TIDMROO
RNS Number : 7793R
Deliveroo PLC
31 October 2023
31 October 2023
Deliveroo plc
Results of Tender Offer: returning full GBP250 million
-- Purchase of 192.3 million A Ordinary Shares, representing
approximately 10.6% of Deliveroo's Issued Ordinary Share Capital,
to be completed today at a Strike Price of 130 pence, for a total
cost of GBP250 million
-- Result will bring the total return of capital announced and
completed in 2023 to GBP300 million through combination of Tender
Offer and expected completion of GBP50 million on-market share
purchase programme
Results of Tender Offer
Deliveroo plc ("Deliveroo" or "the Company") today announces the
results of the Tender Offer, which was set out in a shareholder
circular published by the Company on 28 September 2023 (the
"Circular") and closed at 1:00 p.m. on 27 October 2023. As of
today, the Tender Offer is unconditional.
192,307,407 A Ordinary shares were successfully tendered and
will be purchased today at 130 pence per share (referred to as the
"Strike Price"). The number of A Ordinary Shares being purchased
represents approximately 10.6% of the Issued Ordinary Share Capital
of the Company.
The Tender Offer was oversubscribed, with the aggregate value of
A Ordinary Shares validly tendered by Shareholders at a price below
or at the Strike Price (or as Strike Price Tenders) exceeding
GBP250 million. In line with the scaling-down mechanism set out in
paragraph 2.15 of Part IV of the Circular, tenders have been
accepted as follows:
-- all A Ordinary Shares validly tendered at a price below the
Strike Price or tendered as a Strike Price Tender will be accepted
and purchased in full at 130 pence;
-- A Ordinary Shares validly tendered at 130 pence will be
scaled down such that the total cost of A Ordinary Shares purchased
pursuant to the Tender Offer does not exceed GBP250 million;
and
-- All A Ordinary Shares tendered at a price higher than the
Strike Price, being 135 pence, will be rejected and will not be
purchased in the Tender Offer.
It is anticipated that the proceeds payable to Qualifying
Shareholders who hold uncertificated A Ordinary Shares will be
credited to their CREST accounts on 7 November 2023.
As set out in the Circular, the A Ordinary Shares will be
purchased by Goldman Sachs pursuant to the Tender Offer and the
Company will buy back such A Ordinary Shares from Goldman Sachs.
Following such purchase, the Company intends to cancel such A
Ordinary Shares, reducing its Issued Ordinary Share Capital from
1,718,144,817 A Ordinary Shares (excluding 40,668,480 A Ordinary
Share held in treasury) and 102,508,168 B Ordinary Shares to
1,525,837,410 A Ordinary Shares (excluding 40,668,480 A Ordinary
Share held in treasury) and 102,508,168 B Ordinary Shares.
Additional on-market share purchases
Deliveroo is today announcing that it will resume on-market
share purchases to buy back additional A Ordinary Shares up to a
maximum consideration of GBP5.8 million, to complete the residual
amount outstanding from the GBP50 million buyback programme that
commenced on 1 April 2023 (the "Share Purchase Programme"). Prior
to halting the Share Purchase Programme on 28 September 2023, the
Company had bought back 40,668,480 A Ordinary Shares for a total
gross purchase consideration of GBP44.2 million. The remainder of
the Share Purchase Programme is expected to be completed in the
period up to 31 December 2023.
The Company has entered into an agreement with Goldman Sachs
under which it has issued an irrevocable instruction to Goldman
Sachs to manage the Share Purchase Programme. Goldman Sachs will
carry out the instruction through the acquisition of A Ordinary
Shares in the Company on the London Stock Exchange and/or Cboe
Europe Limited through the BXE and CXE order books, and/or
Turquoise. Shares purchased by Goldman Sachs will be on-sold by
Goldman Sachs to the Company, and any purchases of Shares by the
Company from Goldman Sachs will be carried out on the London Stock
Exchange.
The Share Purchase Programme will be executed by the Company in
accordance with the Market Abuse Regulation 596/2014 and Commission
Delegated Regulation (EU) 2016/1052 (in each case as they form part
of UK law pursuant to the European Union (Withdrawal) Act 2018),
the General Meeting Authority and Chapter 12 of the Listing Rules
of the Financial Conduct Authority (to which the Company will
voluntarily comply with as an issuer with a standard listing).
Capitalised terms used in this announcement have the meanings
given to them in the announcement of the Company dated 28 September
2023 in respect of the Tender Offer.
