Notification of Proposed Transfer to ESCC Category

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR AN EXEMPTION DOCUMENT AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER SECURITIES IN THE COMPANY NOR SHALL IT FORM THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.

11 September 2024

Deliveroo plc

Notification of Proposed Transfer from Equity Shares (Transition) Category to the Equity Shares (Commercial Companies) Category

Deliveroo plc ("Deliveroo" or the "Company" and together with its subsidiaries, the "Group") announces that it is proposing to transfer the listing category of all of its ordinary shares of £0.005 each (the "Ordinary Shares") from the equity shares (transition) category of the Official List maintained by the Financial Conduct Authority (the "FCA") (the "Official List") to the equity shares (commercial companies) category of the Official List, in accordance with UKLR 21.5R and UKLR TP 2 (the "Transfer").

The provision of a minimum of 20 business days' notice (which period commenced by way of today's announcement) is required to effect the Transfer. No shareholder approval is required in connection with the Transfer. It is anticipated that the Transfer will take effect at 8.00 a.m. on 10 October 2024 and is conditional on the approval of the FCA.

1. Background to and reasons for the Transfer

Deliveroo is an award-winning delivery service founded in 2013 by William Shu and Greg Orlowski. Deliveroo works with approximately 182,000 best-loved restaurants, grocery and retail partners, as well as around 140,000 riders to provide the best food delivery experience in the world. Deliveroo is headquartered in London, with offices around the globe. Deliveroo operates across 10 markets, including Belgium, France, Hong Kong, Italy, Ireland, Kuwait, Qatar, Singapore, United Arab Emirates and the United Kingdom.

The Company's A Ordinary Shares were admitted to the Standard Listing segment of the Official List and to trading on the Main Market of the London Stock Exchange on 7 April 2021. At the time of admission to the Main Market, the Company's time-limited dual class share structure meant that it was not eligible for admission to the Premium Listing segment of the Official List. Following the conversion of all of the outstanding B Ordinary Shares into A Ordinary Shares on 7 April 2024 and the subsequent redesignation of the A Ordinary Shares into Ordinary Shares, the time-limited dual class share structure ceased to exist. As a result of the implementation of the new UK Listing Rules (the "UKLRs") on 29 July 2024, the Company's listing was mapped to the equity shares (transition) category. As the new UKLRs create a new, simplified and more competitive listing regime in the UK, the Deliveroo Board has concluded that it would be in the best interests of the Company and its shareholders as a whole to effect the Transfer.

The Board believes that the Transfer will bring with it a number of benefits to the Company and its shareholders. In particular, the Board believes the Transfer will:

• provide an appropriate platform for the continued growth of the Company and further raise its profile and visibility;
• afford increased protection for investors under the UKLRs as a result of the higher standards placed on companies admitted to the equity shares (commercial companies) category, including in relation to significant transactions and related party transactions;
• benefit its shareholders by making the Company's hitherto voluntary adherence to certain equity shares (commercial companies) category standards of corporate governance, and regulatory and reporting compliance, compulsory;
• enable the Ordinary Shares to be considered for inclusion in the FTSE UK Index Series which could improve passive investment flows and investability for funds that are benchmarked to the FTSE UK Index Series; and
• place the Company in a position in which the liquidity in its Ordinary Shares could increase as a consequence of the improved investability.

The Company has therefore made the required application to the FCA to approve the Transfer with effect from 8.00 a.m. on 10 October 2024. As at 10 September 2024, the Company had 1,623,808,602 Ordinary Shares in issue.

2. Effect of the Transfer

No changes to the Company's business have been or are proposed to be made in connection with the Transfer.

Following the Transfer, certain additional provisions of the UKLRs will apply to the Company. These provisions are set out in UKLR 4 to 10 (inclusive) and relate to the following matters:

• the requirement for the Company to appoint a sponsor or obtain a sponsor's guidance in certain circumstances (UKLR 4);
• the application to the Company of certain eligibility requirements for admission to listing that are specific to companies admitted to the equity shares (commercial companies) category (UKLR 5);
• the requirement for the Company to comply with various continuing obligations that are specific to companies admitted to the equity shares (commercial companies) category, including requirements with respect to the content of the Company's annual report and accounts (including a statement as to compliance with the UK Corporate Governance Code or an explanation of any non-compliance - it being noted that the Company already includes disclosure along these lines in its annual report and accounts voluntarily) (UKLR 6);
• the requirement for the Company to make announcements with respect to significant transactions, reverse takeovers, indemnities and similar arrangements and issues by major subsidiaries, as well as the requirement to obtain shareholder approval for reverse takeovers (UKLR 7);
• the requirement for the Company to make announcements with respect to related party transactions as well as obtaining a fair and reasonable confirmation from a sponsor in relation to the terms of proposed related party transactions (UKLR 8);
• certain restrictions on the Company which are applicable to companies admitted to the equity shares (commercial companies) category relating to further issuances, dealing in own securities and treasury shares (UKLR 9); and
• certain requirements applicable to the Company with respect to the content of circulars issued by the Company to its shareholders (UKLR 10).
  
