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.

1 December 2021

Deliveroo plc

(the "Company")

Potential Sale of Shares by Directors to Satisfy Tax Liabilities from Vesting of RSU Awards

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). 

The Company has been informed that following the December 2021 Vesting, each of Will Shu and Adam Miller intends to sell Class A Ordinary Shares solely to satisfy tax liabilities arising on the vesting of RSUs since Admission (the "Proposed Transaction"). The Proposed Transaction is expected to be launched immediately, with the price to be set by way of an accelerated bookbuilding process and placing to institutional investors, led by Goldman Sachs International. If the Proposed Transaction completes, neither Will Shu nor Adam Miller will retain any net proceeds as a result of the Proposed Transaction.

The Proposed Transaction is 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.

If the Proposed Transaction completes, Will Shu's holding of Class B Ordinary Shares (each carrying twenty votes) and Adam Miller's holding of Class A Ordinary Shares (each carrying one vote) are both expected to increase following the December 2021 Vesting and the Proposed Transaction, compared to their respective holdings immediately following Admission.

If the Proposed Transaction proceeds, a further announcement will be made in accordance with the requirements of the Market Abuse Regulation No. 596/2014 (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018) ("Market Abuse Regulation").

This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation and is being released on behalf of Deliveroo plc by Catherine Sukmonowski, Company Secretary.

Contacts

Investor Relations

David Hancock, VP Investor Relations - +44 7966 930716 or [email protected] 

Tim Warrington, Investor Relations Director - +44 7921 576395 or [email protected]

Media Relations

Joe Carberry, VP Communications - +44 7787 561905

Romilly Dennys, Head of Corporate Communications, UKI - +44 7786 221309

Tulchan Communications, James Macey White, Jessica Reid, Mark Burgess - [email protected]

IMPORTANT NOTICE

The publication or distribution or release of this announcement and the Proposed 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 Proposed 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 Proposed Transaction.