NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
 

Delivery Hero sets price range for planned IPO at EUR 22.00 to EUR 25.50

Berlin, 19 June 2017 - Delivery Hero AG ("the Company"), the leading global online food ordering and delivery marketplace, has set the price range for its planned initial public offering ("the Offering") at EUR 22.00 to EUR 25.50 per share. The Offering is subject to approval of the prospectus by the German Federal Financial Supervisory Authority (BaFin) and its publication. The final offer price will be determined by way of a bookbuilding process. Trading in the Company's shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange is expected to commence on 30 June 2017 under the trading symbol DHER and the ISIN DE000A2E4K43.
 

Niklas Östberg, CEO of Delivery Hero, said:
"The expected launch of our IPO is an important and exciting next step for us. We will continue our successful journey as a listed company and will seek to further expand our global leadership position in the online food ordering and delivery market."
 

Offer summary

- The Offering will consist of 18,950,000 newly issued ordinary registered shares from a capital increase and of 15,000,000 existing ordinary registered shares from the holdings of certain existing shareholders.

- Furthermore, 5,092,500 ordinary registered shares from the holdings of Global Online Takeaway Group S.A. may be placed with investors in connection with a potential over-allotment.

- At the mid-point of the price range, gross proceeds for the Company from the Offering of newly issued (primary) shares would amount to approximately EUR 450 million. The Company intends to use the net proceeds primarily to repay loans and to finance the growth and development of its business.

- Assuming full placement of all offered shares at the mid-point of the price range, including the over-allotment shares, the total size of the Offering would amount to approximately EUR 927 million.

- The Company's existing shareholders have agreed to a lock-up period of 180 days and its management board members to a lock-up period of 12 months.

- Subject to approval of the prospectus by the German Federal Financial Supervisory Authority (BaFin) and its publication, the offer period is expected to begin on 20 June 2017 and to end on 28 June 2017. The final offer price and the final number of shares placed in the Offering are expected to be published on 28 June 2017. Once approved, the prospectus will be available in the Investor Relations section of the Company's website at www.deliveryhero.com.

- The offer consists of public offerings in Germany and Luxembourg and private placements in certain jurisdictions outside of Germany and Luxembourg.

Citigroup, Goldman Sachs International and Morgan Stanley are acting as Joint Global Coordinators and Joint Bookrunners. UniCredit Bank AG, Berenberg, Jefferies and UBS Investment Bank have been mandated as additional Joint Bookrunners.
 

About Delivery Hero
Delivery Hero is the leading global online food ordering and delivery marketplace with number one market positions in terms of restaurants, active users and orders in more countries than any of its competitors and online and mobile platforms across 40+ countries in Europe, the Middle East & North Africa (MENA), Latin America and the Asia-Pacific region. Delivery Hero also operates its own delivery service primarily in 50+ high-density urban areas around the world. The Company is headquartered in Berlin and has over 6,000 employees in addition to thousands of employed delivery drivers.

Media Enquiries
Bodo v. Braunmühl, Head of Corporate Communications, Delivery Hero
+49 (30) 544 45 9090

Investor Enquiries
Duncan McIntyre, SVP Corporate Finance & Investor Relations, Delivery Hero
+49 (30) 544 45 9072

Disclaimer
This press release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("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 the Company 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 press 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.

This press release and any materials distributed in connection with this press release are not directed to or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This press release is neither an advertisement nor a prospectus and should not be relied upon in making any investment decision to purchase, subscribe for or otherwise acquire any securities. The information and opinions contained in this press release are provided as at the date of this press release, are subject to change without notice and od not purport to contain all information that may be required to evaluate the Company. No reliance my or should be placed for any purpose whatsoever on the information contained in this press release, or any other information discussed verbally, or on its completeness, accuracy or fairness.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of Delivery Hero AG should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (BaFin) and will be available free of charge from Delivery Hero AG, Oranienburger Str. 70, 10117 Berlin, Germany, or on the Delivery Hero AG website (www.deliveryhero.com).

This press release is not an offer of securities for sale in the United States. The securities of the Company are not and will not be registered pursuant to the provisions of the US Securities Act of 1933, as amended (the "Securities Act") or with the securities regulators of the individual states of the United States. The securities may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from the registration and reporting requirements of the United States securities laws and in compliance with all other applicable United States legal regulations. The Company does not intend to register its securities under the Securities Act or to conduct a public offering of securities in the United States.

Sales in the United Kingdom are also subject to restrictions. The securities are only available in the United Kingdom to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities in the United Kingdom will be engaged in only with, such relevant persons to whom it may be lawfully communicated ("Relevant Persons"). Any person in the United Kingdom who is not a Relevant Person should not act or rely on this press release or any of its contents.

In connection with the placement of the Offer Shares, Goldman Sachs or its affiliates, acting for the account of the Underwriters, will act as the stabilization manager and may, as stabilization manager, make over-allotments and take stabilization measures in accordance with legal requirements (Art. 5 para. 4 and 5 of the Market Abuse Regulation (EU) No. 596/2014 in conjunction with Articles 5 through 8 of the Commission Delegated Regulation (EU) 2016/1052) to support the market price of the Issuer's shares and thereby counteract any selling pressure. The stabilization manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and may cease at any time. Such measures may be taken on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from the date when trading in the shares of the Issuer is commenced on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and must be terminated no later than 30 calendar days after this date (the "Stabilization Period"). Stabilization transactions aim at supporting the market price of the Issuer's shares during the Stabilization Period. These measures may result in the market price of the Issuer's shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.