Ocado Group PLC

Major Shareholding Notification • Dec 9, 2016

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RNS Number : 4490R

Ocado Group PLC

09 December 2016

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ii			OCADO Group PLC
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights				X
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached				X
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation: iii		Morgan Stanley (Institutional Securities Group and Global Wealth Management)
4. Full name of shareholder(s) (if different from 3.):iv
5. Date of the transaction and date on which the threshold is crossed or reached: v		06.12.2016
6. Date on which issuer notified:		08.12.2016
7. Threshold(s) that is/are crossed or reached: vi, vii		5%*

8. Notified details:
A: Voting rights attached to shares viii, ix
Class/type of shares if possible using the ISIN CODE	Situation previous to the triggering transaction					Resulting situation after the triggering transaction
Number of Shares			Number of Voting Rights		Number of shares			Number of voting rights				% of  voting rights x
Direct			Direct xi	Indirect xii			Direct		Indirect
GB00B3MBS747	956,449			956,449		1,178,976			1,178,976				0.19%
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument		Expiration date xiii			Exercise/ Conversion Period xiv			Number of voting rights that may be acquired if the instrument is exercised/ converted.				% of voting rights
Right of recall over securities lending agreements		N/A			N/A			17,729,164				2.82%
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financial instrument	Exercise price		Expiration date xvii		Exercise/ Conversion period xviii		Number of voting rights instrument refers to				% of voting rights xix, xx
											Nominal			Delta
Equity Swap	N/A		30.03.2017		N/A		600,000				N/A			0.10%
Equity Swap	N/A		11.09.2017		N/A		8,690,000				N/A			1.38%
Equity Swap	N/A		04.01.2018		N/A		1,123,001				N/A			0.18%
Equity Swap	N/A		08.01.2018		N/A		1,420,906				N/A			0.23%
Equity Swap	N/A		22.01.2018		N/A		149,085				N/A			0.02%
Equity Swap	N/A		12.02.2018		N/A		3,474,850				N/A			0.55%
Equity Swap	N/A		19.07.2018		N/A		35,517				N/A			0.01%
Equity Swap	N/A		05.12.2018		N/A		924,537				N/A			0.15%
Total (A+B+C)
Number of voting rights							Percentage of voting rights
35,326,036							5.61%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: xxi
Morgan Stanley & Co. LLC, c/o The Corporation Trust Company (DE), Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, USA. is a direct holder of 18,899,969 voting rights  (3.01%)  and is a subsidiary of Morgan Stanley Domestic Holdings, Inc. Morgan Stanley Domestic Holdings, Inc., c/o The Corporation Trust Company (DE), Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, USA. is an indirect holder of 35,326,036 voting rights  (5.61%)  and is a subsidiary of Morgan Stanley Capital Management, LLC Morgan Stanley Capital Management, LLC, c/o The Corporation Trust Company (DE), Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, USA. is an indirect holder of 35,326,036 voting rights  (5.61%)  and is a subsidiary of Morgan Stanley
Proxy Voting:
10. Name of the proxy holder:		N/A
11. Number of voting rights proxy holder will cease to hold:		N/A
12. Date on which proxy holder will cease to hold voting rights:		N/A
13. Additional information:	Morgan Stanley's total holding in OCADO Group PLC remains above the 5% threshold previously disclosed however, this notification is being made on the basis that Morgan Stanley & Co. LLC, a wholly owned subsidiary of Morgan Stanley, has crossed a relevant threshold in its own right.
14. Contact name:	Wilma Fairholm
15. Contact telephone number:	+44 141 245-7218

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