Ocado Group PLC has announced an invitation to holders of its 0.875% Guaranteed Senior Unsecured Convertible Bonds due 2025 and 3.875% Guaranteed Senior Unsecured Notes due 2026 to tender these notes for purchase in cash. The company has launched this invitation subject to certain conditions and terms outlined in the Tender Offer Memorandum. The Issuer reserves the right to waive any conditions to the Offers at its discretion.

The Issuer proposes to accept Notes for purchase with an aggregate Purchase Consideration not to exceed a stated 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. The Issuer intends to accept validly tendered Notes in a specific order of priority, subject to its sole and absolute discretion.

The order of priority for accepting validly tendered Notes includes First Priority of Acceptance, Second Priority Level, and Third Priority Level, each with specific conditions and aggregate Purchase Consideration amounts. The Issuer also retains the right to adjust the Maximum Spend Amount and scale the acceptance amounts as required.

This announcement is not for release, publication, or distribution in the United States or to any U.S. person. It is important to note that this announcement relates to the disclosure of information that qualified or may have qualified as inside information within the meaning of the Market Abuse Regulation.