RNS Number : 5258P

Ocado Group PLC

19 February 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
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					x
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		Morgan Stanley & Co. LLC
5. Date of the transaction and date on which the threshold is crossed or reached: v		16/02/2016
6. Date on which issuer notified:		18/02/2016
7. Threshold(s) that is/are crossed or reached: vi, vii		11%*

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

20,913,315

20,913,315

20,820,898

20,820,898

3.53%

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

13,552,644

2.30%

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

30-03-2016

n/a

600,000

Nominal

Delta

n/a

0.10%

Equity Swap

n/a

31-03-2016

n/a

716,196

n/a

0.12%

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

3,354,977

n/a

0.57%

Equity Swap

n/a

17-03-2017

n/a

4,121,449

n/a

0.70%

Equity Swap

n/a

30-05-2017

n/a

4,900,000

n/a

0.83%

Equity Swap

n/a

04-09-2017

n/a

2,145,800

n/a

0.36%

Equity Swap

n/a

11-09-2017

n/a

6,730,000

n/a

1.14%

Equity Swap

n/a

16-11-2017

n/a

259,300

n/a

0.04%

Equity Swap

n/a

07-12-2017

n/a

339,684

n/a

0.06%

Equity Swap

n/a

12-02-2018

n/a

950,000

n/a

0.16%

Equity Swap

n/a

04-01-2018

n/a

2,877,733

n/a

0.49%

Equity Swap

n/a

08-01-2018

n/a

4,881,834

n/a

0.83%

Equity Swap

n/a

22-01-2018

n/a

391,377

n/a

0.07%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

68,047,134

11.53%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: xxi
Morgan Stanley Capital Services LLC; c/o The Corporation Trust Company (DE), Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, USA is a direct holder of 33,673,592 voting rights (5.71%) & 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  34,365,061 voting rights (5.82%), each are subsidiaries 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 68,047,134 voting rights (11.53%), 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 68,047,134 voting rights (11.53%), 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:	Of the total voting rights attached to shares in Section 8A, 20,812,417 (3.53%) of these are the result of stock borrowing agreements. Morgan Stanley's total holding in Ocado Group Plc remains above the 11% threshold previously disclosed, however, this notification is being made on the basis that the holding in section(s) 8(b), 8(c) have crossed a relevant threshold in there own right at the component level.
14. Contact name:	Craig Horsley
15. Contact telephone number:	0141 245 7736

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