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Delivery Hero SE
/ Release of an announcement according to Article 111c of the AktG [the German Stock Corporation Act]
Delivery Hero SE: Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution
22.04.2022 / 15:12
Dissemination of a Related Party Transactions announcement transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Delivery Hero SE: Disclosure of material transactions with related parties in accordance with Section 111c of the German Stock Corporation Act (AktG)
Berlin, 22 April 2022
On 14 April 2022, Delivery Hero SE, Berlin, Germany ("Delivery Hero") entered into a convertible loan agreement ("Loan Agreement") with Glovoapp23, S.L., Barcelona, Spain ("Glovo") to provide Glovo with funds in the total amount of approximately EUR 125 million in cash (the "Loan").
On 20 April 2022, the convertible loan amount agreed between the parties was drawn down, for the full amount, by Glovo. The proceeds from the Loan shall only be used to settle any loans, debts, liabilities or obligations incurred in the ordinary course of business. |
The Loan Agreement provides, among other terms, for the following:
The principal amount of the Loan, plus accrued interest at 3% per annum in case of a cash repayment, as applicable, shall be repaid upon the lapse of 24 months from the execution of the Loan Agreement (the "Expiration Date") unless full repayment, or conversion into Glovo shares, has become due at an earlier date upon fulfillment of any of the following:
the consummation of any transaction or series of transactions by virtue of which Delivery Hero acquires control over Glovo;
an Initial Public Offering by Glovo; or
the exercise by any of the Glovo shareholders of their drag along rights under Glovo's shareholders' agreement, as currently in force.
In the event of a repayment by way of a conversion of the Loan into Glovo shares, the conversion price shall not be subject to accrued interest, and shall be:
if any transaction or series of transactions by virtue of which Delivery Hero acquires control over Glovo is consummated prior to the Expiration Date, Delivery Hero's share price before the closing of such transaction multiplied by a pre-agreed fixed exchange ratio of 0.68;
if any transaction or series of transactions by virtue of which Delivery Hero acquires control over Glovo is not consummated by the Expiration Date, a price determined by the following gross merchandise value (GMV) related formula:
Glovo annualized GMV at the time of conversion multiplied by Delivery Hero GMV trading multiple[1] at the time of conversion which results in the enterprise value of Glovo.
From this enterprise value the equity value of Glovo is derived and this equity value is divided by the total number of Glovo shares existing at the time of conversion which results in the Glovo share price which shall constitute the conversion price
in case of an Initial Public Offering by Glovo, based on the Glovo valuation in the context of the Initial Public Offering;
in case of the exercise by any of the Glovo shareholders of their drag along rights under Glovo's shareholders' agreement, equal to the drag along consideration per Glovo share. |
| In the event that the consummation of any transaction or series of transactions by virtue of which Delivery Hero acquires control over Glovo does not take place before the Expiration Date, the Loan would be settled, by default, through a conversion into Glovo shares, unless Glovo otherwise elects, at its sole discretion, for a cash repayment of the principal amount plus accrued interest. In such a case, Delivery Hero, following such conversion, would still neither hold a shareholding interest above 49% on a non-diluted basis in Glovo nor acquire any additional shareholder's right, other than what is statutorily provided. |
| Founded in Barcelona in 2015, Glovo is a pioneering multi-category delivery app and one of the world's leading delivery platforms operating in 25 countries across Europe, Central Asia and Africa. The Glovo app connects users with restaurants, grocery chains, pharmacies and retail stores, and also includes an "anything" category that allows users to order whatever they want in their city. Delivery Hero has held an interest in Glovo since 2018 and at the time of the signing of the Loan Agreement it holds an interest of approximately 44.5% on a non diluted basis. Glovo is therefore considered a related party of Delivery Hero within the meaning of Sec. 111a para. 1 sent. 2 of the German Stock Corporation Act (AktG). |
The Supervisory Board of Delivery Hero has approved the conclusion of the Loan Agreement.
Berlin, April 2022
The Management Board |
[1] The trading multiple is defined as enterprise value based on the 3 months volume weighted average trading share price at the time of conversion divided by gross merchandise value at the time of conversion.
22.04.2022 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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