| 2024-05-21 |
复牌提示：
2024-05-21 08:32:40 停牌，复牌日期 2024-05-21 16:44:00
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| 2023-12-21 |
详情>>
股本变动：
变动后总股本489.10万股
变动原因 ▼▲
- 原因：
- Cazoo Group Ltd announced 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”).
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| 2023-12-06 |
详情>>
拆分方案：
每100.0000合并分成1.0000股
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| 2023-11-06 |
股东大会：
将于2023-11-21召开股东大会
会议内容 ▼▲
- 1.The Transactions Proposal. As a special resolution, to approve the following transactions (such proposal, the “Transactions Proposal”):(a)Exchange Offer. The exchange of the Convertible Notes for (x) $200 million aggregate principal amount of our 4%/2% cash/payment-in-kind (“PIK”) toggle senior secured notes due February 16, 2027 issued pursuant to an indenture (the “New Notes Indenture”) guaranteed by all of the Company’s existing subsidiaries in the United Kingdom (subject to customary exceptions and limitations) and, subject to a materiality threshold and guarantor coverage test, will be guaranteed by other subsidiaries of the Company, and secured by a fixed charge over the shares in each such guarantor, the bank accounts (subject to customary exceptions) of such guarantors and an assignment of all intragroup receivables owing to such guarantors, as well as a floating charge over certain assets of such guarantors (subject to customary exclusions and limitations, including agreed security principles), and (y) the New Shares consisting of newly issued Class A ordinary shares such that immediately following consummation of the Transactions the holders of the Convertible Notes will hold 92% of the Company’s outstanding Class A ordinary shares (subject to dilution by the Existing Warrants (as defined in the Proxy Statement), the New Warrants and the MIP (as defined in the Proxy Statement), including the provision of customary registration rights).(b)New Warrants. The issuance of three tranches of New Warrants (the “New Tranche 1 Warrants,” the “New Tranche 2 Warrants” and the “New Tranche 3 Warrants”) to the Company’s Existing Shareholders, with each such tranche exercisable in the future for additional Class A ordinary shares of Cazoo outstanding upon the achievement of certain equity valuation hurdles, outlined below:(Ⅰ)New Tranche 1 Warrants represent the right for Existing Shareholders to acquire (in the aggregate) 8% of the sum of (x) the Class A ordinary shares outstanding on the Closing Date and (y) the Class A ordinary shares issued or issuable pursuant to the New Tranche 1 Warrants. The New Tranche 1 Warrants will become exercisable if the Company’s equity value reaches $525 million. Based on the number of Class A ordinary shares outstanding at September 22, 2023, the New Tranche 1 Warrants would initially be exercisable for 422,098 Class A ordinary shares at an exercise price of $99.50. If the Company’s equity value reaches $1.025 billion or $1.5 billion, to the extent the New Tranche 1 Warrants have not yet been exercised, the number of Class A ordinary shares issuable upon exercise of the New Tranche 1 Warrants will increase and the exercise price will decrease. The New Tranche 1 Warrants will permit cashless exercise at any time such New Tranche 1 Warrants are exercisable and will expire five years after issuance.(Ⅱ)
New Tranche 2 Warrants represent the right for Existing Shareholders to acquire (in the aggregate) 8% of the sum of (x) the Class A ordinary shares outstanding on the Closing Date and (y) the Class A ordinary shares issued or issuable pursuant to the New Tranche 1 Warrants and the New Tranche 2 Warrants. The New Tranche 2 Warrants will become exercisable if the Company’s equity value reaches $1.025 billion. Based on the number of Class A ordinary shares outstanding at September 22, 2023, the New Tranche 2 Warrants would initially be exercisable for 462,298 Class A ordinary shares at an exercise price of $177.37. If the Company’s equity value reaches $1.5 billion, to the extent the New Tranche 2 Warrants have not yet been exercised, the number of Class A ordinary shares issuable upon exercise of the New Tranche 2 Warrants will increase and the exercise price will decrease. The New Tranche 2 Warrants will permit cashless exercise at any time such New Tranche 2 Warrants are exercisable and will expire five years after issuance.