Cazoo Announces Completion of Debt Restructuring and Related Transactions on December 6, 2023 - Seite 2

Reverse Stock Split and Increase in Share Capital

After giving effect to a 1-for-100 reverse stock split (the “Reverse Stock Split”) and the share increase, Cazoo’s authorized share capital is US$22,105,000, divided into 100,000,000 Class A ordinary shares with a par value of US$0.20 each, 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 10,000,000 preference shares with a par value of US$0.20 each. The Reverse Stock Split and increase in share capital became effective at 4:05 p.m. (ET) on December 5, 2023, and the Class A ordinary shares began trading on a split-adjusted basis when the New York Stock Exchange (the “NYSE”) opened for trading on December 6, 2023.

New Warrants

The contemplated distribution of three tranches of warrants to purchase Cazoo’s Class A ordinary shares (the “New Warrants”) will be made to holders of record of Cazoo’s Class A ordinary shares (the “Warrant Distribution”) as of the close of business on December 7, 2023, after giving effect to the Reverse Stock Split and other than to holders receiving Class A ordinary shares in the Exchange Offer.

The last day a shareholder could purchase the Class A ordinary shares, subject to the standard two-day settlement cycle, and be entitled to the Warrant Distribution was December 5, 2023. Shareholders that sell their Class A ordinary shares beginning December 6, 2023 and prior to the close of business on December 7, 2023 subject to the standard two-day settlement cycle will be eligible to participate in the Warrant Distribution. The Class A ordinary shares began to trade on an ex-dividend basis at the open of trading on December 6, 2023. Shareholders entitled to participate in the Warrant Distribution will receive, in respect of each Class A ordinary share held as of the record date, approximately (i) 1.0870 Tranche 1 Warrants, (ii) 1.1905 Tranche 2 Warrants and (iii) 1.3158 Tranche 3 Warrants. The payment date for the Warrant Distribution is expected to be on or around December 14, 2023. More information about the New Warrants is included in Cazoo’s related registration statement on Form F-1, which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 16, 2023.