Ocado Group PLC has successfully priced the offering of 250 million of guaranteed senior unsecured convertible bonds due 2029. The company also announced its intention to offer 350 million in aggregate principal amount of sterling-denominated senior unsecured notes due 2029, with the aim of raising total gross proceeds of 600 million. The Bonds will be issued at par and will carry a coupon of 6.25% per annum payable semi-annually in arrear in equal installments on 6 February and 6 August of each year, commencing on 6 February 2025.

The Bonds will be convertible into ordinary shares of 2 pence each in the capital of the Company. The initial conversion price shall be 6.105, representing a premium of 50% above the Clearing Price determined through the simultaneous placement of existing Ordinary Shares conducted alongside the Convertible Bond Offering. The Company has also been advised that the Delta Placement announced was completed in respect of 11.3 million existing Ordinary Shares, at a price of 4.07 per share.

Settlement and delivery of the Bonds are expected to take place on or about 6 August 2024. If not previously converted, redeemed, or purchased and canceled, the Bonds will be redeemed at par on 6 August 2029. Application is intended to be made for the Bonds to be admitted to trading on the unregulated open market of the Frankfurt Stock Exchange after the Closing Date but prior to the first interest payment date.

In the context of the Convertible Bond Offering, the Company has agreed to a lock-up relating to equity and equity-related securities for a period commencing on the date hereof and ending 90 calendar days following the Closing Date, subject to certain exceptions. Barclays Bank PLC, BNP PARIBAS, and Goldman Sachs International acted as Joint Global Coordinators, and the Joint Bookrunners in respect of the Convertible Bond Offering. Lazard & Co., Limited is acting as an independent financial adviser to Ocado Group plc in relation to the Offerings.

This announcement contains inside information and should be read in its entirety. For further information on the Announcement, please contact Ocado Group plc.