Tender Offer

Deliveroo PLC

28 September 2023

 

28 September 2023

Proposed tender offer

Deliveroo plc

Deliveroo proposes tender offer to return up to £250 million to shareholders

Further to the statement made on 10 August 2023, in which Deliveroo plc ("Deliveroo" or "the Company") announced its intention to return £250 million to shareholders (the "Return of Value"), Deliveroo today announces the proposed return of up to £250 million to shareholders by way of a tender offer (the "Tender Offer").

Highlights of the Tender Offer

●    Proposed Tender Offer to shareholders to return up to £250 million at a price of between 115 pence per share and 135 pence per share by acquiring up to 217,391,304 A Ordinary Shares.

●    Tender Offer price range represents

○    a premium of 6 per cent to 24 per cent to the closing price of A Ordinary Shares on 26 September 2023 (being the latest practicable date prior to the release of this announcement) (the "Closing Price"); or

○    a discount of 3 per cent to a premium of 14 per cent to the volume-weighted average price (VWAP) of A Ordinary Shares over the last 90 days to 26 September 2023 (the "90-day VWAP").

●    Tender Offer subject to shareholder approval; Circular to be published today.

●    Tender Offer opens on 29 September 2023 and will close at 1.00 p.m. on 27 October 2023.

●    Tender proceeds expected to be despatched to Shareholders in early November 2023.

On 10 August 2023, Deliveroo announced its intention to return £250 million to shareholders. This is in addition to the £50 million return announced in March 2023 (the "£50 Million Buyback Programme"), bringing the total capital return to shareholders announced in 2023 to £300 million, equivalent to approximately 30 per cent of net cash at the start of 2023. The Return of Value represents the structural surplus of cash in the business following the Company's review of its capital structure, growth opportunities and required cash balances, both now and in the future.

The Board has decided to return up to £250 million by way of a Tender Offer, after consulting with shareholders and having appropriately considered the preferences expressed in respect of potential distribution mechanisms. Qualifying Shareholders are therefore invited to tender some or all of their A Ordinary Shares at a price within the range of the minimum price of 115 pence per share and the maximum price of 135 pence per share.

Having received confirmation from Will Shu, the holder of all of the issued B Ordinary Shares, that he would not participate in the Tender Offer, the Board has determined that only A Ordinary Shares will be eligible for tender pursuant to the Tender Offer. Each of the Directors has confirmed that he or she does not intend to tender through the Tender Offer any of his or her individual holdings of A Ordinary Shares of the Company.

If the full £250 million is not returned to shareholders through the Tender Offer, the Board intends to undertake a second phase of the Return of Value to return any remaining balance. The Board intends to return any such balance by way of an on-market share buyback of A Ordinary Shares and/or a special dividend (the "Special Dividend") payable to A Ordinary Shareholders and B Ordinary Shareholders (potentially with accompanying Share Consolidation, if appropriate), with the distribution mechanism being influenced by the size of any remaining balance that had not been returned via the Tender Offer.

Deliveroo has bought back 40,668,480 A Ordinary Shares, for a total gross purchase consideration of £44.2 million, pursuant to the £50 Million Buyback Programme and does not intend to undertake any buybacks of A Ordinary Shares between the publication of the Circular and the announcement of the results of the Tender Offer. Accordingly, as of 28 September 2023, the £50 Million Buyback Programme has been terminated. It is anticipated that, following the completion of the Tender Offer, the residual amount of the £50 Million Buyback Programme will be returned to shareholders either by combining such return with any on-market buyback being executed in connection with the second phase of the Return of Value or by way of a separate on-market buyback.

Key elements of the Tender Offer

●    Up to £250 million is available to be returned to Qualifying Shareholders via the purchase of up to 217,391,304 A Ordinary Shares (representing up to approximately 12 per cent of Deliveroo's Issued Ordinary Share Capital, or up to approximately 6 per cent of the total voting rights of the Company, including the voting rights in respect of the B Ordinary Shares).

●    The Tender Offer price will be set by way of a Dutch auction within the range of 115 pence per share and 135 pence per share, representing

○    a premium of 6 per cent to 24 per cent to the Closing Price; or

○    a discount of 3 per cent to a premium of 14 per cent to the 90-day VWAP.

●    A Ordinary Shares may be tendered at one of the specified prices within the range of 115 pence per share and 135 pence per share. All successfully tendered A Ordinary Shares will be acquired at a single price (the "Strike Price", as described in further detail in section 2 below of this announcement).

●    The Tender Offer is conditional on, among other things, the approval of shareholders, which will be sought at a general meeting of the Company to be held at Freshfields Bruckhaus Deringer, 100 Bishopsgate, London, EC2P 2SR on 16 October 2023 (the "General Meeting").

○    The Company will also seek the required authority to undertake the potential second phase of the Return of Value at the General Meeting.

●    The Tender Offer will open on 29 September 2023 and will close at 1.00 p.m. on 27 October 2023, unless such dates are altered by means of an announcement through a Regulatory Information Service.

●    The absolute price (in pence per A Ordinary Share) to be paid to successfully participating Qualifying Shareholders will be announced promptly once it has been determined, which is expected to be on 31 October 2023.

●    Proceeds are expected to be despatched in early November 2023 to Shareholders who successfully tender A Ordinary Shares.

●    The Directors have committed to vote in favour of the proposed resolutions and not to participate in the Tender Offer in respect of their individual holdings of A Ordinary Shares.

