UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO SECTION 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of May 2024
Commission
File Number: 001-40754
Cazoo
Group Ltd
(Exact
Name of Registrant as Specified in Its Charter)
40
Churchway
London
NW1 1LW
United
Kingdom
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
INFORMATION
CONTAINED IN THIS REPORT ON FORM 6-K
Business
Update
Subsidiaries
File for Administration in the UK
As
disclosed on May 8, 2024, notices of intention to appoint administrators were filed with the English High Court (the “Court”)
in respect of certain of the material subsidiaries of Cazoo Group Ltd (“we,” “us,” “our,” “Cazoo,”
or the “Company”) that are incorporated in England: (i) Cazoo Holdings Limited, a subsidiary of the Company and a holding
company with no material assets other than an ownership in our subsidiaries, (ii) Cazoo Ltd, our operating subsidiary through which our
operations, including our marketplace business, are conducted, and (iii) Cazoo Properties Limited, our subsidiary that owns the majority
of our leaseholds. We also disclosed that if our operating subsidiaries file for administration, we would need to consider the best options
for the Company at such time, and that the options may include filing for administration or winding up of the Company.
On
May 21, 2024, each of Cazoo Holdings Limited, Cazoo Ltd, and Cazoo Properties Limited filed for administration in the United Kingdom
(the “Administrations”). On May 21, 2024, Matthew Mawhinney and David Soden (the “Joint Administrators”) of Teneo
Financial Advisory Limited were appointed as joint administrators to each of Cazoo Holdings Limited, Cazoo Ltd, and Cazoo Properties
Limited (the “Administration Companies”). Following their appointment, the Joint Administrators will manage the affairs,
business and property of the Administration Companies. As part of the administration process, the Joint Administrators will continue
to pursue sale transactions in respect of remaining assets of the Administration Companies, including the marketplace business and remaining
customer collection centers, where they are in active dialogue with a number of parties interested in the marketplace business. See the
press release attached hereto as Exhibit 99.1 for more information.
Company
Winding Up in the Cayman Islands
Throughout
2023 and 2024, the Company’s management and Board have been reviewing the strategic options available to the Company to satisfy
its liquidity needs. In December 2023, the Company completed a series of restructuring transactions with its debt and equity holders,
aimed at improving the Company’s capital structure and reducing the Company’s debt (the “Transactions”). Following
the Transactions, the Company engaged with financial advisors with the intention of conserving cash and pursuing its strategic options,
including engaging in an M&A process and realigning its business model. On March 6, 2024, we announced that we were pivoting the
business to a marketplace model. On May 1, 2024, we announced that Cazoo Ltd had successfully sold substantially all of its inventory,
paid off its stocking loans and reduced employee numbers. As of May 21, 2024, the assets of certain vehicle repair centers and customer
collection centers, as well as the wholesale division, have been sold. In each case a number of employees were transferred to the buyers.
Together with other initiatives, the transition has reduced the cash burn of the Company and its consolidated subsidiaries, resulting
in a cash position in excess of £98 million at May 13, 2024 compared to £113 million at December 31, 2023.
The
marketplace model is now established and revenue generating, with interest from many car dealers wishing to trade on the Cazoo platform.
Despite the successful transition, to optimize returns to creditors the Administrations mark the appropriate next step in the restructuring
of the business. As noted above, the Joint Administrators for the Administration Companies will continue discussions with new and existing
parties interested in the marketplace business, with a view to concluding a sale over the coming weeks.
Notwithstanding
our pivot to a marketplace model and the various asset disposals, Cazoo Group Ltd still would need to raise additional capital in the
future in order to continue as a going concern in the medium- to long-term. In light of the foregoing, and the fact that the Administrative
Companies, our material subsidiaries, have filed for administration, the Board of Directors (the “Board”) of the Company
determined that it is in the best interests of the Company and its stakeholders to commence the winding up of the Company.
Extraordinary
General Meeting
The
Board plans to hold an Extraordinary General Meeting of Shareholders (the “EGM”) on June 6, 2024 to seek shareholder approval
of the winding up of the Company and will file proxy materials relating to the EGM with the Securities and Exchange Commission (the
“SEC”). If the shareholders approve the winding up, liquidators will be appointed, and they will liquidate any remaining
assets and satisfy, or make reasonable provisions for, the Company’s remaining obligations. The Board does not presently expect
that there will be any remaining proceeds for our shareholders.
