TIDMNPSN TIDMJE.
RNS Number : 6802Q
Naspers Limited
22 October 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
("Naspers")
22 October 2019
CASH OFFER
for
JUST EAT PLC
by
PROSUS N.V.
through its wholly-owned indirect subsidiary MIH Food Delivery
Holdings B.V.
Summary
-- The board of Prosus N.V. (Prosus) announces the terms of a
cash offer pursuant to which its wholly-owned subsidiary MIH Food
Delivery Holdings B.V. (MIH) shall offer to acquire the entire
issued and to be issued ordinary share capital of Just Eat plc
(Just Eat) (the Offer).
-- Prosus has recently approached the board of directors of Just
Eat with a number of indicative proposals to acquire Just Eat.
Prosus and the Just Eat board have not managed to reach agreement.
Consequently, Prosus is making this announcement in order to give
Just Eat Shareholders the opportunity to consider the Offer.
-- Under the terms of the Offer, Just Eat Shareholders will be entitled to receive:
710 pence in cash for each Just Eat Share
-- The terms of the Offer value the entire issued and to be
issued ordinary share capital of Just Eat at approximately GBP4.9
billion and represent a premium of approximately:
o 20 per cent. to the value of the Takeaway.com Offer of 594
pence per Just Eat Share based on Takeaway.com's Closing Price on
21 October 2019 (being the last Business Day before the date of
this Announcement) of EUR71.00;
o 20 per cent. to the Closing Price of 589 pence per Just Eat
Share on 21 October 2019 (being the last Business Day before date
of this Announcement); and
o 12 per cent. to the Closing Price of 636 pence per Just Eat
Share on 26 July 2019 (being the last Business Day before the
commencement of the Offer Period).
Background to and reasons for the Offer
-- Having had access to, and reviewed, certain due diligence
information made available by Just Eat in accordance with the City
Code, Prosus believes that the terms of its all-cash Offer provide
certainty and compelling value for Just Eat Shareholders. Since the
start of the Offer Period the High Growth Internet Sector and
Online Food Delivery Sector have fallen 16.9 per cent. and 15.0 per
cent. respectively. The Takeaway.com Share Price has fallen 15.0
per cent. during this period. Against this backdrop, continued
market volatility and macro-economic uncertainty, the Prosus Offer
provides Just Eat Shareholders the certainty of an all-cash
Offer.
-- Just Eat operates a global marketplace for food delivery
operating across 13 markets. Just Eat has leading market positions
in many of these markets, with a history of profitable growth
driven largely by its best in class marketplace model. We
understand that Just Eat management considers growing its own
delivery proposition an important part of their strategy for the
business.
-- Based on Prosus's global experience and having met Just Eat
management and reviewed the information provided, Prosus believes
that the business will require substantial investment, in excess of
that planned by Just Eat management. Prosus believes that this
investment is required to enhance product, technology and own
delivery capabilities in order to maintain its growth and defend
its market positions in the face of intense competition. Just Eat's
Q3 Trading Update demonstrated a significant slowdown in order
growth, which highlights the need to accelerate this investment to
sustain its competitive advantage.
-- Prosus does not believe that the proposed combination with
Takeaway.com will fully or effectively address this investment
need. Whilst Takeaway.com has invested in its own delivery
proposition Scoober, it represented only 4.9 per cent. of
Takeaway.com's reported total orders in the first half of 2019.
Furthermore, Takeaway.com executives have publicly expressed their
lack of conviction in the ability of own-delivery operations to
break even in either Continental Europe or the UK.
-- Prosus is one of the leading global operators and investors
in the Food Delivery sector, with a portfolio of leading Food
Delivery businesses and investments, including iFood, Delivery Hero
and Swiggy. These businesses have a presence in over 40 countries
with a number one position in 35 of these, and cover in excess of
four billion people with over four hundred thousand restaurant
partners.
-- Prosus has a strong track record of partnering with
management teams to drive innovation and value creation and
generate robust returns. Prosus has invested approximately US$2.8bn
into the sector since FY16, and its investment and support have
helped its portfolio companies to accelerate growth, product
development and innovation. In Latin America, Prosus has supported
iFood's own delivery rollout, transforming it from a pure
marketplace operator into the leading hybrid operator. In India,
Prosus's investment helped Swiggy to develop artificial
intelligence technology to provide consumers with a personalised,
local offering and develop new revenue opportunities such as cloud
kitchens. Since Prosus's investment, Delivery Hero has experienced
strong growth, with Prosus generating an internal rate of return of
c.19.3 per cent. as of 30 September 2019, on its investment.
-- Prosus intends to invest in Just Eat and believes that due to
its global Food Delivery experience and own delivery expertise, it
is better positioned to drive the next phase of Just Eat's growth
and deliver Just Eat's long term potential.
-- The Offer is an important step towards achieving Prosus's
ambition to build the world's leading Food Delivery business and
the next logical step for the longstanding, successful iFood
investment partnership between Prosus and Just Eat in Latin
America.
-- Prosus believes that with its support, Just Eat customers
will ultimately benefit from greater choice and improved service
delivery driven by the combined group's global perspectives on
product and technological innovation across the sector.
-- Prosus believes that its offer presents a compelling
proposition to Just Eat Shareholders whilst delivering an
appropriate return to Prosus shareholders.
Information on Prosus
-- Prosus is a strategic global investor and operator focused on
creating long-term value by building and scaling consumer internet
businesses through organic growth and strategic M&A. It aims to
build strong companies that create value by addressing big societal
needs in high-growth markets with long-term potential.
-- Prosus came to market in September 2019 through the listing
of the international internet assets of Naspers, a leading global
consumer internet group and remains 74.06 per cent. owned by
Naspers. Prosus invests and operates across a variety of sectors
and geographies and is Europe's largest listed consumer internet
company by asset value, ranking among the top 10 largest technology
investors globally. Prosus's businesses and investments serve more
than 1.5 billion people in 89 markets and are amongst the leading
players in 77 of those markets. The group directly employs more
than 20,000 people globally, with many more employed by its
associates.
-- Food Delivery is one of Prosus's three key sectors of focus,
where it believes there is a significant growth opportunity to
transform how people source, consume and experience food. Prosus
has a strong track record of transforming and scaling Food Delivery
businesses in some of the world's largest, fastest-growing markets,
with a presence in more than 40 markets globally through its
investments. Since FY16, Prosus has invested approximately US$2.8
billion to build a portfolio of strong Food Delivery businesses and
investments, including iFood (54.7 per cent. stake) - a market
leader in Brazil, Delivery Hero (22.3 per cent. stake) - with
strong positions in 33 of its 41 countries, and Swiggy (38.8 per
cent. stake) - one of the leading players in India.
Information on Just Eat
-- The Just Eat Group operates a leading global hybrid
marketplace for online Food Delivery, connecting over 27 million
consumers with more than 107,000 restaurant partners across the UK,
Australia, New Zealand, Canada, Denmark, France, Ireland, Italy,
Mexico, Norway, Spain, Switzerland and Brazil.
-- Founded in Denmark in 2001 by five entrepreneurs, Just Eat is
a FTSE 100 listed company and one of the leaders in online and
mobile food ordering. The Just Eat Group currently has over 3,600
full-time employees spread across 19 offices throughout its
operating markets. In 2018, the Just Eat Group processed GBP4.2
billion worth of orders for its restaurant partners with an average
of 2,107 orders per restaurant.
General
-- If any dividend or other distribution is announced, declared,
made, payable or paid in respect of the Just Eat Shares on or after
the date of this Announcement and prior to all of the conditions to
the Offer having been fulfilled or (if capable of waiver) waived
and so long as the Offer remains open for acceptance, MIH reserves
the right to reduce the consideration payable in respect of each
Just Eat Share by the amount of all or part of any such dividend or
other distribution. If MIH exercises this right or makes such a
reduction in respect of a dividend or other distribution, Just Eat
Shareholders will be entitled to receive and retain that dividend
or other distribution.
-- It is intended that the Offer will be implemented by way of a
takeover offer under the City Code and within the meaning of Part
28 of the Companies Act 2006, further details of which are
contained in the full text of this Announcement (and will be
included in the Offer Document). However, MIH reserves the right,
with the consent of the Panel, to implement the Offer by way of a
Scheme.
-- The Offer will be subject to the Conditions and certain
further terms set out in Appendix I to this Announcement,
including, amongst other things: (i) MIH receiving valid
acceptances in respect of, or otherwise acquiring or agreeing to
acquire (whether pursuant to the Offer or otherwise), shares which
constitute not less than 90 per cent. (or such lesser percentage,
as MIH may, decide after consultation with the Panel (if
necessary)), being in any case more than 50 per cent. of the voting
rights normally exercisable at a general meeting of Just Eat,
including, for this purpose, any such voting rights attaching to
Just Eat Shares that are unconditionally allotted or issued before
the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise; and (ii) the receipt of merger
control clearance (or the expiration or termination of any waiting
period, as applicable) in Spain under the Spanish Competition
Act.
-- The Offer Document and Form of Acceptance will include
further details of the Offer and will specify the actions to be
taken by Just Eat Shareholders. The Offer Document and Form of
Acceptance will be sent to Just Eat Shareholders as soon as
reasonably practicable and, in any event (save with the consent of
the Panel), within 28 days of this Announcement (subject to certain
restrictions in relation to persons in Restricted Jurisdictions).
It is expected that the Offer will become wholly unconditional at
the end of 2019 or early 2020. An expected timetable of principal
events will be set out in the Offer Document.
-- Commenting on the Offer, Bob van Dijk, the Group CEO of Prosus said:
"Prosus is one of the leading global operators in the Food
Delivery sector having invested approximately US$2.8 billion across
more than 40 markets since 2016 to build a global Food Delivery
business in partnership with some of the leading players in the
world, including iFood in Latin America, Swiggy in India, and
Delivery Hero, which operates in 41 markets. We are very excited
about the long-term potential of the Food Delivery space and it is
a sector we are committed to.
We believe our global experience and resources can help Just Eat
to achieve its significant potential. Our plan is to support the
Just Eat management team, with whom we have worked closely as joint
investors in iFood, to deliver on the exciting opportunities to
grow the business. We believe that Just Eat's customers and
restaurant partners will ultimately benefit from more delivery
options, greater restaurant choice as well as improved service and
delivery speeds driven by the combined group's expertise in product
and technology innovation supported by increased capital investment
in the business. As a combined group, we see significant growth and
value creation potential.
We presented this idea to the Board of Just Eat, in good faith,
but we have been unable to engage constructively in what we see as
a compelling proposition for Just Eat shareholders. As an investor
and operator with significant experience in this dynamic and
competitive sector, both globally and on a local level, we believe
we are best placed to support Just Eat through its next phase of
essential investment. We aim to deliver value by eliminating
operational execution risk and providing certainty for Just Eat's
shareholders today at an attractive premium."
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement (including its
Appendices).
The Offer will be subject to the Conditions and further terms
set out in Appendix I to this Announcement, and to the full terms
and conditions which will be set out in the Offer Document.
Appendix II to this Announcement contains the bases of calculations
and sources of certain information contained in this Announcement.
Appendix III to this Announcement contains definitions of certain
expressions used in this summary and in this Announcement.
Transaction Conference Call
Prosus will host transaction a conference call at 10.00a.m. -
11.00 a.m. BST / 11.00a.m. - 12.00noon CEST/SAST on 22 October 2019
to discuss the transaction.
Investors and analysts can register to access the call via the
following link: https://www.diamondpass.net/2077453
A replay facility will be available after the conference call
until 25 October 2019 through the following numbers:
South Africa: 010 500 4108
United Kingdom: 020 3608 8021
Australia: 073 911 1378
United States: 1 412 317 0088
International: +27 10 500 4108
Replay Access Code: 29096
A webcast of the conference call will remain available at
www.Prosus.com/investors/justeat
Enquiries:
Investor Enquiries +1 347 210 4305
Eoin Ryan, Head of Investor Relations
Media Enquiries +44 207 251 3801
Sarah Ryan, International Media Relations
Finsbury (PR adviser to Prosus)
J.P. Morgan Cazenove (Financial adviser to Prosus
and MIH) +44 20 7742 4000
Charles Harman
Barry Weir
Bill Hutchings
James Robinson
Chris Wood
Finsbury (PR adviser to Prosus) +44 207 251 3801
Rollo Head
Guy Lamming
Allen & Overy LLP is retained as legal adviser to Prosus and
MIH.
Sponsor: Investec Bank Limited
Important notice related to financial advisers
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove) and
which is authorised by the PRA and regulated by the FCA and the PRA
in the United Kingdom, is acting as financial adviser exclusively
for Prosus and MIH and no one else in connection with the Offer and
will not regard any other person as its client in relation to the
Offer and shall not be responsible to anyone other than Prosus or
MIH for providing the protections afforded to clients of J.P.
Morgan Cazenove, or for providing advice in relation to the Offer
or any matter referred to in this Announcement. Neither J.P. Morgan
Cazenove nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of J.P. Morgan
Cazenove in connection with this Announcement, any statement
contained herein, the Offer or otherwise.
