Ocado Retail29 Nov 2021 07:59
I posted this on the Ocado board over the weekend after a point raised by Neil.
After the speculation promoted by Deutsche Bank that M&S were considering buying the other 50% of Ocado Retail, I checked back on the prospectus issued when M&S made their purchase in May 2019.
The prospectus clears up the issue and states that both parties cannot sell their remaining 50% holdings until May 2024 at the earliest.
Therefore, I guess, although M&S could buy the other 50% they are under no pressure to do so until probably just before the deadline in May 2024?
"Subject to certain limited and customary exceptions, neither OHL nor M&S Holdings will be
permitted to transfer its shares in Ocado Retail prior to the fifth anniversary of the date of the
Shareholders’ Agreement. Following the expiry of such period, either of OHL or M&S Holdings
may decide to exit from Ocado Retail by following the procedures set out in the Shareholders’
Agreement, which involve, among other things: (i) selling all of its shares in Ocado Retail to the
other; or (ii) if the other shareholder is unable to agree upon a valuation of its shares,
implementing an initial public offering or a demerger of its shares (but not in respect of the
shares of the other shareholder, unless that shareholder so wishes). There are no
circumstances in which either OHL or M&S Holdings may decide to exit from Ocado Retail by
selling to a third party without the agreement of the other; and
• from the tenth anniversary of Completion, either OHL or M&S Holdings will be permitted to
trigger an initial public offering of Ocado Retail (or a new holding company of Ocado Retail)
which both of them would be required to support and facilitate, and in which both of them
would be required to dispose of an equal proportion of their shares in Ocado Retail so as to
ensure a public markets “free float” of between 30 and 50 per cent. on such initial public
offering becoming effective."
http://tools.morningstar.co.uk/tsweu6nqxu/globaldocuments/document/documentHandler.ashx?DocumentId=219719557
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