Defaults
Under Indenture
On
May 16, 2024, pursuant to that certain Indenture, dated as of December 6, 2023 (as amended, supplemented or otherwise modified from time
to time, the “Indenture”), Cazoo notified the trustee that (1) the Company did not make the required interest payments of
approximately $5.3 million that were due on May 15, 2024 (the “Interest Payment”) and (2) the Company did not deliver its
audited financial statements to the trustee as required under the Indenture. Under the Indenture, non-payment of the interest due resulted
in a Default (as such term is defined in the Indenture) and the Company has a 30-day grace period to make the Interest Payment
before such non-payment constitutes an Event of Default (as such term is defined in the Indenture). In addition,
failure to deliver the audited financial statements constituted a Default under the Indenture and the Company has a 60-day grace period
after it receives written notice from the trustee or by holders of at least 25% in aggregate principal amount of the Senior Secured Notes
then outstanding to deliver the audited financial statements before such non-delivery constitutes an Event of Default. Upon an Event
of Default in relation to the two Defaults described above, the trustee or the holders of at least 25% in of the Senior Secured Notes
then outstanding may declare the Senior Secured Notes to be due and payable immediately.
The
filing for Administration by the Administration Companies constitutes an Event of Default under the Indenture.
NYSE
Filing Delinquency
On
May 16, 2024, we received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) stating
that we are not in compliance with the NYSE continued listing standards set forth in Section 802.01E of the NYSE Listed Company
Manual, which requires timely filing of all required periodic reports with the SEC, because of the Company’s failure to timely
file its Form 20-F for the fiscal year ended December 31, 2023 (the “2023 Form 20-F”).
As
previously disclosed on May 1, 2024, Cazoo was unable to file its 2023 Form 20-F on or before the prescribed filing date without unreasonable
effort or expense. As a result of the significant amount of time devoted by management to pursue strategic initiatives, and the Company’s
pivot to the marketplace model, which has also required a dedication of the Company’s limited personnel and resources, and because
of our liquidity concerns whereby we would not be able to demonstrate our ability to continue as a going concern in the medium- to long-term,
the Company was unable to complete the preparation and review of its financial statements and disclosures for the 2023 Form 20-F. Moreover,
as a result of the foregoing, the Company does not currently intend to file the 2023 Form 20-F.
In
accordance with Section 802.01E of the NYSE Listed Company Manual, the NYSE will closely monitor the status of the Company’s late
filing and related public disclosures for up to six months from the date of the filing delinquency (the “Initial
Cure Period”). The Company’s Class A ordinary shares will continue to trade on the NYSE during the Initial Cure
Period, subject to the Company’s compliance with other continued listing requirements. Notwithstanding the foregoing, if circumstances
warrant, the NYSE may commence delisting proceedings at any time.
Forward-Looking
Statements
This
report contains “forward-looking statements”. The expectations, estimates, and projections of the business of Cazoo may differ
from its actual results and, consequently, you should not rely on forward-looking statements as predictions of future events. These forward-looking
statements generally are identified by the words “plan,” “seek,” “intend,” “will,” “could,”
and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in this press release, including but not limited to: (1) our ability
to complete the winding up in a timely manner; (2) that our shareholders will not realize any value in the Company’s shares; (3)
the holders of our Senior Secured Notes will have significant influence over all shareholder votes, and they, as secured creditors, will
have interests different from our shareholders; (4) that our warrantholders will receive nothing for their warrants; (5) the likelihood
that our creditors will not receive a full recovery in connection with our winding up; (6) the risk that our shareholders will not be
able to buy or sell shares after we close our share transfer books in connection with the Cayman Island winding-up process; (7) our directors
and officers will continue to receive benefits from the Company during the winding up; (8) the impact of business uncertainties in connection
with the winding up; (9) the risk that we may have liabilities or obligations about which we are not currently aware; (10) the risk that
the cost of settling our liabilities and contingent obligations could be higher than anticipated; and (11) other risks and uncertainties
set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in the Form 6-K filed on March 6, 2024 and in subsequent filings with the SEC. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the disclosure included in other documents filed by Cazoo from time to time with the SEC.
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and Cazoo assumes no obligation and does not intend to update or revise
these forward-looking statements, whether as a result of new information, future events, or otherwise. Cazoo gives no assurance that
it will achieve its expectations.
Contacts
Investor
Relations:
Cazoo:
investors@cazoo.co.uk
Media:
Cazoo:
press@cazoo.co.uk
Jess
Reid – Teneo +44 (0) 7919 685287
Anthony
Di Natale – Teneo +44 (0) 7880 715975
EXHIBITS
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
CAZOO
GROUP LTD |
| |
|
|
| Date:
May 21, 2024 |
By: |
/s/
Gareth Purnell |
| |
|
Gareth
Purnell |
| |
|
Chief
Financial Officer |
4
Exhibit
99.1
Joint
Administrators appointed to Cazoo Ltd, Cazoo Holdings Limited, and Cazoo Properties Limited.