Further information
This Announcement is provided for information purposes only. It
is not intended to and does not constitute or form part of, an
offer, invitation, inducement or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, exchange, sell or
otherwise dispose of or exercise rights in respect of any
securities, or the solicitation of any vote or approval of an offer
to buy securities in any jurisdiction, pursuant to the Offer or
otherwise nor shall there be any sale, issuance or transfer of any
securities pursuant to the Offer in any jurisdiction in
contravention of any applicable laws.
The Offer will be subject to English law and to the applicable
requirements of the City Code, the Panel, the Listing Rules, the
London Stock Exchange and the FCA.
The Offer will be implemented solely pursuant to the terms of
the Offer Document (or, in the event that the Offer is to be
implemented by means of a Scheme, the Scheme Document), which,
together with the Form of Acceptance (in the case of certificated
Just Eat Shares), will contain the full terms and conditions of the
Offer, including details of how to accept the Offer. Just Eat
Shareholders are advised to read the Offer Document (including the
related Form of Acceptance) (and/or, in the event that the Offer is
to be implemented by way of a Scheme, the Scheme Document) once
this becomes available because it will contain important
information in relation to the Offer. Any decision in respect of
the Offer or other response in relation to the Offer, by Just Eat
Shareholders should be made only on the basis of the information
contained in those documents (and/or, in the event that the Offer
is to be implemented by way of a Scheme, the Scheme Document). Just
Eat Shareholders are advised to read the formal documentation in
relation to the Offer carefully once it has been dispatched.
This Announcement does not constitute a prospectus or prospectus
exempted document.
Overseas shareholders
The release, publication or distribution of this Announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than England and
Wales and the Netherlands may be restricted by law and regulation
and therefore any persons into whose possession this Announcement
comes who are subject to the laws of any jurisdiction other than
the United Kingdom and the Netherlands should inform themselves
about and observe any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom or
the Netherlands, or who are subject to the laws of another
jurisdiction, to participate in the Offer or to accept or procure
the acceptance of the Offer (when made), may be affected by the
laws of the relevant jurisdictions in which they are located. Just
Eat Shareholders who are in any doubt regarding such matters should
consult an appropriate independent financial adviser in their
relevant jurisdiction without delay. Any failure to comply with
such requirements may constitute a violation of the laws and/or
regulation of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and other
persons involved in the Offer disclaim any responsibility or
liability for any violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying
with English law and the City Code, the Market Abuse Regulation and
the Disclosure Guidance and Transparency Rules and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside England and Wales and/or the
Netherlands.
The receipt of cash pursuant to the Offer by Just Eat
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each Just Eat Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of the Offer
applicable to him.
Unless otherwise determined by MIH or required by the City Code,
and permitted by applicable law and regulation, the Offer is not
being made and will not be made available directly or indirectly
in, into or from or by any use, means, instrumentality (including,
but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction or where to do so would
violate the laws of that jurisdiction. No person may accept or
procure the acceptance of the Offer by any use, means,
instrumentality of, or from within, any Restricted Jurisdiction or
where to do so would violate the laws of that jurisdiction, and the
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or, from or within a Restricted
Jurisdiction or any other jurisdiction, if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and any documentation
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction or any other
jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including
agents, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction or any other jurisdiction where to do so
would violate the laws in that jurisdiction. If the Offer is
implemented by way of a Scheme (unless otherwise permitted by
applicable law and regulation), no person may vote in favour of the
Scheme by any use, means, instrumentality or form and the Offer
will not be capable of acceptance from or within a Restricted
Jurisdiction or any other jurisdiction, if to do so would
constitute a violation of the laws of that jurisdiction.
Further details in relation to Just Eat Shareholders who are
resident in, ordinarily resident in, or citizens of, jurisdictions
outside England and Wales will be contained in the Offer
Document.
Notice to US investors
The Offer will be made to Just Eat Shareholders resident in the
United States in reliance on, and compliance with, Section 14(e) of
the Exchange Act, and Regulation 14E thereunder. The Offer will be
made in the United States by MIH and no one else.
The Offer relates to the shares of a UK incorporated company and
is subject to disclosure and other procedural requirements, which
are different from certain United States disclosure and procedural
requirements.
Furthermore, the payment and settlement procedure with respect
to the Offer will comply with the relevant United Kingdom rules,
which differ from US payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
The Offer will be made in compliance with all applicable laws
and regulations, including, to the extent applicable, the US
Securities Act and Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. In accordance with normal UK practice
and consistent with Rule 14e-5(b) under the US Exchange Act, MIH,
certain affiliated companies and their nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to
purchase, shares in Just Eat other than pursuant to the Offer,
during the period in which the Offer would remain open for
acceptance (or, if the Offer is implemented by way of a Scheme,
until the date on which the Scheme becomes effective, lapses or is
otherwise withdrawn). If such purchases or arrangements to purchase
were to be made they would be made outside the United States either
in the open market at prevailing prices or in private transactions
at negotiated prices and would comply with applicable law,
including, to the extent applicable, the US Exchange Act. Any
information about such purchases will be disclosed as required in
the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Financial information included in this Announcement and the
Offer Document has been or will be prepared in accordance with
accounting standards applicable in the UK and the Netherlands, as
applicable, and may not be comparable to financial information of
US companies or companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the
United States.
The receipt of consideration by a US holder for the transfer of
its Just Eat Shares pursuant to the Offer may be a taxable
transaction for United States federal income tax purposes and under
applicable United States state and local, as well as non-US and
other, tax laws. Each Just Eat Shareholder is urged to consult
their independent professional adviser immediately regarding the
tax consequences of the Offer applicable to them, including under
applicable United States federal, state and local, as well as
non-US and other, tax laws.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Just
Eat is organised under the laws of England and Wales. Prosus and
MIH are organised under the laws of the Netherlands and the
majority of the officers and directors of Just Eat, Prosus and MIH
are residents of countries other than the United States. It may not
be possible to sue Prosus, MIH or Just Eat, or any of their
respective directors, officers or affiliates, in a non-US court for
violations of US securities laws. It may be difficult to compel
Prosus, MIH, Just Eat and their respective directors, officers and
affiliates to subject themselves to the jurisdiction and judgment
of a US court.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Offer,
or passed upon the fairness of the Offer or passed upon the
adequacy or accuracy of this document. Any representation to the
contrary is a criminal offence in the United States.
Forward looking statements
This Announcement contains certain statements that are or may be
forward looking statements, including with respect to the Offer.
Forward-looking statements are prospective in nature and are not
based on current or historical facts, but rather on assumptions,
expectations, valuations, targets, estimates, forecasts and
projections about future events, and are therefore subject to risks
and uncertainties which could cause actual results, performance or
events to differ materially from the future results, performance or
events expressed or implied by the forward looking statements. All
statements other than statements of historical facts included in
this Announcement may be forward looking statements. Without
limitation, forward looking statements often include words such as
"targets", "plans", "believes", "hopes", "continues", "expects",
"is expected", "objective", "outlook", "risk", "seeks", "aims",
"intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "will look to", "budget", "strategy",
"would look to", "scheduled", "goal", "prepares", "forecasts",
"cost-saving", "is subject to", "synergy", "projects" or words or
terms of similar substance or the negative thereof, as well as
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might", "probably" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Many factors could cause actual results
to differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
Announcement. Any forward-looking statements made in this
Announcement on behalf of Prosus or MIH are made as of the date of
this Announcement based on the opinions and estimates of directors
of Prosus or MIH respectively and no assurance can be given that
such opinions or estimates will prove to have been correct.
No forward-looking or other statements have been reviewed by the
auditors of Prosus, MIH or Just Eat. All forward looking statements
contained in this Announcement and all subsequent oral or written
forward-looking statements attributable to Prosus, MIH or Just Eat
or their respective members, directors, officers, advisers or
employees or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements contained
or referred to in this section.
Each forward-looking statement speaks only as of the date of
this Announcement. None of Prosus, MIH or Just Eat, or any of their
respective members, associates or directors, officers or advisers
and any person acting on behalf of one or more of them, provides
any representation, warranty, assurance or guarantee that the
occurrence of the events expressed or implied in any forward
looking statements in this Announcement will actually occur. Other
than in accordance with their legal or regulatory obligations
(including under the City Code, the Listing Rules and the
Disclosure Guidance and Transparency Rules), no member of the
Prosus Group is under, or undertakes, any obligation, and each of
the foregoing expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
No profit forecasts or estimates
Nothing in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement
should be interpreted to mean that cash flow from operations,
income of persons (where relevant), earnings or earnings per share
or dividend per share for Prosus, MIH or Just Eat, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
or dividend per share for Prosus, MIH or Just Eat, as
appropriate.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of an offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure. Under Rule
8.3(b) of the City Code, any person who is, or becomes, interested
in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any securities exchange offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror, save to the extent that
these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the business day
following the date of the relevant dealing. If two or more persons
act together pursuant to an agreement or understanding, whether
formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Just Eat Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Just Eat may be provided to MIH during the
Offer Period as required under Section 4 of Appendix 4 of the City
Code to comply with Rule 2.11(c) of the City Code.
Publication on website and availability of hard copies
A copy of this Announcement and the documents required to be
published by Rule 26 of the City Code will be made available
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), on Prosus's website at
www.Prosus.com/investors/justeat by no later than 12 noon (London
time) on the Business Day following the date of this Announcement.
For the avoidance of doubt, the contents of the website is not
incorporated into, and does not form part of, this
Announcement.
Just Eat Shareholders may request a hard copy of this
Announcement by contacting Finsbury at The Adelphi, 1-11 John Adam
Street, London, United Kingdom WC2N 6HT during business hours on
+44 (0)20 7251 3801 (lines are open from 8.00a.m. to 6.00p.m.,
Monday to Friday (excluding public holidays in England and Wales)).
If you have received this Announcement in electronic form, copies
of this Announcement and any document or information incorporated
by reference into this document will not be provided unless such a
request is made. Just Eat Shareholders may also request that all
future documents, announcements and information to be sent to them
in relation to the Offer should be in hard copy form.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Time
Unless otherwise indicated, all references to time in this
Announcement are to London time.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22 October 2019
CASH OFFER
for
JUST EAT PLC
by
PROSUS N.V.
through its wholly-owned indirect subsidiary MIH Food Delivery
Holdings B.V.
1. Introduction
The board of Prosus N.V. (Prosus) announces the terms of a cash
offer pursuant to which its wholly-owned subsidiary MIH Food
Delivery Holdings B.V. (MIH) shall offer to acquire the entire
issued and to be issued ordinary share capital of Just Eat plc
(Just Eat) (the Offer).
Prosus has recently approached the board of directors of Just
Eat with a number of indicative proposals to acquire Just Eat.
Prosus and the Just Eat board have not managed to reach agreement.
Consequently, Prosus is making this announcement in order to give
Just Eat Shareholders the opportunity to consider the Offer.
2. The Offer
Under the terms of the Offer, which will be subject to the
Conditions and certain further terms set out in Appendix I and to
the full terms and conditions which will be set out in the Offer
Document, Just Eat Shareholders will be entitled to receive:
710 pence in cash for each Just Eat Share
The terms of the Offer value the entire issued and to be issued
ordinary share capital of Just Eat at approximately GBP4.9 billion
and represent a premium of approximately:
-- 20 per cent. to the value of the Takeaway.com Offer of 594
pence per Just Eat Share based on Takeaway.com's Closing Price on
21 October 2019 (being the last Business Day before the date of
this Announcement) of EUR71.00;
-- 20 per cent. to the Closing Price of 589 pence per Just Eat
Share on 21 October 2019 (being the last Business Day before date
of this Announcement); and
-- 12 per cent. to the Closing Price of 636 pence per Just Eat
Share on 26 July 2019 (being the last Business Day before the
commencement of the Offer Period).
The Offer is expected to become effective at the end of 2019 or
early 2020, subject to satisfaction or (where applicable) waiver of
the Conditions and certain further terms set out in Appendix I to
this Announcement.
If any dividend or other distribution is announced, declared,
made, payable or paid in respect of the Just Eat Shares on or after
the date of this Announcement and prior to all of the conditions to
the Offer having been fulfilled or (if capable of waiver) waived
and so long as the Offer remains open for acceptance, MIH reserves
the right (without prejudice to any right MIH may have, with the
consent of the Panel, to invoke Condition 8(B) in Part A of
Appendix I to this Announcement) at its sole discretion to reduce
the consideration payable in respect of each Just Eat Share by the
amount of all or part of any such dividend or other distribution.
If MIH exercises this right or makes such a reduction in respect of
a dividend or other distribution, Just Eat Shareholders will be
entitled to receive and retain that dividend or other distribution.
Any exercise by MIH of its rights referred to in this paragraph 2
or paragraph 10 of Part B of Appendix I to this Announcement shall
be the subject of an announcement and, for the avoidance of doubt,
shall not constitute a revision or variation of the terms of the
Offer.
