Cazoo (CZOO) Announces Reverse Stock Split and Increase in Authorized Share Capital

Cazoo Group Ltd (NYSE: CZOO) (“Cazoo,” the “Company,” “we,” “us” or “our”), the UK’s leading online car retailer, which makes buying and selling a car as simple as ordering any other product online, announced today that its Board of Directors has approved a consolidation of the Company’s issued and unissued share capital, par value $0.0001 per share, at a ratio of 1-for-20 (the “reverse stock split”), as well as an increase in share capital (the “share increase”). After giving effect to the reverse stock split and the share increase the Company’s authorized share capital will be US$435,500, divided into 165,000,000 Class A ordinary shares of a par value of US$0.002 each (the “Class A Shares”), 2,500,000 Class B ordinary shares of a par value of US$0.002 each, 50,000,000 Class C ordinary shares of a par value of US$0.002 each and 250,000 preference shares of a par value of US$0.002 each. The reverse stock split and share increase will be effective at 4:05 p.m. (ET) on February 8, 2023 and the Class A Shares will begin trading on a split-adjusted basis when the New York Stock Exchange (the “NYSE”) opens for trading on Thursday, February 9, 2023. The Class A Shares will continue to trade on the NYSE under the trading symbol “CZOO”, but will trade under the following new CUSIP number starting February 9, 2023: G2007L 204. The reverse stock split and the share increase were approved by Cazoo’s shareholders at the extraordinary general meeting of shareholders held on February 7, 2023 with over 95% approval for all proposals.

As a result of the reverse stock split, every 20 Class A ordinary shares issued and outstanding as of the effective date will be automatically combined into one Class A Share. Our outstanding warrants, convertible notes and equity-based awards will be proportionately adjusted. No fractional shares will be issued as a result of the reverse stock split. Instead, the Company’s transfer agent will aggregate all fractional shares and sell them as soon as practicable after the effective time at the then-prevailing prices on the open market, on behalf of those shareholders who would otherwise be entitled to receive a fractional share as a result of the reverse stock split. We expect that the transfer agent will conduct the sale in an orderly fashion at a reasonable pace and that it may take several days to sell all of the aggregated fractional shares. After the transfer agent’s completion of such sale, shareholders who would have been entitled to a fractional share will instead receive a cash payment from the transfer agent in an amount equal to their respective pro rata portion of the total proceeds of that sale net of any brokerage costs incurred by the transfer agent to sell such shares. The reverse stock split will affect all holders of Class A ordinary shares uniformly and will not affect any shareholder’s percentage ownership interest in the Company, except as a result of the treatment of fractional shares.

As a result of the reverse stock split, the number of Class A Shares issuable upon exercise of the Company’s (i) 21,129,818 private warrants (the “private warrants”) and (ii) 20,124,748 public warrants (the “public warrants” and, together with the private warrants, the “warrants”) will be reduced at a ratio of 1-for-20, so that each warrant will entitle a holder to purchase one twentieth (1/20th) of a Class A Share. The exercise price of each warrant will increase from $11.50 per share to $230.00 per share.

In addition, as a result of the reverse stock split, the number of Class A shares issuable upon conversion of the Company’s 2.00% Convertible Senior Notes due 2027 (the “convertible notes”) will be reduced at a ratio of 1-for-20. Pursuant to and in accordance with the terms of the indenture governing the convertible notes, effective immediately after the opening of business on February 9, 2023, the conversion rate of the convertible notes will be reduced from 200 class A ordinary shares per $1,000 principal amount of convertible notes to 10 Class A Shares per $1,000 principal amount of convertible notes.

Additional information concerning the reverse stock split can be found in Cazoo’s Notice of Extraordinary General Meeting of Shareholders and Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on January 20, 2023.

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