DGAP-News | 21 May 2019
DGAP-News: Delivery Hero SE / Key word(s): Capital Increase
Berlin, May 21, 2019 - The management board of Delivery Hero SE ("Delivery Hero"), with the consent of the supervisory board, today resolved to issue new shares under exclusion of shareholders' subscription rights with regard to the existing stock option program for current and former employees, directors and supporters of Delivery Hero and its subsidiaries. Up to 1.173.942 new ordinary registered shares ("New Shares"), representing up to approx. 0.63% of Delivery Hero's share capital, will be issued to beneficiaries of the stock option program who have exercised their stock options. Delivery Hero's share capital will be increased through a partial exercise of its existing authorized capital that has been granted for this specific purpose by an amount of up to EUR 1.173.942,00 from EUR 187.504.222,00 to up to EUR 188.678.164,00. The New Shares, like all other outstanding shares of Delivery Hero, will carry full dividend rights as of January 1, 2018 and be admitted to trading and included in the existing quotation for Delivery Hero's shares on the Frankfurt Stock Exchange.
Approximately 1.12 million of these New Shares will be offered to institutional investors for purchase through an accelerated bookbuilt offering upon direction and for the benefit of certain beneficiaries, inter alia, so that they can finance the exercise prices and income taxes. Members of Delivery Hero's management board and supervisory board did not exercise any stock options. UniCredit Bank AG acts as Sole Bookrunner on the share placement.
This publication may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or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 would 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 publication does not constitute an offer of securities for sale 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, 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 SE 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.
In member states of the European Economic Area which have implemented Directive 2003/71/EC and any amendments thereto, in particular, Directive 2010/73/EU, this announcement and any offer, if made subsequently, is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive.
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 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.
In connection with the transaction described above (the 'Placement'), UniCredit Bank AG is acting exclusively for Delivery Hero SE. It will not regard any other person as its clients in relation to the transaction and will neither be responsible nor provide protection to anyone other than Delivery Hero SE, nor will it provide advice to anyone other than Delivery Hero SE in relation to the Placement, the contents of this announcement or any other matter referred to herein.
In connection with the Placement, UniCredit Bank AG and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of Delivery Hero SE and may otherwise deal for their own accounts. Accordingly, references to the securities being issued or sold should be read as including any issue, offer or sale to UniCredit Bank AG and any of its affiliates acting as investors for their own accounts. In addition UniCredit Bank AG or its affiliates may enter into financing arrangements and swaps with investors in connection with which UniCredit Bank AG (or its affiliates) may from time to time acquire, hold or dispose of Delivery Hero SE's shares. UniCredit Bank AG does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Neither UniCredit Bank AG nor any of its 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 SE, 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.
Solely for the purpose of the product governance requirements contained within; (a) EU Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ('MiFID II'); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the 'MiFID II Product Governance Requirements'), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares wich will be offered in the Placement (the 'Offer Shares') have been subject to a product approval process, which has determined that the Offer 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 (the 'Target Market Assessment'). Notwithstanding the Target Market Assessment, the price of the Offer Shares may decline and investors could lose all or part of their investment; the Offer Shares offer no guaranteed income and no capital protection; and an investment in the Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
Corporate Communications & Spokesman
|Delivery Hero SE
|Oranienburger Straße 70
|+49 (0)30 5444 59 024
|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
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