3. Background to and reasons for the Offer
Prosus believes the Offer represents compelling and certain
value for Just Eat Shareholders which is superior to the current
Takeaway.com Offer and reflects Prosus's perspective on the
essential investments required to accelerate Just Eat's growth
strategy, strengthen its market position and achieve its true
long-term potential
Having had access to, and reviewed, certain due diligence
information made available by Just Eat in accordance with the City
Code, Prosus believes that the terms of its all-cash Offer provide
certainty and compelling value for Just Eat Shareholders. Since the
start of the Offer Period the High Growth Internet Sector and
Online Food Delivery Sector have fallen 16.9 per cent. and 15.0 per
cent. respectively. The Takeaway.com Share Price has fallen 15.0
per cent. during this period. Against this backdrop, continued
market volatility and macro-economic uncertainty, the Prosus Offer
provides Just Eat Shareholders the certainty of an all-cash
Offer.
Just Eat operates a global marketplace for food delivery
operating across 13 markets. Just Eat has leading market positions
in many of these markets, with a history of profitable growth
driven largely by its best in class marketplace model.
Based on Prosus's global experience, and having met Just Eat
management and reviewed the information provided, Prosus believes
that the business will require substantial investment, in excess of
that planned by Just Eat management, to enhance product, technology
and own delivery capabilities. Just Eat's Q3 Trading Update
demonstrated a significant slowdown in order growth, which
highlights the need to accelerate this investment to sustain its
competitive advantage.
Prosus does not believe that the proposed combination with
Takeaway.com will fully or effectively address this investment
need. Whilst Takeaway.com has invested in its own delivery
proposition Scoober, it only represented 4.9 per cent. of
Takeaway.com's reported total orders in the first half of 2019.
Furthermore, Takeaway.com's executives have publicly expressed
their lack of conviction in the ability of own-delivery operations
to break even in either Continental Europe or the UK.
Prosus intends to invest in Just Eat's business and believes
that due to its global Food Delivery experience and own delivery
expertise, it is better positioned to drive the next phase of Just
Eat's growth and deliver Just Eat's long term potential.
Prosus believes Just Eat will also benefit from the best
practices, global insights and innovation that will be shared
across Prosus's Food Delivery businesses.
Prosus is one of the leading global operators and investors in
the Food Delivery sector, with its businesses and investments
having leading positions in some of the largest and most attractive
Food Delivery markets in the world
Prosus is a leading global technology investor, with a proven
track record of creating long-term value by building and scaling
consumer internet businesses through organic growth and
M&A.
Food Delivery is one of Prosus's key sectors of focus. Prosus
has invested approximately US$2.8bn in the sector since FY16 to
build a portfolio of leading Food Delivery businesses and
investments, including iFood, Delivery Hero and Swiggy. These
businesses have presence in over 40 countries with a number one
position in 35 of these and cover in excess of four billion people
with over four hundred thousand restaurant partners.
Prosus believes that Food Delivery is a large, underpenetrated
and growing market with significant strategic potential for the
Group and multiple growth opportunities.
Prosus aims to invest in and build large, market leading
businesses that will shape the future of how people around the
world will source, consume and experience food. As one of the
leading marketplaces for Food Delivery, Just Eat has a key role to
play in the future of the sector.
Prosus has a strong track record of partnering with management
teams to drive innovation and value creation and generate robust
returns
Prosus has a long-standing track record of partnering with
existing leadership teams to successfully build and scale high
growth, technology-enabled businesses. Prosus's support and
investment helped its portfolio companies to accelerate product
development and innovation and deliver superior value to customers,
restaurants and delivery partners.
As an example, Prosus has helped iFood to grow from a pure
marketplace business with less than 100,000 monthly orders in 2013
to become the leading Food Delivery business in Brazil with more
than 20 million monthly orders, 120,000 restaurant partners and
85,000 own delivery partners. With Prosus's support, iFood has been
rapidly growing its own delivery service, and Prosus has recently
announced a US$400m investment in iFood to support its growth over
the coming years.
With Prosus's investment and support, Swiggy has built one of
the leading and fastest growing Food Delivery platforms in India
serving more than 500 cities - and growing rapidly. Swiggy
predominantly operates an own-delivery model, and its platform is
served by over 130,000 restaurant partners and approximately
210,000 monthly active own delivery partners.
Prosus's investment has also supported product innovation and
the development of an artificial intelligence (AI) driven platform
to enable Swiggy to operate its hyperlocal Food Delivery platform
at scale. This AI platform helps to determine consumer demand in
specific geographic areas and at certain times of day, opening up
opportunities for further innovative growth avenues such as cloud
kitchens, Swiggy private label brands and new services including
convenience buying.
Since Prosus's original investment in Delivery Hero, it has been
experiencing strong recent growth, increasing orders from 167
million per month in H1 2018 to 269 million per month in H1 2019,
gross merchandise value from EUR2.0 billion in H1 2018 to EUR3.2
billion in H1 2019 and segment revenue from EUR292 million in H1
2018 to EUR582 million in H1 2019. So far, Prosus has generated an
internal rate of return on the Delivery Hero investment of c.19.3
per cent. as of 30 September 2019.
Through this potential acquisition, Prosus will back Just Eat's
management team and employees and believes it will support the next
phase of Just Eat's innovation and growth.
Prosus believes that its offer presents a compelling proposition
to Just Eat Shareholders whilst delivering an appropriate return to
Prosus shareholders.
The Offer is an important step towards achieving Prosus's
ambition to build the world's leading Food Delivery business and
the next logical step for the longstanding, successful iFood
investment partnership between Prosus and Just Eat in Latin
America
Prosus's vision is to build a leading global Food Delivery
business with key strategic leadership positions in some of the
largest and most attractive takeaway markets globally with
significant long-term opportunities.
The addition of Just Eat will create a leading global Food
Delivery business with a presence in over 50 Food Delivery markets
and the number one position in over 40 of those markets. It also
consolidates Prosus's ownership stake in iFood.
Prosus and Just Eat are joint venture partners in iFood today
and both companies and their management teams have worked in close
collaboration and built a longstanding relationship as co-investors
in the business. Given the successful track record and momentum of
iFood, the proposed transaction is the next logical step in the
longstanding relationship between both companies.
Prosus believes that with its support, Just Eat customers will
ultimately benefit from greater choice and improved service
delivery driven by the combined group's global perspectives on
product and technological innovation across the sector.
Prosus believes that, as a result of the acquisition of Just Eat
and investment in Just Eat's technology and own delivery
capabilities, customers will enjoy an improved experience and
benefit from more delivery options, greater restaurant choices and
the best and latest technologies including machine learning to
improve customer service and delivery speeds.
Prosus's current Food Delivery investments, iFood, Delivery Hero
and Swiggy, are all using AI-enabled technology to provide
consumers with a personalised, local offering and to build
next-generation Food Delivery platforms. They also provide
restaurants with marketing and visibility tools, help them optimise
their value chain, share data driven insights with them and provide
them with order and delivery technology.
4. Information relating to Just Eat
The Just Eat Group operates a leading global hybrid marketplace
for online Food Delivery, connecting over 27 million consumers with
more than 107,000 restaurant partners across the UK, Australia, New
Zealand, Canada, Denmark, France, Ireland, Italy, Mexico, Norway,
Spain, Switzerland and Brazil.
Founded in Denmark in 2001 by five entrepreneurs, Just Eat is a
FTSE 100 listed company and one of the leaders in online and mobile
food ordering. The Just Eat Group currently has over 3,600
full-time employees spread across 19 offices throughout its
operating markets. In 2018, the Just Eat Group processed GBP4.2
billion worth of orders for its restaurant partners with an average
of 2,107 orders per restaurant.
The Just Eat Group derives its revenue principally from
commissions paid by restaurant partners on successful orders,
service charges and delivery fees. Commission revenue is driven by
the number of orders placed, the average order value and commission
rates, agreed with each restaurant. To a lesser extent revenue is
derived by eligible restaurant partners paying for promotional top
placement on the Just Eat Group's platform and one-off connection
fees to join the Just Eat Group's network and other services such
as branded commodity products. The Just Eat Group's core business
model relies on participating restaurants preparing food which
either they deliver themselves, or the Just Eat Group arranges
delivery for, with the Just Eat Group's platform serving as a
source of consumers and orders, and facilitating online payment
processes.
Just Eat is the ultimate holding company of the Just Eat Group
and a public company with limited liability incorporated under the
laws of, and is domiciled in, England and Wales. Just Eat is
headquartered in London, the United Kingdom. Just Eat is listed on
the premium listing segment of the London Stock Exchange and a
constituent of the FTSE 100 Index.
5. Information relating to Prosus and MIH
Prosus
Prosus is a strategic global investor and operator focused on
creating long-term value by building and scaling consumer internet
businesses through organic growth and strategic M&A. Prosus
operates across a variety of sectors and geographies, and is one of
the largest technology investors in the world. Prosus's businesses
and investments serve more than 1.5 billion people in 89 markets
and are amongst the leading players in 77 of those markets. The
group directly employs more than 20,000 people globally, with many
more employed by its associates. Prosus's operations and
investments span the core focus segments of Classifieds, Payments
& Fintech and Food Delivery, plus other online business
segments including social and internet platforms, Etail and Travel.
Prosus primarily operates in China, India, Russia, Central and
Eastern Europe, North America, Latin America, Southeast Asia, the
Middle East and Africa.
Prosus aims to build strong companies that create value by
addressing big societal needs in high-growth markets with long-term
potential. Prosus has grown by investing in, acquiring and building
highly successful companies. Prosus typically focuses on large
consumer trends where it tries to identify changes early, invests
in and adapts proven business models for the high growth markets it
is focusing on, and leverages its skills and local knowledge and
position to build businesses that have scale and benefit from
strong customer growth. With its strong track record Prosus has
proven expertise in how to build scale in its chosen sectors
through its global network of technology and internet
companies.
Prosus came to market on 11 September 2019 through the listing
of the international internet assets of Naspers and remains 74.06
per cent. owned by Naspers. Prosus has a market capitalisation of
US$120 billion and generated revenues of US$18 billion in FY19, up
30 per cent. from FY18.
Prosus is incorporated under the laws of, and is domiciled in,
the Netherlands. Prosus has its statutory seat in Amsterdam, the
Netherlands. Prosus is listed on Euronext Amsterdam, with a
secondary inward listing on the Main Board of the Johannesburg
Stock Exchange.
Overview of Prosus's Food Delivery segment
Food Delivery is one of Prosus's three key sectors of focus and
Prosus believes there is significant growth opportunity to
transform how people source, consume and experience food.
Prosus has a strong track record of investing in Food Delivery
businesses and partnering with their local management teams in more
than 40 markets globally. With a strong position in 35 of those
markets, Prosus has significant expertise and global insights into
this fast-developing industry.
Since FY16, Prosus has invested approximately US$2.8 billion to
build a portfolio of strong Food Delivery businesses and
investments, including iFood (54.7 per cent. stake) - which is a
market leader in Brazil, Delivery Hero (22.3 per cent. stake) -
which has a strong position in 33 of its 41 countries, and Swiggy
(38.8 per cent. stake) - which is one of the leading players in
India. Prosus also holds investments in Tencent (31.1 per cent.
stake) - which is one of one of China's most valuable companies,
and Mail.ru (27.9 per cent. stake) - the Russian internet company.
Tencent and Mail.ru are both active in the food order and delivery
sector through Meituan and Delivery Club (in China and Russia
respectively).
Looking forward, Prosus believes the global Food Delivery
industry presents a large, underpenetrated and growing market with
strategic opportunities. For restaurants, it offers access to a
larger customer base, positioning them to benefit from incremental
orders. For customers, it provides a local, large selection of
restaurants and food that is quickly and conveniently delivered.
Prosus is investing to accelerate the scale of its Food Delivery
platforms, helping them to expand geographically into smaller
cities. It is also investing in its Food Delivery business to
further build their technology platforms to utilise data science
and machine learning to continuously improve the service they
provide to customers, restaurants and couriers.
In FY19, the Food Delivery segment generated US$377 million in
revenues and US$171 million in trading loss, with revenue growth in
local currency excluding acquisitions and disposals totalling 57
per cent. The cumulative annualised gross merchandise value growth
in the Food Delivery segment was 65 per cent. and cumulative
annualised order volumes across all these companies increased by
100 per cent.
Naspers
Naspers is a global internet group and one of the largest
technology investors in the world. Naspers has an approximate
market capitalisation of US$66 billion. It is the umbrella company
for the operating activities of the Naspers Group and is organised
into two areas: (i) media and internet interests in South Africa;
and (ii) through Prosus, its interests outside of South Africa
including companies and investments in Classifieds, Payments &
Fintech and Food Delivery, plus other online business segments
including social and internet platforms, Etail and Travel.
Every day, millions of people use the products and services of
companies that Naspers has invested in, acquired or built,
including Avito, Brainly, Codecademy, eMAG, iFood, letgo, Media24,
Movile, OLX, PayU, SimilarWeb, Swiggy, Twiggle, and Udemy.
In September 2019, Naspers listed Prosus as a new global
consumer internet group on Euronext Amsterdam. Naspers retained a
majority stake of 74.06 per cent. in Prosus. In addition to its
holding in Prosus, Naspers has interests in South African-based
etail company Takealot (96 per cent. owned) and media company
Media24 (85 per cent. owned), together with an indirect investment
in Mr D Food in South Africa.
