12.03.2018
Delivery Hero AG DE000A2E4K43
DGAP-News: Delivery Hero AG: Issuance of new shares in connection with existing stock option program and sale of shares for option holders by way of accelerated bookbuilding
DGAP-News: Delivery Hero AG / Key word(s): Capital Increase
Delivery Hero AG: Issuance of new shares in connection with existing stock
option program and sale of shares for option holders by way of accelerated
bookbuilding
12.03.2018 / 17:41
The issuer is solely responsible for the content of this announcement.
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Delivery Hero: Issuance of new shares in connection with existing stock
option program and sale of shares for option holders by way of accelerated
bookbuilding.
Berlin, March 12, 2018 - The management board of Delivery Hero AG ("Delivery
Hero"), with the consent of the supervisory board, today resolved to issue
new shares under exclusion of shareholders' subscription rights with regard
to the existing stock option program for current and former employees,
directors and supporters of Delivery Hero and its subsidiaries. Up to
1.366.311 new ordinary registered shares ("New Shares"), representing up to
approx. 0.75% of Delivery Hero's share capital, will be issued to
beneficiaries of the stock option program who have exercised their stock
options. Delivery Hero's share capital will be increased through a partial
exercise of its existing authorized capital that had been granted for this
specific purpose by an amount of up to EUR 1,366,311 from EUR 182,498,900 to
up to EUR 183,865,211. The New Shares, like all other outstanding shares of
Delivery Hero, will carry full dividend rights as of January 1, 2017 and be
admitted to trading and included in the existing quotation for Delivery
Hero's shares on the Frankfurt Stock Exchange.
Approximately 1.26 million of these New Shares will be offered to
institutional investors for purchase through an accelerated bookbuilt
offering upon direction and for the benefit of certain beneficiaries, inter
alia, so that they can finance the exercise prices and income taxes. Members
of Delivery Hero's management board and supervisory board did not exercise
any stock options. UniCredit Bank AG acts as Sole Bookrunner on the share
placement.
Disclaimer
This publication may not be published, distributed or transmitted, directly
or indirectly, in the United States of America (including its territories
and possessions), Canada, Japan or Australia or any other jurisdiction where
such announcement would be unlawful. The distribution of this announcement
may be restricted by law in certain jurisdictions and persons who are in
possession of this document or other information referred to herein should
inform themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.
This publication does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of Delivery Hero AG or of
any of its subsidiaries in the United States of America, Germany or any
other jurisdiction. Neither this announcement nor anything contained herein
shall form the basis of, or be relied upon in connection with, any offer or
commitment whatsoever in any jurisdiction. The securities referred to herein
may not be offered or sold in the United States of America in the absence of
registration or an exemption from registration under the U.S. Securities Act
of 1933, as amended (the 'Securities Act'). The securities of Delivery Hero
AG have not been, and will not be, registered under the Securities Act.
In the United Kingdom, this announcement is only directed at persons who (i)
are investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
(the 'Order') or (ii) are persons falling within Article 49(2)(a) to (d) of
the Order (high net worth companies, unincorporated associations, etc.) (all
such persons together being referred to as 'Relevant Persons'). This
document must not be acted on, or relied upon, by persons who are not
Relevant Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
In member states of the European Economic Area which have implemented
Directive 2003/71/EC and any amendments thereto, in particular, Directive
2010/73/EU, this announcement and any offer, if made subsequently, is
directed exclusively at persons who are 'qualified investors' within the
meaning of the Prospectus Directive.
No action has been taken that would permit an offering or acquisition of the
securities or a distribution of this announcement in any jurisdiction where
such action would be unlawful. Persons into whose possession this
announcement comes are required to inform themselves about and to observe
any such restrictions.
This release may contain forward looking statements, estimates, opinions and
projections with respect to anticipated future performance of Delivery Hero
AG ("forward-looking statements"). These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes," "estimates," "anticipates," "expects," "intends," "may," "will"
or "should" or, in each case, their negative, or other variations or
comparable terminology. These forward-looking statements include all matters
that are not historical facts. Forward-looking statements are based on the
current views, expectations and assumptions of the management of Delivery
Hero AG and involve significant known and unknown risks and uncertainties
that could cause actual results, performance or events to differ materially
from those expressed or implied in such statements. Forward-looking
statements should not be read as guarantees of future performance or results
and will not necessarily be accurate indications of whether or not such
results will be achieved. Any forward-looking statements included herein
only speak as at the date of this release. We undertake no obligation, and
do not expect to publicly update, or publicly revise, any of the
information, forward-looking statements or the conclusions contained herein
or to reflect new events or circumstances or to correct any inaccuracies
which may become apparent subsequent to the date hereof, whether as a result
of new information, future events or otherwise. We accept no liability
whatsoever in respect of the achievement of such forward-looking statements
and assumptions.
In connection with the transaction described above (the 'Placement'),
UniCredit Bank AG is acting exclusively for Delivery Hero AG. It will not
regard any other person as its clients in relation to the transaction and
will neither be responsible nor provide protection to anyone other than
Delivery Hero AG, nor will it provide advice to anyone other than Delivery
Hero AG in relation to the Placement, the contents of this announcement or
any other matter referred to herein.
In connection with the Placement, UniCredit Bank AG and any of its
affiliates, acting as investors for their own accounts, may subscribe for or
purchase securities of Delivery Hero AG and may otherwise deal for their own
accounts. Accordingly, references to the securities being issued or sold
should be read as including any issue, offer or sale to UniCredit Bank AG
and any of its affiliates acting as investors for their own accounts. In
addition UniCredit Bank AG or its affiliates may enter into financing
arrangements and swaps with investors in connection with which UniCredit
Bank AG (or its affiliates) may from time to time acquire, hold or dispose
of Delivery Hero AG's shares. UniCredit Bank AG does not intend to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
Neither UniCredit Bank AG nor any of its directors, officers, employees,
advisers or agents accepts any responsibility or liability whatsoever for or
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or, with limited
exception, other information relating to Delivery Hero AG, its subsidiaries
or associated companies, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available or for any loss howsoever
arising from any use of this announcement or its contents or otherwise
arising in connection therewith.
Solely for the purpose of the product governance requirements contained
within; (a) EU Directive 2014/65/EU of the European Parliament and of the
Council of 15 May 2014 on markets in financial instruments, as amended
("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the shares wich will
be offered in the Placement (the 'Offer Shares') have been subject to a
product approval process, which has determined that the Offer Shares are;
(i) compatible with an end target market of retail investors and investors
who meet the criteria of professional clients and eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, the price of the
Offer Shares may decline and investors could lose all or part of their
investment; the Offer Shares offer no guaranteed income and no capital
protection; and an investment in the Offer Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Offering.
Contact:
Bodo v. Braunmühl
Head of Corporate Communications
[email protected]
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12.03.2018 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: Delivery Hero AG
Oranienburger Straße 70
10117 Berlin
Germany
Phone: +49 (0)30 5444 59 000
Fax: +49 (0)30 5444 59 024
E-mail: [email protected]
Internet: www.deliveryhero.com
ISIN: DE000A2E4K43
WKN: A2E4K4
Indices: SDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange
End of News DGAP News Service
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663057 12.03.2018
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