Goldman Sachs International Stabilisation Notice (0398U)
March 31 2021 - 1:00AM
UK Regulatory
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: +44 (0)20 7552
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
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