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Deliveroo” Or the “Group”) PRESENTS REGISTRATION DOCUMENT MARCH 2021 This document comprises a registration document (the “Registration Document”) relating to Roofoods Ltd (the “Company”) prepared in accordance with the Prospectus Regulation Rules (the “Prospectus Regulation Rules”) of the Financial Conduct Authority (the “FCA”) made under section 73A of the Financial Services and Markets Act 2000, as amended (the “FSMA”). A copy of this Registration Document has been filed with, and approved by, the FCA and has been made available to the public in accordance with the Prospectus Regulation Rules. The FCA only approves this Registration Document as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), and such approval should not be considered as an endorsement of the company that is the subject of this Registration Document. The directors of the Company, whose names appear on page 46 of this Registration Document (the “Directors”), and the Company accept responsibility for the information contained in this Registration Document. To the best of the knowledge of the Directors and the Company, the information contained in this Registration Document is in accordance with the facts and this Registration Document makes no omission likely to affect its import. This Registration Document should be read in its entirety. See Part 1 (Risk Factors) for a discussion of certain risks relating to the Company and its subsidiaries and subsidiary undertakings (“Deliveroo” or the “Group”). Roofoods Ltd (Incorporated under the Companies Act 2006 and registered in England and Wales with registered number 08167130) No representation or warranty, express or implied, is made and no responsibility or liability is accepted by any person other than the Company and the Directors, as to the accuracy, completeness, verification or sufficiency of the information contained herein, and nothing in this Registration Document may be relied upon as a promise or representation in this respect, as to the past or future. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Registration Document and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Company or the Directors. Without limitation, the contents of the websites of the Group do not form part of this Registration Document and information contained therein should not be relied upon by any person. The delivery of this Registration Document shall not, under any circumstances, create any implication that there has been no change in the business or affairs of the Group since the date of this Registration Document or that the information contained herein is correct as of any time subsequent to its date. This Registration Document may be combined with a securities note and summary to form a prospectus in accordance with the Prospectus Regulation Rules. A prospectus is required before an issuer can offer transferable securities to the public or request the admission of transferable securities to trading on a regulated market. However, this Registration Document, where not combined with the securities note and summary to form a prospectus, does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company in any jurisdiction, nor shall this Registration Document alone (or any part of it), or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect to any offer or otherwise. This Registration Document speaks only as of the date hereof. The definitions commencing on page 125 of this Registration Document apply throughout this Registration Document, including the cover page, except where the context indicates otherwise. Important notice The distribution of this Registration Document in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been taken or will be taken to permit the possession or distribution of this Registration Document in any jurisdiction where action for that purpose may be required or where doing so is restricted by law. In the United States, you may not distribute this Registration Document or make copies of it without the Company’s prior written consent other than to people you have retained to advise you in connection with this Registration Document, or persons reasonably believed by the Company to be QIBs. Accordingly, neither this Registration Document nor any advertisement nor any offering material may be distributed or published in any jurisdiction, other than in the United Kingdom, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Registration Document comes should inform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. CONTENTS PART PAGE PART 1 Risk Factors ................................................................... 1 PART 2 Presentation of Financial and Other Information ....................................... 20 PART 3 Directors, Secretary, Registered and Head Office and Advisers ........................... 26 PART 4 Business Description ............................................................ 27 PART 5 Directors, Senior Managers and Corporate Governance ................................. 46 PART 6 Selected Financial Information .................................................... 49 PART 7 Operating and Financial Review ................................................... 52 PART 8 Historical Financial Information ................................................... 67 PART 9 Additional Information ........................................................... 106 PART 10 Definitions and Glossary ........................................................ 125 PART 1 Risk Factors The risk factors described below are not an exhaustive list or explanation of all risks that could individually or cumulatively have a material adverse effect on our business, results of operations, financial condition and/or prospects and should be used as guidance only. Additional risks and uncertainties relating to our business that are not currently known to us, or that we currently deem immaterial, may individually or cumulatively also have a material adverse effect on our business, results of operations, financial condition and/or prospects. Risks relating to our business and operations Our business model relies on a three-sided marketplace and we must continue to grow and retain consumers, partners and riders to develop our business and achieve profitability. Our primary business is to generate demand and bring food to our consumers from restaurants, grocery stores and other food suppliers (our “partners”) delivered by riders. Unless we offer a compelling proposition to each side of our three-sided marketplace, we cannot achieve the density required to achieve economies of scale, which drives efficiency and therefore profitability. Consumers. Consumers use our platform to conveniently order and receive the food they want at an affordable price. They may leave our platform or use it more sparingly if they do not feel they are receiving value or are unsatisfied with the price, selection or quality of food or the service we offer. If we do not provide a compelling consumer proposition, or if we do not promote and sustain our brand and the profile of our platform through marketing and communications, we may fail to retain our consumers or acquire new consumers. If we do not have a sufficient number of consumers placing orders through our platform, we will be unable to attract and retain restaurant, grocery and other partners (because we will not generate sufficient sales) or riders (because they will not have the opportunity to earn enough). This will lead to further consumer attrition because food selection and quality of service will deteriorate. Partners. Restaurant, grocery and other partners use our service to increase their volume of sales via new channels. If they are unhappy with, amongst other things, the volume of sales and margins they can generate via our platform, the commission rates they pay us, being associated with our brand or with the different B2B tools and capabilities we offer (or fail to offer), they may shift to one or more competitor platforms, either more frequently or exclusively. If this happens, the selection of partners on our platform will be reduced, which will affect product choice. We may also lose access to the most popular partners (including large, quick-service restaurant chains as well as national brands and popular independent brands). If our partner selection is materially reduced, the virtuous circle of our three-sided marketplace, which provides mutual benefits to our consumers, partners, and riders, would be disrupted and we would be unable to acquire new consumers or retain existing consumers and any reduced consumer demand would, in turn, have a negative impact on our rider supply. A reduced rider supply and fewer consumers would, in turn, make us a less attractive platform for new and existing partners.
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