Tender Offer Results

Deliveroo PLC

31 October 2023

 

31 October 2023

Deliveroo plc
Results of Tender Offer: returning full £250 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 £250 million

●    Result will bring the total return of capital announced and completed in 2023 to £300 million through combination of Tender Offer and expected completion of £50 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 £250 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 £250 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 £5.8 million, to complete the residual amount outstanding from the £50 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 £44.2 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 - [e-mail]

Tim Warrington, Investor Relations Director
Rohan Chitale, Investor Relations Director

Media Relations

Joe Carberry, VP Policy & Communications - [e-mail] 

Teneo, James Macey White, Jessica Reid - [e-mail]   

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.

 

END