Ocado Group PLC - Tender Offer 2024 (XS) - Launch

OCADO GROUP PLC ANNOUNCES INVITATIONS TO HOLDERS TO TENDER CERTAIN NOTES FOR PURCHASE IN CASH - XS2090948279 - XS2393761692

29 JULY 2024

Full announcement including disclaimers and offer restrictions available via Euronext

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."

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Summary of the Offers

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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."

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