SC 13D/A 1 tm2318632d1_sc13da.htm SC 13D/A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

CAZOO GROUP LTD.
(Name of Issuer)

 

Class A Ordinary Shares, par value $0.002 per share

(Title of Class of Securities)
 
G2007L204
(CUSIP Number)
 
Mubadala Investment Company PJSC
Attention: Treasury and Investor Relations
P.O. Box 45005
Abu Dhabi
United Arab Emirates
+971 2 413 0000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
June 15, 2023
(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. x

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s 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 (“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. G2007L204
1

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  

Mubadala Investment Company PJSC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

 

(b) x

 

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

WC

 

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

The Emirate of Abu Dhabi, United Arab Emirates

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH		 7

SOLE VOTING POWER

 

Not applicable.

 

8

SHARED VOTING POWER

 

1,227,955

 

9

SOLE DISPOSITIVE POWER

 

Not applicable.

 

10

SHARED DISPOSITIVE POWER

 

1,227,955

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,227,955

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨ 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

3.15%1

 

14

TYPE OF REPORTING PERSON

 

CO

 

         

 

1The percentages set forth herein are calculated based on (i) 38,494,209 Ordinary Shares outstanding as of March 20, 2023, as reported in the Issuer’s Form 20-F filed with the U.S. Securities and Exchange Commission on March 30, 2023 and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

  

 

 

 

CUSIP No. G2007L204
1

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  

Mamoura Diversified Global Holdings PJSC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

 

(b) x

 

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

WC       

 

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

  

The Emirate of Abu Dhabi, United Arab Emirates

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH		 7

SOLE VOTING POWER

 

Not applicable.

 

8

SHARED VOTING POWER

 

1,227,955

 

9

SOLE DISPOSITIVE POWER

 

Not applicable.

 

10

SHARED DISPOSITIVE POWER

 

1,227,955

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,227,955

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

3.15%1

 

14

TYPE OF REPORTING PERSON

 

CO

 

         

 
1The percentages set forth herein are calculated based on (i) 38,494,209 Ordinary Shares outstanding as of March 20, 2023, as reported in the Issuer’s Form 20-F filed with the U.S. Securities and Exchange Commission on March 30, 2023 and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

  

 

 

 

 

CUSIP No. G2007L204
1

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  

94th Investment Company LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

 

(b) x

 

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

WC

 

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

  

The Emirate of Abu Dhabi, United Arab Emirates

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH		 7

SOLE VOTING POWER

 

Not applicable.

 

8

SHARED VOTING POWER

 

1,227,955

 

9

SOLE DISPOSITIVE POWER

 

Not applicable.

 

10

SHARED DISPOSITIVE POWER

 

1,227,955

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,227,955

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

3.15%1

 

14

TYPE OF REPORTING PERSON

 

CO

 

         

 

 

1The percentages set forth herein are calculated based on (i) 38,494,209 Ordinary Shares outstanding as of March 20, 2023, as reported in the Issuer’s Form 20-F filed with the U.S. Securities and Exchange Commission on March 30, 2023 and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

  

CUSIP No. G2007L204
1

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  

MIC Capital Management UK LLP

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

 

(b) x

 

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO       

 

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

  

England and Wales

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH		 7

SOLE VOTING POWER

 

Not applicable.

 

8

SHARED VOTING POWER

 

1,509,881

 

9

SOLE DISPOSITIVE POWER

 

Not applicable.

 

10

SHARED DISPOSITIVE POWER

 

1,509,881

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,509,881

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

3.87%1

 

14

TYPE OF REPORTING PERSON

 

IA

 

         

 

1The percentages set forth herein are calculated based on (i) 38,494,209 Ordinary Shares outstanding as of March 20, 2023, as reported in the Issuer’s Form 20-F filed with the U.S. Securities and Exchange Commission on March 30, 2023 and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

  

CUSIP No. G2007L204
1

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  

MIC Capital Partners (Ventures) Europe Parallel (Luxembourg) Aggregator SCSp

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

 

(b) x

 

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO       

 

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

  

Luxembourg

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH		 7

SOLE VOTING POWER

 

Not applicable.