Benefits of the Tender Offer

The benefits of the Tender Offer for shareholders as a whole are that:

●    it is available to all Qualifying Shareholders regardless of the size of their holdings;

●    it provides Qualifying Shareholders who wish to reduce their holdings of A Ordinary Shares with an opportunity to do so at a market-driven price with an appropriate premium; and

●    it permits Shareholders who wish to retain their current investment in Deliveroo and their A Ordinary Shares to do so and no shareholder is required to participate in the Tender Offer.

A shareholder circular (the "Circular") containing the full terms and conditions of the Tender Offer and instructions to Qualifying Shareholders on how to tender their A Ordinary Shares should they wish to do so, and convening the General Meeting, will be despatched to shareholders today.

The Circular will also be available on the Company's website at https://corporate.deliveroo.co.uk/. Copies of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/nsm.

This summary should be read in conjunction with the full text of the announcement and the Circular.

This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is being released on behalf of Deliveroo PLC by Catherine Sukmonowski, Company Secretary.

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

Q3 2023 trading update: 19 October 2023

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 182,000 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/.

DELIVEROO PLC

PROPOSED RETURN OF UP TO £250 MILLION TO SHAREHOLDERS BY WAY OF TENDER OFFER FOR UP TO 217,391,304 A ORDINARY SHARES

Deliveroo plc ("Deliveroo" or the "Company") announces the proposed return of up to £250 million to its shareholders (the "Shareholders") by way of a tender offer by acquiring up to 217,391,304 A Ordinary Shares at a price of between 115 pence per share and 135 pence per share (the "Tender Offer").

1.   BACKGROUND TO AND BENEFITS OF THE TENDER OFFER

Background to the Tender Offer

On 10 August 2023, Deliveroo announced its intention to return £250 million to shareholders (the "Return of Value"). The Return of Value is in addition to the £50 million return announced in March 2023 (the "£50 Million Buyback Programme"), bringing the total capital return to shareholders announced in 2023 to £300 million, equivalent to approximately 30 per cent. of net cash at the start of 2023. The Return of Value represents the structural surplus of cash in the business following the Company's review of its capital structure, growth opportunities and required cash balances, both now and in the future.

The Board has decided to return up to £250 million by way of a Tender Offer, after consulting with shareholders and having appropriately considered the preferences expressed in respect of potential distribution mechanisms. Qualifying Shareholders are therefore invited to tender some or all of their A Ordinary Shares for purchase on the terms and subject to the conditions set out in the Circular. Having received confirmation from Will Shu, the holder of all of the issued B Ordinary Shares, that he would not participate in the Tender Offer, the Board has determined that only A Ordinary Shares will be eligible for tender pursuant to the Tender Offer.

If the full £250 million is not returned to shareholders through the Tender Offer, the Board intends to undertake a second phase of the Return of Value to return any remaining balance. The Board intends to return any such balance by way of an on-market share buyback of A Ordinary Shares and/or a special dividend (the "Special Dividend") payable to A Ordinary Shareholders and B Ordinary Shareholders (potentially with accompanying Share Consolidation, if appropriate), with the distribution mechanism being influenced by the size of any remaining balance that had not been returned via the Tender Offer.

Qualifying Shareholders are not required to tender any or all of their A Ordinary Shares if they do not wish to do so.

A shareholder circular (the "Circular") containing the full terms and conditions of the Tender Offer and instructions to Qualifying Shareholders on how to tender their A Ordinary Shares should they wish to do so, and convening the General Meeting, will be despatched to shareholders today. The Circular will also be available on the Company's website at https://corporate.deliveroo.co.uk/.

Why is Deliveroo pursuing the Tender Offer?

In line with the Company's announcement of its intention to return £250 million of capital to shareholders, the Board has considered the different ways of returning these funds, and has consulted with shareholders and appropriately considered their preferences for the potential distribution mechanism. Following that consultation, the Board concluded that a Tender Offer is the best way to return a significant amount of capital to shareholders in a short space of time, taking account of the relative costs, complexity and timeframes of the various possible methods, as well as the likely tax treatment for shareholders. The Board recognises that the Tender Offer may not return the full £250 million so has set out a route to effectively return any amount not returned via the Tender Offer.

Benefits of the Tender Offer for shareholders

The benefits of the Tender Offer for shareholders as a whole are that:

●    it is available to all Qualifying Shareholders regardless of the size of their holdings;

●    it provides Qualifying Shareholders who wish to reduce their holdings of A Ordinary Shares with an opportunity to do so at a market-driven price with an appropriate premium; and

●    it permits shareholders who wish to retain their current investment in Deliveroo and their A Ordinary Shares to do so and no shareholder is required to participate in the Tender Offer.

General Meeting to approve the Tender Offer and the potential further phase of the Return of Value

The Tender Offer will require the approval of shareholders at a general meeting of the Company, which will be held at the offices of Freshfields Bruckhaus Deringer, 100 Bishopsgate, London, EC2P 2SR on 16 October 2023 at 9:00 a.m. (the "General Meeting").

