TIDMOCDO
RNS Number : 5899P
Ocado Group PLC
10 June 2020
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
10 June 2020
OCADO GROUP PLC
Retail Offer via PrimaryBid.com
Retail Offer
Ocado Group plc ("Ocado" 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 both a
non-pre-emptive placing of new ordinary shares (the "Placing
Shares") in the capital of the Company (the "Placing") through an
accelerated bookbuilding process (the "Bookbuilding Process") and
an issue of guaranteed senior unsecured convertible bonds due in
2027 (the "Bonds"). The price at which the Placing Shares are to be
placed (the "Placing Price") will be determined at the close of the
Bookbuilding Process. The final terms of the Bonds are expected to
be announced later today.
The issue price for the Retail 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 values its retail investor base
and wants to give those shareholders an opportunity to participate
in 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 the issue of the Bonds
is in the best interest of shareholders, as well as wider
stakeholders in Ocado.
The net proceeds of the Retail Offer will provide Ocado with the
financial flexibility to move quickly and to capitalise on the full
opportunity set over the medium term.
Details of the Retail Offer
Members of the public in the UK may participate in the Retail
Offer by applying exclusively through the www.PrimaryBid.com
platform and 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 is now open to retail investors. The Retail
Offer will close at the same time as the Bookbuilding Process is
completed. The Retail Offer may close early if it is
oversubscribed.
Subscriptions under the Retail Offer will be considered by the
Company on a "first come, first served" basis (with preference to
be given to the Company's existing retail investors), subject to
conditions which are available to view on PrimaryBid.com. The
Company, in consultation with PrimaryBid, reserves the right to
scale back any order at its discretion.
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 EUR8 million, as is legally required (equivalent to
approximately GBP7.1m at the exchange rate of 9 June 2020).
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 15 June 2020. The Retail Offer
is conditional upon Admission becoming effective and on the placing
agreement (for the purpose of the Placing) and subscription
agreement (for the purpose of the issue of the Bonds) 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. 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.com.
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 plcInvestors Duncan Tatton-Brown, Chief Financial Tel: 01707 228 000
Officer
Press Tel: 01707 228 000
David Shriver, Director of Communications
Website www.ocadogroup.com
PrimaryBid Limited
James Deal +44 (0)20 3026 4750
Kieran D'Silva
Tulchan Communications
Martin Robinson +44 20 7353 4200
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,
the information provided in the "Important Notices" section of this
Announcement should be read and understood.
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 INTED 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 or visit www.rns.com.
END
OUPEAKKEFFPEEFA
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June 10, 2020 12:23 ET (16:23 GMT)
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