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Delivery Hero SE - Tender Offer 2024 (DE) - Launch

Delivery Hero SE invites holders to tender their convertible bonds due in 2025 and 2026 for cash - DE000A3H2WP2 - DE000A3MP429

18 MARCH 2024


Full announcement including disclaimers and offer restrictions available via (Source: Delivery Hero SE)

Scroll below for information on previous offers related to Delivery Hero SE


"Berlin, 18 March 2024 – Delivery Hero SE ("Delivery Hero" or the "Company", ISIN: DE000A2E4K43, Frankfurt Stock Exchange: DHER), today announces the launch of a convertible bond tender offer, inviting current bondholders to submit offers to sell any and all of the outstanding convertible bonds due 2025 (ISIN: DE000A3H2WP2) (the "2025 Bonds") and up to EUR 100 million principal amount of the outstanding convertible bonds due 2026 (ISIN: DE000A3MP429) (the “2026 Bonds”). The Management Board and the Supervisory Board of Delivery Hero decided today to increase the intended buyback amount from at least EUR 300 million to approximately EUR 600 million (the “Target Amount”). Delivery Hero reserves the right, in its sole and absolute discretion, to purchase less than or more than the Target Amount and to determine the respective purchase amount of the 2025 Bonds and the 2026 Bonds."


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Delivery Hero announces financing transaction to extend its existing term facilities and to raise add-on term facilities, and to purchase selected convertible bonds via a tender offer - DE000A3H2WP2 - DE000A3MP429

04 MARCH 2024


Full announcement including disclaimers and offer restrictions available via (Source: Delivery Hero SE)

Scroll below for information on previous offers related to Delivery Hero SE



"Delivery Hero SE / Key word(s): FinancingDelivery Hero announces financing transaction to extend its existing term facilities and to raise add-on term facilities, and to purchase selected convertible bonds via a tender offer04-March-2024 / 07:31 CET/CESTDisclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.


Delivery Hero announces financing transaction to extend its existing term facilities and to raise add-on term facilities, and to purchase selected convertible bonds via a tender offer


Berlin, 4 March 2024 – Delivery Hero SE ("Delivery Hero" or the "Company", ISIN: DE000A2E4K43, Frankfurt Stock Exchange: DHER), today announces the launch of a financing transaction intended to amend and extend its outstanding USD 813 million term facility and EUR 300 million term facility (respectively, the "Dollar Term Facility" and the "Euro Term Facility") and to raise one or more additional add-on term facilities in an aggregate amount of approximately EUR 500 million equivalent (“Add-on Term Facilities”, together with the Dollar Term Facility and the Euro Term Facility, the "Term Facilities").


The transaction is launched to amend the terms of Delivery Hero’s existing term facilities in the Company’s favor, to extend the maturity from August 2027 to December 2029 and to lower the cost of debt.

Delivery Hero intends to use at least EUR 300 million of the Add-on Term Facilities to repurchase selected outstanding convertible bonds. Depending on the tender dynamics and outcome, any remaining amount will be used for general corporate purposes, which may include additional buybacks of outstanding convertible bonds.


With respect to the buyback of the convertible bonds, the Company intends to launch a tender offer to partially repurchase for cash, (i) the 2025 bonds (i.e. the convertible bonds due 2025 (ISIN: DE000A3H2WP2) with an outstanding principal amount of EUR 500 million as of today, following an already completed buyback in the amount of EUR 250 million in 2023) and (ii) the 2026 bonds (i.e. the convertible bonds due 2026 (ISIN: DE000A3MP429), with an outstanding principal amount of EUR 750 million as of today). The decision to accept the repurchase offers will be at the Company's sole and absolute discretion. Further announcements relating to such repurchases will be made in due course.


FY 2024 guidance confirmed

Delivery Hero confirms the guidance provided with its Q4 2023 Trading Update on 14 February 2024. The Group expects GMV growth of 7-9% YoY and Total Segment Revenue growth of 15-17% YoY. Furthermore, the Group expects an adj. EBITDA of EUR 725-775 million and a positive Free Cash Flow in FY 2024.


Regarding the definition of the alternative performance measures, GMV, Total Segment Revenue and adj. EBITDA, Delivery Hero refers to the corresponding definition of its 2022 Annual Report on page 79 under the Chapter A “Group Profile” within the Combined Management Report, which has been published on the Company’s Investor Relations website


Note:

GMV growth and Total Segment Revenue growth in FY 2024 in constant currency and excluding hyperinflationary accounting. Adj. EBITDA and Free Cash Flow in FY 2024 in reported currency and including hyperinflationary accounting. Free Cash Flow is calculated as cash flow from operations (changes in working capital exclude receivables from payment service providers and restaurant liabilities) less capital expenditures (CapEx) and payment of lease liabilities. Free Cash Flow excludes interest income and expense.

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Responsible person for this publication:


Christoph BastHead of Investor Relations+49 160 30 13 435ir@deliveryhero.com


Disclaimer


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.