Naspers was incorporated, and is domiciled, in South Africa.
Naspers has a primary listing on the Johannesburg Stock Exchange
and listing of depositary receipts on the London Stock
Exchange.
MIH
MIH is a wholly-owned indirect subsidiary of Prosus, which holds
Prosus's Food Delivery investments in Swiggy and DeliveryHero. MIH
is incorporated under the laws of, and is domiciled in, the
Netherlands.
6. Management, employees, locations and pension schemes
Prosus is a strategic global investor and operator focused on
creating long-term value by building and scaling consumer internet
businesses through organic growth and strategic M&A. As one of
the largest technology investors in the world, Prosus focuses on
building companies that address big societal needs in high-growth
markets - today, companies that Prosus has built, acquired or
invested in help to improve the daily lives of around 1.5 billion
across the globe. Food Delivery is one of Prosus's three key
sectors of focus and Prosus believes there is a significant growth
opportunity in using technology to transform how people source,
experience and consume food around the world.
Prosus has a strong track record of investing in Food Delivery
businesses and partnering with local management teams. Through its
investments Prosus has a presence in more than 40 markets globally.
With a leading position in many markets, Prosus has significant
sectoral expertise and global insights into this fast-developing
industry. Prosus believes that there are meaningful opportunities
to create value through the acceleration of Just Eat's growth
strategy by sharing technology best practice from elsewhere in the
world, leveraging Prosus's delivery expertise and increasing
investment in developing advanced product and technology and
accelerating own delivery rollout. Prosus believes that with
Prosus's support and investment, Just Eat's customers will
ultimately benefit from greater choice and improved service
delivery driven by the Prosus Group's (as enlarged following the
acquisition of Just Eat) global perspective on product and
technology innovation across the sector.
Prosus values Just Eat's strong brand and culture: Prosus
already has a longstanding partnership with Just Eat as co-investor
in iFood in Brazil and regards the acquisition as a logical next
step in their relationship.
Prior to this Announcement, Prosus has been granted access to
certain Just Eat information for the purposes of conducting a
confirmatory due diligence exercise. Following the Effective Date,
Prosus intends to consider carefully Just Eat's business and
operations in each of its markets and its plans for those
businesses. Prosus has not yet had access to sufficient information
to make plans or make any decisions in relation to actions
regarding those markets and businesses.
Management and employees
Prosus attaches great importance to the skills and experience of
the existing management and employees of the Just Eat Group. Prosus
plans to invest in Just Eat's business and its employees. As such,
Prosus expects that existing employees of the Just Eat Group will
benefit from the opportunities that this investment will create as
well as the best practice, global insights and innovation shared
across and within Prosus's food businesses following the Effective
Date, and will continue to contribute to the success of Just Eat
following the Effective Date.
Following the Effective Date, the existing contractual and
statutory employment rights of the Just Eat employees will be
safeguarded and pension obligations complied with, in accordance
with applicable law. Based on the information Prosus has been
provided with, Prosus does not intend to make any changes with
regard to the agreed employer contributions into Just Eat's
existing defined contribution pension schemes. Prosus does not
envisage making any material changes to the terms and conditions of
employment of Just Eat employees or the existing agreed pension
contributions for existing members of the Just Eat pension plans or
admission of new members into the existing Just Eat pension plans
in connection with completion of the Offer, for a period of 12
months after the Effective Date.
Following the Effective Date, Prosus does not intend to make
material headcount reductions at Just Eat, save for a limited
number of corporate, support or PLC-related functions at Just Eat's
head office that were required to support Just Eat's public
listing. Prosus also does not expect any material change in the
balance of skills and functions of employees and management of Just
Eat.
It is expected that each of the non-executive Just Eat Directors
will cease to be directors of Just Eat on or shortly after the
Effective Date. Prosus does not intend to make material changes to
Just Eat's existing executive management, with which it already has
a long track record of partnership through Just Eat's investment in
iFood. Prosus may consider some focused changes or adding further
talent where appropriate, although no decisions have yet been taken
in this regard. This is consistent with Prosus's stated strategy of
supporting and working with existing leadership teams to
successfully build and scale high growth, technology-enabled
businesses.
Management Incentive Arrangement
Following the Effective Date, Prosus intends to review the
management, governance and incentivisation structure of Just Eat.
Prosus has not entered into, and has not had discussions on, any
form of incentivisation arrangements with members of Just Eat's
management team, but plans to put in place appropriate arrangements
for the management of Just Eat following completion of the
Offer.
Places of business and fixed assets
Prosus intends to maintain Just Eat's corporate headquarters in
London. A full assessment of Just Eat's other locations has not yet
been conducted, and as a result, there are no plans in relation to
these other locations.
Prosus has no intention to redeploy fixed assets of Just
Eat.
Research and development
Prosus does not expect to make material changes to Just Eat's
existing research and development function. Prosus is committed to
investment in innovation in the Food Delivery industry and expects
to bring the same commitment to the Just Eat Group. Prosus's joint
venture with Just Eat in Brazil, "iFood" and "Sindelantal" in
Mexico are evidence of Prosus's market-leading commitment to
innovation to create and expand on future opportunities.
Listing
Just Eat shares are currently listed on the Official List and
admitted to trading on the London Stock Exchange. Prosus's
intentions with regard to Just Eat's listing are set out in
paragraph 7 below.
No statements in this paragraph 6 are "post-offer undertakings"
for the purposes of Rule 19.5 of the City Code.
7. Compulsory acquisition, delisting and cancellation of trading and re-registration
If the Offer becomes, or is declared, unconditional in all
respects and MIH receives valid acceptances in respect of Just Eat
Shares which, together with the Just Eat Shares acquired, or agreed
to be acquired, before or during the Offer by MIH, represent not
less than 75 per cent. of the voting rights attaching to the Just
Eat Shares, Prosus intends to procure that Just Eat will make an
application for cancellation, respectively, of the trading in Just
Eat Shares on the London Stock Exchange's main market for listed
securities and of the listing of Just Eat Shares on the premium
listing segment of the Official List and Prosus will seek to
re-register Just Eat as a private limited company.
A notice period of not less than 20 Business Days before
cancellation will commence on the date on which the Offer becomes
or is declared unconditional in all respects provided MIH has
attained 75 per cent. or more of the voting rights as described
above.
Delisting would significantly reduce the liquidity and
marketability of any Just Eat Shares not assented to the Offer.
If MIH receives acceptances of the Offer in respect of, and/or
otherwise acquires not less than 90 per cent. of the Just Eat
Shares to which the Offer relates by nominal value and voting
rights attaching to such shares, MIH intends to exercise its rights
pursuant to sections 974 to 991 of the Companies Act 2006 to
acquire compulsorily, on the same terms as the Offer, the remaining
Just Eat Shares in respect of which the Offer has not at such time
been accepted.
8. Financing
The cash consideration payable by MIH pursuant to the Offer will
be financed by a bridge loan agreement with J.P. Morgan Chase Bank,
N.A., London Branch as Original Lender, providing for a term loan
bridge facility. The proceeds of the bridge facility will be used
to fund the cash consideration payable by MIH to Just Eat
Shareholders in connection with the Offer. Prosus has secured the
fully committed bridge financing from J.P. Morgan Chase Bank, N.A.,
London Branch as Original Lender.
Prosus remains fully committed to its investment grade rating
and is confident that it will have sufficient capacity at its
current ratings level to take on this additional debt to finance
the Offer. Prosus plans to replace the bridge loan facility with
long term funding through a combination of new debt capital and
utilising existing cash resources.
J.P. Morgan Cazenove, as financial adviser to Prosus and MIH, is
satisfied that the resources available to MIH are sufficient to
enable it to satisfy in full the cash consideration payable to Just
Eat Shareholders under the terms of the Offer.
Further details of the financing of the Offer will be set out in
the Offer Document.
9. Offer-related arrangements
Confidentiality Agreement
MIH and Just Eat have entered into a mutual confidentiality
agreement dated 20 September 2019, pursuant to which each of MIH
and Just Eat has undertaken, amongst other things, to: (i) keep
confidential information relating to the other party and not to
disclose it to third parties (other than certain permitted
disclosees) unless required by law or regulation; and (ii) use the
confidential information for the sole purpose of considering,
evaluating, advising on or furthering the Offer.
The agreement also contains undertakings from both MIH and Just
Eat that, should negotiations between MIH and Just Eat terminate,
then for a period of 12 months, subject to certain exceptions,
neither MIH nor Just Eat will approach or solicit certain of the
other's employees.
Clean Team Confidentiality Agreement
MIH and Just Eat have entered into a Clean Team Confidentiality
Agreement dated 4 October 2019, which sets out how any confidential
information that is competitively sensitive can be disclosed, used
or shared for the purposes of due diligence, cost benefits
evaluation, integration planning and regulatory clearance. Such
commercially sensitive information must only be made available to
the party receiving information through designated persons removed
from day-to-day commercial and strategic operations and decisions
and external professional advisers. The findings of such designated
persons and the external advisers may only be relayed to other
employees, officers and directors of the receiving party in
specified circumstances and subject to certain restrictions.
Panel Confidentiality Agreement
MIH, Just Eat and their respective legal advisers have entered
into a Panel Confidentiality Agreement dated 1 October 2019, the
purpose of which is to ensure that the exchange and/or disclosure
of certain materials relating to the parties in relation to the
anti-trust workstream only takes place between their respective
external legal counsels and external experts, and does not diminish
in any way the confidentiality of such materials and does not
result in a waiver of any privilege, right or immunity that might
otherwise be available.
10. Conditionality
The Offer will be subject to the Conditions and certain further
terms set out in Appendix I to this Announcement and to the full
terms and conditions which will be set out in the Offer Document
and Form of Acceptance (or, if applicable, the Scheme Document),
including, amongst other things, upon:
-- to the extent it has jurisdiction, the Spanish Markets and
Competition Commission having issued a decision clearing the
acquisition of Just Eat Shares under the Offer unconditionally, or
with commitments or conditions that are on terms reasonably
satisfactory to MIH, or the relevant deadline for the adoption of a
decision foreseen in article 36.2 of the Spanish Competition Act
having expired;
-- the Takeaway.com Offer not having become effective or (as the
case may be) wholly unconditional in accordance with its terms (or
any varied, revised or modified terms) on or prior to the date on
which the Offer becomes wholly unconditional or (as the case may
be) effective;
-- valid acceptances being received by no later than 1.00p.m. on
the first closing date of the Offer (or such later time(s) and/or
date(s) as MIH may, with the consent of the Panel or in accordance
with the City Code, decide) in respect of Just Eat Shares which,
together with all other Just Eat Shares which MIH acquires or
agrees to acquire (whether pursuant to the Offer or otherwise),
constitute no less than 90 per cent. of shares to which the Offer
relates (or such lesser percentage, as MIH may decide after
consultation with the Panel (if necessary)), being in any case more
than 50 per cent. of the voting rights normally exercisable at a
general meeting of Just Eat, including, for this purpose, any such
voting rights attaching to Just Eat Shares that are unconditionally
allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise
of any outstanding subscription or conversion rights or
otherwise.
11. Just Eat Share Plans and other remuneration arrangements
The Offer will extend to any Just Eat Shares unconditionally
allotted or issued fully paid (or credited as fully paid) to
satisfy the exercise of existing options or vesting of awards under
the Just Eat Share Plans whilst the Offer remains open for
acceptances.
If the Offer becomes or is declared unconditional in all
respects, to the extent that options or awards under the Just Eat
Share Plans remain unexercised or have not lapsed, MIH will make
appropriate proposals to option holders and the holders of awards
under the Just Eat Share Plans in due course as required by the
City Code.
12. Disclosure of interests in Just Eat
As at close of business on the Last Practicable Date, none of
Prosus, MIH or any of their respective directors, or, so far as
Prosus is aware, any persons acting in concert (as such term is
defined in the City Code) with Prosus had:
-- any interest in, or right to subscribe for, any relevant securities of Just Eat;
-- any short position in (whether conditional or absolute and
whether in the money or otherwise), including any short position
under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Just Eat;
-- procured an irrevocable commitment or letter of intent to
accept the terms of the Offer in respect of relevant securities of
Just Eat; or
-- borrowed or lent any such securities.
Furthermore, no arrangement exists between Prosus, MIH or any
person acting in concert (as such term is defined in the City Code)
with Prosus or MIH and any other person in relation to Just Eat
Shares. For these purposes, an arrangement includes any indemnity
or option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to Just Eat Shares which may
be an inducement to deal or refrain from dealing in such
securities.
In the interests of maintaining confidentiality, it has not been
possible for MIH to complete its enquiries in respect of the
interests in Just Eat Shares (if any) of certain parties who may be
deemed by the Panel to be acting in concert with MIH for the
purposes of the Offer. Enquiries of such parties will be made as
soon as practicable following the date of this Announcement, and
MIH confirms that further disclosure in accordance with Rule 8.1(a)
and Note 2(a)(i) on Rule 8 of the City Code will be made as soon as
possible and, in any event, by no later than 12 noon on the date
falling 10 business days after the date of this Announcement.
