TIDMROO
RNS Number : 2794U
Deliveroo PLC
01 December 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE
UNLAWFUL.
1 December 2021
Deliveroo plc
(the "Company")
Potential Sale of Shares by Directors to Satisfy Tax Liabilities
from Vesting of RSU Awards
As set out in the Company's prospectus dated 22 March 2021 and
pricing statement dated 31 March 2021 (together, the "Prospectus"),
between 2018 and 2021 Will Shu and Adam Miller were granted
restricted stock unit awards ("RSUs") with certain vesting
timelines and conditions, with portions of these RSUs vesting
according to a fixed schedule (i) at the date of admission of the
Company's Class A Shares to the London Stock Exchange's main market
for listed securities on 7 April 2021 ("Admission"), (ii) on 1
December 2021 (the "December 2021 Vesting"), (iii) on a monthly
basis (until December 2021 for Will Shu, and until November 2024
for Adam Miller), and (iv) on an annual basis (starting in April
2023 for Will Shu only).
The Company has been informed that following the December 2021
Vesting, each of Will Shu and Adam Miller intends to sell Class A
Ordinary Shares solely to satisfy tax liabilities arising on the
vesting of RSUs since Admission (the "Proposed Transaction"). The
Proposed Transaction is expected to be launched immediately, with
the price to be set by way of an accelerated bookbuilding process
and placing to institutional investors, led by Goldman Sachs
International. If the Proposed Transaction completes, neither Will
Shu nor Adam Miller will retain any net proceeds as a result of the
Proposed Transaction.
The Proposed Transaction is permitted in accordance with an
exemption to the lock-up arrangements disclosed in the Prospectus,
which allows Directors, employees and option holders to sell shares
during the lock-up period to satisfy tax liabilities or option
exercise amounts pursuant to the vesting and exercise of any awards
pursuant to an employee share or share option scheme or the RSUs as
described in the Prospectus.
If the Proposed Transaction completes, Will Shu's holding of
Class B Ordinary Shares (each carrying twenty votes) and Adam
Miller's holding of Class A Ordinary Shares (each carrying one
vote) are both expected to increase following the December 2021
Vesting and the Proposed Transaction, compared to their respective
holdings immediately following Admission.
If the Proposed Transaction proceeds, a further announcement
will be made in accordance with the requirements of the Market
Abuse Regulation No. 596/2014 (as it forms part of UK law pursuant
to the European Union (Withdrawal) Act 2018) ("Market Abuse
Regulation").
This announcement includes inside information as defined in
Article 7 of the Market Abuse Regulation and is being released on
behalf of Deliveroo plc by Catherine Sukmonowski, Company
Secretary.
Contacts
Investor Relations
David Hancock, VP Investor Relations - +44 7966 930716 or
investors@deliveroo.co.uk
Tim Warrington, Investor Relations Director - +44 7921 576395 or
investors@deliveroo.co.uk
Media Relations
Joe Carberry, VP Communications - +44 7787 561905
Romilly Dennys, Head of Corporate Communications, UKI - +44 7786
221309
Tulchan Communications, James Macey White, Jessica Reid, Mark
Burgess - deliveroo@tulchangroup.com
IMPORTANT NOTICE
The publication or distribution or release of this announcement
and the Proposed Transaction as set out in this announcement in
certain jurisdictions may be restricted by law. This announcement
is for information purposes only and shall not constitute or form
part of an offer to buy, sell, issue, acquire or subscribe for, or
the solicitation of an offer to buy, sell, issue, acquire or
subscribe for any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful. No action has been taken that would permit
an offering of the securities referred to in this announcement or
possession or distribution of this announcement or any other
offering or publicity material relating to the securities referred
to in this announcement in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about, and to
observe, such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions.
This announcement and any offer of securities to which it
relates are only addressed to and directed at (1) in the United
Kingdom and in any member state of the European Economic Area,
persons who are qualified investors in such member state within the
meaning of the Prospectus Regulation (Regulation (EU) 2017/1129)
(the "Prospectus Regulation") or in the United Kingdom within the
meaning of the Prospectus Regulation as it forms part of retained
EU law by virtue of the European Union (Withdrawal) Act 2018
("Qualified Investors"); and (2) in the United Kingdom, Qualified
Investors who (a) have professional experience in matters relating
to investments who fall within article 19(5) of the Financial
Services and Market Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order") or (b) fall within article 49(2)(a) to (d)
of the Order or (c) are persons to whom an offer of securities may
otherwise lawfully be made ("relevant persons"). The information
regarding the Proposed Transaction set out in this announcement
must not be acted on or relied on by persons in the European
Economic Area who are not Qualified Investors or by persons in the
United Kingdom who are not relevant persons. Any investment or
investment activity to which this announcement relates is available
in the European Economic Area only to Qualified Investors and in
the United Kingdom only to relevant persons and will be engaged in
only with such persons.
In particular, this announcement does not constitute or form
part of any offer to buy, sell, issue, acquire or subscribe for, or
the solicitation of an offer to buy, sell, issue, acquire, or
subscribe for any securities in any jurisdiction into which such
offer or solicitation would be unlawful.
The securities referred to in this announcement have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the "Securities Act"), and may not be offered,
sold or transferred, directly or indirectly, within the United
States, except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and the securities laws of any state or other jurisdiction of the
United States.
The offer and sale of securities referred to herein has not been
and will not be registered under the Securities Act or under the
applicable securities laws of Australia, Canada, Japan or South
Africa. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in Australia, Japan or South
Africa or to, or for the account or benefit of, any national,
resident or citizen of Australia, Japan or South Africa.
No public offering of the securities referred to herein is being
made in the United Kingdom, the United States, Australia, Canada,
Japan, South Africa or any other jurisdiction. No prospectus or
offering document has been or will be prepared by the Company in
connection with the Proposed Transaction.
This information is provided by RNS, the news service of the
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END
MSCBLBDDRSGDGBB
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December 01, 2021 11:49 ET (16:49 GMT)
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