Director/PDMR Shareholding

RNS Number : 3012U

Deliveroo PLC

02 December 2021

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.

2 December 2021

Deliveroo plc

(the "Company")

Results of placing of Class A Ordinary Shares in the Company

Notifications of transactions by Persons Discharging Managerial Responsibility ("PDMR")

Vesting of RSU Awards, Sale of Shares to Satisfy Tax Liabilities from Vesting of RSU Awards and Overall Increase in Shareholding

As set out in the Company's prospectus dated 22 March 2021 and pricing statement dated 31 March 2021 (together, the "Prospectus"), between 2018 and 2021 Will Shu and Adam Miller were granted restricted stock unit awards ("RSUs") with certain vesting timelines and conditions, with portions of these RSUs vesting according to a fixed schedule (i) at the date of admission of the Company's Class A Shares to the London Stock Exchange's main market for listed securities on 7 April 2021 ("Admission"), (ii) on 1 December 2021 (the "December 2021 Vesting"), (iii) on a monthly basis (until December 2021 for Will Shu, and until November 2024 for Adam Miller), and (iv) on an annual basis (starting in April 2023 for Will Shu only). Details of the December 2021 Vesting for each of Will Shu and Adam Miller are set out in the tables below.

Further to the announcement made by the Company on 1 December 2021, the Company has been informed that following the December 2021 Vesting, each of Will Shu and Adam Miller has sold the number of Class A Ordinary Shares at the price per Class A Ordinary Share set out in the tables below solely to satisfy tax liabilities arising on the vesting of RSUs since Admission by way of an accelerated book building process and placing to institutional investors, led by Goldman Sachs International (the "Transaction"). As Will Shu's RSUs vest into Class B Ordinary Shares, the same number of Class B Ordinary Shares were converted into Class A Ordinary Shares in accordance with the Company's articles of association in order to effect his sale. Neither Will Shu nor Adam Miller will retain any net proceeds as a result of the Transaction.

The Transaction was permitted in accordance with an exemption to the lock-up arrangements disclosed in the Prospectus, which allows Directors, employees and option holders to sell shares during the lock-up period to satisfy tax liabilities or option exercise amounts pursuant to the vesting and exercise of any awards pursuant to an employee share or share option scheme or the RSUs as described in the Prospectus. Following the Transaction, all remaining shares in the Company held by Will Shu and Adam Miller (including the newly-received shares) continue to be subject to the lock-up arrangements for 365 days from the date of Admission, including the exemption to sell shares to satisfy tax liabilities arising out of the vesting of RSUs.

Following the December 2021 Vesting and the Transaction, Will Shu's holding of Class B Ordinary Shares (each carrying twenty votes) has increased to 100,128,842, compared to 94,551,841 on 30 November 2021; Will Shu holds no Class A Ordinary Shares. Following the December 2021 Vesting and the Transaction, Adam Miller's holding of Class A Ordinary Shares (each carrying one vote) has increased to 561,767, compared to 401,800 on 30 November 2021.

The attached notifications by Will Shu and Adam Miller as PDMRs, have been made in accordance with the requirements of the EU Market Abuse Regulation (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018).

Contacts

Investor Relations

David Hancock, VP Investor Relations - [phone] or [e-mail] 

Tim Warrington, Investor Relations Director - [phone] or [e-mail]

Media Relations

Joe Carberry, VP Communications - [phone]

Romilly Dennys, Head of Corporate Communications, UKI - [phone]

Tulchan Communications, James Macey White, Jessica Reid, Mark Burgess - [e-mail]

1a) Will Shu RSU Vesting

1.	Details of the person discharging managerial responsibilities / person closely associated
(a)	Name	Will Shu
2.	Reason for the notification
(a)	Position/status	Chief Executive Officer
(b)	Initial notification/ Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)	Name	Deliveroo plc
(b)	LEI	984500F6537F74DDEE77
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)	Description of the financial instrument, type of instrument	Class B Ordinary Shares of 0.5p each
(b)	Identification code	N/A
(c)	Nature of the transaction	The vesting of restricted stock unit awards under the Restricted Stock Units Contracts
(d)	Price(s) and volume(s)	Price(s) Volume(s) £2.78 22,485,200
(e)	Aggregated information -  Aggregated volume -  Price	Not applicable £62,508,856
(f)	Date of the transaction	1 December 2021
(g)	Place of the transaction	Outside a trading venue

