Filing Details
- Accession Number:
- 0001193125-22-191996
- Form Type:
- 13D Filing
- Publication Date:
- 2022-07-11 20:00:00
- Filed By:
- Rothermere Continuation Ltd
- Company:
- Cazoo Group Ltd
- Filing Date:
- 2022-07-12
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Rothermere Continuation Limited | 0 | 44,898,183 | 0 | 44,898,183 | 44,898,183 | 5.9% |
| Harmsworth Trust Company (PTC) Limited | 0 | 1,437,250 | 0 | 1,437,250 | 1,437,250 | .2% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cazoo Group Ltd.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001
(Title of Class of Securities)
G2007L105
(CUSIP Number)
Áine OReilly
35-37 New Street, St Helier
Jersey, JE2 3RA
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 28, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G2007L105
| 1 | Names of Reporting Persons.
Rothermere Continuation Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions):
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| 6 | Citizenship or Place of Organization.
Jersey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
0 shares | ||||
| 8 | Shared Voting Power
44,898,183 shares | |||||
| 9 | Sole Dispositive Power
0 shares | |||||
| 10 | Shared Dispositive Power
44,898,183 shares | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
44,898,183 shares | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
5.9%1 | |||||
| 14 | Type of Reporting Person (See Instructions)
CO | |||||
| 1 | The reporting person is the beneficial owner of 44,898,183 shares of the Issuers Ordinary Shares (as defined below) which constitute approximately 5.9% of the class outstanding. The percentage calculation assumes that there are currently 760,872,476 outstanding shares of Ordinary Shares of the Issuer, based on information received from the Issuer prior to filing. |
CUSIP No. G2007L105
| 1 | Names of Reporting Persons.
Harmsworth Trust Company (PTC) Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions):
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| 6 | Citizenship or Place of Organization.
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
0 shares | ||||
| 8 | Shared Voting Power
1,437,250 shares | |||||
| 9 | Sole Dispositive Power
0 shares | |||||
| 10 | Shared Dispositive Power
1,437,250 shares | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,437,250 shares | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
.2%2 | |||||
| 14 | Type of Reporting Person (See Instructions)
OO | |||||
| 2 | The reporting person is the beneficial owner of 1,437,250 shares of the Issuers Ordinary Shares (as defined below) which constitute approximately .2% of the class outstanding. The percentage calculation assumes that there are currently 760,872,476 outstanding shares of Ordinary Shares of the Issuer, based on information received from the Issuer prior to filing. |
CUSIP No. G2007L105
SCHEDULE 13D
Explanatory Note
This Amendment No. 1 amends and supplements the Schedule 13D filing by the Reporting Persons on June 27, 2022. Terms defined in the Schedule 13D are used herein as so defined.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is amended by deleting the first sentence, which disclosed the potential for a new financing agreement, and replacing it with the following paragraph:
On June 28, 2022, Rothermere entered into a financing agreement with DB UK Bank Limited (the Bank) pursuant to which the Bank offered Rothermere, and Rothermere accepted, an uncommitted revolving loan facility and a committed term facility. Pursuant to the terms of the agreement, Rotheremere granted to the Bank a negative pledge over the Ordinary Shares.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Schedule 13D is amended and supplemented as follows:
| 3 | Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC. |
CUSIP No. G2007L105
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 12, 2022
| ROTHERMERE CONTINUATION LIMITED | ||
| By: | /s/ Áine OReilly | |
| Name: Áine OReilly | ||
| Title: Director | ||
| HARMSWORTH TRUST COMPANY (PTC) LIMITED | ||
| By: | /s/ Áine OReilly | |
| Name: Áine OReilly | ||
| Title: Director | ||