（Ⅲ）New Tranche 3 Warrants represent the right for Existing Shareholders to acquire (in the aggregate) 8% of the sum of (x) the Class A ordinary shares outstanding on the Closing Date and (y) the Class A ordinary shares issued or issuable pursuant to the New Tranche 1 Warrants, the New Tranche 2 Warrants and the New Tranche 3 Warrants. The New Tranche 3 Warrants will become exercisable if the Company’s equity value reaches $1.5 billion. Based on the number of Class A ordinary shares outstanding at September 22, 2023, the New Tranche 3 Warrants will be exercisable for 510,961 Class A ordinary shares at an exercise price of $234.85. The New Tranche 3 Warrants will permit cashless exercise at any time such New Tranche 3 Warrants are exercisable and will expire five years after issuance.(c)New Board. The replacement of the existing Board with the New Board consisting of seven members on or after the Closing Date, with six members chosen by the holders of the Convertible Notes and one member chosen by the current Board.(d)Transaction Support Agreement. The Company’s shareholders are being asked to approve the Transaction Support Agreement and the transactions contemplated thereby, including the Exchange Offer, the issuance of the New Warrants and the replacement of the Board with the New Board.
2.Reverse Stock Split Proposal. As an ordinary resolution, that every 100 shares with a par value of US$0.002 each in the Company’s issued and unissued share capital be consolidated into one (1) share (each, a “Consolidated Share”) with a par value of US$0.20, so that immediately following the Reverse Stock Split, the authorized share capital of the Company shall be US$435,500 divided into 1,650,000 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 2,500 preference shares with a par value of US$0.20 each, effective upon further approval by the Board to implement the Reverse Stock Split at its discretion (the “Reverse Stock Split Proposal”).
3.Share Increase Proposal. As an ordinary resolution, that immediately following the Reverse Stock Split becoming effective, the authorized share capital of the Company be increased as described below (the “Share Increase Proposal”):(a)FROM: US$435,500 divided into 1,650,000 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 2,500 preference shares with a par value of US$0.20 each.(b)TO: 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.effective upon further approval by the Board to implement the Share Increase at its discretion.
4.Articles Amendment Proposal. As a special resolution, that the Articles be amended as follows (the “Articles Amendment Proposal”):(a)by providing for the new defined term “Board Nominee,” which shall mean the director nominated by the current Board prior to the Closing Date, such director’s designee, and any subsequent designee of the person then serving in such director’s place during the term for which such director is serving (amended Article 1.1);(b)by providing that general meetings of shareholders may be called by (1) the board, (2) the chairperson of the board or (3) the holder or holders of Class A ordinary shares representing a majority of the then outstanding Class A ordinary shares, and that a general meeting so called by members shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by the board or the chairperson of the board (amended Article 24.3);(c)by providing that a director may be removed from office for cause by (1) special resolution of the Company or (2) vote or written notice or direction signed by the other directors numbering at least a majority of the then appointed directors (amended Article 31.5); (d)
by providing that notwithstanding any other provision contained in the Articles, the holder or holders of Class A ordinary shares representing a majority of the then outstanding Class A ordinary shares shall by vote or written consent or direction be entitled to remove any director and to appoint any person to fill any director positions that remain unfilled by like means (and the holder(s) representing a majority of such then outstanding Class A ordinary shares may override the action of the directors to fill any vacancy); provided that, the Board Nominee may not be removed without cause prior to the third annual general meeting of the Company following the Closing Date. Where a director is appointed pursuant to this provision, and at such time the board is divided into classes, such appointment may also assign the new director to Class I, Class II or Class III, failing which, the board is authorised to assign new directors to such classes (new Article 31.6).The full text of the special resolution to be approved at the Extraordinary General Meeting to implement the Articles Amendment Proposal is set out in the Proxy Statement.
