Takeaway.com, an online food delivery marketplace in Continental Europe, has successfully placed 8.35 million new ordinary shares of the Company, representing approximately 19 per cent of its outstanding share capital.
The company raised approximately EUR430 million through an accelerated bookbuild offering at an issue price of EUR51.50 per New Share, as well as a concurrent offering of convertible bonds in the aggregate principal amount of EUR250 million due January 2024. After launching the Capital Increase of approximately 6.5 million ordinary shares, investor demand enabled the Company to upsize the Capital Increase to 8.35 million ordinary shares.
The gross proceeds raised from the Capital Increase and the Convertible Bond issuance will be used to pay the cash portion of the acquisition of Delivery Hero Germany and foodora from Delivery Hero SE (“Delivery Hero”), which was previously announced on 21 December 2018 and to fully reduce the standby equity underwriting commitment provided by ABN AMRO, BofA Merrill Lynch and ING and the bridge financing commitment provided by ABN AMRO and ING as announced at the time of the acquisition announcement.
The Convertible Bonds will be issued at 100 per cent of their nominal value, with an interest rate of 2.25 per cent payable semi- annually in arrear in equal instalments on 25 January and 25 July of each year, commencing on 25 July 2019, and will have a maturity of five years and a minimum denomination of EUR100,000 each. The initial conversion price of the Convertible Bonds will be set at EUR69.525, representing a conversion premium of 35 per cent above the issue price per New Share in the Capital Increase.
The Convertible Bonds may be converted into ordinary shares of the Company, subject to the approval at an extraordinary general meeting of the Company of (i) the granting of rights to acquire ordinary shares of the Company and the exclusion of pre-emptive rights relating thereto to enable the issue of ordinary shares of the Company upon conversion of the Convertible Bonds and (ii) the Acquisition (together, the “Resolutions”), which Resolutions shall be approved by no later than 25 October 2019 (being nine months following the Issue Date (the “Long-Stop Date”).
Should the Resolutions not be approved or the Acquisition not occur before the Long-Stop Date, then the Convertible Bonds will be redeemed in cash in accordance with the terms and conditions of the Convertible Bonds.
The Company will have the option to redeem all, but not some only, of the Convertible Bonds at their principal amount plus any accrued interest from 9 February 2022 (being the day falling three years and fifteen days after the Issue Date), should the value of an ordinary share of the Company exceed 130 per cent of the conversion price over a certain period.
The Capital Increase transaction will be executed by way of a private placement of the New Shares on a non-pre- emptive basis (the “Placement”). Settlement of the Placement is expected to take place on 22 January 2019 (the “Closing Date”). Settlement of the Convertible Bond issue is expected to take place on 25 January 2019 (the “Issue Date”). The Company will apply for the Convertible Bonds to be listed and admitted to trading on a regulated market within the European Economic Area no later than 25 July 2019. Settlement of each of the Placement and the Convertible Bond issue is not conditional on the occurrence of the other.
The Company, its subsidiaries and the members of the Company’s management board (either individually or through their entity holding the ordinary shares in the Company owned by them, as applicable) are subject to lock-up undertakings ending 90 calendar days after the Issue Date, subject to customary exceptions and an exception for the issue of shares to Delivery Hero as part of the Acquisition, as well as waiver by certain of the Banks.
Following payment and settlement of the Capital Increase, the New Shares will be listed and admitted to trading on Euronext Amsterdam. The New Shares will rank pari passu in all respects with the Company’s existing ordinary shares. The New Shares will have voting rights at the EGM currently expected to be held on 5 March 2019.
No prospectus is required in respect of the Placement and no prospectus or similar document will be published in connection with the Placement or the offering of the Convertible Bonds. The Company is likely to publish one or more prospectuses at a later stage in connection with the listing of Takeaway.com financial instruments issued to Delivery Hero following completion of the Acquisition and/or in connection with the listing of the Convertible Bonds. Copies of any such prospectuses will be made available by the Company on its website once published.
ABN AMRO, BofA Merrill Lynch and ING acted as Joint Global Coordinators and Joint Bookrunners on the Capital Increase. BofA Merrill Lynch, Société Générale and UBS Investment Bank acted as Joint Global Coordinators and Joint Bookrunners on the offering of the Convertible Bonds, alongside ABN AMRO and ING as Joint Bookrunners.
