LONDON: Deliveroo, the online food delivery platform that operates in over 800 locations across 12 markets, is considering an initial public offering (IPO) for the standard listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange.
Highlights:
● Shares would be admitted to the Standard Listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange.
● The Offer would be comprised of new Shares to be issued by the Company and existing Shares to be sold by certain existing shareholders.
● The Offer would be a targeted offering to institutional investors outside the United States pursuant to Regulation S and to QIBs in the United States pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”) (the “Institutional Offer”).
● The Offer would include a community offer in which the Company will enable UK-based consumers with a Deliveroo account to apply for shares in the company.
● The Company would have two classes of ordinary shares, Class A Shares and Class B Shares. The Class B Shares would, on Admission, be held solely by Deliveroo’s Founder and Chief Executive Officer, Will Shu. On a poll, holders of the Class A Shares shall be entitled to one vote for every Class A Share, and Will Shu, as the sole holder of the Class B Shares shall be entitled to 20 votes for every Class B Share held. Only the Class A Shares will be offered in the IPO and admitted to the Standard Listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange. The Class B Shares will not be admitted to listing or to trading on any stock exchange. The structure will last for three years from IPO. On the third anniversary of an IPO, the Class B Shares will automatically convert into Class A Shares.
● Any additional details in relation to the potential Offer, together with any changes to corporate governance arrangements would be disclosed in an Intention to Float (“ITF”) announcement and/or the Prospectus, if and when published.
● The Company has engaged Goldman Sachs International and J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) (“J.P. Morgan Cazenove”) as Joint Global Co-ordinators, and Merrill Lynch International (“BofA Securities”), Citigroup Global Markets Limited (“Citigroup”), Jefferies International Limited (“Jefferies”) and Numis Securities Limited (“Numis”) as Joint Bookrunners in the event the Offer proceeds.
Will Shu, Founder & CEO of Deliveroo: “I never set out to be a founder or a CEO. I was never into start-ups, I didn’t read TechCrunch. I’m not one of those Silicon Valley types with a million ideas. I had one idea. One idea born out of personal frustration. An idea that I was fanatically obsessed with: I wanted to get great food delivered from amazing London restaurants.
At the end of the day, I started the business because I wanted something better than what was available to me. At the core, I am a customer. And that is how I will always view the world: through the lens of our customers – our riders, our restaurant & grocery merchants and our end consumers.
I was looking through my first ever pitch deck from 2013 for inspiration when writing this letter. Today, the business is so, so much bigger than I ever would have thought possible then. We are building delivery-only kitchens, delivering groceries, building tools for restaurants to take them into the digital age – things I would not have been able to contemplate back then. Yet we truly believe we are still getting started. Our ambitions have increased as we start to truly understand and execute on the opportunity in front of us in online food. But this is also the way I will always view the world: we are all about food.
So a lot has changed, but two very important things haven’t. First, we are customer-obsessed. And second, we are all about food. And if there are two principles that govern us here, it’s these.
Today we operate in 12 markets right across the world. 115,000 food merchants, over 100,000 riders, millions of consumers. Every single month, every single year, we focused on getting better – sometimes incrementally and sometimes by leaps and bounds – focusing on great food and being customer-obsessed. But the last 12 months were different.
I was sad to see many of our partners struggle – restaurants owners I’ve known for years face closure and ruin – all due to some terrible virus. So we took action to help. We reached out, brought new technology to them, guided them through the new rules so we all stayed safe, provided more Editions kitchens, and made sure that they could get their food to their customers. Together, we delivered almost a million meals to frontline NHS staff. It made me realise how far we had come. All of us working together – restaurants, riders, consumers and Deliveroo – working as one community.
Now we take the next big step in our journey by allowing everyone to have a share in our future. That’s why we are planning to take Deliveroo public here in London, the city where it all started – and we plan to offer our customers across the UK the chance to own a part of the business. We are proud to be enabling our customers to participate in a future float and have the chance to buy shares. Your loyalty and custom has helped build our business. I want you to have a chance to share in our future.
I also want to say ‘thank you’ to those who have been with me on this journey, the riders, restaurants and grocers. We intend to create a fund to support thousands of our partner restaurants and grocers to rebuild their businesses after the pandemic and reach more customers, so they remain cornerstones of our neighbourhoods. And for our longest serving and hardest working riders – who have helped us to build this business – we intend to make individual payments of up to £10,000.
Serving our restaurants, our grocery partners, our riders and of course our end consumers is what we’re all about. All working together in the service of great food. That will never change. But how we do it will change. Join us on the journey”
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