Talabat Holding plc announces its intention to float on the Dubai Financial Market (DFM)

Talabat Holding plc (“talabat” or the “Company”), the leading on-demand online food ordering, delivery, takeaway and groceries and convenience retail marketplace in the MENA region, today announces its intention to proceed with an initial public offering (the “IPO” or the “Offering”) and to list its ordinary shares (the “Shares”) for trading on the Dubai Financial Market (“DFM”).

KEY HIGHLIGHTS OF THE OFFERING

● A total of 3,493,236,093 Shares, each with a nominal value of AED 0.04, will be made available in the Offering, representing 15% of the Company’s total issued share capital.
● All Shares to be offered are existing shares held by the Company’s sole shareholder, Delivery Hero MENA Holding GmbH (the “Selling Shareholder”), a wholly-owned subsidiary of Delivery Hero SE (“Delivery Hero”), a German public company listed on the Frankfurt Stock Exchange.

● The Offering will be made available to UAE Retail Investors, including Eligible Employees of talabat as part of the UAE Retail Offering or First Tranche (as defined below) as well as to Professional Investors outside the United States, including the UAE, as part of the Qualified Investor Offering or Second Tranche (as defined below).

● The subscription period will open on 19 November 2024 and end on 27 November 2024 for UAE Retail Investors and on 28 November 2024 for Professional Investors.
● The Offer Price will be determined through a book building process during the subscription period.

● The Internal Shariah Supervision Committee of Emirates NBD Bank PJSC has issued a Shariah pronouncement confirming that, in its view, the Offering is compliant with Shariah principles. Investors should undertake their own due diligence to ensure that the Offering is compliant with Shariah principles for their own purposes.

● Admission of the Shares to trading on DFM (“Admission”) is expected to take place on or around 10 December 2024.

CAPITAL STRUCTURE AND DIVIDEND POLICY

● The share capital of the Company, as at the publication date of the UAE Prospectus, has been set at AED 931,529,625 divided into 23,288,240,625 Shares paid-in-full, with the nominal value of each Share being AED 0.04.

● Following the Offering, the Company intends to pay a minimum dividend in an amount of AED 367.25 million (equivalent to USD 100 million) in April 2025 in respect of the financial results of the fourth quarter of 2024. The Company intends to pay a minimum dividend in the amount of AED 1,469 million (equivalent to USD 400 million) in two instalments in October 2025 and April 2026 in respect of the financial results for the year ending 31 December 2025.
● Following such distribution, the Company intends to pay dividends twice each calendar year, with an interim payment based on the first-half financial results being paid in October of that calendar year, and a second payment following full-year financial results being paid in April of the following calendar year, in each case with a target net income payout of 90%.
● The dividend policy is designed to reflect the Company’s expectation of strong cash flow and expected long-term earnings potential, while allowing talabat to retain sufficient capital to fund ongoing operating requirements and continued investment for long-term growth.

● The planned 2024 and 2025 dividends and the dividend policy are subject to the consideration of the Company’s board of directors (“Board of Directors”) of the cash management requirements of the Company’s business for operating expenses, financing expenses and anticipated capital expenditures. In addition, talabat expects that the Board of Directors will also consider market conditions, the then-current operating environment in the Company’s markets, and the Board of Directors’ outlook for the Company’s business.
Commenting on the intended Offering, Pieter-Jan Vandepitte, Chairperson of talabat, said: “Announcing talabat’s intention to float a 15% stake on DFM is a defining moment for talabat and for Delivery Hero.

Since Delivery Hero’s acquisition of talabat in 2015, it has become a major MENA tech success story, growing into the leading on-demand food ordering, delivery, takeaway and groceries and convenience retail marketplace and creating amazing experiences and value for partners and customers across the region. With its unmatched scale, strong MENA heritage and multi-category leadership, talabat is strategically positioned to seize the opportunity in its markets. Delivery Hero’s global expertise and network have been pivotal in driving talabat’s growth and as the Company enters a new era today, we believe now is the right time for additional investors to play a part in talabat's continuing success and future.”