13. General
The Offer will extend to all Just Eat Shares unconditionally
allotted or issued (including to satisfy the exercise of options
granted under the Just Eat Share Plans) after the date of this
Announcement and before the Offer closes (or such earlier date as
MIH may, in accordance with the Conditions and further terms of the
Offer, decide).
The Just Eat Shares will be acquired by MIH fully paid and free
from all liens, equitable interests, charges, encumbrances, rights
of pre-emption and any other third party rights of any nature
whatsoever and together with all rights attaching to them as at the
date of this Announcement or subsequently attaching or accruing to
them.
It is intended that the Offer Document containing further
details of the Offer (and, in the case of certificated Just Eat
Shares, the Form of Acceptance) will be despatched to Just Eat
Shareholders (other than to persons in a Restricted Jurisdiction)
as soon as practicable after the date of this Announcement, and in
any event within 28 days of this Announcement (unless agreed
otherwise with the Panel). The Offer will be governed by the laws
of England and Wales and will be subject to the applicable
requirements of the City Code, the FCA, the London Stock Exchange
and other applicable laws (including applicable US federal
securities laws).
The acquisition of Just Eat Shares under the Offer is proposed
to be implemented by way of a takeover offer within the meaning of
Part 28 of the Companies Act 2006 but MIH may, with the agreement
of the Panel, elect to implement the acquisition by way of a scheme
of arrangement pursuant to Part 26 of the Companies Act 2006.
The Offer will be subject to the Conditions and further terms
set out in Appendix I to this Announcement, and to the full terms
and conditions which will be set out in the Offer Document.
Appendix II to this Announcement contains the bases of calculations
and sources of certain information contained in this Announcement.
Appendix III to this Announcement contains definitions of certain
expressions used in this summary and in this Announcement.
J.P. Morgan Cazenove has given and not withdrawn its consent to
the publication of this Announcement with the inclusion herein of
the references to its name in the form and context in which it
appears.
The Offer Document will not be reviewed by any federal state
securities commission or regulatory authority in the US, nor will
any commission or authority pass upon the accuracy or adequacy of
the Offer Document. Any representation to the contrary is unlawful
and may be a criminal offence.
14. Documents available on a website
Subject to certain restrictions in relation to persons in
Restricted Jurisdictions, copies of the following documents will,
by no later than 12.00 p.m. on the Business Day following the date
of this Announcement, be published on Prosus's website at
www.Prosus.com/investors/justeat until the Effective Date:
(A) this Announcement;
(B) the documents relating to the financing of the Offer
referred to in paragraph 8 of this Announcement;
(C) the Confidentiality Agreement, the Clean Team
Confidentiality Agreement and the Panel Confidentiality Agreement
described in paragraph 9;
(D) the consent letter from J.P. Morgan Cazenove as referred to in paragraph 13.
For the avoidance of doubt, the content of the websites referred
to in this Announcement are not incorporated into and do not form
part of this Announcement.
Enquiries:
Investor Enquiries +1 347 210 4305
Eoin Ryan, Head of Investor Relations
Media Enquiries +44 207 251 3801
Sarah Ryan, International Media Relations
Finsbury (PR adviser to Prosus)
J.P. Morgan Cazenove (Financial adviser
to Prosus and MIH) +44 20 7742 4000
Charles Harman
Barry Weir
Bill Hutchings
James Robinson
Chris Wood
Finsbury (PR adviser to Prosus) +44 207 251 3801
Rollo Head
Guy Lamming
Allen & Overy LLP is retained as legal adviser to Prosus and
MIH.
Important notice related to financial advisers
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove) and
which is authorised by the PRA and regulated by the FCA and the PRA
in the United Kingdom, is acting as financial adviser exclusively
for Prosus and MIH and no one else in connection with the Offer and
will not regard any other person as its client in relation to the
Offer and shall not be responsible to anyone other than Prosus or
MIH for providing the protections afforded to clients of J.P.
Morgan Cazenove, or for providing advice in relation to the Offer
or any matter referred to in this Announcement. Neither J.P. Morgan
Cazenove nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of J.P. Morgan
Cazenove in connection with this Announcement, any statement
contained herein, the Offer or otherwise.
Further information
This Announcement is provided for information purposes only. It
is not intended to and does not constitute or form part of, an
offer, invitation, inducement or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, exchange, sell or
otherwise dispose of or exercise rights in respect of any
securities, or the solicitation of any vote or approval of an offer
to buy securities in any jurisdiction, pursuant to the Offer or
otherwise nor shall there be any sale, issuance or transfer of any
securities pursuant to the Offer in any jurisdiction in
contravention of any applicable laws.
The Offer will be subject to English law and to the applicable
requirements of the City Code, the Panel, the Listing Rules, the
London Stock Exchange and the FCA.
The Offer will be implemented solely pursuant to the terms of
the Offer Document (or, in the event that the Offer is to be
implemented by means of a Scheme, the Scheme Document), which,
together with the Form of Acceptance (in the case of certificated
Just Eat Shares), will contain the full terms and conditions of the
Offer, including details of how to accept the Offer. Just Eat
Shareholders are advised to read the Offer Document (including the
related Form of Acceptance) (and/or, in the event that the Offer is
to be implemented by way of a Scheme, the Scheme Document) once
this becomes available because it will contain important
information in relation to the Offer. Any decision in respect of
the Offer or other response in relation to the Offer, by Just Eat
Shareholders should be made only on the basis of the information
contained in those documents (and/or, in the event that the Offer
is to be implemented by way of a Scheme, the Scheme Document). Just
Eat Shareholders are advised to read the formal documentation in
relation to the Offer carefully once it has been dispatched.
This Announcement does not constitute a prospectus or prospectus
exempted document.
Overseas shareholders
The release, publication or distribution of this Announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than England and
Wales and the Netherlands may be restricted by law and regulation
and therefore any persons into whose possession this Announcement
comes who are subject to the laws of any jurisdiction other than
the United Kingdom and the Netherlands should inform themselves
about and observe any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom or
the Netherlands, or who are subject to the laws of another
jurisdiction, to participate in the Offer or to accept or procure
the acceptance of the Offer (when made), may be affected by the
laws of the relevant jurisdictions in which they are located. Just
Eat Shareholders who are in any doubt regarding such matters should
consult an appropriate independent financial adviser in their
relevant jurisdiction without delay. Any failure to comply with
such requirements may constitute a violation of the laws and/or
regulation of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and other persons
involved in the Offer disclaim any responsibility or liability for
any violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying
with English law and the City Code, the Market Abuse Regulation and
the Disclosure Guidance and Transparency Rules and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside England and Wales and/or the
Netherlands.
The receipt of cash pursuant to the Offer by Just Eat
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each Just Eat Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of the Offer
applicable to him.
Unless otherwise determined by MIH or required by the City Code,
and permitted by applicable law and regulation, the Offer is not
being made and will not be made available directly or indirectly
in, into or from or by any use, means, instrumentality (including,
but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction or where to do so would
violate the laws of that jurisdiction. No person may accept or
procure the acceptance of the Offer by any use, means,
instrumentality of, or from within, any Restricted Jurisdiction or
where to do so would violate the laws of that jurisdiction, and the
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or, from or within a Restricted
Jurisdiction or any other jurisdiction, if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and any documentation
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction or any other
jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including
agents, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction or any other jurisdiction where to do so
would violate the laws in that jurisdiction. If the Offer is
implemented by way of a Scheme(unless otherwise permitted by
applicable law and regulation), no person may vote in favour of the
Scheme by any use, means, instrumentality or form and the Offer
will not be capable of acceptance from or within a Restricted
Jurisdiction or any other jurisdiction, if to do so would
constitute a violation of the laws of that jurisdiction.
Further details in relation to Just Eat Shareholders who are
resident in, ordinarily resident in, or citizens of, jurisdictions
outside England and Wales will be contained in the Offer
Document.
Notice to US investors
The Offer will be made to Just Eat Shareholders resident in the
United States in reliance on, and compliance with, Section 14(e) of
the Exchange Act, and Regulation 14E thereunder. The Offer will be
made in the United States by MIH and no one else.
The Offer relates to the shares of a UK incorporated company and
is subject to disclosure and other procedural requirements, which
are different from certain United States disclosure and other
procedural requirements.
Furthermore, the payment and settlement procedure with respect
to the Offer will comply with the relevant United Kingdom rules,
which differ from US payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
The Offer will be made in compliance with all applicable laws
and regulations, including, to the extent applicable, the US
Securities Act and Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. In accordance with normal UK practice
and consistent with Rule 14e-5(b) under the US Exchange Act, MIH,
certain affiliated companies and their nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to
purchase, shares in Just Eat other than pursuant to the Offer,
during the period in which the Offer would remain open for
acceptance (or, if the Offer is implemented by way of a Scheme,
until the date on which the Scheme becomes effective, lapses or is
otherwise withdrawn). If such purchases or arrangements to purchase
were to be made they would be made outside the United States either
in the open market at prevailing prices or in private transactions
at negotiated prices and would comply with applicable law,
including, to the extent applicable, the US Exchange Act. Any
information about such purchases will be disclosed as required in
the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Financial information included in this Announcement and the
Offer Document has been or will be prepared in accordance with
accounting standards applicable in the UK and the Netherlands, as
applicable, and may not be comparable to financial information of
US companies or companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the
United States.
The receipt of consideration by a US holder for the transfer of
its Just Eat Shares pursuant to the Offer may be a taxable
transaction for United States federal income tax purposes and under
applicable United States state and local, as well as non-US and
other, tax laws. Each Just Eat Shareholder is urged to consult
their independent professional adviser immediately regarding the
tax consequences of the Offer applicable to them, including under
applicable United States federal, state and local, as well as
non-US and other, tax laws.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Just
Eat is organised under the laws of England and Wales. Prosus and
MIH are organised under the laws of the Netherlands and the
majority of the officers and directors of Just Eat, Prosus and MIH
are residents of countries other than the United States. It may not
be possible to sue Prosus, MIH or Just Eat, or any of their
respective directors, officers or affiliates, in a non-US court for
violations of US securities laws. It may be difficult to compel
Prosus, MIH, Just Eat and their respective directors, officers and
affiliates to subject themselves to the jurisdiction and judgment
of a US court.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Offer,
or passed upon the fairness of the Offer or passed upon the
adequacy or accuracy of this document. Any representation to the
contrary is a criminal offence in the United States.
Forward looking statements
This Announcement contains certain statements that are or may be
forward looking statements, including with respect to the Offer.
Forward-looking statements are prospective in nature and are not
based on current or historical facts, but rather on assumptions,
expectations, valuations, targets, estimates, forecasts and
projections about future events, and are therefore subject to risks
and uncertainties which could cause actual results, performance or
events to differ materially from the future results, performance or
events expressed or implied by the forward looking statements. All
statements other than statements of historical facts included in
this Announcement may be forward looking statements. Without
limitation, forward looking statements often include words such as
"targets", "plans", "believes", "hopes", "continues", "expects",
"is expected", "objective", "outlook", "risk", "seeks", "aims",
"intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "will look to", "budget", "strategy",
"would look to", "scheduled", "goal", "prepares", "forecasts",
"cost-saving", "is subject to", "synergy", "projects" or words or
terms of similar substance or the negative thereof, as well as
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might", "probably" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Many factors could cause actual results
to differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
Announcement. Any forward-looking statements made in this
Announcement on behalf of Prosus or MIH are made as of the date of
this Announcement based on the opinions and estimates of directors
of Prosus or MIH respectively and no assurance can be given that
such opinions or estimates will prove to have been correct.
No forward-looking or other statements have been reviewed by the
auditors of Prosus, MIH or Just Eat. All forward looking statements
contained in this Announcement and all subsequent oral or written
forward-looking statements attributable to Prosus, MIH or Just Eat
or their respective members, directors, officers, advisers or
employees or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements contained
or referred to in this section.
Each forward-looking statement speaks only as of the date of
this Announcement. None of Prosus, MIH or Just Eat, or any of their
respective members, associates or directors, officers or advisers
and any person acting on behalf of one or more of them, provides
any representation, warranty, assurance or guarantee that the
occurrence of the events expressed or implied in any forward
looking statements in this Announcement will actually occur. Other
than in accordance with their legal or regulatory obligations
(including under the City Code, the Listing Rules and the
Disclosure Guidance and Transparency Rules), no member of the
Prosus Group is under, or undertakes, any obligation, and each of
the foregoing expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
No profit forecasts or estimates
Nothing in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement
should be interpreted to mean that cash flow from operations,
income of persons (where relevant), earnings or earnings per share
or dividend per share for Prosus, MIH or Just Eat, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
or dividend per share for Prosus, MIH or Just Eat, as
appropriate.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of an offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure. Under Rule
8.3(b) of the City Code, any person who is, or becomes, interested
in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any securities exchange offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror, save to the extent that
these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the business day
following the date of the relevant dealing. If two or more persons
act together pursuant to an agreement or understanding, whether
formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Just Eat Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Just Eat may be provided to MIH during the
Offer Period as required under Section 4 of Appendix 4 of the City
Code to comply with Rule 2.11(c) of the City Code.
