Cazoo Announces All Resolutions Approved at Extraordinary General Meeting

Cazoo Group Ltd (NYSE: CZOO) (“Cazoo” or “the Company”), the UK online used car retailer, which makes buying and selling a car as simple as ordering any other product online, announces that, following its Extraordinary General Meeting (“EGM”), held today at 3:00 p.m. GMT, all resolutions submitted for shareholder approval were overwhelmingly approved. The final results of the voting at the EGM will be available shortly at Cazoo’s Investor Relations site, investors.cazoo.co.uk.

Alex Chesterman, Founder & Executive Chairman of Cazoo, commented, “Shareholder approval for the Transactions at today’s EGM, together with consent received previously from 100% of holders of our Convertible Notes, signals strong ongoing support for Cazoo’s business model and strategy. The Transactions will significantly reduce Cazoo’s indebtedness from $630 million to $200 million and enhance our financial flexibility. We can now leverage the meaningful progress delivered since the beginning of the year to achieve better unit economics and lower costs. An improved capital structure is expected to support further growth along with facilitating progress on various strategic options. We expect the Transactions to complete within the next few weeks.”

The EGM was called to approve a series of transactions (the “Transactions”) aimed at improving the Company’s capital structure, decreasing the total amount of outstanding indebtedness and creating a platform for future profitability. In accordance with the transaction support agreement (the “Transaction Support Agreement”), dated as of September 20, 2023, as amended, by and among the Company, the holders of the Company’s 2.00% convertible senior notes due 2027 (the “Convertible Notes”), and certain holders of our Class A ordinary shares, par value $0.002 per share (the “Class A ordinary shares”) who hold more than 33% of the Company’s outstanding Class A ordinary shares, the Transactions consist of: (a) the exchange of the Convertible Notes for $200 million aggregate principal amount of our senior secured notes due 2027 and Class A ordinary shares that will represent 92% of our outstanding Class A ordinary shares immediately after giving effect to the exchange offer (such exchange for the Convertible Notes, the “Exchange Offer”), (b) the issuance of three tranches of warrants to the existing holders of all of our outstanding Class A ordinary shares, and (c) the replacement of our board of directors with a new seven-person board of directors on or after the closing date of the Transactions.