21
May 2024
On
21 May 2024, the Director of Cazoo Ltd, Cazoo Holdings Limited, and Cazoo Properties Limited (“the Companies”) appointed David Soden and Matthew Mawhinney of Teneo Financial Advisory Limited as Joint
Administrators (“Joint Administrators”).
Concurrently,
the Directors of Cazoo Group Ltd, the parent company of the Companies which is listed on the New York Stock Exchange and based in
the Cayman Islands, have begun steps to place Cazoo Group Ltd into voluntary liquidation.
Pre-Administration
Cazoo
was founded in 2018 as an online car retailer and, as part of the planned restructuring of the Group which began at the end of last year,
on 6 March 2024 Cazoo announced that it would transition its business to a new Marketplace model where consumers can buy and sell cars.
Since
6 March 2024, Cazoo has successfully sold its entire vehicle inventory, repaid all associated stocking loans, and undertaken a number
of sales processes for non-Marketplace assets including:
| ● | The
assets of Cazoo’s vehicle repair centre in Thurleigh, Bedfordshire, as well as customer
collection centres in Birmingham and Bristol being sold to Companies in the Constellation
Group, the owners of Cinch. As a result, 23 employees were transferred to Cinch on 17 May 2024. |
| ● | The
business and assets of the Group’s wholesale division based in Bedford being sold to
G3 Remarketing Limited. As a result, 28 employees were transferred to G3 Remarketing Limited
on 20 May 2024. |
Together
with other initiatives, the successful transition has significantly reduced the cash burn of the group, resulting in a cash position
in excess of £98m at 13th May 2024 compared to £113m at 31st December 2023.
The
transition to the Marketplace model however led to a reduction in the required employee headcount of the Group and unfortunately 728
redundancies were made following a full consultation process between 1 March and 17 May 2024.
The Marketplace model is now established, revenue
generating and performing ahead of expectations with interest from almost one hundred car dealers including many household names wishing
to trade on the Cazoo platform. Following the Group's successful transition, to optimise returns to creditors, the administration filing
marks the appropriate next step in the restructuring of the business. The Director placed the Companies into administration to allow the
Joint Administrators to continue discussions with new and existing parties interested in the Marketplace business, with a view to concluding
a sale over the coming weeks.
Administration
Following
appointment, the Administrators will continue to trade the Company, which employs c.208 individuals. As part of the administration process:
| ● | c.124 employees associated with the Marketplace model (largely based in London) have been retained
and the Administrators are hopeful that a sale of this business can be delivered such that many of these employees transfer to new
employers. |
| ● | c.25
employees at the Group’s Manchester and Northampton customer collections centres have
been retained and the Administrators are hopeful that a sale of these businesses can be delivered
such that these employees transfer to new employers. |
| ● | c.59 employees have been retained by the Administrators to assist with the orderly wind-down of the
business, largely based in the Group’s head office and customer service centres in London and Southampton. |
Matt
Mawhinney, Joint Administrator said: “Following Cazoo’s decision to pivot to a Marketplace model, the Group has been
winding down its legacy operations and sold a substantial number of its businesses and assets. These sales have generated additional
value for creditors, preserved a significant number of jobs, and ensured that leases have been transferred to new operators to mitigate
losses to landlords.
“Following
our appointment, we continue to progress discussions with a number of interested parties on the Marketplace business and remaining customer
collections centres. The Marketplace model is performing ahead of expectations, with strong dealer sign up, and the administration appointment
provides us with an opportunity to secure a sale of the business over the course of coming weeks.”
Customers
Following
its transition to a Marketplace model, Cazoo ceased selling motor vehicles directly to the public in April 2024. As a result, Cazoo does
not hold any customer deposits and all customer vehicle deliveries have been completed. Furthermore, customers with extended warranties
are not expected to be impacted.
The Administrators will be contacting customers
with service plans and warranty claims (excluding extended warranty) to outline their options.