End of Inside Information


04-March-2024 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.Archive at www.eqs-news.com"


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Delivery Hero repurchases outstanding convertible bonds due in 2024 and 2025

14 APRIL 2023

Full announcement including disclaimers and offer restrictions available via EQS (Source: Delivery Hero SE)


"Berlin, 14 February 2023 – Delivery Hero SE ("Delivery Hero" or the "Company"), the world’s leading local delivery platform, announces the results of the Company’s offer to buy back a portion of its outstanding 2024 and 2025 convertible bonds. Delivery Hero has decided to repurchase EUR 476.4 million of the convertible bonds due in 2024, which, following partial buybacks in 2022, add up to approximately 62.4% of the outstanding principal amount not held by the Company. The repurchase of the convertible bonds maturing in 2025, representing approximately 33.3% of the outstanding principal value, amounts to EUR 250.0 million. To fund these buybacks, Delivery Hero will use proceeds from the successful placement of EUR 1,000.0 million convertible bonds due in 2030, announced yesterday.


The price per EUR 100,000 nominal amount is EUR 96,375 for the 2024 convertible bonds, and EUR 86,250 for the 2025 convertible bonds. In addition, the Company will pay interest accrued on the repurchased 2024 and 2025 convertible bonds. The buyback settlement date is expected to occur on February 23, 2023. The interest per bond will then be EUR 21.41 for the 2024 convertible bonds, and EUR 94.27 for the 2025 convertible bonds. Following the repurchase, 2024 convertible bonds in an aggregate principal amount of EUR 287.0 million will remain outstanding. The remaining outstanding 2025 convertible bonds will represent an aggregate principal of EUR 500.0 million.

With this transaction, Delivery Hero intends to strengthen its balance sheet and improve its debt maturity profile while preserving a strong liquidity position.


HSBC, J.P. Morgan and Morgan Stanley act as dealer managers for the repurchase of outstanding convertible bonds."


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Delivery Hero SE to issue convertible bonds and launch a subsequent tender offer for outstanding convertible bonds

13 FEBRUARY 2023

Full announcement including disclaimers and offer restrictions available via EQS (Source: Delivery Hero SE)


"Delivery Hero SE to issue convertible bonds and launch a subsequent tender offer for outstanding convertible bonds


Berlin, February 13, 2023 - Delivery Hero SE ("Delivery Hero" or the "Company", ISIN: DE000A2E4K43, Frankfurt Stock Exchange: DHER) launches the issue of a convertible bond and is targeting gross proceeds in an aggregate amount of approximately EUR 1,000 million. Following pricing of the new bonds, the Company will invite current bondholders to submit offers to sell any and all of the outstanding convertible bonds due 2024 (ISIN: DE000A254Y84) and up to approximately EUR 250 million of the outstanding convertible bonds due 2025 (ISIN: DE000A3H2WP2)."


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"Use of Proceeds


The Company intends to use the proceeds from the issue of the Convertible Bonds to finance the Tender Offer (as described below) - to improve its debt maturity profile while preserving a strong liquidity position - and for general corporate purposes.


Tender Offer

Following pricing of the Convertible Bonds, the Company will invite:

  • the holders of the outstanding 0.250% convertible bonds due 2024 (ISIN: DE000A254Y84) (the "2024 Bonds"), whose outstanding principal amount not held by the Company is EUR 763.4 million as of today (following buybacks in the amount of EUR 111.6 million in 2022), to tender for purchase for cash any and all of the outstanding 2024 Bonds, whereas the decision to accept the sale offers is at the Company's sole and absolute discretion (the "2024 Bonds Repurchase Invitation"). The repurchase price per 2024 Bond tendered under the 2024 Bonds Repurchase Invitation is 96.375% of the principal amount per 2024 Bond (equal to EUR 96,375 per 2024 Bond). The Company will also pay interest accrued on the purchased 2024 Bonds from and including the interest payment date for the 2024 Bonds immediately preceding the Invitation Settlement Date (as described below) to but excluding the Invitation Settlement Date;


  • The holders of the outstanding 0.875% convertible bonds due 2025 (ISIN: DE000A3H2WP2) (the “2025 Bonds”), whose outstanding principal amount not held by the Company is EUR 750 million as of today, to tender for purchase for cash up to approximately EUR 250 million of the outstanding 2025 Bonds, whereas the decision to accept the sale offers is at the Company's sole and absolute discretion (the "2025 Bonds Repurchase Invitation", together with the 2024 Bonds Repurchase Invitation, the “Repurchase Invitations”). The repurchase price per 2025 Bond tendered under the 2025 Bonds Repurchase Invitation will be between 86.250% and 87.250% of the principal amount per 2025 Bond (equal to between EUR 86,250 and EUR 87,250 per 2025 Bond). The Company will also pay interest accrued on the purchased 2025 Bonds from and including the interest payment date for the 2025 Bonds immediately preceding the Invitation Settlement Date (as described below) to but excluding the Invitation Settlement Date.

The Company intends to buy back all of the outstanding EUR 763.4 million nominal of the 2024 Bonds validly tendered and up to approximately EUR 250 million nominal of the outstanding EUR 750 million nominal of the 2025 Bonds validly tendered.


The Repurchase Invitations will start at 8:00 CET and expire at 17:30 CET on February 14, 2023, unless amended, extended, re-opened or terminated. Settlement of the Repurchase Invitations is expected to take place on February 23, 2023 (the "Invitation Settlement Date")."


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