5.Adjournment Proposal. As an ordinary resolution, the adjournment of the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if Cazoo is unable to consummate the Transactions due to not obtaining the Shareholder Approval (the “Adjournment Proposal”).
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| 2023-10-25 |
财报披露：
美东时间 2023-10-25 盘前发布财报
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| 2023-08-15 |
详情>>
业绩披露：
2023年中报每股收益-3.9英镑,归母净利润-1.5亿英镑,同比去年增长37.72%
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| 2023-05-19 |
股东大会：
将于2023-06-20召开股东大会
会议内容 ▼▲
- 1.As an ordinary resolution to elect each of Paul Woolf and Duncan Tatton-Brown for a term of approximately three years as a Class II director of the Company, until the Company’s 2026 annual general meeting of shareholders and until their respective successors are duly elected and qualified.
2.As an ordinary resolution to approve the re-appointment of Ernst & Young LLP, as the Company’s independent registered auditors for the year ending December 31, 2023 and until the Company’s 2024 annual general meeting of shareholders, and to authorize the Board to fix such auditor’s annual compensation.
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| 2023-03-30 |
详情>>
业绩披露：
2022年年报每股收益-18.48英镑,归母净利润-7.04亿英镑,同比去年增长-29.51%
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| 2023-02-09 |
详情>>
拆分方案：
每20.0000合并分成1.0000股
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| 2023-01-20 |
股东大会：
将于2023-02-07召开股东大会
会议内容 ▼▲
- 1.Approve, as an ordinary resolution, that every 20 shares with a par value of US$0.0001 each in the Company’s issued and unissued share capital be consolidated into one (1) share (each, a “Consolidated Share”) with a par value of US$0.002 (the “Reverse Stock Split”), so that immediately following the Reverse Stock Split, the authorized share capital of the Company shall be US$325,500 divided into 110,000,000 Class A ordinary shares of a par value of US$0.002 each, 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, effective upon further approval by the board of directors of the Company (the “Board”) to implement the Reverse Stock Split at its discretion (the “Reverse Stock Split Proposal”).
2.Approve, as an ordinary resolution that, immediately following the Reverse Stock Split becoming effective, the authorized share capital of the Company be increased:a.FROM:US$325,500 divided into 110,000,000 Class A ordinary shares of a par value of US$0.002 each, 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,b.TO:US$435,500 divided into 165,000,000 Class A ordinary shares of a par value of US$0.002 each, 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 “Share Increase”),effective upon approval by the Board to implement the Share Increase at its discretion (the “Share Increase Proposal”).
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| 2022-09-29 |
详情>>
业绩披露：
2022年中报每股收益-0.32英镑,归母净利润-2.41亿英镑,同比去年增长-136.46%
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| 2022-06-13 |
股东大会：
将于2022-06-29召开股东大会
会议内容 ▼▲
- 1.To resolve as an ordinary resolution that the authorised share capital of the Company be increased:
a.FROM: US$215,500 divided into 1,100,000,000 Class A ordinary shares of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each, 1,000,000,000 Class C ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each,
b.TO: US$325,500 divided into 2,200,000,000 Class A ordinary shares of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each, 1,000,000,000 Class C ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each.
2.As an ordinary resolution to elect each of Alex Chesterman, David Hobbs and Moni Mannings, for a term of approximately three years as a Class I director of the Company, until the Company’s annual general meeting of shareholders to be held in 2025 and until his or her respective successor is duly elected and qualified.
3.As an ordinary resolution to approve the re-appointment of Ernst & Young LLP, as the Company’s independent registered auditors for the year ending 31 December 2022 and until the Company’s 2023 annual general meeting of shareholders, and to authorise the Board to fix such auditor’s annual compensation.