There is no guarantee that the Tender Offer will return the full sum of £250 million to Qualifying Shareholders. If the full £250 million is not returned through the Tender Offer, the Board intends to return any remaining balance by way of an on-market share buyback of A Ordinary Shares and/or a Special Dividend payable to A Ordinary Shareholders and B Ordinary Shareholders (potentially with accompanying Share Consolidation, if appropriate), with the distribution mechanism being influenced by the size of any remaining balance that had not been returned via the Tender Offer. The Company is therefore also taking the opportunity at the General Meeting to consider certain matters in addition to the Tender Offer Resolution which would require shareholder approval if, to complete the Return of Value, a new buyback were to be executed and/or a Special Dividend were to be paid (with accompanying Share Consolidation, if appropriate), including:

●    a resolution authorising the Company to purchase up to a maximum of 182,065,298 A Ordinary Shares, representing approximately 10 per cent. of the Issued Ordinary Share Capital as at the Latest Practicable Date, which the Board intends to use to return to shareholders some or all of the balance not returned through the Tender Offer (the "New Buyback Authority"). This New Buyback Authority would replace the Existing Buyback Authority, which was approved at the Company's AGM on 24 May 2023; and

●    a resolution authorising the Board to effect a consolidation and sub-division of the Company's share capital (the "Share Consolidation"), which may be appropriate if a Special Dividend is paid to ensure that the market price per New A Ordinary Share immediately after the payment of the Special Dividend would be approximately equal to the market price per A Ordinary Share immediately before such payment.

By requesting these authorities now, the Board is seeking to ensure that the Company will be able to act quickly and without the delay and cost of convening a further general meeting if the Board does subsequently decide to return a portion of the £250 million not returned by the Tender Offer by way of a repurchase of A Ordinary Shares or payment of a Special Dividend (with accompanying Share Consolidation, if appropriate).

It is noted that there is no guarantee that, if the full £250 million is not returned through the Tender Offer, any repurchase of A Ordinary Shares or Special Dividend for any balance not returned will be executed or paid, as such matters will be subject to the determination of the Board at the relevant time, including an assessment of prevailing equity market conditions, the capital needs of the Group, the sufficiency of distributable reserves and other factors. The Board reserves the right to pursue alternative uses of the available funds, including for alternative share buybacks or dividends, or investment purposes.

£50 Million Buyback Programme

Deliveroo has bought back 40,668,480 A Ordinary Shares, for a total gross purchase consideration of £44,241,110, pursuant to the £50 Million Buyback Programme and does not intend to undertake any buybacks of A Ordinary Shares between publication of the Circular and the announcement of the results of the Tender Offer, which is expected to be on 31 October 2023. Accordingly, as of 28 September 2023, the Group has terminated the £50 Million Buyback Programme. It is anticipated that, following completion of the Tender Offer, the residual amount of the £50 Million Buyback Programme that was not returned to shareholders prior to termination will be returned to shareholders in either of the following ways:

●    should the Tender Offer not return the full £250 million and should the Board determine to distribute any balance by way of an on-market share buyback, the residual amount from the £50 Million Buyback Programme will be added to this balance and will be distributed by way of an on-market share buyback; or

●    if the Tender Offer is successfully implemented, the Company will distribute the residual amount by way of a separate on-market share buyback.

2.   THE TENDER OFFER

Overview of the Tender Offer

It is proposed that up to 217,391,304 A Ordinary Shares (representing approximately 12 per cent. of the Issued Ordinary Share Capital as at the Latest Practicable Date) be purchased under the Tender Offer, for a maximum aggregate cash consideration of £250 million.

All Qualifying Shareholders who are on the Register at 6.00 p.m. on 27 October 2023 are entitled, but not required, to tender some or all of their A Ordinary Shares for purchase by Goldman Sachs, acting as principal, pursuant to the requirements set out in the Circular.

Subject to satisfaction of the conditions to the Tender Offer, A Ordinary Shares which are successfully tendered under the Tender Offer will be purchased at a single price per A Ordinary Share (referred to as the "Strike Price"), which will be determined at the end of the Tender Offer period in accordance with the mechanism summarised below and set out in detail in the Circular.

The price at which A Ordinary Shares will be purchased will be set in a manner that ensures that as much of the £250 million as possible is returned to Shareholders, and that as many A Ordinary Shares as possible are acquired, up to a limit of 217,391,304 A Ordinary Shares (which represents approximately 12 per cent. of the Issued Ordinary Share Capital at the Latest Practicable Date).

The Tender Offer is to be effected by Goldman Sachs (acting as principal and not as agent, nominee or trustee) purchasing A Ordinary Shares from Shareholders. Goldman Sachs, in turn, has the right to require the Company to purchase from it, and can be required by the Company to sell to it, such A Ordinary Shares at the Strike Price under an option agreement (the "Option Agreement"). All A Ordinary Shares purchased by the Company from Goldman Sachs pursuant to the Option Agreement will be cancelled.

Full details of the Tender Offer, including the terms and conditions on which it is made, will be set out in the Circular, which shareholders are advised to read in full. 

Options available to Shareholders in respect of the Tender Offer

Qualifying Shareholders are not obliged to tender any A Ordinary Shares if they do not wish to do so. If no action is taken by Qualifying Shareholders, there will be no change to the number of A Ordinary Shares that they hold and they will receive no cash as a result of the Tender Offer.

