Ocado Group PLC

Major Shareholding Notification • Jan 8, 2016

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RNS Number : 3402L

Ocado Group PLC

08 January 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
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		06/01/2016
6. Date on which issuer notified:		08/01/2016
7. Threshold(s) that is/are crossed or reached: vi, vii		6%*

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
		12,817,158		12,817,158			13,109,438			13,109,438				2.22%
GB00B3MBS747
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 a securities lending agreement			n/a			n/a					10,438,550					1.77%
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
Equity Swap	n/a				20-01-2016			n/a				399,210			Nominal			Delta
n/a			0.07%
Equity Swap	n/a				30-03-2016			n/a				600,000			n/a			0.10%
Equity Swap	n/a				05-09-2016			n/a				1,405,242			n/a			0.24%
Equity Swap	n/a				15-12-2016			n/a				3,090,807			n/a			0.52%
Equity Swap	n/a				23-01-2017			n/a				75,191			n/a			0.01%
Equity Swap	n/a				20-02-2017			n/a				1,100,000			n/a			0.19%
Equity Swap	n/a				17-03-2017			n/a				2,421,478			n/a			0.41%
Equity Swap	n/a				30-05-2017			n/a				4,400,000			n/a			0.75%
Equity Swap	n/a				21-07-2017			n/a				52,566			n/a			0.01%
Equity Swap	n/a				04-09-2017			n/a				1,031,421			n/a			0.17%
Equity Swap	n/a				16-11-2017			n/a				94,300			n/a			0.02%
Equity Swap	n/a				04-12-2017			n/a				94			n/a			0.00%
Equity Swap	n/a				07-12-2017			n/a				254,534			n/a			0.04%
Equity Swap	n/a				29-12-2017			n/a				400,000			n/a			0.07%
Equity Swap	n/a				04-01-2018			n/a				1,140,000			n/a			0.19%
Total (A+B+C)
Number of voting rights									Percentage of voting rights
40,012,831									6.78%

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 23,538,685 voting rights (3.99%) 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 23,538,685 voting rights (3.99%) 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 23,538,685 voting rights (3.99%) 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 6% 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 above a relevant threshold in its own right. Of the total voting rights attached to shares in Section 8A 13,100,135 (2.22%) of these are the result of stock borrowing agreements.
14. Contact name:	Wilma Fairholm
15. Contact telephone number:	0141 245 7218

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