Goldman Sachs International Stabilisation Notice (0398U)

TIDMUK17 TIDMROO

RNS Number : 0398U

Goldman Sachs International

31 March 2021

Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.

Deliveroo Holdings plc

Stabilisation Notice

31 March 2021

Goldman Sachs International hereby gives notice that the entity undertaking stabilisation (the "Stabilisation Manager" named below and its affiliates) may stabilise the offer of the following securities in accordance with Regulation (EU) No 596/2014 (Market Abuse Regulation) and Commission Delegated Regulation (EU) 2016/1052, in each case as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018. Stabilisation transactions aim at supporting the market price of the Securities during the Stabilisation Period. Stabilisation may not necessarily occur and it may cease at any time.

 
 The securities: 
 Issuer:                      Deliveroo Holdings plc 
                             ---------------------------------------------------------- 
 Securities:                  Class A Ordinary registered shares ("ORDs" 
                               or "Class A Ordinary Shares") of the Issuer 
                               (ISIN: GB00BNC5T391 ) 
                             ---------------------------------------------------------- 
 Offering size:               384,615,384 Class A Ordinary Shares (excluding 
                               the over-allotment option) 
                             ---------------------------------------------------------- 
 Offer Price:                 390 pence per Offer Share 
                             ---------------------------------------------------------- 
 Stabilisation: 
 Stabilisation Manager        Goldman Sachs International, Plumtree Court, 
  (and central point           25 Shoe Lane, London EC4A 4AU 
  within the meaning           Contact: Luke Hicks; telephone: [phone] 
  of Commission Delegated      1169 
  Regulation (EU) 
  2016/1052): 
                             ---------------------------------------------------------- 
 Beginning of the             31 March 2021 
  Stabilisation Period: 
                             ---------------------------------------------------------- 
 Stabilisation Period         30 April 2021 
  to end no later 
  than: 
                             ---------------------------------------------------------- 
 Trading venue where          London Stock Exchange ("LSE"), BATS, Chi-X 
  stabilisation may 
  be undertaken: 
                             ---------------------------------------------------------- 
 Over-allotment & Greenshoe Option: 
 Terms:                       In connection with the offering (the "Offer"), 
                               the Stabilisation Manager, or any of its agents, 
                               may (but will be under no obligation to), to 
                               the extent permitted by applicable law, over-allot 
                               Class A Ordinary Shares sold in the Offer (the 
                               "Offer Shares") or effect other stabilisation 
                               transactions with a view to supporting the 
                               market price of the Class A Ordinary Shares 
                               at a level higher than that which might otherwise 
                               prevail in the open market pursuant to an over-allotment 
                               option granted to it in connection with the 
                               Offer (the "Over-allotment Option"). The Stabilisation 
                               Manager is not required to enter into such 
                               transactions and such transactions may be effected 
                               on any securities market, over-the-counter 
                               market, stock exchange or otherwise and may 
                               be undertaken at any time during the period 
                               commencing on the date of the commencement 
                               of conditional dealings in the Class A Ordinary 
                               Shares on the London Stock Exchange and ending 
                               no later than 30 calendar days thereafter. 
                               However, there will be no obligation on the 
                               Stabilisation Manager or any of its agents 
                               to effect stabilising transactions and there 
                               is no assurance that stabilising transactions 
                               will be undertaken. Such stabilisation, if 
                               commenced, may be discontinued at any time 
                               without prior notice. In no event will measures 
                               be taken to stabilise the market price of the 
                               Class A Ordinary Shares above the offer price 
                               of 390 pence per Offer Share. Except as required 
                               by law or regulation, neither the Stabilisation 
                               Manager nor any of its agents intends to disclose 
                               the extent of any over-allotments made and/or 
                               stabilisation transactions conducted in relation 
                               to the Offer. 
                               In connection with the Offer, the Stabilisation 
                               Manager may, for stabilisation purposes, over-allot 
                               Class A Ordinary Shares up to a maximum of 
                               10% of the total number of Offer Shares comprised 
                               in the Offer (the "Over-allotment Shares"). 
                               The Over-allotment Option is exercisable in 
                               whole or in part, upon notice by the Stabilisation 
                               Manager, at any time on or before the 30(th) 
                               calendar day after the commencement of conditional 
                               dealings in the Class A Ordinary Shares on 
                               the London Stock Exchange. Any Over-allotment 
                               Shares made available pursuant to the over-allotment 
                               arrangement will rank pari passu in all respects 
                               with all other Offer Shares, including for 
                               all dividends and other distributions declared, 
                               made or paid on the Offer Shares, will be purchased 
                               on the same terms and conditions as the Offer 
                               Shares being issued or sold in the Offer and 
                               will form a single class for all purposes with 
                               the other Class A Ordinary Shares. 
                             ---------------------------------------------------------- 
 Number of shares             38,461,538 Class A Ordinary Shares 
  covered by Over-allotment 
  Option: 
                             ---------------------------------------------------------- 
 Duration:                    This option may be executed at any time during 
                               the Stabilisation Period. 
                             ---------------------------------------------------------- 
 

Disclaimer

In connection with the offer of the above securities, the Stabilisation Manager or any of its agents may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager or any of its agents will take any stabilisation action and any stabilisation action, if begun, may be ended at any time.

This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement and the information contained herein, is not an offer of securities for sale in, and is not for transmission to or publication, distribution or release, directly or indirectly, in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). The securities being offered have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities discussed herein is being made in the United States.

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018 (all such persons together being referred to as "Relevant Persons"). In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation ((EU) 2017/1129) ("Qualified Investors"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

END

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

STAWPUCCWUPGPPU

(END) Dow Jones Newswires

March 31, 2021 02:00 ET (06:00 GMT)