Qualifying Shareholders who wish to participate in the Tender Offer can tender their A Ordinary Shares in the following ways:

A.   submit a tender to sell some or all of their A Ordinary Shares at whatever price is ultimately determined under the terms of the Tender Offer to be the Strike Price (referred to as a "Strike Price Tender"), without selecting one of the specified Latest Practicable Date-based prices within the Price Range; or

B.   submit a tender to sell some or all of their A Ordinary Shares at one of the following specified prices within the Price Range:

i.    115 pence, representing a premium of 6 per cent. to the closing price of A Ordinary Shares as at the Latest Practicable Date (the "Closing Price") and a 3 per cent. discount to the volume-weighted average price (VWAP) of A Ordinary Shares over the last 90 days to 26 September (the "90-day VWAP") (the "Minimum Price");

ii.    120 pence, being an amount equal to the Minimum Price plus 5 pence (i.e. equivalent to a premium of 11 per cent. to the Closing Price and a 1 per cent. premium to the 90-day VWAP);

iii.   125 pence, being an amount equal to the Minimum Price plus 10 pence (i.e. equivalent to a premium of 15 per cent. to the Closing Price and a 6 per cent. premium to the 90-day VWAP);

iv.   130 pence, being an amount equal to the Minimum Price plus 15 pence (i.e. equivalent to a premium of 20 per cent. to the Closing Price and a 10 per cent. premium to the 90-day VWAP); and

v.   135 pence, being an amount equal to the Minimum Price plus 20 pence (i.e. equivalent to a premium of 24 per cent. to the Closing Price and a 14 per cent. premium to the 90-day VWAP) (the "Maximum Price"),

(the prices in (i) to (v) being the "Price Range"); or

C.   submit a tender at more than one of the prices within the Price Range (which could include a Strike Price Tender).

The total number of A Ordinary Shares tendered by any Qualifying Shareholder must not exceed the total number of A Ordinary Shares registered in the name of that Qualifying Shareholder at the Record Date. For example, a Qualifying Shareholder may decide to tender 50 per cent. of its, his or her A Ordinary Shares at the Maximum Price and 50 per cent. as a Strike Price Tender, but a tender purporting to offer for sale 100 per cent. of a Qualifying Shareholder's A Ordinary Shares at the Maximum Price and 100 per cent. as a Strike Price Tender would be invalid and therefore such Qualifying Shareholder would not be able to participate in the Tender Offer.

Once made, any tender of A Ordinary Shares will be irrevocable.

Any tender other than a Strike Price Tender must be made at one of the specified prices within the Price Range.

The Tender Offer will open on 29 September 2023 (unless such date is altered) and tenders must not be submitted before that date. Tenders submitted before that date will not be accepted. The Tender Offer will close at 1.00 p.m. on 27 October 2023 and tenders received after that time will not be accepted (unless the Closing Date is extended). In respect of participants in the Deliveroo Nominee Service online Tender Offer elections need to be made by 1.00 p.m. on 24 October 2023. Individuals who hold their shares in Shareworks should refer to the separate communication being made to them for information on how to participate in the Tender Offer and the relevant timetable for participating in the Tender Offer.

Shareholders should note that the Tender Offer is conditional on, among other things, the passing of the Tender Offer Resolution set out in the Notice of General Meeting.

Price which Shareholders will receive in respect of A Ordinary Shares they successfully tender

A single price per A Ordinary Share, known as the Strike Price, will be paid in respect of all A Ordinary Shares purchased by Goldman Sachs pursuant to the Tender Offer. The Strike Price will be set after the Closing Date, once all of the tenders have been reviewed.

The Strike Price will be:

●    the lowest price per A Ordinary Share in the Price Range at which any valid tender is made which would enable the greatest number of A Ordinary Shares (whether or not such number equals, exceeds or is less than 217,391,304 A Ordinary Shares) to be purchased for a total cost equal to at least £250 million;

●    if the aggregate value at the highest price of any valid tender of all A Ordinary Shares validly tendered by Shareholders is less than £250 million, the highest price at which any valid tender is made; or

●    if no valid tenders are received other than Strike Price Tenders (being tenders to sell at whatever the Strike Price is determined to be), the Minimum Price,

and acceptance of tenders will then be subject, where applicable, to the scaling-down arrangements summarised below.

Number of A Ordinary Shares that will be purchased pursuant to the Tender Offer

If the aggregate value at the Strike Price of all validly tendered A Ordinary Shares is £250 million or less, then all A Ordinary Shares validly tendered will be accepted and purchased at the Strike Price.

In the event that the aggregate value at the Strike Price of all validly tendered A Ordinary Shares exceeds £250 million, not all of the A Ordinary Shares validly tendered will be accepted and purchased and the priority of acceptances will depend on whether the Strike Price is at or above the Minimum Price:

A.   if the aggregate value at the Strike Price of all validly tendered A Ordinary Shares exceeds £250 million and the Strike Price is above the Minimum Price, tenders will be accepted (or, as the case may be, rejected) in the following order:

i.    all A Ordinary Shares validly tendered at a price below the Strike Price or as a Strike Price Tender will be accepted and purchased in full;

ii.    valid tenders of A Ordinary Shares at the price in the Price Range which is determined to be the Strike Price will be scaled down pro rata to the number of A Ordinary Shares tendered at that price, and will be accepted and purchased, such that the total cost of A Ordinary Shares purchased pursuant to the Tender Offer does not exceed £250 million; and

iii.   all A Ordinary Shares tendered at a price which ends up being higher than the Strike Price will be rejected and will not be purchased by Goldman Sachs.

