Cazoo Announces Reverse Stock Split and Increase in Authorized Share Capital

Cazoo Group Ltd (NYSE: CZOO) (“Cazoo,” the “Company,” “we,” “us” or “our”), the UK 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 US$0.002 per share, at a ratio of 1-for-100 (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$22,105,000, divided into 100,000,000 Class A ordinary shares with a par value of US$0.20 each (the “Class A Shares”), 25,000 Class B ordinary shares with a par value of US$0.20 each, 500,000 Class C ordinary shares with a par value of US$0.20 each and 100,000,000 preference shares with a par value of US$0.20 each. The reverse stock split and share increase will be effective at 4:05 p.m. (ET) on December 5, 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 Wednesday, December 6, 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 December 6, 2023: G2007L 121. The reverse stock split and the share increase were approved by Cazoo’s shareholders at the extraordinary general meeting of shareholders held on November 21, 2023 with over 97% approval.

As a result of the reverse stock split, every 100 Class A ordinary shares issued and outstanding as of the effective date will be automatically combined into one Class A Share. Our outstanding warrants 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 weeks to sell all of the aggregated fractional shares and complete the distribution of the cash-in-lieu payments. 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.