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DGAP-Adhoc: Delivery Hero SE successfully places EUR 1.75 billion convertible bonds and new shares from cash capital increase with gross proceeds of c. EUR 571 million

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DGAP-Ad-hoc: Delivery Hero SE / Key word(s): Financing/Capital Increase
Delivery Hero SE successfully places EUR 1.75 billion convertible bonds and
new shares from cash capital increase with gross proceeds of c. EUR 571
million

16-Jan-2020 / 00:29 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

AD-HOC RELEASE

Public disclosure of inside information according to Article 17 para. 1 of
the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation -
MAR)

*Delivery Hero SE successfully places EUR 1.75 billion convertible bonds and
new shares from cash capital increase with gross proceeds of c. EUR 571
million*

*Berlin, January 15, 2020* - Delivery Hero SE ("Delivery Hero" or the
"Company", ISIN: DE000A2E4K43, Frankfurt Stock Exchange: DHER) placed two
tranches ("Tranche A" and "Tranche B") of senior, unsecured convertible
bonds maturing in January 2024 (Tranche A) and January 2027 (Tranche B) in a
principal amount of EUR 875 million (Tranche A) and EUR 875 million (Tranche
B), divided into 17,500 bonds in a nominal amount of EUR 100,000 each (the
"Convertible Bonds"). The Convertible Bonds are initially convertible into
approximately 17.9 million new or existing ordinary no-par value registered
shares of Delivery Hero.

The Convertible Bonds will be issued at 100% of their nominal value and with
a semi-annually payable coupon of 0.25% p.a. (Tranche A) and 1.00% p.a.
(Tranche B). The initial conversion price amounts to EUR 98.00 (Tranche A)
and EUR 98.00 (Tranche B), representing a conversion premium of 40.00%
(Tranche A) and 40.00% (Tranche B) above the reference price of EUR 70.00
(placement price of the concurrent share offering). The Convertible Bonds
have been placed solely to institutional investors in certain jurisdictions
via a private placement. Shareholders' subscription rights were excluded.
The Convertible Bonds are expected to be issued on or around January 23,
2020 and are expected to be admitted to trading on the non-regulated open
market segment (_Freiverkehr_) of the Frankfurt Stock Exchange shortly
thereafter.

Delivery Hero is entitled to redeem the Convertible Bonds at any time (i) on
or after February 13, 2023 (Tranche A) and February 13, 2025 (Tranche B), if
the stock exchange price per Delivery Hero share amounts to at least 130%
(Tranche A) or 150% (Tranche B) of the then relevant conversion price over a
certain period or (ii) if 15% or less of the aggregate principal amount of
the relevant tranche of the Convertible Bonds remain outstanding.

Delivery Hero also increased its current share capital by approximately
4.3%, from EUR 188,775,039 to EUR 196,933,589, through the exercise of its
authorized capital (the "Capital Increase"). Shareholders' subscription
rights were excluded. The 8,158,550 new no-par value ordinary registered
shares have been placed with institutional investors at a placement price of
EUR 70.00 per new share by way of an accelerated bookbuilding.

The new shares shall be admitted to trading on the regulated market
(_regulierter Markt_) without a prospectus and are expected to be included
in the existing quotation for the Company's shares in the sub-segment of the
regulated market with additional post-admission obligations (Prime Standard)
on the Frankfurt Stock Exchange on or around January 21, 2020 and carry full
dividend rights as of January 1, 2019.

The Company receives gross proceeds amounting to EUR 1.75 billion from the
Convertible Bonds and approximately EUR 571 million from the Capital
Increase. The proceeds are intended to be used to finance a portion of the
cash component of the consideration for the purchased shares in Woowa
Brothers Corp., as announced on December 13, 2019, and for general corporate
purposes.

As part of the transactions, the Company has agreed to a lock-up period of
90 days, subject to customary exceptions.

*************

*Investor Relations Enquiries* *Media Enquiries*

Duncan McIntyre Vincent Pfeifer
Senior Vice President & Head Corporate Spokesperson & Senior
of Investor Relations Manager Corporate Communications

ir@deliveryhero.com press@deliveryhero.com

*Disclaimer*

This announcement may not be published, distributed or transmitted, directly
or indirectly, in the United States of America (including its territories
and possessions), Canada, Japan or Australia or any other jurisdiction where
such announcement could be unlawful. The distribution of this announcement
may be restricted by law in certain jurisdictions and persons who are in
possession of this document or other information referred to herein should
inform themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an
offer to purchase, securities of Delivery Hero SE or of any of its
subsidiaries in the United States of America, Germany or any other
jurisdiction. Neither this announcement nor anything contained herein shall
form the basis of, or be relied upon in connection with, an offer in any
jurisdiction. The securities offered will not be and have not been
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements
under the Securities Act.

In the United Kingdom, this announcement is only directed at persons who (i)
are investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
(the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of
the Order (high net worth companies, unincorporated associations, etc. (all
such persons together being referred to as "Relevant Persons")). This
document must not be acted on, or relied upon, by persons who are not
Relevant Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.

_In member states of the European Economic Area the placement of securities
described in this announcement (the "Placement") is directed exclusively at
persons who are "qualified investors" within the meaning of Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017
(Prospectus Regulation)._

_No action has been taken that would permit an offering or an acquisition of
the securities or a distribution of this announcement in any jurisdiction
where such action would be unlawful. Persons into whose possession this
announcement comes are required to inform themselves about and to observe
any such restrictions._

_This announcement does not constitute a recommendation concerning the
Placement. Investors should consult a professional advisor as to the
suitability of the Placement for the person concerned._

This release may contain forward looking statements, estimates, opinions and
projections with respect to anticipated future performance of Delivery Hero
SE ("forward-looking statements"). These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes," "estimates," "anticipates," "expects," "intends," "may," "will"
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. Forward-looking statements are based on the
current views, expectations and assumptions of the management of Delivery
Hero SE and involve significant known and unknown risks and uncertainties
that could cause actual results, performance or events to differ materially
from those expressed or implied in such statements. Forward-looking
statements should not be read as guarantees of future performance or results
and will not necessarily be accurate indications of whether or not such
results will be achieved. Any forward-looking statements included herein
only speak as at the date of this release. We undertake no obligation, and
do not expect to publicly update, or publicly revise, any of the
information, forward-looking statements or the conclusions contained herein
or to reflect new events or circumstances or to correct any inaccuracies
which may become apparent subsequent to the date hereof, whether as a result
of new information, future events or otherwise. We accept no liability
whatsoever in respect of the achievement of such forward-looking statements
and assumptions.

*Contact:*
Julia Schmidtmann
Legal Counsel

*Additional information:*
Language: English
Company: Delivery Hero SE
Oranienburger Strasse 70
10117 Berlin
Germany
Phone: +49 (0)30 544459 105
Email: ir@deliveryhero.com
Internet: www.deliveryhero.com
ISIN: E000A2E4K43
WKN: A2E4K4
Listed: Regulated Market in Frankfurt (Prime Standard); Open Market in
Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange

16-Jan-2020 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Delivery Hero SE
Oranienburger Straße 70
10117 Berlin
Germany
Fax: +49 (0)30 5444 59 024
E-mail: info@deliveryhero.com
Internet: www.deliveryhero.com
ISIN: DE000A2E4K43
WKN: A2E4K4
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange; London, OTC QB, OTC QX,
SIX, Vienna Stock Exchange
EQS News ID: 954569


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January 15, 2020 18:30 ET ( 23:30 GMT)
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