DGAP-Ad-hoc: Delivery Hero SE / Key word(s): Financing/Bond Delivery Hero SE to issue convertible bonds 02-Sep-2021 / 17:40 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP – a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
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Delivery Hero SE to issue convertible bonds
Berlin, September 2, 2021 – Delivery Hero SE (“Delivery Hero” or the “Company”, ISIN: DE000A2E4K43, Frankfurt Stock Exchange: DHER) launches the issue of a dual tranche convertible bond and is targeting gross proceeds in an aggregate amount of EUR 1.0 billion with an upsize option of up to EUR 250 million.
Today, the management board of Delivery Hero, with approval of the supervisory board, resolved to issue two tranches (“Tranche A” and “Tranche B”) of senior, unsecured convertible bonds with an aggregate principal amount of EUR 1.0 billion with an upsize option of up to EUR 250 million, maturing in April 2026 (Tranche A) and March 2029 (Tranche B) (the “Convertible Bonds”). The Convertible Bonds will be convertible into newly issued or existing Delivery Hero registered shares with no par value. Shareholders’ subscription rights have been excluded.
The Convertible Bonds will be issued at 100% of their nominal value with a denomination of EUR 100,000 each and – unless previously converted, repurchased or redeemed – will be redeemed at par at maturity. The Convertible Bonds will be offered with an annual interest rate between 0.500% and 1.000% (Tranche A) and 1.625% and 2.125% (Tranche B), payable semi-annually, and a conversion premium of 40.0% to 45.0% (Tranche A) and 40.0% to 45.0% (Tranche B) above the reference price, being the placement price per Delivery Hero share in the Concurrent Offering of Existing Shares (as defined below).
The pricing of the offering of the Convertible Bonds will be determined on the basis of an accelerated bookbuilding. The Convertible Bonds are expected to be issued by Delivery Hero on or around September 10, 2021, and admission to trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange is expected shortly thereafter.
The Convertible Bonds will be offered solely to institutional investors in certain jurisdictions, outside the United States of America, via a private placement.
The Company will be entitled to redeem the Convertible Bonds at any time (i) on or after September 30, 2024 (Tranche A) and on or after September 30, 2025 (Tranche B) if the stock exchange price per Delivery Hero share amounts to at least 130% (Tranche A) or 150% (Tranche B) of the then relevant conversion price over a certain period or (ii) if 15% or less of the aggregate principal amount of the relevant tranche of the Convertible Bonds remain outstanding.
Concurrent Offering of Existing Shares by Financial Institutions The Joint Bookrunners have informed the Company that concurrently with the placement of the Convertible Bonds, they intend to conduct a simultaneous placement of existing shares of the Company (the “Concurrent Offering of Existing Shares”) on behalf of buyers of the Convertible Bonds who wish to sell such shares in short sales to hedge the market risk of an investment in the Convertible Bonds at a placement price to be determined by way of an accelerated bookbuilding process. The Company will not receive any proceeds from the Concurrent Offering of Existing Shares.
Use of Proceeds
The Company intends to use the proceeds from the issue of the Convertible Bonds for general corporate purposes and to take advantage of attractive investment opportunities that may arise.
As part of the transactions, the Company has agreed to a lock-up period of 90 days, subject to customary exceptions. Contact: Christoph Bast Head of Investor Relations, Delivery Hero SE
Information and Explanation of the Issuer to this News:
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