B.   if the aggregate value at the Strike Price of all validly tendered A Ordinary Shares exceeds £250 million and the Strike Price is at the Minimum Price, tenders will be accepted (or, as the case may be, rejected) in the following order:

i.    A Ordinary Shares validly tendered as a Strike Price Tender or at the Minimum Price will be accepted and purchased in full only up to the Guaranteed Entitlement for the relevant holding of A Ordinary Shares;

ii.    valid tenders of A Ordinary Shares submitted as a Strike Price Tender or at the Minimum Price in excess of the Guaranteed Entitlement for the relevant holding of A Ordinary Shares will be scaled down pro rata to the total number of such A Ordinary Shares tendered in those ways in excess of the Guaranteed Entitlement and will be accepted and purchased such that the total cost of Ordinary Shares purchased pursuant to the Tender Offer does not exceed £250 million; and

iii.   all Ordinary Shares tendered at a price higher than the Minimum Price will be rejected and will not be purchased by Goldman Sachs, and the Guaranteed Entitlement will not apply to such A Ordinary Shares.

Guaranteed Entitlement

The Guaranteed Entitlement is only relevant if the Tender Offer is oversubscribed and the Strike Price is determined to be the Minimum Price. Tenders in respect of up to approximately 12 per cent. of each holding of A Ordinary Shares of every Qualifying Shareholder on the Record Date will be accepted in full at the Minimum Price and will not be scaled down, provided that such A Ordinary Shares are validly tendered as Strike Price Tenders or at the Minimum Price. This percentage is known as the "Guaranteed Entitlement". For the avoidance of doubt, if the Strike Price is above the Minimum Price all A Ordinary Shares that are validly tendered as Strike Price Tenders or at a price below the Strike Price will be accepted in full.

Qualifying Shareholders may tender A Ordinary Shares in excess of their Guaranteed Entitlement. However, if the Tender Offer is oversubscribed and the Strike Price is determined to be the Minimum Price, the tender of such excess A Ordinary Shares will only be successful to the extent that other Shareholders have tendered less than their Guaranteed Entitlement at the Minimum Price or as a Strike Price Tender.

Circumstances in which the Tender Offer may not proceed

There is no guarantee that the Tender Offer will take place. The Tender Offer is conditional on the passing of the Tender Offer Resolution set out in the Notice of General Meeting. The Tender Offer is also conditional on other matters, including:

●    receipt of valid tenders in respect of at least 18,206,529 A Ordinary Shares (representing approximately 1 per cent. of the Issued Ordinary Share Capital as at the Latest Practicable Date) by 1.00 p.m. on the Closing Date and there continuing to be valid tenders in respect of at least such number of A Ordinary Shares; and

●    the Tender Offer not having been terminated in accordance with its terms and the Company having confirmed to Goldman Sachs that it will not exercise its right to require Goldman Sachs not to proceed with the Tender Offer.

The Board has reserved the right, at any time prior to the Tender Offer becoming unconditional, to require Goldman Sachs not to proceed with the Tender Offer if the Board concludes that the implementation of the Tender Offer is no longer in the best interests of the Company and/or shareholders as a whole. The Board has also reserved the right, at any time prior to the announcement of the results of the Tender Offer, with the prior consent of Goldman Sachs, to revise the aggregate value of the Tender Offer, or to extend the period during which the Tender Offer is open, based on market conditions and/or other factors, subject to compliance with applicable legal and regulatory requirements.

If the Tender Offer does not occur, the Group will have on its balance sheet the £250 million of cash that is proposed to be returned. The Board is of the opinion that, subject to any value-creating alternatives, this cash is surplus to the requirements of the Group and that it would be in the best interests of the Company and shareholders as a whole not to retain this cash on the Group's balance sheet but to return it to shareholders by other means, as the Board currently intends to do pursuant to the second phase of the Return of Value described in this announcement.

Results announcement and Unconditional Date

As set out in the timetable below, it is expected that the results of the Strike Price and Tender Offer will be announced on 31 October 2023, at which time the Tender Offer is expected to become unconditional subject to the remaining Conditions described in the Circular. Until such time as the Tender Offer becomes unconditional, the Tender Offer will be subject to the Conditions described in the Circular. Settlement is then expected to take place as set out in the timetable below.

Full terms and conditions of the Tender Offer

Full details of the Tender Offer, including the terms and conditions on which it is made and some questions and answers related to the Return of Value are set out in the Circular.

3.   EXPECTED TIMETABLE

Tender Offer opens (subject to the passing at the General Meeting of Resolution 1 set out in the Notice of General Meeting)	29 September 2023
Latest time and date for receipt of electronic votes from Deliveroo Nominee Services Participants for the General Meeting	9.00 a.m. on 11 October 2023
Latest time and date for receipt of Forms of Proxy for the General Meeting	9.00 a.m. on 12 October 2023
General Meeting	9.00 a.m. on 16 October 2023
Announcement of results of the General Meeting	16 October 2023
Latest time and date for receipt of online Tender Offer election instructions for tendered A Ordinary Shares for Deliveroo Nominee Service Participants	1.00 p.m. on 24 October 2023
Latest time and date for receipt of Tender Forms and share certificates or other documents of title for tendered certificated A Ordinary Shares (i.e. close of the Tender Offer)	1.00 p.m. on 27 October 2023
Latest time and date for settlement of TTE Instructions for tendered uncertificated A Ordinary Shares (i.e. close of the Tender Offer)	1.00 p.m. on 27 October 2023
Record Date for the Tender Offer	6.00 p.m. on 27 October 2023
Announcement of the Strike Price and the results of the Tender Offer	31 October 2023
Unconditional Date for the Tender Offer and purchase of A Ordinary Shares under the Tender Offer	31 October 2023
CREST accounts credited with unsuccessfully tendered uncertificated A Ordinary Shares	By 1 November 2023
Deliveroo Nominee Service accounts updated reflecting the number of A Ordinary Shares successfully tendered	By 1 November 2023
CREST accounts credited in respect of Tender Offer proceeds for uncertificated A Ordinary Shares	7 November 2023
Cheques despatched in respect of Tender Offer proceeds for certificated A Ordinary Shares and Deliveroo Nominee Service Participants	16 November 2023
Return of share certificates in respect of unsuccessful tenders of certificated A Ordinary Shares	16 November 2023
Despatch of balance share certificates in respect of unsold A Ordinary Shares in certificated form	16 November 2023