  

3. New eligibility requirements

The Company confirms that it will be able to meet the new eligibility requirements in UKLR 5.2, 5.3 and 5.4 which will apply to it on the Transfer.

With respect to UKLR 5.2, the Company confirms that it is not an externally managed company and with respect to UKLR 5.3, the Company confirms that it does not currently have a controlling shareholder.  In addition, the Company confirms that it has in place a constitution which: (a) provides that where the UKLRs require a shareholder vote to be taken, that vote must be decided by a resolution of the holders of the Ordinary Shares, as required by UKLR 6.2.27R; and (b) ensures that all Ordinary Shares carry an equal number of votes on any shareholder vote, as required by UKLR 5.4.2R.

4. FTSE eligibility and qualification

FTSE Russell meets on a quarterly basis to review the constituents of the FTSE UK Index Series, incorporating the FTSE 100, FTSE 250 and FTSE SmallCap indices. It is anticipated that, subject to the Transfer becoming effective and other conditions being met, the Company will be eligible to be considered for inclusion into the FTSE UK Index Series. The next FTSE Index new issue cut-off date is 6 November 2024, with the effective date for the review on 23 December 2024.

5. Corporate Governance

The Board is committed to the highest standards of corporate governance. As noted above, the annual report and accounts of the Group for the year ended 31 December 2023 describe how, throughout the financial year, the Company applied the principles of the current UK Corporate Governance Code.

The Board will be required to continue to report against the provisions of the UK Corporate Governance Code following the Transfer.

6. UK Takeover Code

As the Company has its registered office in the UK and its Ordinary Shares are admitted to trading on the Main Market of the London Stock Exchange, the Company is currently, and, following the Transfer will remain, subject to the UK Takeover Code, with which it complies.

7. Appointment of Sponsor

The Company has appointed Goldman Sachs International ("Goldman Sachs") to act as its Sponsor in relation to the Transfer. Goldman Sachs has given and has not withdrawn its written consent to the inclusion of the reference to its name in the form and context in which it is included in this announcement.

Enquiries

For further information:

Deliveroo plc

Goldman Sachs International (Joint Corporate Broker and Sole Sponsor)

Bertie Whitehead

Owain Evans

Louise Courtney

T: +44 (0) 20 7774 1000

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IMPORTANT NOTICE:

The contents of this announcement have been prepared by and are the sole responsibility of the Company. The Company is not offering any Ordinary Shares or other securities in connection with the proposals described in this announcement. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in the Company or securities in any other entity, in any jurisdiction, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "projects", "assumes", "expects", "intends", "may", "will", "would" 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. They appear in a number of places throughout this announcement and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Group's result of operations, financial condition, prospects, growth strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, market position, the Company's earnings, financial position, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

Subject to the Company's regulatory obligations, including under the UKLRs, the Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation and the Financial Services and Markets Act 2000 ("FSMA"), neither the Company nor Goldman Sachs International undertakes any obligation to update publicly or revise any forward-looking statement whether as a result of new information, future events or otherwise. None of the statements made in this announcement in any way obviates the requirements of the Company to comply with its regulatory obligations.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA in the United Kingdom, is acting for the Company and for no one else in connection with the Transfer and will not be responsible to any person other than the Company for providing the protections afforded to clients of Goldman Sachs, nor for providing advice in relation to the Transfer, the content of this announcement or any matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Goldman Sachs by the FSMA or the regulatory regime established thereunder, none of Goldman Sachs nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person in connection with this announcement, any statement contained herein or otherwise, nor makes any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement purported to be made by the Company, or on behalf of the Company, or Goldman Sachs, or on behalf of Goldman Sachs in connection with the Company or the Transfer. Goldman Sachs and its subsidiaries, branches and affiliates accordingly disclaim to the fullest extent permitted by law all and any responsibility or liability to any person, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.