Cazoo Updates Methodology for Settlement of Exchange Offer

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 an update to the methodology for settlement of the exchange of $630 million aggregate principal amount of 2.00% Convertible Senior Notes due 2027 (the “Convertible Notes”) for a pro rata portion of (1) $200 million aggregate principal amount of 4.00%/2.00% cash/payment-in-kind toggle senior secured notes due 2027 (the “New Notes”) and (2) Class A ordinary shares of Cazoo, which will represent 92% of the total Class A ordinary shares outstanding immediately after giving effect to the exchange offer (the “Exchange Offer”).

In accordance with the Company’s updated methodology for settlement, each holder of Convertible Notes entitled to receive New Notes in a principal amount that is not a permitted denomination will receive a principal amount of the New Notes rounded to the nearest permitted denomination, rather than a principal amount of the New Notes rounded down to the nearest permitted denomination.

The New Notes will be issued in a minimum denomination of US$1,000 and integral multiples of US$1 in excess thereof. The settlement of the Exchange Offer is expected to occur on December 6, 2023.

About Cazoo - www.cazoo.co.uk

Our mission is to transform the car buying and selling experience across the UK by providing better selection, value, transparency, convenience and peace of mind. Our aim is to make buying or selling a car no different to ordering any other product online, where consumers can simply and seamlessly buy, sell or finance a car entirely online for delivery or collection in as little as 72 hours.

No Offer

This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.