* All references to times in the timetable above are to London times.

** Individuals who hold their shares in Shareworks should also refer to the separate communication from Shareworks for information on the relevant timetable for participating in the Tender Offer.

4.   DIVIDENDS

Deliveroo does not expect to declare or pay any ordinary dividends for the foreseeable future, as stated in Deliveroo's 2023 Interim Financial Report. It is not expected that the Tender Offer will have any impact on Deliveroo's intentions in respect of ordinary dividends.

5.   GENERAL MEETING

Implementation of the Tender Offer requires the approval of certain matters by shareholders at a general meeting of the Company. Accordingly a notice is set out in the Circular convening the General Meeting to be held at the offices of Freshfields Bruckhaus Deringer, 100 Bishopsgate, London, EC2P 2SR at 9.00 a.m. on 16 October 2023.

Four resolutions will be proposed at the General Meeting. Three of the Resolutions are special resolutions, the passing of which requires at least 75 per cent. of the votes cast (whether in person or by proxy) to be in favour. One of the Resolutions is an ordinary resolution, the passing of which requires more than 50 per cent. of the votes cast (whether in person or by proxy) to be in favour.

Resolution 1, which is a special resolution, seeks authority to make market purchases of A Ordinary Shares in connection with the Tender Offer. The Resolution specifies the maximum number of A Ordinary Shares which may be acquired, and the minimum price and maximum price at which A Ordinary Shares may be acquired, pursuant to this authority. The authority sought will expire on 31 December 2023.

Resolution 2, which is an ordinary resolution, seeks shareholder approval of the Share Consolidation which (if appropriate) may be implemented in the event that all or part of any further stage of the Return of Value is undertaken by payment of a Special Dividend.

Resolution 3, which is a special resolution, proposes that, conditional on the Share Consolidation taking effect, the Articles of the Company be amended by substituting the nominal value of the New A Ordinary Shares and New B Ordinary Shares.

Resolution 4, which is a special resolution, seeks authority to make market purchases of A Ordinary Shares as described in the Circular. The resolution specifies the maximum number of A Ordinary Shares that may be acquired, and the minimum price and maximum price at which A Ordinary Shares may be acquired, pursuant to this authority. The authority sought will expire at the conclusion of the AGM of the Company to be held in 2024 or, if earlier, 23 August 2024.

6.   FINANCIAL ADVICE

The Board has received financial advice from Barclays and Goldman Sachs in relation to the Return of Value. In providing their financial advice, Barclays and Goldman Sachs have relied upon the Board's commercial assessments.

7.   RECOMMENDATION

The Board considers the Return of Value and the Resolutions to be in the best interests of shareholders as a whole. Accordingly, the Board recommends that shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors intend to do for their respective individual beneficial holdings of, in aggregate, 965,164 A Ordinary Shares and (in the case of Will Shu) 102,508,168 B Ordinary Shares, representing approximately 54 per cent. of the voting rights as at the Latest Practicable Date.

The Board makes no recommendation to shareholders in relation to participation in the Tender Offer itself. Whether or not shareholders decide to tender all or any of their A Ordinary Shares will depend on, among other things, their view of Deliveroo's prospects and their own individual circumstances, including their tax position. Shareholders need to take their own decision and are recommended to consult their duly authorised independent advisers.

8.   DIRECTORS' INTENTIONS

Each of the Directors has confirmed that he or she does not intend to tender through the Tender Offer any of his or her individual holdings of A Ordinary Shares of the Company.

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

"90-day VWAP" has the meaning given to that term in paragraph 2.2(b)(i) of Part II (Letter from the Chair) in the Circular;

"£50 Million Buyback Programme" has the meaning given to that term in paragraph 1.1 of Part II (Letter from the Chair) in the Circular;

"A Ordinary Shares" means the A Ordinary Shares in the capital of the Company with a nominal value of £0.005;

"AGM" means the Annual General Meeting of the Company;

"Articles" means the Articles of Association of the Company as amended from time to time;

"B Ordinary Shares" means the B Ordinary Shares in the capital of the Company with a nominal value of £0.005;

"Barclays" means Barclays Bank PLC;

"Board" or "Directors" means the board of directors of Deliveroo plc;

"Certificated or in certificated form" means recorded on the Register as being held in certificated form (that is, not in CREST);

"Circular" means the circular from the Company dated 28 September 2023;

"Closing Date" means 27 October 2023 or such other date as may be determined in accordance with paragraph 2.24 of Part IV (Details of the Tender Offer) in the Circular;