Publication on website and availability of hard copies
A copy of this Announcement and the documents required to be
published by Rule 26 of the City Code will be made available
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), on Prosus's website at
www.Prosus.com/investors/justeat by no later than 12 noon (London
time) on the Business Day following the date of this Announcement.
For the avoidance of doubt, the contents of the website is not
incorporated into, and does not form part of, this
Announcement.
Just Eat Shareholders may request a hard copy of this
Announcement by contacting Finsbury at The Adelphi, 1-11 John Adam
Street, London, United Kingdom WC2N 6HT during business hours on
+44 (0)20 7251 3801 (lines are open from 8.00a.m. to 6.00p.m.,
Monday to Friday (excluding public holidays in England and Wales)).
If you have received this Announcement in electronic form, copies
of this Announcement and any document or information incorporated
by reference into this document will not be provided unless such a
request is made. Just Eat Shareholders may also request that all
future documents, announcements and information to be sent to them
in relation to the Offer should be in hard copy form.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Time
Unless otherwise indicated, all references to time in this
Announcement are to London time.
Appendix I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE Offer
The Offer will be made on the terms and conditions set out in
this Appendix and in the Offer Document and the Form of
Acceptance.
Part A: Conditions to the Offer
The Offer will be subject to the following Conditions:
Acceptance of the Offer
1. valid acceptances being received (and not, where permitted,
withdrawn) by no later than 1.00 p.m. (London time) on the first
closing date of the Offer (or such later time(s) and/or dates(s) as
MIH may, with the consent of the Panel or in accordance with the
City Code, decide) in respect of Just Eat Shares which, together
with all Just Eat Shares which MIH acquires or agrees to acquire
(whether pursuant to the Offer or otherwise), carry not less than
90 per cent. (or such lesser percentage, as MIH may decide after
consultation with the Panel (if necessary)), being in any case more
than 50 per cent. of the voting rights normally exercisable at a
general meeting of Just Eat, including for this purpose (to the
extent, if any, required by the Panel) any such voting rights
attaching to any Just Eat Shares that are unconditionally allotted
or issued before the Offer becomes or is declared unconditional as
to acceptances whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise. In this Condition,
Just Eat Shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, shall be deemed to
carry the voting rights they will carry on being issued and valid
acceptances shall be deemed to have been received in respect of
Just Eat Shares which are treated for the purposes of Part 28 of
the Companies Act 2006 as having been acquired or contracted to be
acquired by Just Eat by virtue of acceptances of the Offer;
Regulatory clearance
2. to the extent it has jurisdiction, the Spanish Markets and
Competition Commission having issued a decision clearing the
acquisition of Just Eat Shares under the Offer unconditionally, or
with commitments or conditions that are on terms reasonably
satisfactory to MIH, or the relevant deadline for the adoption of a
decision foreseen in article 36.2 of the Spanish Competition Act
having expired;
Takeaway.com Offer
3. the Takeaway.com Offer not having become or been declared
effective or (as the case may be) wholly unconditional in
accordance with its terms (or any varied, revised or modified
terms) on or prior to the date on which the Offer becomes or is
declared effective or (as the case may be) wholly
unconditional;
Notifications, waiting periods and Authorisations
4. other than in relation to the matters referred to in
Condition 2, all relevant Third Parties having waived (or not
exercised within any applicable time limits) any termination right,
right of pre-emption, first refusal or similar right arising as a
result of or in connection with the Offer and the acquisition or
the proposed acquisition of any shares or other securities in, or
control or management of, Just Eat or any other member of the Wider
Just Eat Group by any member of the Wider Prosus Group;
5. other than in relation to the matters referred to in Condition 2:
(A) all notifications, filings or applications which are deemed
necessary by MIH in connection with the Offer and/or the
acquisition or the proposed acquisition of any shares or other
securities in, or control or management of, Just Eat or any other
member of the Wider Just Eat Group by any member of the Wider
Prosus Group having been made;
(B) all necessary waiting periods and other necessary time
periods (including any extensions thereof) under any applicable
legislation or regulation of any jurisdiction having expired,
lapsed or been terminated (as appropriate);
(C) all statutory and regulatory obligations in any jurisdiction
having been complied with in connection with the Offer and/or the
acquisition or the proposed acquisition of any shares or other
securities in, or control or management of, Just Eat or any other
member of the Wider Just Eat Group by any member of the Wider
Prosus Group;
(D) all Authorisations deemed reasonably necessary by MIH in any
jurisdiction for or in respect of the Offer and/or the acquisition
or the proposed acquisition of any shares or other securities in,
or control or management of, Just Eat or any other member of the
Wider Just Eat Group by any member of the Wider Prosus Group having
been obtained in terms and in a form reasonably satisfactory to MIH
(acting reasonably in consultation with Just Eat) from all
appropriate Third Parties or (without prejudice to the generality
of the foregoing) from any person or bodies with whom any member of
the Wider Just Eat Group or the Wider Prosus Group has entered into
contractual arrangements;
(E) all Authorisations necessary, appropriate or desirable to
carry on the business of any member of the Wider Just Eat Group in
any jurisdiction having been obtained; and
(F) all Authorisations referred to Conditions 5(D) and 5(E)
remaining in full force and effect at the time at which the Offer
becomes otherwise effective and there being no notice or intimation
of any intention to revoke, suspend, restrict, modify or not to
renew such Authorisations.
General antitrust and regulatory
6. other than in relation to the matters referred to in
Condition 2, no antitrust regulator or other Third Party having:
(1) given notice of a decision or having decided to take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference (and in each case, not having
withdrawn the same); (2) required any action to be taken or
otherwise having done anything; (3) enacted, made or proposed any
statute, regulation, decision order or change to published
practice; or (4) taken any other steps which would reasonably be
expected to (and in each case, not having withdrawn the same), and
there not continuing to be outstanding any statute, regulation,
decision, order or change to published practice, in each case,
which would or might be expected to:
(A) require, prevent or materially delay the divestiture, or
alter the terms envisaged for such divestiture by any member of the
Wider Just Eat Group or any member of the Wider Prosus Group of all
or any portion of their respective businesses, assets or property
or impose any limitation on the ability of all or any of them to
conduct their respective businesses (or any part thereof) or to
own, control or manage any of their assets or properties (or any
part thereof);
(B) except pursuant to Chapter 3 of Part 28 of the Companies Act
2006, require any member of the Wider Prosus Group or the Wider
Just Eat Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider Just Eat Group or any asset owned by any Third Party (other
than in the implementation of the Offer);
(C) impose any limitation on, or result in a delay in, the
ability of any member of the Wider Prosus Group directly or
indirectly to acquire, hold or exercise effectively all or any
rights of ownership in respect of shares or loans or securities
convertible into shares or other securities in any member of the
Wider Just Eat Group or on the ability of any member of the Wider
Just Eat Group or any member of the Wider Prosus Group directly or
indirectly to hold or exercise effectively all or any rights of
ownership in respect of shares or other securities (or the
equivalent) in, or to exercise voting or management control over,
any member of the Wider Just Eat Group;
(D) otherwise adversely affect any or all of the business,
assets, profits or prospects of any member of the Wider Prosus
Group or any member of the Wider Just Eat Group;
(E) result in any member of the Wider Prosus Group or any member
of the Wider Just Eat Group ceasing to be able to carry on business
under any name under which it presently carries on business,
(F) make the Offer (including the Scheme), its implementation or
the acquisition or the proposed acquisition of any shares or other
securities in, or control or management of, Just Eat or any other
member of the Wider Just Eat Group by any member of the Wider
Prosus Group void, unenforceable and/or illegal under the laws of
any relevant jurisdiction, or otherwise, directly or indirectly,
prevent, prohibit, restrict, restrain, materially delay or
otherwise materially interfere with the implementation of, or
impose material additional conditions or obligations with respect
to, or otherwise challenge, impede, interfere or require material
amendment of the Offer or the acquisition or the proposed
acquisition of any shares or other securities in, or control or
management of, Just Eat or any other member of the Wider Just Eat
Group by any member of the Wider Prosus Group;
(G) require, prevent or materially delay a divestiture by any
member of the Wider Prosus Group of any shares or other securities
(or the equivalent) in any member of the Wider Just Eat Group or
any member of the Wider Prosus Group; or
(H) impose any limitation on the ability of any member of the
Wider Prosus Group or any member of the Wider Just Eat Group to
conduct, integrate or co-ordinate all or any part of its business
with all or any part of the business of any other member of the
Wider Prosus Group and/or the Wider Just Eat Group;
and all applicable waiting and other time periods (including any
extensions thereof) during which any such antitrust regulator or
other Third Party could decide to take, institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry
or reference or take any other step under the laws of any
jurisdiction in respect of the Offer or the acquisition or the
proposed acquisition of any shares or other securities in, or
control or management of, Just Eat or any other member of the Wider
Just Eat Group by any member of the Wider Prosus Group or otherwise
intervene having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
7. save as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Just Eat Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or be subject or any event or circumstance
which, as a consequence of the Offer or the acquisition or the
proposed acquisition of any shares or other securities in, or
control or management of, Just Eat or any other member of the Wider
Just Eat Group by any member of the Wider Prosus Group or because
of a change in the control or management of any member of the Wider
Just Eat Group or otherwise, could or might reasonably be expected
to result in:
(A) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
Just Eat Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(B) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of any member of the Wider Just Eat Group or any such
mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;
(C) any such arrangement, agreement, lease, licence, franchise,
permit or other instrument being terminated or the rights,
liabilities, obligations or interests of any member of the Wider
Just Eat Group being terminated or adversely modified or adversely
affected or any obligation or liability arising or any adverse
action being taken or arising thereunder;
(D) the rights, liabilities, obligations, interests or business
of any member of the Wider Just Eat Group or any member of the
Wider Prosus Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the Wider Just Eat Group or any member of the Wider
Prosus Group in or with any other person or body or firm or company
(or any arrangement or arrangements relating to any such interests
or business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(E) any assets or interests of any member of the Wider Just Eat
Group being or falling to be disposed of or charged or any right
arising under which any such asset or interest could be required to
be disposed of or charged;
(F) any member of the Wider Just Eat Group ceasing to be able to
carry on business under any name under which it presently carries
on business;
(G) the value of, or the financial or trading position or
prospects of, any member of the Wider Just Eat Group being
prejudiced or adversely affected; or
(H) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Just Eat Group, other than
trade creditors or liabilities incurred in the ordinary course of
business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Just Eat Group is a
party or by or to which any such member or any of its assets may be
bound, entitled or subject, could result in any of the events or
circumstances as are referred to in Conditions 7(A) to 7(H);
Certain events occurring since 31 December 2018
8. except as Disclosed, no member of the Wider Just Eat Group
having, since 31 December 2018:
(A) issued or agreed to issue or authorised or proposed the
issue, of additional shares of any class (including, without
limitation, Just Eat Shares), or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Just Eat
Shares out of treasury (except, where relevant, as between Just Eat
and wholly owned subsidiaries of Just Eat or between the wholly
owned subsidiaries of Just Eat and except for the issue or transfer
out of treasury of Just Eat Shares on the exercise of employee
share options or vesting of employee share awards in the ordinary
course under the Just Eat Share Plans);
(B) recommended, declared, paid or made or resolved to
recommend, declare, pay or make any bonus, dividend, distribution
or other form of capital return (whether payable in cash or
otherwise) other than dividends (or other distributions whether
payable in cash or otherwise) lawfully paid or made by any wholly
owned subsidiary of Just Eat to Just Eat or any of its wholly owned
subsidiaries;
(C) other than pursuant to the Offer (and except for
transactions between Just Eat and its wholly owned subsidiaries or
between the wholly owned subsidiaries of Just Eat) implemented,
effected, authorised or proposed or announced its intention to
implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, sub-division, scheme, commitment or
acquisition or disposal of assets or shares or loan capital (or the
equivalent thereof) in any undertaking or undertakings in any such
case to an extent which is or could be material in the context of
the Wider Just Eat Group taken as a whole or material in the
context of the Offer;
(D) except for transactions between Just Eat and its wholly
owned subsidiaries or between the wholly owned subsidiaries of Just
Eat, and except for transactions in the ordinary course of
business, disposed of, or transferred, mortgaged or charged, or
created any security interest over any asset or any right, title or
interest in any asset (including shares and trade investments) or
authorised, proposed or announced any intention to do so in a
manner which is or could be material in the context of the Wider
Just Eat Group taken as a whole or material in the context of the
Offer;
(E) except for transactions between Just Eat and its wholly
owned subsidiaries or between the wholly owned subsidiaries of Just
Eat and except for transactions in the ordinary course of business,
issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness which is
material in the context of the Wider Just Eat Group taken as a
whole or material in the context of the Offer;
(F) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) which is outside of
the ordinary course of business and is of a long-term, unusual or
onerous nature or magnitude or which is or which involves an
obligation of a nature or magnitude which is reasonably likely to
be materially restrictive on the businesses of any member of the
Wider Just Eat Group or the Wider Prosus Group and/or as a whole,
and in either case which is material in the context of the Wider
