NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by Ocado Group plc (the "Company" or "Ocado") on 6 July 2010 in connection with the admission of its Ordinary Shares to the premium listing segment of the Official List of the UK Listing Authority ("Official List") and to trading on the main market for listed securities of the London Stock Exchange and the supplementary prospectus to be published in due course which is supplemental to and should be read in conjunction with the Prospectus (the "Supplementary Prospectus"). For the duration of the Offers the Prospectus (and, when published, the Supplementary Prospectus) will be available from the registered office of the Company and in electronic form at www.ocado.com, subject to certain access restrictions applicable to persons resident outside the UK.
This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, Japan or other excluded territories. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or other excluded territories. The securities of Ocado have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan.
FOR IMMEDIATE RELEASE 20 July 2010
Announcement of revised price range and publication of supplementary prospectus
Ocado Group plc
Ocado Group plc (the "Company") is lowering the anticipated range in which it expects to set the Offer Price in respect of its initial public offering of Ordinary Shares. The Revised Price Range will be 180p to 200p per Ordinary Share, and, following approval by the UKLA, the Company shall publish the Supplementary Prospectus in due course to reflect this. Full details of the effect of the Revised Price Range on the Offers will be set out in the Supplementary Prospectus.
The Supplementary Prospectus is supplemental to and must be read in conjunction with the Prospectus. For the duration of the Offers the Supplementary Prospectus (when published) and the Prospectus will be available, free of charge, from the registered office of the Company at Titan Court, 3 Bishops Square, Hatfield Business Park, Hatfield, Hertfordshire AL10 9NE, the offices of Goldman Sachs International, J.P. Morgan Securities Ltd. and UBS Limited and in electronic form at www.ocado.com, subject to certain access restrictions applicable to persons resident outside the UK.
Goldman Sachs International, J.P. Morgan Cazenove and UBS Limited are acting as Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners. Barclays Capital and HSBC Bank plc are acting as Co-Bookrunners and Jefferies International Limited, Lloyds TSB Corporate Markets and Numis Securities Limited are acting as Co-Lead Managers.
+44 (0)1707 228 000
Tim Steiner, Chief Executive Officer
Andrew Bracey, Chief Financial Officer
Neill Abrams, Director of Legal and Business Affairs
Jason Gissing, Director of People, Culture and Communications
Goldman Sachs International
+44 (0)20 7774 1000
J.P. Morgan Cazenove
+44 (0)20 7588 2828
+44 (0)20 7567 8000
+44 (0)20 7404 5959 / firstname.lastname@example.org
Capitalised terms used in this announcement have the meanings given to them in the Prospectus and Supplementary Prospectus.
* * *
The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by Goldman Sachs International, J.P. Morgan Securities Ltd. (which operates its investment banking business in the UK under the name J.P. Morgan Cazenove) and UBS Limited (which operates its investment banking business in the UK under the name UBS Limited or UBS Investment Bank) solely for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended).
* * *
Neither this announcement nor any copy of it may be made or transmitted into the United States, its territories or possessions or distributed, directly or indirectly, in the United States, its territories or possessions. Neither this announcement nor any copy of it may be taken or transmitted into Australia, Canada or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities laws. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. The securities referred to herein have not been registered under the applicable securities laws of the United States, Canada, Australia or Japan and, subject to certain exceptions, may not be offered or sold within the United States, Canada, Australia or Japan or to any national, resident or citizen of the United States, Canada, Australia or Japan.
In particular, this announcement and the information contained herein are not for distribution (directly or indirectly) in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States") or other excluded territories. This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities of Ocado Group plc have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.
* * *
This announcement does not constitute a recommendation concerning the Offers. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offers cannot be relied upon as a guide to future performance. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage.
Goldman Sachs International, J.P. Morgan Cazenove, Barclays Bank PLC, HSBC Bank plc, Jefferies International Limited, Lloyds TSB Bank plc and Numis Securities Limited, each of which is authorised and regulated in the United Kingdom by the Financial Services Authority, and UBS Limited (together, the "Banks") are acting exclusively for the Company and no-one else in connection with the Offers. They will not regard any other person as their respective client in relation to the Offers and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offers, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offers, any of the Banks or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offers or otherwise. Accordingly, references in the Prospectus to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the Banks, or any of their respective affiliates acting as investors for their own accounts. None of the Banks intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Banks or any of their respective affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Certain of the Banks have certain interests in the Company described more fully in the Prospectus and the Supplementary Prospectus.
* * *
In connection with the Offers, the Stabilising Manager (or any of its agents), may (but will be under no obligation to), to the extent permitted by law and for stabilisation purposes, effect transactions (on any securities market, over-the-counter market, stock exchange or otherwise) with a view to supporting the market price of the Ordinary Shares at a level higher than that which might otherwise prevail in the open market.
The Stabilising Manager has entered into the Over-allotment Option with UBS Holdings Cayman Limited pursuant to which it may purchase or nominate purchasers for Ordinary Shares (the "Over-allotment Shares") at the Offer Price representing up to a maximum of approximately 18.1 million Ordinary Shares or 8.6 per cent. of the number of Ordinary Shares comprised in the Offers (assuming there is no exercise of the Over-allotment Option), for the purposes of redelivering equivalent securities under the Stock Lending Agreement, to the extent that it is unable to do so using Ordinary Shares acquired by it for the purposes of stabilisation. The Over-allotment Option may be exercised in whole or in part upon notice by the Stabilising Manager, at any time during the period beginning on the commencement of conditional dealings and ending 30 days thereafter. The Over-allotment Shares made available pursuant to the Over-allotment Option will be sold at the Offer Price on the same terms and conditions as, and will rank pari passu with, the Ordinary Shares, including for all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission and will form a single class for all purposes with the Ordinary Shares.
In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Offer Price. Save as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments and/or stabilisation transactions under the Offers.