DGAP-Ad-hoc | 13 Feb 2023
Delivery Hero SE / Key word(s): Bond/Financing
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 to issue convertible bonds and launch a subsequent tender offer for outstanding convertible bonds
Berlin, February 13, 2023 - Delivery Hero SE ("Delivery Hero" or the "Company", ISIN: DE000A2E4K43, Frankfurt Stock Exchange: DHER) launches the issue of a convertible bond and is targeting gross proceeds in an aggregate amount of approximately EUR 1,000 million. Following pricing of the new bonds, the Company will invite current bondholders to submit offers to sell any and all of the outstanding convertible bonds due 2024 (ISIN: DE000A254Y84) and up to approximately EUR 250 million of the outstanding convertible bonds due 2025 (ISIN: DE000A3H2WP2).
Today, the Management Board of Delivery Hero, with approval of the Supervisory Board, resolved to issue senior, unsecured convertible bonds with an aggregate principal amount of approximately EUR 1,000 million, maturing in February 2030 (the "Convertible Bonds"). The Convertible Bonds will be convertible into newly issued or existing Delivery Hero registered shares with no par value. Shareholders' subscription rights have been excluded.
The Convertible Bonds will be issued at 100% of their nominal value with a denomination of EUR 100,000 each and - unless previously converted, repurchased or redeemed - will be redeemed at par at maturity. The Convertible Bonds will be offered with an annual interest rate between 3.50% and 4.00%, payable semi-annually, and a conversion premium of 35.0% to 40.0% above the reference price, being the placement price per Delivery Hero share in the Concurrent Offering of Existing Shares (as defined below).
The pricing of the offering of the Convertible Bonds will be determined on the basis of an accelerated bookbuilding process that will start immediately. The Convertible Bonds are expected to be issued by Delivery Hero on or around February 21, 2023, and admission to trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange is expected shortly thereafter.
The Convertible Bonds will be offered solely to institutional investors in certain jurisdictions, outside the United States of America, via a private placement.
The Company will be entitled to redeem the Convertible Bonds at any time (i) on or after September 11, 2028, if the stock exchange price per Delivery Hero share amounts to at least 150% of the then relevant conversion price over a certain period or (ii) if 20% or less of the aggregate principal amount of the Convertible Bonds remain outstanding.
Holders of the Convertible Bonds will be entitled to require an early redemption of their Convertible Bonds at their principal amount plus accrued but unpaid interest on August 21, 2028.
As part of the offering of Convertible Bonds, the Company has agreed to a lock-up period of 90 days following the closing date, subject to customary exceptions.
Concurrent Offering of Existing Shares by Financial Institutions
The Joint Bookrunners have informed the Company that concurrently with the placement of the Convertible Bonds, they intend to conduct a simultaneous placement of existing shares of the Company (the "Concurrent Offering of Existing Shares") on behalf of buyers of the Convertible Bonds 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 to be determined by way of an accelerated bookbuilding process. The Company will not receive any proceeds from the Concurrent Offering of Existing Shares.
Use of Proceeds
The Company intends to use the proceeds from the issue of the Convertible Bonds to finance the Tender Offer (as described below) - to improve its debt maturity profile while preserving a strong liquidity position - and for general corporate purposes.
Following pricing of the Convertible Bonds, the Company will invite:
The Company intends to buy back all of the outstanding EUR 763.4 million nominal of the 2024 Bonds validly tendered and up to approximately EUR 250 million nominal of the outstanding EUR 750 million nominal of the 2025 Bonds validly tendered.
The Repurchase Invitations will start at 8:00 CET and expire at 17:30 CET on February 14, 2023, unless amended, extended, re-opened or terminated. Settlement of the Repurchase Invitations is expected to take place on February 23, 2023 (the "Invitation Settlement Date").
Responsible person for this publication:
Information and Explanation of the Issuer to this announcement:
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 have been subject to a product approval process, under which each distributor has determined that such Convertible Bonds are: (i) compatible with an end target market of 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 is responsible for undertaking its own target market assessment in respect of the Convertible Bonds and determining appropriate distribution channels.
13-Feb-2023 CET/CEST The EQS 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:||1558269|
|End of Announcement||EQS News Service|
1558269 13-Feb-2023 CET/CEST