Delivery Hero SE decides on the intended IPO of Talabat Holding plc and plans to use proceeds for general corporate purposes and capital structure optimisation

Berlin, November 10, 2024 – Delivery Hero SE (“Delivery Hero” or the “Company”, ISIN DE000A2E4K43, Frankfurt Stock Exchange: DHER) announced on August 29, 2024 its preparation to list its food delivery and quick commerce business that operates in the United Arab Emirates (“UAE”) and other countries in the Middle East and North Africa under the talabat brand on the Dubai Financial Market in Q4 2024.

Today, the Management Board of Delivery Hero resolved, with the consent of the Supervisory Board, to pursue an initial public offering (“IPO”) of 15% of the total issued shares of Talabat Holding plc (“Talabat”) and indirectly held by Delivery Hero with the target to list all shares of Talabat on the Dubai Financial Market in mid-December 2024 (“intention to float”). Delivery Hero may amend the size of the offering subject to required approvals of the Securities and Commodities Authority of the UAE.

The public offering and listing would be made based on a local prospectus that has been approved by the Securities and Commodities Authority of the UAE on November 7, 2024 and will be published on Talabat’s website on November 11, 2024. Private placements to institutional investors would be made based on a corresponding international offering memorandum that would be published on Talabat’s website upon the start of the book building period.

Delivery Hero would retain the majority interest in Talabat, be subject to a lock-up of 180 days following listing, be represented with half of the directors on the board of Talabat and continue to consolidate Talabat in its consolidated financial statements after implementation of the intended IPO.

Delivery Hero would use the IPO proceeds that depend on the number and price of Talabat shares to be sold by Delivery Hero for general corporate purposes and to further optimise its capital structure.

Following the intended IPO, Talabat currently plans to pay a minimum dividend of approx. USD 100 million in April 2025 in respect of the financial results of Q4 2024 and of approx. USD 400 million in two instalments in October 2025 and April 2026 in respect of the financial results of 2025. Thereafter, Talabat intends to pay dividends twice each calendar year, in each case with a target net income payout of 90%. Delivery Hero would profit from any such dividend with its respective remaining majority stake in Talabat.

The execution of the intended IPO remains subject to market conditions and further resolutions of the Management Board and Supervisory Board of Delivery Hero.

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Disclaimer

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Delivery Hero SE or of any of its subsidiaries in the United States of America, Canada, Japan, Australia, Germany, the United Arab Emirates (“UAE”) or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities to which this announcement relates will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act. Neither Delivery Hero SE nor of any of its subsidiaries intends to conduct a public offering of the securities to which this announcement relates in the United States, Canada, Japan, Australia, the United Kingdom, any member state of the European Economic Area or any other jurisdiction in relation to which action for that purpose would be required.

In the United Kingdom, this announcement is only directed at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended, as it forms part of assimilated law by virtue of the European Union (Withdrawal) Act 2018 (as amended, and together with any statutory instruments made in exercise of the powers conferred by such Act) who are also (i) persons having professional experience in matters relating to investments which fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) high net companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (c) of the Order; or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Order) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, relevant persons. Any person in the United Kingdom who is not a relevant person should not act or rely on this information or any of its contents.

In member states of the European Economic Area, this announcement is directed exclusively at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended, of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

This announcement has not been approved by or filed with the Central Bank of the UAE, the Securities and Commodities Authority of the UAE (the “SCA”) or any other authorities in the UAE. Securities may not be marketed, offered or sold directly or indirectly to the public in the UAE without the approval of SCA and no marketing of any financial products or services has been or will be made from within the UAE other than in compliance with the laws of the UAE.

This announcement is directed only to persons who: (a) are outside the Abu Dhabi Global Market; (b) are “authorised Persons” or “recognised bodies” (as such terms are defined in the ADGM Financial Services and Markets Regulations 2015 (the “FSMR”)); or (c) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 18 of the FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons” for the purposes of this paragraph). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

This announcement is for distribution only to persons who: (a) are outside the Dubai International Financial Centre; or (b) are persons who meet the professional client criteria set out in Rule 2.3.4 of the Dubai Financial Services Authority Conduct of Business Module (all such persons together being referred to as “relevant persons” for the purposes of this paragraph). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of Delivery Hero SE (“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 SE 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.