EX-FILING FEES 4 ea189522ex-fee_cazoogroup.htm FILING FEE TABLE

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form F-3
(Form Type)

 

Cazoo Group Ltd
(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered

 

   Security Type  Security Class Title  Fee Calculation or Carry Forward Rule  Amount Registered   Proposed Maximum Offering Price Per Unit   Maximum Aggregate Offering Price   Fee Rate  Amount of Registration Fee 
   Newly Registered Securities 
   Secondary Offering 
Fees to be Paid  Equity  Class A ordinary shares  Other(2)   4,499,721(3)  $36.28(2)  $163,249,877.88   $147.60 per $1,000,000  $24,095.69 
Total Offering Amounts   $163,249,877.88      $24,095.69 
Total Fees Previously Paid                 
Total Fee Offsets               $24,095.69 
Net Fee Due               $0.00 

 

*Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is also registering an indeterminate number of additional securities as may be issued to prevent dilution resulting from share dividends, share splits or similar transactions.

 

(1)Consists of 4,499,721 of the Registrant’s Class A ordinary shares issued to the selling securityholders in connection with the Exchange Offer (as defined in the Registration Statement).

 

(2)Estimated in accordance with Rule 457(c) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $36.28 per share, which is the average of the high and low prices of the Class A ordinary shares, as reported on the Nasdaq Global Select Market as of December 6, 2023.

 

Table 2: Fee Offset Claims and Sources

 

   Registrant or
Filer Name
  Form or Filing
Type
  File Number  Initial Filing
Date
  Filing Date  Fee Offset
Claimed
   Security Type
Associated
with Fee Offset
Claimed
  Security Title
Associated
with Fee Offset
Claimed
  Unsold
Securities
Associated
with Fee Offset
Claimed
   Unsold
Aggregate
Offering
Amount
Associated
with Fee Offset
Claimed
   Fee Paid with
Fee Offset
Source
 
   Rule 457(p) 
Fee Offset Claims  Cazoo Group Ltd  F-1  333-259778  September 24, 2021    $24,095.69   Equity  Class A ordinary shares   262,605,494   $2,415,970,544.80          
Fees Offset Sources  Cazoo Group Ltd  F-1  333-259778     September 24, 2021                       $509,044.10(1)

 

(1)The Registrant previously filed a registration statement on Form F-1 (File No. 333-259778), initially filed on September 24, 2021 and initially declared effective on October 5, 2021 (the “Prior Registration Statement”), which registered (i) 429,176,927 Class A Shares (the “Secondary Shares”) for resale for a proposed maximum aggregate offering price of $3,948,427,728.50, 21,129,818 Class A Shares (the “Warrant Shares”) issuable on exercise of warrants for resale for a proposed maximum aggregate offering price of $242,992,907, and 41,254,590 Class A Shares (the “Primary Shares”) for issuance upon exercise of warrants for a proposed maximum aggregate offering price of $474,427,785. The Prior Registration Statement was not fully used and 262,605,494 Secondary Shares, 21,129,818 Warrant Shares and 41,254,590 Primary Shares were not sold, resulting in unsold aggregate offering amounts of $2,415,970,544.80, with respect to the Secondary Shares, $242,992,907 with respect to the Warrant Shares and $474,427,785 with respect to the Primary Shares. These unused amounts represent approximately 67.2% of the $509,044.10 of the registration fees on the Prior Registration Statement and result, in the aggregate, in an available fee offset of $341,853.02. The Registrant has terminated or completed any offerings that included the unsold securities under the Prior Registration Statement.