Deliveroo Regulatory News (ROO)

31 October 2023

Deliveroo plc ("Deliveroo" or "the Company")

Acquisition of Shares and Total Voting Rights

Further to its announcement of the results of its Tender Offer earlier today, Deliveroo confirms that, under the terms of the Option Agreement, it has acquired from Goldman Sachs 192,307,407 Class A Ordinary Shares in the Company at the Strike Price of 130 pence per Class A Ordinary Share, representing a total cost of £249,999,629.10. The Class A Ordinary Shares acquired by the Company have today been cancelled. The Class A Ordinary Shares were originally purchased by Goldman Sachs pursuant to the Tender Offer at the Strike Price.

In accordance with DTR 5.6.1, Deliveroo would like to notify the market of the following:

· The 192,307,407 Class A Ordinary Shares acquired by the Company from Goldman Sachs represented approximately 11.2% of the voting rights attributable to the Class A Ordinary Shares immediately prior to such acquisition.

· Following completion of the Tender Offer and the cancellation of the 192,307,407 Class A Ordinary Shares, the issued share capital consists of: (i) 1,566,505,890 Class A Ordinary Shares of £0.005 (including 40,668,480 Class A Ordinary Shares held by the Company in treasury) each carrying one vote; and (ii) 102,508,168 Class B Ordinary Shares of £0.005, each carrying twenty votes. The Company does not hold any Class B Ordinary Shares in treasury.

· The total number of voting rights attributable to the Class A Ordinary Shares is therefore 1,525,837,410.

The above figure (1,525,837,410) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Class A Ordinary Shares under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used in this announcement have the meanings given to them in the announcement of the Company dated 28 September 2023 in respect of the Tender Offer.

IMPORTANT NOTICE

This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Ordinary Shares or other securities.

The full terms and conditions of the Tender Offer are set out in the Circular.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Deliveroo and for no-one else in connection with the Return of Value and will not be responsible to any person other than Deliveroo for providing the protections afforded to clients of Goldman Sachs or for providing advice in relation to the matters described in this announcement.

Barclays Bank PLC ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Deliveroo and for no-one else in connection with the Return of Value and will not be responsible to any person other than Deliveroo for providing the protections afforded to clients of Barclays or for providing advice in relation to the matters described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays and Goldman Sachs (the "Financial Advisers") under FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable: (i) none of the Financial Advisers or any persons associated or affiliated with either of them accepts any responsibility whatsoever or makes any warranty or representation, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by, or on behalf of it, Deliveroo or the Directors, in connection with Deliveroo and/or the Tender Offer; and (ii) each of the Financial Advisers and each of their respective affiliates accordingly disclaims, to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this announcement or any such statement. No representation or warranty, express or implied, is made by any of the Financial Advisers or any of their respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and nothing in this document will be relied upon as a promise or representation in this respect, whether or not as to the past or future.

Cautionary statement regarding forward-looking statements

This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond our control and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believe", "expect", "may", "will", "would", "could", "should", "shall", "risk", "intend", "estimate", "aim", "plan", "predict", "continue", "assume", "positioned", "anticipate", "hope" or "target" or the negative thereof, other variations thereon 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 our intentions, beliefs or current expectations concerning, among other things, the future results of operations, financial condition, liquidity, prospects, growth, strategies, our dividend policy, and the industry in which we operate.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions and by their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties we face. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed, or implied in such forward-looking statements.

Such forward-looking statements contained in this announcement speak only as of the date of this announcement, and such forward-looking statements based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company, the Directors and the Financial Advisers and their respective affiliates expressly disclaim any obligation or undertaking to update these forward-looking statements contained in the document to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Regulation Rules, the Listing Rules, or the Disclosure Guidance and Transparency Rules of the FCA or Regulation (EU) 596/2014, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time (the "UK Market Abuse Regulation").

No statement in this announcement or incorporated by reference into this announcement is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those for the preceding financial periods of the Company.