Delivery Hero SE / DE000A2E4K43

NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.  Public disclosure of inside information according to Article 17(1) of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation - MAR) Berlin, 17 February 2025 – Delivery Hero SE ("Delivery Hero" or the "Company", ISIN: DE000A2E4K43, Frankfurt Stock Exchange: DHER) announces the launch of a convertible bond tender offer, now inviting current bondholders to submit offers to sell any and all of the outstanding convertible bonds due 2025 (ISIN: DE000A3H2WP2) (the "2025 Bonds"), any and all of the outstanding convertible bonds due 2026 (ISIN: DE000A3MP429) (the “2026 Bonds”), and up to EUR 350 million principal amount of the outstanding convertible bonds due 2027 (ISIN: DE000A254Y92) (the “2027 Bonds” and together with the 2025 Bonds and the 2026 Bonds, the “Convertible Bonds”). Delivery Hero intends to repurchase Convertible Bonds for an aggregate principal amount of approximately EUR 1,000 million (the “Target Amount”). The Company’s Management Board, with the approval of the Company’s Supervisory Board, following their resolutions and announcements on 13 February 2025, resolved today on the open items and to launch the repurchases as follows: The Company invites the holders of the 2025 Bonds, whose remaining outstanding principal amount is EUR 48.1 million as of today, to tender for purchase for cash any and all of the 2025 Bonds (the "2025 Bonds Repurchase Invitation"). The repurchase price per 2025 Bond tendered under the 2025 Bonds Repurchase Invitation is 99.375% of the principal amount per 2025 Bond (equal to EUR 99,375.00 per 2025 Bond). The Company invites the holders of the 2026 Bonds, whose remaining outstanding principal amount is EUR 593.5 million as of today, to tender for purchase for cash any and all of the 2026 Bonds (the "2026 Bonds Repurchase Invitation"). The repurchase price per 2026 Bond tendered under the 2026 Bonds Repurchase Invitation is 97.500% of the principal amount per 2026 Bond (equal to EUR 97,500.00 per 2026 Bond). The Company also invites the holders of the 2027 Bonds, whose full outstanding principal amount is EUR 875 million as of today, to tender for purchase for cash up to EUR 350 million principal amount of the 2027 Bonds (the "2027 Bonds Repurchase Invitation" and together with the 2025 Bonds Repurchase Invitation and the 2026 Bonds Repurchase Invitation, the “Repurchase Invitations”). The repurchase price per 2027 Bond tendered under the 2027 Bonds Repurchase Invitation will be determined by the Company in accordance with the modified reverse Dutch auction procedure, but is at least 94.500% of the principal amount per 2027 Bond (equal to EUR 94,500.00 per 2027 Bond). The Company will also pay interest accrued on the purchased Convertible Bonds from and including the interest payment date for the corresponding Convertible Bonds immediately preceding the settlement date of the respective Repurchase Invitation to but excluding the settlement date of such Repurchase Invitation. The Repurchase Invitations will start today, 17 February 2025, at 09:00 (CET) and expire at 17:30 (CET) on 18 February 2025, unless amended, extended, re-opened or terminated. Settlement of the 2025 Bonds Repurchase Invitation is expected to take place on 26 February 2025. Settlement of the 2026 Bonds Repurchase Invitation is expected to take place on 5 March 2025. Settlement of the 2027 Bonds Repurchase Invitation is expected to take place on 26 February 2025. The decision to accept any offer to sell any of the Convertible Bonds is at the Company's sole and absolute discretion. Delivery Hero also 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, the 2026 Bonds, and the 2027 Bonds.   Responsible Person for this Publication Christoph Bast Head of Investor Relations
ir@deliveryhero.com   Important notice This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Repurchase Invitations are not an extension of a tender offer in the United States for securities of Delivery Hero SE. A tender offer for the sale of the securities is not being made within the United States or to, or for the account or benefit of, persons located or resident in the United States or in any other jurisdiction where the Repurchase Invitations or any participation therein would be unlawful. 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, Germany 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 the Repurchase Invitations refer 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. In the United Kingdom, this announcement is only directed at persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person 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 the Repurchase Invitations are directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation). No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. This announcement does not constitute a recommendation concerning the Repurchase Invitations. Investors should consult a professional advisor as to the suitability of the Repurchase Invitation for the person concerned. 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.