Contact information
Investor Relations
David Hancock, VP Finance, Strategy & IR -
investors@deliveroo.co.uk
Tim Warrington, Investor Relations Director
Rohan Chitale, Investor Relations Director
Media Relations
Joe Carberry, VP Policy & Communications -
joe.carberry@deliveroo.co.uk
Teneo, James Macey White, Jessica Reid - deliveroo@teneo.com
Advisers
Joint Financial Advisers & Corporate Brokers
Barclays, Nicola Tennent and Rob Mayhew
Goldman Sachs, Bertie Whitehead and Louise Courtney
Legal Adviser
Freshfields Bruckhaus Deringer LLP
Upcoming events
Capital markets event : 29 November 2023
About Deliveroo plc
Deliveroo is an award-winning delivery service founded in 2013
by William Shu and Greg Orlowski. Deliveroo works with
approximately 183,000 best-loved restaurants and grocery partners,
as well as around 135,000 riders to provide the best food delivery
experience in the world. Deliveroo is headquartered in London, with
offices around the globe. Deliveroo operates across 10 markets,
including Belgium, France, Hong Kong, Italy, Ireland, Kuwait,
Qatar, Singapore, United Arab Emirates and the United Kingdom.
Further information regarding Deliveroo is available on the
Company's website at https://corporate.deliveroo.co.uk/ .
IMPORTANT NOTICE
This announcement does not constitute or form part of an offer
or invitation, or a solicitation of any offer or invitation, to
purchase any Ordinary Shares or other securities.
The full terms and conditions of the Tender Offer are set out in
the Circular.
Goldman Sachs International ("Goldman Sachs"), which is
authorised by the Prudential Regulation Authority and regulated in
the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for
Deliveroo and for no-one else in connection with the Return of
Value and will not be responsible to any person other than
Deliveroo for providing the protections afforded to clients of
Goldman Sachs or for providing advice in relation to the matters
described in this announcement.
Barclays Bank PLC ("Barclays"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Deliveroo and for no-one else
in connection with the Return of Value and will not be responsible
to any person other than Deliveroo for providing the protections
afforded to clients of Barclays or for providing advice in relation
to the matters described in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Barclays and Goldman Sachs (the "Financial
Advisers") under FSMA or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction
where the exclusion of liability under the relevant regulatory
regime would be illegal, void or unenforceable: (i) none of the
Financial Advisers or any persons associated or affiliated with
either of them accepts any responsibility whatsoever or makes any
warranty or representation, express or implied, in relation to the
contents of this announcement, including its accuracy, completeness
or verification or for any other statement made or purported to be
made by, or on behalf of it, Deliveroo or the Directors, in
connection with Deliveroo and/or the Tender Offer; and (ii) each of
the Financial Advisers and each of their respective affiliates
accordingly disclaims, to the fullest extent permitted by law, all
and any liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise be
found to have in respect of this announcement or any such
statement. No representation or warranty, express or implied, is
made by any of the Financial Advisers or any of their respective
affiliates as to the accuracy, completeness, verification or
sufficiency of the information set out in this announcement, and
nothing in this document will be relied upon as a promise or
representation in this respect, whether or not as to the past or
future.
Cautionary statement regarding forward-looking statements
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
involve known and unknown risks and uncertainties, many of which
are beyond our control and all of which are based on the Directors'
current beliefs and expectations about future events.
Forward-looking statements are sometimes identified by the use of
forward-looking terminology such as "believe", "expect", "may",
"will", "would", "could", "should", "shall", "risk", "intend",
"estimate", "aim", "plan", "predict", "continue", "assume",
"positioned", "anticipate", "hope" or "target" or the negative
thereof, other variations thereon or comparable terminology. These
forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
announcement and include statements regarding our intentions,
beliefs or current expectations concerning, among other things, the
future results of operations, financial condition, liquidity,
prospects, growth, strategies, our dividend policy, and the
industry in which we operate.
These forward-looking statements and other statements contained
in this announcement regarding matters that are not historical
facts involve predictions and by their nature, forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances. No assurance can be given that
such future results will be achieved; actual events or results may
differ materially as a result of risks and uncertainties we face.
Such risks and uncertainties could cause actual results to vary
materially from the future results indicated, expressed, or implied
in such forward-looking statements.
Such forward-looking statements contained in this announcement
speak only as of the date of this announcement, and such
forward-looking statements based on past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. The Company, the Directors
and the Financial Advisers and their respective affiliates
expressly disclaim any obligation or undertaking to update these
forward-looking statements contained in the document to reflect any
change in their expectations or any change in events, conditions,
or circumstances on which such statements are based unless required
to do so by applicable law, the Prospectus Regulation Rules, the
Listing Rules, or the Disclosure Guidance and Transparency Rules of
the FCA or Regulation (EU) 596/2014, which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended from
time to time (the "UK Market Abuse Regulation").
No statement in this announcement or incorporated by reference
into this announcement is intended to constitute a profit forecast
or profit estimate for any period, nor should any statement be
interpreted to mean that earnings or earnings per share will
necessarily be greater or less than those for the preceding
financial periods of the Company.
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END
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