1b) Will Shu Share Sale

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Will Shu
2.	Reason for the notification
(a)	Position/status	Chief Executive Officer
(b)	Initial notification/ Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)	Name	Deliveroo plc
(b)	LEI	984500F6537F74DDEE77
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)	Description of the financial instrument, type of instrument	Class A Ordinary Shares of 0.5p each
(b)	Identification code	ISIN: GB00BNC5T391
(c)	Nature of the transaction	Sale of Class A ordinary shares
(d)	Price(s) and volume(s)	Price(s) Volume(s) £2.78 16,908,199
(e)	Aggregated information -  Aggregated volume -  Price	Not applicable £47,004,793.22
(f)	Date of the transaction	1 December 2021
(g)	Place of the transaction	London Stock Exchange, Main Market (XLON)

2a) Adam Miller RSU Vesting

5.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Adam Miller
6.	Reason for the notification
(a)	Position/status	Chief Financial Officer
(b)	Initial notification/ Amendment	Initial notification
7.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)	Name	Deliveroo plc
(b)	LEI	984500F6537F74DDEE77
8.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)	Description of the financial instrument, type of instrument	Class A Ordinary Shares of 0.5p each
(b)	Identification code	ISIN: GB00BNC5T391
(c)	Nature of the transaction	The vesting of restricted stock unit awards under the Restricted Stock Units Contracts
(d)	Price(s) and volume(s)	Price(s) Volume(s) £2.78 854,200
(e)	Aggregated information -  Aggregated volume -  Price	Not applicable £2,374,676
(f)	Date of the transaction	1 December 2021
(g)	Place of the transaction	London Stock Exchange, Main Market (XLON)

2b) Adam Miller Share Sale

9.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Adam Miller
10.	Reason for the notification
(a)	Position/status	Chief Financial Officer
(b)	Initial notification/ Amendment	Initial notification
11.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)	Name	Deliveroo plc
(b)	LEI	984500F6537F74DDEE77
12.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)	Description of the financial instrument, type of instrument	Class A Ordinary Shares of 0.5p each
(b)	Identification code	ISIN: GB00BNC5T391
(c)	Nature of the transaction	Sale of Class A Ordinary Shares
(d)	Price(s) and volume(s)	Price(s) Volume(s) £2.78 694,233
(e)	Aggregated information -  Aggregated volume -  Price	Not applicable £1,929,967.74
(f)	Date of the transaction	1 December 2021
(g)	Place of the transaction	London Stock Exchange, Main Market (XLON)

IMPORTANT NOTICE

The publication or distribution or release of this announcement and the Transaction as set out in this announcement in certain jurisdictions may be restricted by law. This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No action has been taken that would permit an offering of the securities referred to in this announcement or possession or distribution of this announcement or any other offering or publicity material relating to the securities referred to in this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement and any offer of securities to which it relates are only addressed to and directed at (1) in the United Kingdom and in any member state of the European Economic Area, persons who are qualified investors in such member state within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") or in the United Kingdom within the meaning of the Prospectus Regulation as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 ("Qualified Investors"); and (2) in the United Kingdom, Qualified Investors who (a) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (b) fall within article 49(2)(a) to (d) of the Order or (c) are persons to whom an offer of securities may otherwise lawfully be made ("relevant persons").  The information regarding the Transaction set out in this announcement must not be acted on or relied on by persons in the European Economic Area who are not Qualified Investors or by persons in the United Kingdom who are not relevant persons. Any investment or investment activity to which this announcement relates is available in the European Economic Area only to Qualified Investors and in the United Kingdom only to relevant persons and will be engaged in only with such persons.

In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for any securities in any jurisdiction into which such offer or solicitation would be unlawful.

The securities referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or transferred, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States.

The offer and sale of securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Japan or South Africa.

No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction. No prospectus or offering document has been or will be prepared by the Company in connection with the Transaction. 

Goldman Sachs International ("GSI") is only acting for Will Shu and Adam Miller (the "Sellers")  in connection with the transaction referred to in this release, and no one else, and will not be responsible to anyone other than the Sellers for providing the protections offered to clients of GSI, nor will GSI be responsible for providing advice in relation to the transaction referred to in this release. In connection with the transaction referenced herein, GSI will receive a fee from the Sellers for the services provided to them.

Goldman Sachs makes no representation or warranty of any kind with respect to the accuracy or completeness of any information contained in this release. Goldman Sachs has not independently verified such information and has relied on such information being complete and accurate in all material respects. Nothing contained herein constitutes or should be construed as (i) investment, tax, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

GSI is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

 

END

 

 

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