DGAP-Ad-hoc | 05 Dec 2017
Delivery Hero AG / Key word(s): Capital Increase
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Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation - MAR)
Delivery Hero AG: Capital increase against cash contributions and sale of existing shares from the holdings of pre-IPO shareholders by way of an accelerated book-building process
Berlin, December 5, 2017 - The management board of Delivery Hero AG ("Delivery Hero"), with the consent of the supervisory board, today resolved to implement a capital increase against cash contributions under exclusion of shareholders' subscription rights. Delivery Hero continues to see an increased level of attractive M&A opportunities and in line with its strategy looks to further consolidate its market leadership positions and pursue value accretive M&A. In order to be positioned best to execute on these opportunities when they become available and to increase its strategic flexibility, Delivery Hero intends to issue up to 10,500,000 new ordinary registered shares with no-par value (Stückaktien) ("New Shares"). If the placement is successful, Delivery Hero's share capital will be increased through a partial exercise of its existing authorized capital by an amount of up to EUR 10,500,000 from EUR 171,998,900 to up to EUR 182,498,900. The New Shares, like all other outstanding shares of Delivery Hero, will carry full dividend rights as of January 1, 2017.
The New Shares will be offered to institutional investors for purchase through an accelerated bookbuilt offering. The New Shares will be admitted to trading without a prospectus and included in the existing quotation for Delivery Hero's shares in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange.
Concurrently with the offering of New Shares, a group of minority shareholders that had already been invested in Delivery Hero before its initial public offering ("IPO"), comprising up to 11 legal entities (together, the "Sellers"), intend to place up to 7,800,000 existing shares of Delivery Hero ("Existing Shares") (representing approximately 4.5% of Delivery Hero's share capital) (the placement of the New Shares together with the Existing Shares, the "Placement"). The Sellers currently own in aggregate 12.2 million shares in Delivery Hero, representing approximately 7.1% of Delivery Hero's share capital. The total number of shares offered in the Placement thus amounts to up to 18,300,000 shares.
For the purposes of the Placement, the Joint Bookrunners have waived the lock-ups that were agreed with Delivery Hero and the Sellers in connection with Delivery Hero's IPO to the extent that Delivery Hero intends to issue and the Sellers intend to sell shares in Delivery Hero in this Placement. Delivery Hero as well as the Sellers have agreed to a 90-day extension of their IPO lock-up commitments until and including March 27, 2018. With respect to the Sellers, this lock-up extension encompasses any shares in Delivery Hero currently held by the Sellers which are not sold in this Placement, i.e., assuming that the Placement is effected in full, 4.4 million shares will be subject to the lock-up extension. This commitment underscores these shareholders' support for Delivery Hero. Pre-IPO shareholders not selling in this transaction will continue to be subject to their initial IPO lock-up commitments which expire on December 27, 2017.
This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Delivery Hero AG or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities referred to herein may not be offered or sold in the United States of America in the absence of registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the 'Securities Act'). The securities of Delivery Hero AG have not been, and will not be, registered under the Securities Act.
In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as 'Relevant Persons'). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
No action has been taken that would permit an offering or acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of Delivery Hero AG ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of Delivery Hero AG and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
In connection with the Placement the Joint Bookrunners are acting exclusively for Delivery Hero AG and certain of the selling shareholders. They will not regard any other person as their respective clients in relation to the Placement and will neither be responsible nor provide protection to anyone other than Delivery Hero AG and the selling shareholders, nor will they provide advice to anyone other than Delivery Hero AG and the selling shareholders in relation to the Placement, the contents of this announcement or any other matter referred to herein.
None of the Joint Bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or, with limited exception, other information relating to Delivery Hero AG, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
|Company:||Delivery Hero AG|
|Oranienburger Straße 70|
|Phone:||+49 (0)30 5444 59 000|
|Fax:||+49 (0)30 5444 59 024|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange|
|End of Announcement||DGAP News Service|