 

8

SHARED VOTING POWER

 

1,134,728

 

9

SOLE DISPOSITIVE POWER

 

Not applicable.

 

10

SHARED DISPOSITIVE POWER

 

1,134,728

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,134,728

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.91%1

 

         

 

1The percentages set forth herein are calculated based on (i) 38,494,209 Ordinary Shares outstanding as of March 20, 2023, as reported in the Issuer’s Form 20-F filed with the U.S. Securities and Exchange Commission on March 30, 2023 and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

  

 

 

   

CUSIP No. G2007L204
1

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  

MC Alternative Solutions, LP

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

 

(b) x

 

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO       

 

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

  

Cayman Islands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH		 7

SOLE VOTING POWER

 

Not applicable.

 

8

SHARED VOTING POWER

 

375,153

 

9

SOLE DISPOSITIVE POWER

 

Not applicable.

 

10

SHARED DISPOSITIVE POWER

 

375,153

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

375,153

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.96%1

 

14

TYPE OF REPORTING PERSON

 

PN

 

         

 

1The percentages set forth herein are calculated based on (i) 38,494,209 Ordinary Shares outstanding as of March 20, 2023, as reported in the Issuer’s Form 20-F filed with the U.S. Securities and Exchange Commission on March 30, 2023, and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

 

Item 1.Security and Issuer.

 

This Amendment No. 2 (the “Amendment No. 2”) amends and supplements the statement on Schedule 13D related to the Common Shares of Cazoo Group Ltd. (the “Issuer”) which was originally filed with the United States Securities and Exchange Commission (the "SEC") on April 27, 2023, and Amendment No. 1, filed with the SEC on May 17, 2023 (as so amended, the “Original 13D” and, as amended by this Amendment No. 2, this “Schedule 13D”).

 

Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Original 13D.

 

The filing of this Schedule 13D/A shall not be deemed an admission that the Reporting Persons are members of a “group” for purposes of Section 13(d) of the Act, and the Reporting Persons expressly disclaim beneficial ownership of all Notes, Ordinary Shares or other securities held or otherwise beneficially owned by the other Parties to the Cooperation Agreement.

 

 

 

 

Item 4. Purpose of Transaction.

 

The response set forth in this Item 4 hereby supplements the response in the Original 13D with the following:

 

On June 15, 2023, the parties to the Cooperation Agreement entered into Amendment No. 1 to the Cooperation Agreement (the “Amendment”). Pursuant to the Amendment, the Parties agreed to extend the term of the Cooperation Agreement to September 30, 2023.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.

 

 

 

 

Except as described in the Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The response set forth in this Item 6 hereby supplements the response in the Original 13D with the following:

 

Item 4 of this Amendment No. 2 is incorporated herein by reference.

 

Item 7. Material to Be Filed as Exhibits.

 

  Exhibit 1 Amendment No. 1 to the Cooperation Agreement, dated June 15, 2023

 

 

 

 

SIGNATURE

 

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: June 16, 2023

 

MUBADALA INVESTMENT COMPANY PJSC  
   
By: /s/ Samer Halawa  
Name: Samer Halawa  
Title: Chief Legal Officer  
   
MAMOURA DIVERSIFIED GLOBAL HOLDINGS PJSC  
   
By: /s/ Samer Halawa  
Name: Samer Halawa  
Title: Chief Legal Officer  
   
94th INVESTMENT COMPANY LLC  
   
By: /s/ Samer Halawa  
Name: Samer Halawa  
Title: Chief Legal Officer  
   
MIC CAPITAL MANAGEMENT UK LLP  
   
By: /s/ Rodney Cannon  
Name: Rodney Cannon  
Title: General Counsel  
   
MIC CAPITAL PARTNERS (VENTURES) EUROPE PARALLEL (LUXEMBOURG) AGGREGATOR SCSP  
   
By: /s/ Rodney Cannon  
Name: Rodney Cannon  
Title: Manager  
   
MC ALTERNATIVE SOLUTIONS, LP  
   
By: /s/ Rodney Cannon  
Name: Rodney Cannon  
Title: Manager