Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.
Delivery Hero AG
Stabilisation Notice
29th June 2017
Delivery Hero AG hereby gives notice that the entity undertaking stabilisation (the "Stabilisation Manager" named below and its affiliates) may stabilise the offer of the following securities in accordance with Regulation (EU) No 596/2014 (Market Abuse Regulation) and Commission Delegated Regulation (EU) 2016/1052. Stabilisation transactions aim at supporting the market price of the Securities during the Stabilisation Period. Stabilisation may not necessarily occur and it may cease at any time.
| The securities: |
| Issuer: |
Delivery Hero AG |
| Securities: |
Ordinary registered shares of the Issuer (ISIN: DE000A2E4K43) |
| Offering size: |
EUR995,583,750.00 (including Over-allotment Facility, as defined below) |
| Offer Price: |
EUR25.50 |
| Stabilisation: |
| Stabilisation Manager (and central point within the meaning of Commission Delegated Regulation (EU) 2016/1052): |
Goldman Sachs International, Peterborough Court, 133 Fleet Street, London EC4A 2BB
Contact: John Bentinck; telephone: +44 (0)20 7774 3408 |
| Beginning of the Stabilisation Period: |
30th June 2017 |
| Stabilisation Period to end no later than: |
28th July 2017 |
| Trading venue where stabilisation may be undertaken: |
Frankfurt Stock Exchange, Xetra, BATS, Chi-X |
| Over-allotment Facility & Greenshoe Option: |
| Terms: |
Global Online Takeaway Group S.A. has granted Goldman Sachs International, in its capacity as Stabilisation Manager and for the account of the underwriters, a share loan for 5,092,500 Shares ("Over-allotment Facility"). Any shares borrowed under the Over-allotment Facility may be repurchased by the Stabilisation Manager for stabilization purposes during the Stabilisation Period in compliance with the Market Abuse Regulation and Commission Delegated Regulation (EU) 2016/1052. To the extent shares are not repurchased, the Stabilisation Manager has the option to acquire additional Shares from Global Online Takeaway Group S.A. at the Offer Price ("Greenshoe Option") to enable the Stabilisation Manager to redeliver over-alloted shares under the share loan. In case of exercise of the Greenshoe Option, the obligation of Global Online Takeaway Group S.A. to deliver the shares for which the Greenshoe Option has been exercised would be offset against the right of Global Online Takeaway Group S.A. to require redelivery of shares under the share loan. |
| Number of shares covered by Over-allotment Facility: |
5,092,500 Shares |
| Maximum number of shares covered by Greenshoe Option: |
5,092,500 Shares |
| Duration: |
This option may be executed at any time during the Stabilisation Period. |
Disclaimer
This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This announcement and the information contained herein, is not an offer of securities for sale in, and is not for transmission to or publication, distribution or release, directly or indirectly, in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). The securities being offered have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities discussed herein is being made in the United States.
END
29.06.2017 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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