TIDMROO
RNS Number : 3012U
Deliveroo PLC
02 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.
2 December 2021
Deliveroo plc
(the "Company")
Results of placing of Class A Ordinary Shares in the Company
Notifications of transactions by Persons Discharging Managerial
Responsibility ("PDMR")
Vesting of RSU Awards, Sale of Shares to Satisfy Tax Liabilities
from Vesting of RSU Awards and Overall Increase in Shareholding
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). Details of the December 2021 Vesting for
each of Will Shu and Adam Miller are set out in the tables
below.
Further to the announcement made by the Company on 1 December
2021, the Company has been informed that following the December
2021 Vesting, each of Will Shu and Adam Miller has sold the number
of Class A Ordinary Shares at the price per Class A Ordinary Share
set out in the tables below solely to satisfy tax liabilities
arising on the vesting of RSUs since Admission by way of an
accelerated book building process and placing to institutional
investors, led by Goldman Sachs International (the "Transaction").
As Will Shu's RSUs vest into Class B Ordinary Shares, the same
number of Class B Ordinary Shares were converted into Class A
Ordinary Shares in accordance with the Company's articles of
association in order to effect his sale. Neither Will Shu nor Adam
Miller will retain any net proceeds as a result of the
Transaction.
The Transaction was 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. Following the Transaction, all
remaining shares in the Company held by Will Shu and Adam Miller
(including the newly-received shares) continue to be subject to the
lock-up arrangements for 365 days from the date of Admission,
including the exemption to sell shares to satisfy tax liabilities
arising out of the vesting of RSUs.
Following the December 2021 Vesting and the Transaction, Will
Shu's holding of Class B Ordinary Shares (each carrying twenty
votes) has increased to 100,128,842, compared to 94,551,841 on 30
November 2021; Will Shu holds no Class A Ordinary Shares. Following
the December 2021 Vesting and the Transaction, Adam Miller's
holding of Class A Ordinary Shares (each carrying one vote) has
increased to 561,767, compared to 401,800 on 30 November 2021.
The attached notifications by Will Shu and Adam Miller as PDMRs,
have been made in accordance with the requirements of the EU Market
Abuse Regulation (as it forms part of UK law pursuant to the
European Union (Withdrawal) Act 2018).
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
1a) Will Shu RSU Vesting
1. Details of the person discharging managerial responsibilities
/ person closely associated
(a) Name Will Shu
------------------------- -----------------------------------------
2. Reason for the notification
--------------------------------------------------------------------
(a) Position/status Chief Executive Officer
------------------------- -----------------------------------------
(b) Initial notification/ Initial notification
Amendment
------------------------- -----------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------
(a) Name Deliveroo plc
------------------------- -----------------------------------------
(b) LEI 984500F6537F74DDEE77
------------------------- -----------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place where
transactions have been conducted
--------------------------------------------------------------------
(a) Description of Class B Ordinary Shares of 0.5p each
the financial
instrument, type
of instrument
------------------------- -----------------------------------------
(b) Identification N/A
code
------------------------- -----------------------------------------
(c) Nature of the The vesting of restricted stock unit
transaction awards under the Restricted Stock Units
Contracts
------------------------- -----------------------------------------
(d) Price(s) and volume(s) Price(s) Volume(s)
GBP2.78 22,485,200
-----------
------------------------- -----------------------------------------
(e) Aggregated information
* Aggregated volume
Not applicable
* Price
GBP62,508,856
------------------------- -----------------------------------------
(f) Date of the transaction 1 December 2021
------------------------- -----------------------------------------
(g) Place of the transaction Outside a trading venue
------------------------- -----------------------------------------
1b) Will Shu Share Sale
1. Details of the person discharging managerial responsibilities/person
closely associated
(a) Name Will Shu
---------------------------- -----------------------------------------
2. Reason for the notification
-----------------------------------------------------------------------
(a) Position/status Chief Executive Officer
---------------------------- -----------------------------------------
(b) Initial notification/ Initial notification
Amendment
---------------------------- -----------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
(a) Name Deliveroo plc
---------------------------- -----------------------------------------
(b) LEI 984500F6537F74DDEE77
---------------------------- -----------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place where
transactions have been conducted
-----------------------------------------------------------------------
(a) Description of Class A Ordinary Shares of 0.5p each
the financial
instrument, type
of instrument
---------------------------- -----------------------------------------
(b) Identification ISIN: GB00BNC5T391
code
---------------------------- -----------------------------------------
(c) Nature of the Sale of Class A ordinary shares
transaction
---------------------------- -----------------------------------------
(d) Price(s) and volume(s) Price(s) Volume(s)
GBP2.78 16,908,199
-----------
---------------------------- -----------------------------------------