Tomaso Rodriguez, Chief Executive Officer of talabat, said: “It gives us great pleasure to announce our intention to proceed with talabat’s IPO. Having begun our story in 2004 out of Kuwait, talabat has since transformed into a home-grown technology-driven food, groceries and retail delivery champion with deep local roots. Today, we are the leading MENA partner of choice for over 65,000 restaurant and grocery businesses, satisfying the everyday needs of over six million monthly active customers, across our eight regional markets. Our deep familiarity with a region that is experiencing strong economic and demographic growth has resulted in a robust financial profile with GMV of USD 6.1 billion in 2023, a 24% CAGR between 2021-2023, and adjusted free cash flow of over USD 300 million in 2023. ”

“As we look into the future, our medium-term outlook reflects multiple growth levers and favourable socioeconomic conditions. With a clear growth strategy and a highly experienced team in place, we are excited to be entering this new chapter of our story, which will see us continue to proudly deliver to the region that delivers.”

DETAILS OF THE OFFERING

Delivery Hero MENA Holding GmbH expects to sell 15% of the total issued shares in the share capital of talabat (equivalent to a total of 3,493,236,093 Shares), with the Selling Shareholder retaining the right to amend the size of the Offering and the size of any Tranche at any time prior to the end of the subscription period at its sole discretion, subject to the applicable laws of the UAE and the approval of the SCA.

The Offering will comprise:

● A public offering (the “UAE Retail Offering”) to UAE Retail Investors and other investors in the UAE, including Eligible Employees of talabat (as defined in the UAE Prospectus and referred to as “First Tranche” subscribers).

● An offering to Professional Investors (as defined in the SCA Board of Directors’ Chairman Decision No.13/R.M of 2021 (as amended from time to time), as defined in the UAE Prospectus and referred to as the “Qualified Investors Offering” or the “Second Tranche”).

The UAE Retail Offering subscription period is expected to run from 19 November 2024 to 27 November 2024, and the Qualified Investor Offering subscription period is expected to run from 19 November 2024 to 28 November 2024.

The offer price per Share (the “Offer Price”) will be determined through, and following, a book building process. Investors participating in the UAE Retail Offering will subscribe for the Shares at the Offer Price.

The completion of the Offering and Admission is expected to take place on or around 10 December 2024, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including approval of admission to listing and trading on DFM.

Pursuant to an underwriting agreement to be entered into between the Company, the Selling Shareholder and the Joint Bookrunners prior to the date of Admission (the “Underwriting Agreement”), the Shares held by the Selling Shareholder following Admission will be subject to a lock-up which starts on the date of Admission and ends 180 days thereafter.

The details of the Offering will be included in an Arabic-language prospectus (the “UAE Prospectus”) and public subscription announcement (the “Public Announcement”), with respect to the UAE Retail Offering, and in an English-language International Offering Memorandum with respect to the Qualified Investor Offering. The UAE Prospectus and the Public Announcement are published today, and the International Offering Memorandum is expected to be published in due course. The UAE Prospectus and the International Offering Memorandum will be available at https://ipo.talabat.com.

Emirates NBD Capital PSC, J.P. Morgan Securities PLC and Morgan Stanley & Co International PLC have been appointed as joint global coordinators and joint bookrunners.
Abu Dhabi Commercial Bank PJSC, Barclays Bank PLC, EFG-Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC), First Abu Dhabi Bank PJSC, Goldman Sachs Bank Europe SE, ING Bank N.V. and UniCredit Bank GmbH have been appointed as joint bookrunners.

Emirates NBD Bank PJSC has been appointed as the Lead Receiving Bank. Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic Bank PJSC, Al Maryah Community Bank LLC, Emirates Islamic Bank PJSC, First Abu Dhabi Bank PJSC, Mashreq Bank PSC and Wio Bank PJSC have also been appointed as Receiving Banks.

The Internal Shariah Supervision Committee of Emirates NBD Bank PJSC has issued a Shariah pronouncement confirming that, in its view, the Offering is compliant with Shariah principles. Investors should undertake their own due diligence to ensure that the Offering is compliant with Shariah principles for their own purposes.