DGAP-Ad-hoc | 06 Jan 2021
Delivery Hero SE / Key word(s): Capital Increase
NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.
Delivery Hero SE: Delivery Hero launches cash capital increase by way of accelerated bookbuilding process
Berlin, January 6, 2021 - Today, the management board of Delivery Hero ("Delivery Hero" or the "Company", ISIN: DE000A2E4K43, Frankfurt Stock Exchange: DHER), with the consent of the supervisory board, resolved to implement a capital increase against cash contribution excluding shareholders' subscription rights.
The Company intends to issue up to 9,442,965 new ordinary registered shares with no-par value (Stückaktien) ("New Shares") corresponding to up to approximately 4.7% of the Company's share capital and to use the net proceeds from the issue of the New Shares for general corporate purposes and to take advantage of attractive investment opportunities that may arise. The new shares will carry full dividend rights as of January 1, 2020.
The placement price per New Share will be determined on the basis of an accelerated bookbuilding which will start with immediate effect. The New Shares will be solely offered to institutional investors.
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.
As part of the transaction, the Company has agreed to a lock-up period of 90 days, subject to customary exceptions.
Information and Explanation of the Issuer to this News:
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Delivery Hero SE 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, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements 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'), (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) to whom it may otherwise be lawfully communicated (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.
In member states of the European Economic Area and the United Kingdom the placement of securities described in this announcement (the 'Placement') is directed exclusively at persons who are 'qualified investors' within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
No action has been taken that would permit an offering or an 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 announcement does not constitute a recommendation concerning the Placement. Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.
This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of Delivery Hero SE ('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 SE 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.
Information to Distributors
Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
06-Jan-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||Delivery Hero SE|
|Oranienburger Straße 70|
|Phone:||+49 (0)30 5444 59 105|
|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; London, OTC QB, OTC QX, SIX, Vienna Stock Exchange|
|EQS News ID:||1158880|
|End of Announcement||DGAP News Service|
1158880 06-Jan-2021 CET/CEST