Just Eat Group taken as a whole or material in the context of the
Offer;
(G) entered into or materially varied the terms of, or made any
offer (which remains open for acceptance) to enter into or
materially vary the terms of any contract, service agreement,
commitment or arrangement with any director or senior executive of
Just Eat, other than as agreed by the Panel or agreed with MIH;
(H) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Wider Just Eat Group which are material in the context of the Wider
Just Eat Group taken as a whole or material in the context of the
Offer (including the Just Eat Share Plans), other than salary
increases, bonuses or variations of terms in the ordinary course as
agreed by the Panel and/or MIH (as applicable);
(I) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
Condition 8(A), made any other change to any part of its share
capital;
(J) except in the ordinary course of business, waived,
compromised or settled any claim by or against any member of the
Wider Just Eat Group which is material in the context of the Wider
Just Eat Group as a whole or material in the context of the
Offer;
(K) terminated or varied the terms of any agreement or
arrangement which is of a long term or unusual nature between any
member of the Wider Just Eat Group and any other person in a manner
which is materially adverse to the Wider Just Eat Group taken as a
whole;
(L) except in relation to changes made or agreed as a result of
or arising from, changes to legislation, made or agreed or
consented to or procured any change to, or the custodian or trustee
of any scheme having made a change to:
(i) the terms of the governing documents of any pension
scheme(s) established by any member of the Wider Just Eat Group for
its directors, former directors, employees, former employees or
their dependants;
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(iv) the basis upon which the liabilities (including pensions)
of such pension schemes are funded, valued, made, agreed or
consented to,
(v) to an extent which in any such case is material in the
context of the Wider Just Eat Group taken as a whole or material in
the context of the Offer;
(M) carried out any act which:
(i) would or could reasonably be expected to lead to the
commencement of the winding up of any pension scheme(s) established
by any member of the Wider Just Eat Group for its directors, former
directors, employees, former employees or their dependants;
(ii) would or might create a material debt owed by an employer to any such plan; or
(iii) would or might accelerate any obligation on any employer
to fund or pay additional contributions to any such plan;
(N) been unable, or admitted in writing that it is unable, to
pay its debts when they fall due or commenced negotiations with one
or more of its creditors with a view to rescheduling or
restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a
substantial part of its business, which is material in the context
of the Wider Just Eat Group taken as a whole;
(O) (other than in respect of a member of the Wider Just Eat
Group which is dormant and was solvent at the relevant time) taken
any steps, corporate action or had any legal proceedings instituted
or threatened against it in relation to the suspension of payments,
a moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of a
receiver, administrator, administrative receiver, trustee or
similar officer of all or any of its assets or revenues or any
analogous or equivalent steps or proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such
person appointed;
(P) except for transactions between Just Eat and its wholly
owned subsidiaries or between the wholly owned subsidiaries of Just
Eat, made, authorised, proposed or announced an intention to
propose any change in its loan capital;
(Q) except for transactions between members of the Wider Just
Eat Group and transactions entered into in the ordinary course of
business, entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities;
(R) entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider
Just Eat Group other than to a nature and extent which is market
standard in the context of the business concerned;
(S) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition 8; or
(T) taken (or having agreed or proposed to take) an action which
requires, or would require, the consent of the Panel or the
approval of Just Eat Shareholders in accordance with, or as
contemplated by, Rule 21.1 of the City Code;
No adverse change, litigation, regulatory enquiry or similar
9. except as Disclosed, since 31 December 2018 there having
been, in each case to an extent which is material in the context of
the Wider Just Eat Group taken as a whole, or material in the
context of the Offer:
(A) no adverse change or deterioration and no circumstance
having arisen which would or might reasonably be expected to result
in any adverse change in, the business, assets, financial or
trading position or profits or prospects or operational performance
of any member of the Wider Just Eat Group;
(B) no litigation, arbitration proceedings, prosecution or other legal proceedings:
(i) having been threatened, announced or instituted by, or
against, or remaining outstanding against, or in respect of, any
member of the Wider Just Eat Group; or
(ii) to which any member of the Wider Just Eat Group is or may
become a party (whether as claimant, defendant or otherwise),
having been threatened, announced, instituted or remaining
outstanding by, against or in respect of, any member of the Wider
Just Eat Group;
(C) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Just Eat Group having been threatened in writing,
announced or instituted or remaining outstanding by, against or in
respect of any member of the Wider Just Eat Group;
(D) no contingent or other liability having arisen or become
apparent to MIH which is, or which would be likely to affect,
adversely the business, assets, financial or trading position or
profits or prospects of any member of the Wider Just Eat Group;
and
(E) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Just Eat Group which is necessary for the proper carrying
on of its business;
No discovery of certain matters
10. except as Disclosed, MIH not having discovered, in each case
to an extent which is material in the context of the Wider Just Eat
Group taken as a whole or material in the context of the Offer:
(A) that any financial, business or other information concerning
the Wider Just Eat Group publicly disclosed prior to the date of
this Announcement by, or on behalf of, any member of the Wider Just
Eat Group is misleading, contains a material misrepresentation of
any fact, or omits to state a fact necessary to make that
information not misleading where the relevant information has not
subsequently been corrected prior to the date of this Announcement
by disclosure, either publicly or otherwise to MIH;
(B) that any member of the Wider Just Eat Group is subject to
any liability, contingent or otherwise, which is not Disclosed in
the annual report and accounts of Just Eat for the financial year
ended 31 December 2018;
(C) that any past or present member of the Wider Just Eat Group
has failed to comply in any material respect with any applicable
legislation, regulations or other requirements of any jurisdiction
or any Authorisations relating to the use, treatment, storage,
carriage, disposal, discharge, spillage, release, leak or emission
of any waste or hazardous substance or any substance likely to
impair the environment (including property) or harm human health or
otherwise relating to environmental matters or the health and
safety of humans, which noncompliance would be likely to give rise
to any material liability including any penalty for non-compliance
(whether actual or contingent) on the part of any member of the
Wider Just Eat Group;
(D) that there is or is reasonably likely to be any material
obligation or liability (whether actual or contingent) or
requirement to make good, remediate, repair, reinstate or clean up
any property, asset or any controlled waters currently or
previously owned, occupied, operated or made use of or controlled
by any past or present member of the Wider Just Eat Group (or on
its behalf), or in which any such member may have or previously
have had or be deemed to have had an interest, under any
environmental legislation, common law, regulation, notice,
circular, Authorisation or order of any Third Party or any other
person or body in any jurisdiction or to contribute to the cost
thereof or associated therewith or indemnify any person in relation
thereto;
(E) circumstances exist (whether as a result of the Offer or
otherwise) which would be reasonably likely to lead to any Third
Party instituting, or whereby any past or present member of the
Wider Just Eat Group would be likely to be required to institute,
an environmental audit or take any other steps which would in any
such case be reasonably likely to result in any liability (whether
actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes
currently carried out or make good, remediate, repair, re-instate
or clean up any land or other asset currently or previously owned,
occupied or made use of by any past or present member of the Wider
Just Eat Group (or on its behalf) or by any person for which a
member of the Wider Just Eat Group is or has been responsible, or
in which any such member may have or previously have had or be
deemed to have had an interest which is material in the context of
the Wider Just Eat Group as a whole; or
(F) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider
Just Eat Group;
Anti-corruption
11. except as Disclosed, MIH not having discovered, in each case
to an extent which is material in the context of the Wider Just Eat
Group taken as a whole or material in the context of the Offer,
that:
(A) any past or present member, director, officer or employee of
the Wider Just Eat Group or any person that performs or has
performed services for or on behalf of any such member, director,
officer or employee is or has engaged in:
(i) any activity, practice or conduct which would constitute an
offence under the Bribery Act 2010 or any other applicable
anticorruption legislation; or
(ii) any business with, made any investments in, made any funds
or assets available to or received any funds or assets from: (1)
any government, entity or individual in respect of which US or
European Union persons, or persons operating in those territories,
are prohibited from engaging in activities or doing business, or
from receiving or making available funds or economic resources, by
US or European Union laws or regulations, including the economic
sanctions administered by the United States Office of Foreign
Assets Control, or HM Treasury & Customs; or (2) any
government, entity or individual targeted or covered by any of the
economic sanctions administered or imposed by the United Nations,
the United States (including, without limitation, the United States
Office of Foreign Assets Control), the United Kingdom, the European
Union (or any of its respective member states) or any other
governments or supranational body or authority in any jurisdiction,
save that this shall not apply if and to the extent that it is or
would be unenforceable by reason of breach of any applicable
Blocking Law; or
(B) a member of the Wider Just Eat Group has engaged in any
transaction which would cause any member of the Wider Prosus Group
to be in breach of any law or regulation upon MIH's (direct or
indirect) acquisition of Just Eat, including the economic sanctions
administered by the United States Office of Foreign Assets Control,
or HM Treasury & Customs, or any government, entity or
individual targeted by any of the economic sanctions of the United
Nations, the United States, the European Union (or any of its
respective member states) or any other governments or supranational
body or authority in any jurisdiction, save that this shall not
apply if and to the extent that it is or would be unenforceable by
reason of breach of any applicable Blocking Law; and
No criminal property
12. except as Disclosed, MIH not having discovered, in each case
to an extent which is or could be material in the context of the
Wider Just Eat Group taken as a whole or material in the context of
the Offer, that any asset of any member of the Wider Just Eat Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition).
Part B: Certain further terms of the Offer
1. The Conditions are inserted for the benefit of MIH and no
Just Eat Shareholder shall be entitled to waive any of the
Conditions without the prior consent of MIH.
2. Subject to the requirements of the Panel, MIH reserves the
right to waive, in whole or in part, Conditions 2 to 12 (inclusive)
in Part A at its absolute discretion.
3. Condition 1 cannot be waived.
4. Save where MIH has confirmed the satisfaction or waiver of
all Conditions, MIH shall be under no obligation to waive (if
capable of waiver), to determine to be or remain satisfied or to
treat as satisfied any of the Conditions capable of waiver by a
date earlier than the latest date specified for the satisfaction of
that Condition, notwithstanding that the other Conditions may at
such earlier date have been waived or satisfied and that there are
at such earlier date no circumstances indicating that any of such
Conditions may not be capable of satisfaction.
5. If the Offer lapses, it will cease to be capable of further
acceptance and persons accepting the Offer and MIH shall thereupon
cease to be bound by acceptances submitted at or before the time
the Offer lapses.
6. The Offer will lapse, and will not proceed, unless all of the
Conditions relating to the Offer have been fulfilled or (if capable
of waiver) waived by, or, where appropriate, have been determined
by MIH to be and remain satisfied by, midnight on the twenty-first
day after the later of:
(A) the first closing date of the Offer; or
(B) the date on which the Offer becomes unconditional as to acceptances,
or such later date as MIH may, with the consent of the Panel,
decide. MIH shall be under no obligation to waive or treat as
satisfied any Condition by a date earlier than the latest date
specified above for its satisfaction even though the other
Conditions of the Offer may, at such earlier date, have been waived
or fulfilled and there are, at such earlier date, no circumstances
indicating that any such Conditions may not be capable of
fulfilment.
7. If MIH is required by the Panel to make an offer for Just Eat
Shares under the provisions of Rule 9 of the City Code, MIH may
make such alterations to any of the Conditions and terms of the
Offer as are necessary to comply with the provisions of that
Rule.
8. The Offer will lapse if the Offer or any matter arising from
or relating to the Offer becomes subject to a UK Competition and
Markets Authority Phase 2 Reference before 1.00 p.m. (London time)
on the first closing date or the time and date on which the Offer
becomes or is declared unconditional as to acceptances (whichever
is the later).
9. The Just Eat Shares acquired under the Offer will be acquired
fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including,
without limitation, voting rights and the right to receive and
retain in full all dividends and other distributions (if any)
announced, declared, made or paid or any other return of capital
(whether by reduction of share capital or share premium account or
otherwise) made, in each case, by reference to a record date
falling on or after the date of this Announcement, other than any
dividend or distribution in respect of which MIH exercises its
right under the terms of the Offer to reduce the consideration
payable in respect of each Just Eat Share.
10. If any dividend or other distribution is announced,
declared, made, payable or paid in respect of the Just Eat Shares
on or after the date of this Announcement and prior to all of the
conditions to the Offer having been fulfilled or (if capable of
waiver) waived and so long as the Offer remains open for
acceptance, MIH reserves the right (without prejudice to any right
MIH may have, with the consent of the Panel, to invoke Condition
8(B) in Part A of Appendix I to this Announcement) at its sole
discretion to reduce the consideration payable in respect of each
Just Eat Share by the amount of all or part of any such dividend or
other distribution. If MIH exercises this right or makes such a
reduction in respect of a dividend or other distribution, Just Eat
Shareholders will be entitled to receive and retain that dividend
or other distribution. Any exercise by MIH of its rights referred
to in this paragraph 10 of Part B of Appendix I to this
Announcement shall be the subject of an announcement and, for the
avoidance of doubt, shall not constitute a revision or variation of
the terms of the Offer.
