Dubai, UAE: 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 the price range for the sale of its shares (the “Shares”, each a “Share”) (the “Offer Price Range”) and the start of the subscription period for its initial public offering (“IPO” or the “Offering”) on Dubai Financial Market (“DFM”).

KEY HIGHLIGHTS

  • The Offer Price Range has been set between AED 1.50 and AED 1.60 per Share, implying a market capitalisation at time of listing of between c. AED 34.93 billion (c. US$ 9.51 billion) and c. AED 37.26 billion (c. US$ 10.15 billion).
  • A total of 3,493,236,093 Shares 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 public company listed on the Frankfurt Stock Exchange.
  • Emirates NBD AM SPC acting on behalf of the UAE Strategic Investment Fund 5 SP (“UAE SIF”), Abu Dhabi Pension Fund (“ADPF”), and Emirates International Investment Company LLC (“EIIC”) will be cornerstone investors in the IPO with a total commitment of approximately AED 918 million (US$ 250 million).
  • The IPO subscription period starts today and closes on 27 November 2024 for UAE Retail Investors and on 28 November 2024 for Professional Investors.
  • The final offer price will be determined through a book building process and is expected to be announced on 29 November 2024.
  • Admission of the Shares for trading on DFM (“Admission”) is expected to take place on or around 10 December 2024.  

Tomaso Rodriguez, Chief Executive Officer of talabat, commented:

“We are delighted to open subscriptions today for the talabat IPO on Dubai Financial Market (DFM) having seen strong local and international investor interest since announcing our intention to float. talabat was founded in the Middle East in 2004 and today we have over 65,000 restaurants and grocery businesses across our eight MENA countries and over six million active customers using our platform.

“Our well-defined growth strategy is focused on enhancing our product offering and increasing our market penetration, investing in our innovative FinTech and loyalty programmes, scaling our advertising offerings and exploring adjacent categories, which we believe presents an exciting opportunity for investors. With the region also experiencing favourable socioeconomic conditions with a large and growing addressable market, we look forward to welcoming new shareholders to join us on our journey.” 

DETAILS OF THE OFFER PRICE RANGE

The price range for the Offering has been set between AED 1.50 and AED 1.60 per share. The total Offering size is therefore expected to be between AED 5.24 billion (c.US$ 1.43 billion) and AED 5.59 billion (c.US$ 1.52 billion), implying a market capitalisation at the time of listing of between c. AED 34.93 billion (c. US$ 9.51 billion) and c. AED 37.26 billion (c. US$ 10.15 billion). The final offer price is expected to be announced on 29 November 2024.

A total of 3,493,236,093 Shares 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 Selling Shareholder who reserves the right to amend the size of the Offering at any time prior to the end of the subscription period at its sole discretion, subject to applicable laws and the approval of the SCA.

CORNERSTONE INVESTORS

On 18 November 2024, the Selling Shareholder and the Company entered into cornerstone investment agreements with certain cornerstone investors (the “Cornerstone Investors”), including Emirates NBD AM SPC acting on behalf of the UAE Strategic Investment Fund 5 SP (“UAE SIF”), the Abu Dhabi Pension Fund (“ADPF”), and Emirates International Investment Company LLC (“EIIC”) which have committed to purchase shares in the Offering in amounts equal to approximately AED 514 million (US$ 140 million); approximately AED 220 million (US$ 60 million); and  approximately AED 184 million (US$ 50 million), respectively.  Pursuant to the cornerstone investment agreements, each of the Cornerstone Investors has committed to purchase shares in the Qualified Investor Offering at the final offer price. In aggregate, the Cornerstone Investors have committed approximately AED 918 million (US$ 250 million) to the IPO, subject to the final offer price and based on the current offer size, with their respective shares subject to a 180-day lock-up arrangement following Admission.

SUBSCRIPTION PROCESS

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 the “First Tranche”) and;
  • 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 IPO subscription period starts today and runs until 27 November 2024 for UAE Retail Investors and until 28 November 2024 for Professional Investors.

Each successful Subscriber in the First Tranche other than Eligible Employees will be guaranteed a minimum allocation of 1,000 Shares, and each Eligible Employee will be guaranteed a minimum allocation of 10,000 Shares (the “Minimum Guaranteed Allocation”).

The Minimum Guaranteed Allocation is subject to (i) the total number of Shares issued under the Minimum Guaranteed Allocation not exceeding the Tranche size, and (ii) the total number of Shares allocated to any Eligible Employee pursuant to the Minimum Guaranteed Allocation not exceeding the number of Shares applied for by the Eligible Employee based on the Final Offer Price, subject to the limits and conditions set out in the UAE Prospectus.

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 are included in 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 were published on 11 November 2024. The International Offering Memorandum was published on 19 November 2024. The UAE Prospectus and the International Offering Memorandum are available at https://ipo.talabat.com.

Emirates NBD Capital PSC has been appointed as Listing Advisor.

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, Dubai Islamic Bank PJSC, 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.

[1] The value of UAE dirhams has been pegged to a US dollar rate of AED 3.6725 per US$1 since 1997. All AED/US$ conversions included have been calculated at this rate.

For more information please visit the IPO website: https://ipo.talabat.com

Download images & logos: https://we.tl/t-UCWVj3ZaGk

About talabat

Since launching in Kuwait in 2004, talabat, the MENA region’s leading on-demand food, grocery, and retail platform for everyday deliveries, has been offering convenience and reliability to its customers. talabat’s local roots run deep, offering a real understanding of the needs of the communities we serve in eight countries across the region. We harness innovative technology and knowledge to simplify everyday life for our customers, optimise operations for our restaurants and local shops, and provide our riders with reliable earning opportunities daily. At talabat, we foster an innovative environment where our talabaty employees can strive to create a positive impact across the region through the use of our platform.      

MEDIA & INVESTOR RELATIONS ENQUIRIES
Teneo (Financial Communications Advisor)
Andy Parnis
Shady Hamid
talabat@teneo.com

 LISTING ADVISOR
Emirates NBD Capital PSC 

JOINT GLOBAL COORDINATORS
Emirates NBD Capital PSC
J.P. Morgan Securities PLC
Morgan Stanley & Co International PLC  

JOINT BOOKRUNNERS
Abu Dhabi Commercial Bank PJSC
Barclays Bank PLC
EFG-Hermes UAE Limited (in conjunction with EFG Hermes UAE LLC)
First Abu Dhabi Bank PJSC
Goldman Sachs Bank Europe SE
ING Bank N.V.
UniCredit Bank GmbH

LEAD RECEIVING BANK
Emirates NBD Bank PJSC

RECEIVING BANKS
Abu Dhabi Commercial Bank PJSC
Abu Dhabi Islamic Bank PJSC
Al Maryah Community Bank LLC
Dubai Islamic Bank PJSC
Emirates Islamic Bank PJSC
First Abu Dhabi Bank PJSC                
Mashreq Bank PSC
Wio Bank PJSC