc
(together, "Admission"). Admission is expected to take place at
8.00 a.m. on 8 February 2018.
Smaller related party transactions
The Company believes that The London and Amsterdam Trust Company
Limited, The Capital Group Companies, Inc. together with certain
client and fund accounts in respect of which affiliates of The
Capital Group Companies, Inc. act as discretionary investment
adviser (collectively, "Capital Group") and Apple III Limited each
currently hold or have in the last twelve months held 10% or more
of the ordinary share capital of the Company. For the purposes of
UK Listing Rule 11 the Company therefore believes that they are, or
may be, classified as related parties of the Company.
Pursuant to the Placing, The London and Amsterdam Trust Company
Limited have been placed 6,200,000 shares raising gross proceeds of
GBP28,210,000, Capital Group have been placed 5,800,000 shares
raising gross proceeds of GBP26,390,000 and Apple III Limited have
been placed 3,400,000 shares raising gross proceeds of
GBP15,470,000. The above transactions are classified as smaller
related party transactions under LR 11.1.10R and are disclosed in
accordance with LR11.1.10R
Total voting rights
Following Admission, the total number of shares of the Company
in issue will be 662,924,706. Ocado currently holds no shares as
treasury shares and therefore, following Admission, the total
number of voting shares in the Company will be 662,924,706.
The total voting rights figure of 662,924,706 ordinary shares
may be used by shareholders and others with notification
obligations as the denominator for the calculations by which they
will determine whether they are required to notify their interest
in, or a change to their interest in, Ocado under the FCA's
Disclosure Guidance and Transparency Rules.
For further information please contact:
Ocado
Tim Steiner, Chief Executive Officer, on 01707 228 000
Duncan Tatton-Brown, Chief Financial Officer, on 01707 228
000
David Shriver, Director of Communications, on 01707 228 000
Michelle Clarke / Susanna Voyle, Tulchan Communications on 020
7353 4200
Goldman Sachs International
Phil Raper / Richard Cormack / Jimmy Bastock
020 7774 1000
Numis Securities Limited
Alex Ham / Oliver Cardigan / Oliver Cox
020 7260 1000
Person responsible for arranging the release of this
announcement:
Neill Abrams
Group General Counsel & Company Secretary
Ocado Group plc
Buildings One & Two Trident Place
Mosquito Way
Hatfield
Hertfordshire
AL10 9UL
Fax: +44 (0)1707 227997
email: company.secretary@ocado.com
Ocado Group plc LEI: 213800LO8F61YB8MBC74
This announcement (the "Announcement") and the information
contained in it is not for publication, release or distribution, in
whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, Japan or South Africa or any other state
or jurisdiction in which publication, release or distribution would
be unlawful. This Announcement is for information purposes only and
does not constitute an offer to sell or issue, or the solicitation
of an offer to buy, acquire or subscribe for shares in the capital
of the Company in the United States, Australia, Canada, Japan, or
South Africa or any other state or jurisdiction in which such offer
or solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions. The Placing Shares have not
been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold or transferred, 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 any applicable securities laws of any state or other
jurisdiction of the United States. Subject to certain limited
exceptions, the Placing Shares are being offered and sold outside
the United States in accordance with Regulation S under the
Securities Act.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the
Prospectus Directive (as defined below) from the requirement to
produce a prospectus. This Announcement is being distributed to
persons in the United Kingdom only in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive (as defined
below)) to be published. This Announcement and the terms and
conditions set out herein are for information purposes only and are
directed only at persons who are: (a) persons in Member States of
the European Economic Area who are qualified investors (within the
meaning of article 2(1)(e) of the EU Prospectus Directive (which
means Directive 2003/71/EC as amended, and includes the 2010 PD
Amending Directive (Directive 2010/73/EU) to the extent implemented
in the relevant Member State) (the "Prospectus Directive")
("Qualified Investors"); and (b) in the United Kingdom, Qualified
Investors who are persons who (i) have professional experience in
matters relating to investments falling within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) are persons falling within article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it
may otherwise be lawfully communicated; (all such persons together
being referred to as "relevant persons"). This Announcement and the
terms and conditions set out herein must not be acted on or relied
on by persons who are not relevant persons. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this
Announcement and the terms and conditions set out herein relates is
available only to relevant persons and will be engaged in only with
relevant persons.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Bookrunners, or by any of their affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Goldman Sachs is authorised and regulated in the United Kingdom
by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority (the "FCA"). Numis is authorised and
regulated in the United Kingdom by the FCA. Each of Goldman Sachs
and Numis is acting solely for the Company and no one else in
connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement. Apart
from the responsibilities and liabilities, if any, which may be
imposed on Goldman Sachs and/or Numis by FSMA or by the regulatory
regime established under it, neither Goldman Sachs nor Numis nor
any of their respective affiliates accepts any responsibility
whatsoever for the contents of the information contained in this
Announcement or for any other statement made or purported to be
made by or on behalf of Goldman Sachs and/or Numis or any of their
respective affiliates in connection with the Company, the Placing
Shares or the Placing. Goldman Sachs and/or Numis and each of their
respective affiliates accordingly disclaim all and any
responsibility and liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and
no representation or warranty, express or implied, is made by
Goldman Sachs and/or Numis or any of their respective affiliates as
to the accuracy, completeness or sufficiency of the information
contained in this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Goldman Sachs and/or Numis
that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company,
Goldman Sachs and Numis to inform themselves about, and to observe,
such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in
this Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company, Goldman Sachs and Numis do
not assume any responsibility or obligation to update publicly or
review any of the forward-looking statements contained in it and
nor do they intend to. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement. No statement in this Announcement is or is intended
to be a profit forecast or profit estimate or to imply that the
earnings of the Company for the current or future financial years
will necessarily match or exceed the historical or published
earnings of the Company. As a result of these risks, uncertainties
and assumptions, the recipient should not place undue reliance on
these forward-looking statements as a prediction of actual results
or otherwise.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by either of Goldman Sachs or Numis.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Goldman Sachs and Numis will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROISSLFIMFASEIE
(END) Dow Jones Newswires
February 06, 2018 10:56 ET (15:56 GMT)
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