"Closing Price" has the meaning given to that term in paragraph 2.2(b)(i) of Part II (Letter from the Chair) in the Circular;

"Company" or "Deliveroo" means Deliveroo plc, a public limited company incorporated in England and Wales with registered number 13227665, whose registered office is at The River Building, Level 1, Cannon Bridge House, 1 Cousin Lane, London, United Kingdom, EC4R 3TE;

"Conditions" has the meaning given to that term in paragraph 2.1 of Part IV (Details of the Tender Offer) in the Circular;

"CREST" means the paperless settlement procedure operated by Euroclear enabling system securities to be evidenced otherwise than by certificates and transferred otherwise than by written instrument;

"CREST Manual" means the rules governing the operation of CREST as published by Euroclear and as amended from time to time;

"Deliveroo Nominee Service" means the Deliveroo plc Nominee Service provided by Equiniti Financial Services Limited;

"Deliveroo Nominee Service Participants" means any individual who holds A Ordinary Shares through the Deliveroo Nominee Service;

"Directors" means the directors of Deliveroo plc from time to time;

"Disclosure Guidance and Transparency Rules" means the disclosure guidance and transparency rules made under Transparency Rules Part VI of FSMA (and contained in the FCA's publication of the same name), as amended from time to time;

"Equiniti" or "Receiving Agent" or "Registrar" means Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA, acting in its capacity as Registrar and Receiving Agent;

"Euroclear" means Euroclear UK & Ireland Limited, the operator of CREST;

"Existing Buyback Authority" has the meaning given to that term in paragraph 3.1 of Part II (Letter from the Chair) in the Circular;

"FCA" means Financial Conduct Authority of the United Kingdom;

"Financial Advisers" means Barclays and Goldman Sachs;

"FSMA" means the Financial Services and Markets Act 2000 as amended from time to time;

"General Meeting" means the general meeting of Deliveroo plc to be held at the offices of Freshfields Bruckhaus Deringer LLP at 100 Bishopsgate, London, EC2P 2SR at 9.00 a.m. on 16 October 2023;

"Goldman Sachs" means Goldman Sachs International;

"Group" means Deliveroo together with its subsidiaries and subsidiary undertakings;

"Guaranteed Entitlement" has the meaning given to that term in, as applicable, paragraph 2.5 of Part II (Letter from the Chair) in the Circular;

"Issued Ordinary Share Capital" means the Company's issued ordinary share capital, excluding any treasury shares;

"Latest Practicable Date" means 26 September, being the latest practicable date prior to the Publication of the Circular;

"Listing Rules" means the listing rules made under Part VI of FSMA (and contained in the FCA's publication of the same name), as amended from time to time;

"London Stock Exchange" means London Stock Exchange plc;

"Main Market" means the main market for listed securities maintained by the London Stock Exchange;

"Market Abuse Regulation" means Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, and any implementing legislation, in each case as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018;

"Maximum Price" has the meaning given to that term in paragraph 2.2. of Part II (Letter from the Chair) in the Circular;

"Minimum Price" has the meaning given to that term in paragraph 2.2. of Part II (Letter from the Chair) in the Circular;

"New Buyback Authority" has the meaning given to that term in paragraph 1.4 of Part II (Letter from the Chair) in the Circular;

"Notice of General Meeting" means the notice of the General Meeting which is set out at the end of the Circular;

"Option Agreement" has the meaning given to that term in paragraph 2.1 of Part II (Letter from the Chair) in the Circular;

"Overseas Shareholder" means a shareholder who is resident in, or a citizen of, a jurisdiction outside the United Kingdom;

"Price Range" has the meaning given to that term in paragraph 2.2 of Part II (Letter from the Chair) in the Circular;

"Qualifying Shareholders" means Shareholders other than those with a registered address in any of the Restricted Jurisdictions;

"Record Date" means 6.00 p.m. on 27 October 2023;

"Register" means the register of members of Deliveroo;

"Regulatory Information Service" means one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information from listed companies;

"Resolutions" means the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting at the end of the circular;

"Restricted Jurisdiction" means Australia, Canada, New Zealand and any country, region or territory which is the subject of any comprehensive Sanctions (including, in each case and without limitation, Cuba, Iran, North Korea, Syria, Russia, the Crimea Region of Ukraine, the so-called Donetsk People's Republic and the so-called Luhansk People's Republic;

"Return of Value" has the meaning given to that term in paragraph 1.1 of Part II (Letter from the Chair) in the Circular;

"Sanctions" means any sanctions administer or enforced by the US Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury of the U.S. Department of State, and including, without limitation, the designation as a "specially designated national" or "blocked person"), the United Nations Security Council, the European Union, His Majesty's Treasury, or other relevant governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions;

"Share Consolidation" has the meaning given to that term in paragraph 1.4 of Part II (Letter from the Chair) in the Circular;

"Shareholders" means holders of A Ordinary Shares from time to time;

"Special Dividend" has the meaning given to that term in paragraph 1.1 of Part II (Letter from the Chair) in the Circular;

"Strike Price" means the per share price at which Goldman Sachs will purchase A Ordinary Shares pursuant to the Tender Offer, which will be determined in accordance with the provisions set out in Part IV (Details of the Tender Offer) of the Circular and which in any event shall not exceed the Maximum Price;

"Strike Price Tender" means a tender of A Ordinary Shares at the Strike Price rather than at a specific price within the Price Range;