Ends
Notes
to Editors
About
Cazoo
| ● | Cazoo
Ltd - Cazoo Ltd was founded in 2018 as an online car retailer with the mission
to transform the car buying and selling experience in the UK. Cazoo Limited is the principal
operating company within the Cazoo Group. |
| ● | Cazoo
Holdings Limited – Cazoo Holdings Limited is the Cazoo Group’s holding company
in the UK. |
| ● | Cazoo
Properties Limited – Cazoo Properties Limited is an intermediate holding company
and property company. The Company owned the leases to Cazoo’s customer collection and
vehicle preparation centres. |
About
Teneo
Teneo’s
Financial Advisory business comprises more than 400 specialists across Europe, the Middle East, Asia, the U.S. and the Caribbean, focused
on four key service areas including business transformation, restructuring, capital advisory and bankruptcy & insolvency. The business
reinforces Teneo’s differentiated market presence by combining the restructuring advisory offering with Teneo’s existing
capabilities both in management consulting and restructuring-related services including strategic communications, public affairs, investor
relations, risk, talent advisory and executive search.
Media
inquiries:
Jess Reid
– Teneo +44 (0) 7919 685287
Anthony Di
Natale – Teneo +44 (0) 7880 715975
3
Exhibit 99.2
Cazoo Receives Non-compliance Notice from NYSE
Regarding 20-F Filing Delinquency
London and New York, May 21, 2024 —
Cazoo Group Ltd (NYSE: CZOO) (“Cazoo” or “the Company”), the UK online used car platform, announces receipt of
a written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) on May 16, 2024 stating that the
Company is not in compliance with the NYSE continued listing standards set forth in Section 802.01E of the NYSE Listed Company
Manual, which requires timely filing of all required periodic reports with the Securities and Exchange Commission (the “SEC”),
because of the Company’s failure to timely file its Form 20-F for the fiscal year ended December 31, 2023 (the “2023 Form
20-F”).
As previously disclosed on May 1, 2024, Cazoo
was unable to file its 2023 Form 20-F on or before the prescribed filing date without unreasonable effort or expense. As a result of the
significant amount of time devoted by management to pursue strategic initiatives, and the Company’s pivot to the marketplace model,
which has also required a dedication of the Company’s limited personnel and resources, and because of our liquidity concerns whereby
we would not be able to demonstrate our ability to continue as a going concern in the medium- to long-term, the Company was unable to
complete the preparation and review of its financial statements and disclosures for the 2023 Form 20-F. Moreover, as a result of the foregoing,
the Company does not currently intend to file the 2023 Form 20-F.
In accordance with Section 802.01E of the NYSE
Listed Company Manual, the NYSE will closely monitor the status of the Company’s late filing and related public disclosures for
up to six months from the date of the filing delinquency (the “Initial Cure Period”). The Company’s Class
A ordinary shares will continue to trade on the NYSE during the Initial Cure Period, subject to the Company’s compliance
with other continued listing requirements. Notwithstanding the foregoing, if circumstances warrant, the NYSE may commence delisting proceedings
at any time.
Forward-Looking Statements
This communication contains “forward-looking
statements”. The expectations, estimates, and projections of the business of Cazoo may differ from its actual results and, consequently,
you should not rely on forward-looking statements as predictions of future events. These forward-looking statements generally are identified
by the words “plan,” “seek,” “intend,” “will,” “could,” and similar expressions.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially
from the forward-looking statements in this press release, including but not limited to: (1) our ability to complete the winding up in
a timely manner; (2) that our shareholders will not realize any value in the Company’s shares; (3) the holders of our Senior Secured
Notes will have significant influence over all shareholder votes, and they, as secured creditors, will have interests different from our
shareholders; (4) that our warrantholders will receive nothing for their warrants; (5) the likelihood that our creditors will not receive
a full recovery in connection with our winding up; (6) the risk that our shareholders will not be able to buy or sell shares after we
close our share transfer books in connection with the Cayman Island winding-up process; (7) our directors and officers will continue to
receive benefits from the Company during the winding up; (8) the impact of business uncertainties in connection with the winding up; (9)
the risk that we may have liabilities or obligations about which we are not currently aware; (10) the risk that the cost of settling our
liabilities and contingent obligations could be higher than anticipated; and (11) other risks and uncertainties set forth in the sections
entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Form 6-K filed
on March 6, 2024 and in subsequent filings with the SEC. The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the disclosure included in other documents filed by Cazoo from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Cazoo assumes no obligation and does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise. Cazoo gives no assurance that it will achieve its expectations.
Contacts
Investor Relations:
Cazoo: investors@cazoo.co.uk
Media:
Cazoo: press@cazoo.co.uk
Jess Reid – Teneo +44 (0) 7919 685287
Anthony Di Natale – Teneo +44 (0) 7880 715975
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