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| 2022-05-05 |
详情>>
业绩披露：
2021年年报每股收益-0.81英镑,归母净利润-5.44亿英镑,同比去年增长-127096.71%
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| 2021-09-30 |
详情>>
业绩披露：
2021年中报每股收益-0.67英镑,归母净利润-1.02亿英镑,同比去年增长-231.9%
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| 2021-09-06 |
温馨提示：
美股因劳工节，9月6日休市一天
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| 2021-07-26 |
股东大会：
将于2021-08-18召开股东大会
会议内容 ▼▲
- 1.to consider and vote upon a proposal to approve, as an Ordinary Resolution, the business combination described in this proxy statement/prospectus (the “Business Combination” and such proposal, the “business combination proposal”), including the Business Combination Agreement, dated as of March 29, 2021, as amended by the First Amendment thereto, dated as of May 14, 2021 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Ajax, Cazoo Holdings Limited (“Cazoo”) and Capri Listco (“Listco”), pursuant to which among other things:
i.(a) at least three business days prior to the closing of the Business Combination (the “Listco Closing Date”), MaplesFS Limited, as the sole shareholder of Listco, will transfer to Ajax all of the issued and outstanding equity securities of Listco and, as a result of such transfer, Listco will become a wholly-owned subsidiary of Ajax, (b) Ajax, as the sole shareholder of Listco, will adopt Listco’s amended and restated memorandum and articles of association (the “Listco Articles”) (to take effect as of the closing of the Business Combination (the “Closing”)), and (c) the day following the Listco Closing Date, Ajax will be merged with and into Listco, with Listco continuing as the surviving entity (the “Merger”). In connection with the Merger, each Ajax Class A ordinary share, par value $0.0001 per share (an “Ajax Class A Share”), Ajax Class B ordinary share, par value $0.0001 per share (an “Ajax Class B Share”), warrant exercisable to purchase one Ajax Class A Share (an “Ajax Warrant”), and Ajax unit (consisting of one Ajax Class A Share and one-fourth of one redeemable Ajax Warrant) (an “Ajax Unit”), issued and outstanding immediately prior to the Merger will be cancelled in exchange for one Listco Class A ordinary share, par value $0.0001 per share (a “Listco Class A Share”), Listco Class B ordinary share, par value $0.0001 per share (a “Listco Class B Share”), warrant exercisable to purchase one Listco Class A Share for $11.50 per share (a “Listco Warrant”), and Listco unit (consisting of one Listco Class A Share and one-fourth of one redeemable Listco Warrant) (a “Listco Unit”), respectively (such transactions, collectively, the “Reorganization”);
ii.approximately two days following the completion of the Reorganization and at the Closing, pursuant to the Business Combination Agreement, subject to the terms and conditions therein, Listco will acquire all of the issued and outstanding shares of Cazoo (the “Cazoo Shares”) from the holders thereof (the “Cazoo Shareholders”) for a combination of Listco Class C ordinary shares, par value $0.0001 per share (the “Listco Class C Shares”), which will automatically convert into Listco Class A Shares upon the expiration of the applicable lock-up period described in this proxy statement/prospectus, and cash consideration (subject to a mix & match election described in greater detail in this proxy statement/prospectus);
2.to consider and vote upon a proposal to approve, as an Ordinary Resolution, for the purposes of complying with the applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of Listco Class C Shares to Cazoo Shareholders (and the Listco Class A Shares resulting from any conversion thereof) in connection with the Business Combination and the Listco Class A Shares in connection with the PIPE Investment (as defined herein) (the “share issuance proposal”);
3.to consider and vote upon a proposal to approve, as an Ordinary Resolution, the Capri Listco 2021 Incentive Equity Plan (the “Listco Incentive Equity Plan”), which will become effective on the Closing Date and will be used by Listco following the Closing (the “incentive equity plan proposal”);
4.to consider and vote upon a proposal to approve, as an Ordinary Resolution, the adjournment of the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if Ajax is unable to consummate the Business Combination (the “adjournment proposal”).
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| 2021-03-25 |
详情>>
业绩披露：
2020年年报每股收益0.00英镑,归母净利润-42.73万英镑,同比去年增长97.62%
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