"Tender Form" means the tender form issued with the Circular to Qualifying Shareholders who hold their A Ordinary Shares in certificated form;

"Tender Offer" means the invitation by Goldman Sachs to Shareholders to tender A Ordinary Shares for purchase by Goldman Sachs on the terms and subject to the conditions set out in the Circular and also, in the case of certificated A Ordinary Shares only, the Tender Form (and, where the context so requires, the associated repurchase of such A Ordinary Shares by the Company from Goldman Sachs);

"Tender Offer Resolution" has the meaning given to that term in paragraph 1.1 of Part II (Letter from the Chair) of the Circular;

"TTE Instruction" means a transfer to escrow instruction (as defined by the CREST Manual);

"UK or United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;

"uncertificated or in uncertificated" means recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;

"Unconditional Date" means the date on and time at which the Tender Offer becomes unconditional, which is expected to be on 31 October 2023;

"US Exchange Act" means the US Securities Exchange Act of 1934;

"US or United States" means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction;

"US Shareholders" has the meaning given to that term in paragraph 2 of Part V (Taxation) of the Circular;

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 will be set out in the Circular, which shareholders are advised to read in full. Any response to the Tender Offer should be made only on the basis of the information 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.

Overseas Shareholders

The making of the Tender Offer in, or to persons who are citizens or nationals of, or resident in, jurisdictions outside the United Kingdom or to custodians, nominees or trustees for citizens, nationals or residents of jurisdictions outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdiction. Shareholders who are Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such Shareholder wishing to tender A Ordinary Shares to satisfy itself, himself or herself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any such Shareholder will be responsible for payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and Goldman Sachs and Deliveroo and any person acting on their behalf shall be fully indemnified and held harmless by such Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay. No steps have been taken to qualify the Tender Offer or to authorise the extending of the Tender Offer or the distribution of the Circular or any Tender Form in any territory outside the United Kingdom.

In particular, the Tender Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone and e-mail) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of the Circular, the Tender Forms and any related documents must not be mailed or otherwise distributed or sent in, into or from any Restricted Jurisdiction, including to Shareholders with registered addresses in any Restricted Jurisdiction other than the mailing by the Company of the Circular for the purposes of giving notice of the General Meeting. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute, send or mail them in, into or from any Restricted Jurisdiction or use such mails or any such means, instrumentality or facility in connection with the Tender Offer, and so doing will render invalid any related purported acceptance of the Tender Offer. Persons wishing to tender pursuant to the Tender Offer must not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly relating to any tender pursuant to the Tender Offer. Envelopes containing Tender Forms should not be postmarked in any Restricted Jurisdiction or otherwise despatched from any Restricted Jurisdiction and all Shareholders who wish to participate in the Tender Offer must provide addresses outside any Restricted Jurisdiction for the remittance of cash or for the return of Tender Forms, share certificates and/or other documents of title.

If, in connection with making the Tender Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards the Circular, any personalised Tender Form or any related documents in, into or from any Restricted Jurisdiction or uses the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone and e-mail) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction in connection with such forwarding, such persons should (a) inform the recipient of such fact; (b) explain to the recipient that such action may invalidate any purported acceptance by the recipient; and (c) draw the attention of the recipient to this paragraph .

The provisions of this paragraph and any other terms of the Tender Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by Goldman Sachs in its absolute discretion, but only if Goldman Sachs is satisfied that such waiver, variation or modification will not constitute or give rise to a breach of applicable securities or other laws. Subject to this, the provisions of this paragraph supersede any terms of the Tender Offer inconsistent herewith.

US Shareholders

The Tender Offer relates to securities in a non-US company which is registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the US in certain material respects. The Circular has been prepared in accordance with UK style and practice for the purpose of complying with English law and the Listing Rules, and US Shareholders should read the entire Circular. The financial information relating to the Company, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the US and thus may not be comparable to financial information relating to US companies.

The Tender Offer will be made in the US pursuant to an exemption from certain US tender offer rules provided by Rule 14d-1(d) under the US Exchange Act and otherwise in accordance with the requirements of UK legislation. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law. Goldman Sachs & Co. LLC will act as US dealer-manager with respect to the Tender Offer in the United States to the extent required. US Shareholders should note that the A Ordinary Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.

It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the US and most of its officers and Directors may reside outside the US. It may not be possible to sue a non-US company or its officers or Directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US person subject to US federal income tax is expected to be a taxable transaction for US federal income tax purposes. The Circular sets out a guide to certain US tax consequences of the Tender Offer for Shareholders under current US law. However, each such Shareholder should consult and seek individual advice from an appropriate professional adviser.

In accordance with normal UK practice, the Company, its nominees, its brokers (acting as agents), the Financial Advisers or any of their respective affiliates, may from time to time make certain purchases of, or arrangements to purchase, A Ordinary Shares outside the United States, other than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance, including sales and purchases of A Ordinary Shares effected by the Financial Advisers acting as market makers in the A Ordinary Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, http://www.londonstockexchange.com.

While the Tender Offer is being made available to Shareholders in the US, the right to tender A Ordinary Shares is not being made available in any jurisdiction in the US in which the making of the Tender Offer or the right to tender such A Ordinary Shares would not be in compliance with the laws of such jurisdiction.

This announcement has not been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this announcement. Any representation to the contrary is a criminal offence in the US.

 

END