(e) Aggregated information
* Aggregated volume
Not applicable
* Price GBP47,004,793.22
---------------------------- -----------------------------------------
(f) Date of the transaction 1 December 2021
---------------------------- -----------------------------------------
(g) Place of the transaction London Stock Exchange, Main Market
(XLON)
---------------------------- -----------------------------------------
2a) Adam Miller RSU Vesting
5. Details of the person discharging managerial responsibilities/person
closely associated
(a) Name Adam Miller
--------------------------- ------------------------------------------
6. Reason for the notification
-----------------------------------------------------------------------
(a) Position/status Chief Financial Officer
--------------------------- ------------------------------------------
(b) Initial notification/ Initial notification
Amendment
--------------------------- ------------------------------------------
7. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
(a) Name Deliveroo plc
--------------------------- ------------------------------------------
(b) LEI 984500F6537F74DDEE77
--------------------------- ------------------------------------------
8. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place where
transactions have been conducted
-----------------------------------------------------------------------
(a) Description of Class A Ordinary Shares of 0.5p each
the financial
instrument, type
of instrument
--------------------------- ------------------------------------------
(b) Identification ISIN: GB00BNC5T391
code
--------------------------- ------------------------------------------
(c) Nature of the The vesting of restricted stock unit
transaction awards under the Restricted Stock Units
Contracts
--------------------------- ------------------------------------------
(d) Price(s) and volume(s) Price(s) Volume(s)
GBP2.78 854,200
----------
--------------------------- ------------------------------------------
(e) Aggregated information
* Aggregated volume
Not applicable
GBP2,374,676
* Price
--------------------------- ------------------------------------------
(f) Date of the transaction 1 December 2021
--------------------------- ------------------------------------------
(g) Place of the transaction London Stock Exchange, Main Market
(XLON)
--------------------------- ------------------------------------------
2b) Adam Miller Share Sale
9. Details of the person discharging managerial responsibilities/person
closely associated
(a) Name Adam Miller
---------------------------- -----------------------------------------
10. Reason for the notification
-----------------------------------------------------------------------
(a) Position/status Chief Financial Officer
---------------------------- -----------------------------------------
(b) Initial notification/ Initial notification
Amendment
---------------------------- -----------------------------------------
11. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
(a) Name Deliveroo plc
---------------------------- -----------------------------------------
(b) LEI 984500F6537F74DDEE77
---------------------------- -----------------------------------------
12. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place where
transactions have been conducted
-----------------------------------------------------------------------
(a) Description of Class A Ordinary Shares of 0.5p each
the financial
instrument, type
of instrument
---------------------------- -----------------------------------------
(b) Identification ISIN: GB00BNC5T391
code
---------------------------- -----------------------------------------
(c) Nature of the Sale of Class A Ordinary Shares
transaction
---------------------------- -----------------------------------------
(d) Price(s) and volume(s) Price(s) Volume(s)
GBP2.78 694,233
----------
---------------------------- -----------------------------------------
(e) Aggregated information
* Aggregated volume
Not applicable
GBP1,929,967.74
* Price
---------------------------- -----------------------------------------
(f) Date of the transaction 1 December 2021
---------------------------- -----------------------------------------
(g) Place of the transaction London Stock Exchange, Main Market
(XLON)
---------------------------- -----------------------------------------
IMPORTANT NOTICE
The publication or distribution or release of this announcement
and the 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 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 Transaction.
Goldman Sachs International ("GSI") is only acting for Will Shu
and Adam Miller (the "Sellers") in connection with the transaction
referred to in this release, and no one else, and will not be
responsible to anyone other than the Sellers for providing the
protections offered to clients of GSI, nor will GSI be responsible
for providing advice in relation to the transaction referred to in
this release. In connection with the transaction referenced herein,
GSI will receive a fee from the Sellers for the services provided
to them.
Goldman Sachs makes no representation or warranty of any kind
with respect to the accuracy or completeness of any information
contained in this release. Goldman Sachs has not independently
verified such information and has relied on such information being
complete and accurate in all material respects. Nothing contained
herein constitutes or should be construed as (i) investment, tax,
accounting or legal advice; (ii) a representation that any
investment or strategy is suitable or appropriate to your
individual circumstances; or (iii) a personal recommendation to
you.
GSI is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority.
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END
DSHEAAAFELXFFAA
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