You are attempting to enter the section of this website (the "Microsite") that is designated for the publication of documents and information (together, the "Information") in connection with the proposed return of £250 million by Deliveroo plc ("Deliveroo") by way of tender offer, announced on 28 September 2023 (the "Tender Offer") and the general meeting of Deliveroo to be held at the offices of Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London, EC2P 2SR on 16 October 2023 at 9.00am.
ACCESS TO THIS AREA OF THE MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS WHO ARE RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION (A “RESTRICTED JURISDICTION”). IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A VIOLATION OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEBPAGE.
THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY PERSON SEEKING ACCESS TO THE MICROSITE REPRESENTS AND WARRANTS TO DELIVEROO THAT THEY ARE DOING SO FOR INFORMATION PURPOSES ONLY.
BASIS OF ACCESS TO INFORMATION
Please read this notice carefully before clicking "I agree" or "I disagree" below. This notice applies to all persons who view the Information contained on this Microsite and, depending on where you are located, it may affect your rights or responsibilities. This notice may be amended or updated by Deliveroo from time to time and it should be read carefully in full each time you wish to view the Microsite. In addition, the content of the Microsite, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of Deliveroo.
The Information speaks only at the date of the relevant document or announcement and Deliveroo has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).
For regulatory reasons we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view information relating to the Tender Offer, you have to read the following and then press "I agree". If you are unable to agree you should press "I disagree" and you will not be able to view any such details.
The Information is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction nor intended to be accessible by persons in any Restricted Jurisdiction.
Nothing on, or which can be downloaded from, the Microsite constitutes an offer to sell or an invitation or solicitation of any offer to purchase or subscribe for any securities or solicitation of any votes attaching to securities which are the subject of the Tender Offer in any jurisdiction in which such offer or solicitation is unlawful. The Information may not be downloaded or accessed by any person from or in any jurisdiction where it would or may constitute a violation of the laws of such jurisdiction to do so. No Information may be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent in, into or from any jurisdiction where it would or may constitute a violation of the laws of such jurisdiction to do so, and persons receiving any Information (including, without limitation, trustees, nominees or custodians) must not mail or otherwise forward, distribute or send it in, into or from such a jurisdiction, as to do so may invalidate any purported tender of ordinary shares for purchase pursuant to the Tender Offer.
The Information on, or which can be downloaded from, the Microsite contains information that has been prepared for the purposes of complying with English law and the Information disclosed may not be the same as that which would have been disclosed if the Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view or download the Information on the Microsite, or viewing or downloading the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view or download the Information, please exit this webpage by clicking on the "I disagree" box below.
By clicking on the "I agree" box below, you certify that you will not, directly or indirectly, forward, mail, transmit, show or distribute (by any means including by electronic transmission) the Information to any person. In particular, you certify that you will not forward or transmit the Information either in whole or in part in, into or from any jurisdiction where to do so would or may constitute a violation of, or be restricted by, the laws of such jurisdiction. Failure to comply with any such restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction.
ADDITIONAL U.S. INFORMATION
The Tender Offer relates to the securities of a non-US company which is registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States ("US") in certain material respects. Any financial statements or other financial information included in this Microsite and the Information contained therein has not been prepared in accordance with generally accepted accounting principles in the US and thus may not be comparable to financial information relating to US companies. or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
It may be difficult for US holders of shares to enforce certain rights and any claims they may have arising under the US federal securities laws in connection with the Tender Offer since Deliveroo is located in a country other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders of shares may not be able to sue Deliveroo or its officers or directors in a non-US court for violations of the US securities laws. Further, it may not be possible to compel Deliveroo and its respective affiliates to subject themselves to a US court’s judgment.
None of the Information or any other document relating to the Tender Offer has been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission, or any US state securities commission or any other US regulatory authority, and such authorities have not confirmed the accuracy or determined the adequacy of this information contained in this Microsite and the merits of the Tender Offer. Any representation to the contrary is a criminal offence in the US.
This Microsite and the Information contained in it may contain 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 “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. All forward-looking statements contained in this Microsite and the Information contained in it are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
By their nature, forward-looking statements involve risk and uncertainty because they are based on management's current expectations and assumptions and they relate to future events and other risks, uncertainties, assumptions and circumstances relating to Deliveroo and its operations, results of operations and growth strategy. Forward-looking statements may, and often do, differ materially from actual results, performance or events expressed or implied in these statements. Readers should not place undue reliance on forward-looking statements.
Such forward-looking statements contained in this Microsite speak only as of the date of this Microsite, 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. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation and the rules of the London Stock Exchange), Deliveroo is not under any obligation and Deliveroo expressly disclaims any intention, obligation or undertaking (to the maximum extent permitted by law) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
In relation to the Information accessible on the Microsite, please note any statement of responsibility contained therein.
The Information included in the Microsite issued or published by Deliveroo speaks only at the specified date of the relevant document and, subject to any continuing obligations under applicable law or any relevant regulatory requirements, Deliveroo expressly disclaims any obligation to disseminate, after the date of the posting of any document or announcement on this webpage, any updates or revisions to any statements in such documents or announcements in relation to the Tender Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF THIS NOTICE
By clicking on "I agree" below, you confirm that you: (i) have read, understood and agreed to be bound by the terms of the notice set out above; (ii) are not resident in any jurisdiction (or acting on behalf of someone fitting that criteria) where to download or view the Information would constitute a violation of the laws of that jurisdiction; (iii) represent and warrant to Deliveroo that you intend to access the Microsite for information purposes only; and (iv) will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on the Microsite to any other person at any time.
If you click "I disagree" below, we will be unable to provide you with access to the Information and you will be redirected to Deliveroo’s homepage.
If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an appropriately authorised independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.