Investor Presentaiton
Transaction summary
Key Transaction Highlights
$7,000m
Implied Sources & Uses
Headline Valuation
Sources ($m]
Uses ($m)
1.3x / 12.6x
Existing Shareholders Rollover Equity
6,380
Existing Shareholders Rollover Equity
6,380
23F Revenue / GP Multiple
Cash in Trust (4)
PIPE
805
800
Primary Proceeds
895
Secondary Proceeds
605
[5]
Transaction Fees
105
Total
7,985
Total
7,985
Pro Forma Enterprise Value
$6,985m
$8,075m
Pro Forma Equity Value
Value to Cazoo Shareholders(1)
79%
Cazoo Shareholder Ownership (2)
Financing Details
Pro Forma Ownership(6)
Pro Forma Ownership
$805m
SPAC size
$895m
Primary proceeds
$800m
PIPE size
$605m[3]
Secondary proceeds
SPAC Investors
Represents,
in aggregate,
8.7% of existing
shareholder
value
PIPE Investors
Sponsors
Existing Cazoo Shareholders
Total
%
Value ($m)
10.0%
805
9.9%
800
1.1%
89
79.0%
6,380
100%
8,075
Note: Presentation on this page represents current expectations relating to transaction structure and is subject to further discussion and negotiation of definitive documentation in its entirety. [1] Total value including
secondary. [2] Total shareholder ownership post transaction. [3] Any redemptions will impact the value of secondary proceeds. Secondary proceeds represent c.38% of total SPAC and PIPE proceeds. [4] Estimated Ajax cash-
in-trust at closing. Assumes no Ajax stockholder has exercised its redemption rights. This amount will be reduced by the amount of cash used to satisfy any redemptions. (5) Estimated transaction fees of c.$105m, exact value
to be finalised. Additional estimated stamp duty of c.$35m to be funded from primary proceeds post transaction. (6) Illustrative $10 share price, assuming 0% redemption rate on the SPAC Shares.
CAZOO Investor Presentation - March 2021
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