RNS Number : 1787F

Ocado Group PLC

25 July 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
5. Date of the transaction and date on which the threshold is crossed or reached: v		21.07.2016
6. Date on which issuer notified:		25.07.2016
7. Threshold(s) that is/are crossed or reached: vi, vii		8%*

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

1,255,973

1,255,973

410,339

410,339

0.07%

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

23,525,624

3.74%

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

01.11.2016

N/A

166,609

N/A

0.03%

Equity Swap

N/A

15.12.2016

N/A

3,553,922

N/A

0.57%

Equity Swap

N/A

06.02.2017

N/A

127,383

N/A

0.02%

Equity Swap

N/A

17.03.2017

N/A

2,886,234

N/A

0.46%

Equity Swap

N/A

30.03.2017

N/A

600,000

N/A

0.10%

Equity Swap

N/A

11.09.2017

N/A

6,730,000

N/A

1.07%

Equity Swap

N/A

04.01.2018

N/A

2,865,367

N/A

0.46%

Equity Swap

N/A

08.01.2018

N/A

4,839,565

N/A

0.77%

Equity Swap

N/A

22.01.2018

N/A

5,206,651

N/A

0.83%

Equity Swap

N/A

12.02.2018

N/A

4,051,722

N/A

0.64%

Equity Swap

N/A

29.06.2018

N/A

452,500

N/A

0.07%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

55,415,916

8.82%

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  23,927,792 voting rights  (3.81%)  and is a subsidiary of Morgan Stanley Domestic Holdings, Inc. 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  31,479,953 voting rights  (5.01%)  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 55,415,916 voting rights (8.82%)  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 55,415,916 voting rights  (8.82%)  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, 402,168 (0.06%) of these are the result of a stock borrowing agreement. Morgan Stanley's total holding in OCADO Group PLC remains above the 8% threshold previously disclosed however, this notification is being made on the basis that Morgan Stanley Capital Services LLC, a wholly owned subsidiary of Morgan Stanley, has crossed a relevant threshold in its own right.
14. Contact name:	Craig Horsley
15. Contact telephone number:	+44 141 245-7736

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