DGAP-Ad-hoc | 02 Sep 2021
Delivery Hero SE / Key word(s): Financing/Bond
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.
Public disclosure of inside information according to Article 17(1) of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation - MAR)
Delivery Hero SE successfully places 1.000% EUR 750 million convertible bonds due 2026 and 2.125% EUR 500 million convertible bonds due 2029.
Berlin, September 2, 2021 - Delivery Hero SE ("Delivery Hero" or the "Company", ISIN: DE000A2E4K43, Frankfurt Stock Exchange: DHER) placed two tranches ("Tranche A" and "Tranche B") of senior, unsecured convertible bonds maturing in April 2026 (Tranche A) and March 2029 (Tranche B) in a principal amount of EUR 750 million (Tranche A) and EUR 500 million (Tranche B), divided into 12,500 bonds in a nominal amount of EUR 100,000 each (the "Convertible Bonds"). The Convertible Bonds are initially convertible into approximately 6,826,125 new or existing ordinary no-par value registered shares of Delivery Hero.
The Convertible Bonds will be issued at 100% of their nominal value and with a semi-annually payable coupon of 1.000% p.a. (Tranche A) and 2.125% p.a. (Tranche B). The initial conversion price amounts to EUR 183.12 (Tranche A) and EUR 183.12 (Tranche B), representing a conversion premium of 40.0% (Tranche A) and 40.0% (Tranche B) above the reference price of EUR 130.80 (placement price per share under the simultaneous placement of existing shares of the Company as described below). The Convertible Bonds have been placed solely to institutional investors in certain jurisdictions via a private placement. Shareholders' subscription rights were excluded.
The Convertible Bonds are expected to be issued on or around September 10, 2021 and to be admitted to trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange shortly thereafter.
Delivery Hero is entitled to redeem the Convertible Bonds at any time (i) on or after September 30, 2024 (Tranche A) and September 30, 2025 (Tranche B) if the company's share price amounts to at least 130% (Tranche A) or 150% (Tranche B) of the prevailing conversion price over a certain period or (ii) if 15% or less of the aggregate principal amount of the relevant tranche of the Convertible Bonds remain outstanding.
In addition, a simultaneous placement of existing shares of the Company has been conducted on behalf of the Convertible Bond investors who wish to sell such shares in short sales to hedge the market risk of an investment in the Convertible Bonds at a placement price determined by way of an accelerated bookbuilding process. The Company will not receive any proceeds from the offering of existing shares.
The Company receives gross proceeds amounting to EUR 1,250 million from the Convertible Bonds. The proceeds are intended to be used for general corporate purposes and to take advantage of attractive investment opportunities that may arise. As part of the transactions, 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 are 'qualified investors' within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) 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) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as 'relevant persons'). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents.
In member states of the European Economic Area 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 Convertible Bonds as well as the existing shares have been subject to a product approval process, under which each distributor has determined that such Convertible Bonds and existing 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 Convertible Bonds or the existing shares is responsible for undertaking its own target market assessment in respect of the Convertible Bonds and the existing shares and determining appropriate distribution channels.
02-Sep-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:||1231011|
|End of Announcement||DGAP News Service|
1231011 02-Sep-2021 CET/CEST