11. MIH reserves the right, with the consent of the Panel, to
elect to implement the acquisition of the Just Eat Shares by way of
a scheme of arrangement under Part 26 of the Companies Act 2006. In
such event, the Scheme will be implemented on the same terms
(subject to appropriate amendments), so far as applicable, as those
which could apply to the Offer.
12. The Offer will be made on the terms and will be subject to
the Conditions which are set out in this Appendix 1, those terms
which will be set out in the Offer Document and Form of Acceptance
and such further terms as may be required to comply with the
applicable rules and regulations of the FCA and the London Stock
Exchange and the City Code, as well as the applicable requirements
of US federal securities laws. This Announcement does not
constitute, or form part of, an offer or invitation to purchase
Just Eat Shares or any other securities.
13. The Offer will not be made, directly or indirectly, in, into
or by use of the mails of, or by any means or instrumentality
(including, without limitation, telephonically, or electronically)
of interstate or foreign commerce of, or any facilities of a
national securities exchange of, any Restricted Jurisdiction. This
document does not constitute an offer in any Restricted
Jurisdiction and the Offer should not be accepted by any such use,
means, instrumentality or facilities or otherwise from or within
any Restricted Jurisdiction. Accordingly, copies of this document
are not being and must not be mailed, transmitted or otherwise
distributed in whole or in part, in, into or from any Restricted
Jurisdiction and persons receiving this Announcement (including,
without limitation, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in, into or from
any Restricted Jurisdiction. Doing so may render invalid any
purported acceptance of the Offer.
14. This Announcement and rights and liabilities arising
hereunder, the Offer and any acceptance thereof, the Offer Document
and the Forms of Acceptance will be governed by English law and be
subject to the jurisdiction of the English courts and to the
Conditions set out herein and in the Offer Document and Form of
Acceptance.
15. Under Rule 13.5(a) of the City Code, MIH may not invoke a
Condition to the Offer so as to prevent the Offer from proceeding
or to cause it to lapse or to be withdrawn unless the circumstances
which give rise to the right to invoke the Condition are of
material significance to MIH in the context of the Offer.
16. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
17. MIH reserves the right for any member of the Wider Prosus
Group from time to time, instead of MIH, to make the Offer or
otherwise implement the acquisition of Just Eat.
Appendix II
SOURCES OF INFORMATION AND BASES OF CALCULATION
Unless otherwise stated, in this Announcement:
1. All prices and Closing Prices for Just Eat Shares are closing
middle market quotations derived from the London Stock Exchange
Daily Official List (SEDOL).
2. All prices and Closing Prices for Takeaway.com Shares are
closing middle market quotations derived from the Euronext
Amsterdam Daily Official List.
3. The aggregate value of the consideration of approximately
GBP4.9 billion is calculated by multiplying the offered amount of
710 pence in cash per Just Eat Share by Just Eat's fully diluted
share capital (as referred to in paragraph 5 below).
4. The value of the Takeaway.com Offer of 594 pence per Just Eat Share is obtained by:
(A) dividing Takeaway.com's Closing Price of EUR71.00 as at the
Last Practicable Date by the exchange rate of GBP:EUR of
GBP1:EUR1.165 as at the Last Practicable Date as derived from data
provided by Bloomberg; and
(B) multiplying the number obtained by the exchange ratio of
0.09744 Takeaway.com by Just Eat Shares announced by Takeaway.com
in its Rule 2.7 announcement released on 5 August 2019
5. The fully diluted share capital of Just Eat is 687,127,131
shares (as published today in Just Eat's circular to Just Eat
Shareholders in respect of the Takeaway.com Offer).
6. The performance of the Online Food Delivery Sector since the
start of the Just Eat Offer Period is calculated using the
performance of the median constituent in the Online Food Delivery
Sector, when ranked by performance of their Closing Price, over the
period between 26 July and the Last Practicable Date as follows
(Closing Price on 26 July 2019, Closing Price on the Last
Practicable Date): Takeaway.com (EUR83.6, EUR71.0); Delivery Hero
(EUR40.9, EUR42.5); and Grubhub (US$74.6, US$55.8).
7. The performance of the High-Growth Internet Sector Price
since the start of the Just Eat Offer Period is calculated using
the performance of the median constituent in the High Growth
Internet Sector, when ranked by performance of their Closing Price,
over the period between 26 July and 21 October 2019 as follows
(Closing Price on 26 July 2019, Closing Price on 21 October 2019):
boohoo (GBP2.3, GBP2.7); Carvana (US$66.5, US$77.3); Chewy
(US$32.5, US$27.9); Delivery Hero (EUR40.9, EUR42.5); Etsy
(US$70.9, US$58.0); Facebook (US$199.8, US$189.8); Farfetch
(US$22.0, US$8.0); Grubhub (US$74.6, US$55.8); Lyft (US$65.5,
US$40.9); MercadoLibre (US$654.7, US$545.4); Naspers (ZAR 2,324.7,
ZAR2,289.0); Netflix (US$335.8, US$278.1); Pinterest (US$27.6,
US$26.8); Pluralsight (US$30.7, US$17.1); Prosus (EUR74.2,
EUR66.1), RealReal (US$25.9, US$21.6; Redfin (US$18.0, US$18.3);
Shopify (US$336.5, US$319.7); Snap (US$17.9, US$14.6); Spotify
(US$155.4, US$119.0); Square (US$81.8, US$61.2); Stitch Fix
(US$27.5, US$23.0); Takeaway.com (EUR83.6, EUR71.0); TeladocHealth
(US$69.5, US$68.6); Trade Desk (US$278.6, US$200.8); Twilio
(US$150.0, US$105.5); Uber (US$44.5, US$31.4); Upwork (US$17.0,
US$14.5); Wayfair (US$138.1, US$112.8); Wix.com (US$149.1, USD
119.4); Yandex (US$37.0, US$2.8); and Zillow (US$49.2,
US$33.3).
8. All Closing Prices for the Online Food Delivery Sector and
High-Growth Internet Sector peers, which encompass boohoo, Carvana,
Chewy, Delivery Hero, Etsy, Facebook, Farfetch, Grubhub, Lyft,
MercadoLibre, Naspers, Netflix, Pinterest, Pluralsight, Prosus,
RealReal, Redfin, Shopify, Snap, Spotify, Square, Stitch Fix,
Takeaway.com, TeladocHealth, Trade Desk, Twilio, Uber, Upwork,
Wayfair, Wix.com, Yandex and Zillow are derived from data provided
by Bloomberg.
9. Unless otherwise stated, historical financial information
relating to Prosus have been extracted or derived (without material
adjustment) from the audited financial statements present in the
Prosus prospectus
10. Prosus's market capitalisation as of the Last Practicable Date is provided by Bloomberg.
11. Certain figures included in this Announcement have been subject to rounding adjustments.
Appendix III
Definitions
Announcement this announcement made pursuant to Rule 2.7
of the City Code;
Authorisations regulatory authorisations, orders, recognitions,
grants, consents, clearances, confirmations,
certificates, licences, permissions and/or
approvals;
Blocking Law (i) any provision of Council Regulation (EC)
No 2271/1996 of 22 November 1996 (or any law
or regulation implementing such Regulation
in any member state of the European Union or
the United Kingdom); or (ii) any similar blocking
or anti-boycott law;
Business Day a day (other than a Saturday, Sunday or public
or bank holiday in England and/or the Netherlands)
on which banks are generally open for business
in London and Amsterdam other than solely for
trading and settlement in Euro;
City Code the City Code on Takeovers and Mergers;
Clean Team Confidentiality the clean team agreement entered into between
Agreement MIH and Just Eat dated 4 October 2019, as described
at paragraph 9 of this Announcement;
Closing Price (a) for Just Eat: the closing middle market
quotations of a share derived from the Daily
Official List of the London Stock Exchange;
(b) for Takeaway.com: the closing middle market
quotations of a share derived from the Daily
Official List of the Euronext Amsterdam; and
(c); for High-Growth Internet Sector and Online
Food Delivery Sector peers, which encompass
boohoo, Carvana, Chewy, Delivery Hero, Etsy,
Facebook, Farfetch, Grubhub, Lyft, MercadoLibre,
Naspers, Netflix, Pinterest, Pluralsight, Prosus,
RealReal, Redfin, Shopify, Snap, Spotify, Square,
Stitch Fix, Takeaway.com, TeladocHealth, Trade
Desk, Twilio, Uber, Upwork, Wayfair, Wix.com,
Yandex and Zillow: the closing middle market
quotations provided by Bloomberg;
Companies Act 2006 the UK Companies Act 2006;
Conditions the conditions to the implementation of the
Offer, as set out in Appendix I to this Announcement
and to be set out in the Offer Document (or,
if applicable, the Scheme Document);
Confidentiality Agreement the confidentiality agreement entered into
between MIH and Just Eat on 20 September 2019,
as described at paragraph 9 of this Announcement;
CREST the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001/3755))
in respect of which Euroclear UK & Ireland
Limited is the Operator (as defined in those
Regulations) in accordance with which securities
may be held and transferred in uncertificated
form;
CSOP the Just Eat Holdings Limited Company Share
Option Plan and the Just Eat Group Holdings
Limited Company Share Option Plan No. 2 (International);
Dealing Disclosure the meaning given to it in Rule 8 of the City
Code;
Disclosed the information fairly disclosed by or on behalf
of Just Eat: (a) in the annual report and accounts
of Just Eat for the financial year ended 31
December 2018; (b) in the Just Eat 2019 Interim
Results; (c) in this Announcement; or (d) in
any other public announcement to a Regulatory
Information Service by, or on behalf of, Just
Eat prior to the publication of this Announcement
made by Just Eat in accordance with the Market
Abuse Regulation, Listing Rules or Disclosure
Guidance and Transparency Rules after 31 December
2018;
Disclosure Guidance the disclosure guidance and transparency rules
and Transparency made by the FCA and forming part of the FCA's
Rules handbook of rules and guidance;
DSBP the Just Eat Deferred Share Bonus Plan 2018;
Effective Date the date on which either: (i) the date on which
the Offer becomes or is declared unconditional
in all respects; or (ii) if MIH (subject to
the consent of the Panel) elects to implement
the Offer by means of a Scheme, the date on
which the Scheme becomes effective in accordance
with its terms;
EMI the Just Eat Group Limited Enterprise Management
Incentive (EMI) Share Option Plan;
FCA the Financial Conduct Authority acting in its
capacity as the competent authority for the
purposes of Part VI of the Financial Services
and Markets Act 2000, or any successor authority
or authorities, as relevant;
Form of Acceptance the form of acceptance and authority relating
to the Offer which will accompany the Offer
Document for use by Just Eat Shareholders;
FSMA the UK Financial Services and Markets Act 2000
(as amended from time to time);
FTSE the Financial Times Stock Exchange Group;
High Growth Internet the sector composed of publicly listed internet
Sector companies outside of Asia with a market capitalisation
greater than US$1bn based on Closing Prices
on the Last Practicable Date and consensus
forecast 2019-2021 revenue compound annual
growth rate of greater than 20 per cent. comprising
boohoo, Carvana, Chewy, Delivery Hero, Etsy,
Facebook, Farfetch, Grubhub, Lyft, MercadoLibre,
Naspers, Netflix, Pinterest, Pluralsight, Prosus,
RealReal, Redfin, Shopify, Snap, Spotify, Square,
Stitch Fix, Takeaway.com, TeladocHealth, Trade
Desk, Twilio, Uber, Upwork, Wayfair, Wix.com,
Yandex and Zillow;
ISIN International Securities Identification Number;
J.P. Morgan Cazenove J.P. Morgan Securities plc, which conducts
its UK investment banking business as J.P.
Morgan Cazenove;
JSOP the Just Eat Joint Share Ownership Plan;
Just Eat Just Eat plc, a public limited company incorporated
in England and Wales with registered number
06947854;
Just Eat 2019 Interim the Just Eat half year results announcement
Results released on 31 July 2019 in respect of the
six month period ended 30 June 2019;
Just Eat Directors the directors of Just Eat at the date of this
Announcement or, where the context so requires,
the directors of Just Eat from time to time;
Just Eat Group Just Eat and its subsidiaries and subsidiary
undertakings;
Just Eat Share Plans the PSP, the RSP, the DSBP, the Sharesave Schemes,
the CSOP, the SIP, the JSOP and the EMI;
Just Eat Shareholders the holders of Just Eat Shares from time to
time;
Just Eat Shares the existing unconditionally allotted and issued
and fully paid ordinary shares of GBP0.01 each
in the capital of Just Eat and any further
such ordinary shares which are unconditionally
allotted or issued before the Scheme becomes
effective;
Just Eat's Q3 Trading the Just Eat quarterly trading update announcement
Update released on 21 July 2019 in respect of the
three and nine month periods ended 30 June
2019;
Last Practicable 21 October 2019 (being the last Business Day
Date before the date of this Announcement);
Listing Rules the listing rules and regulations made by the
FCA as part of its UK Listing Authority functions
pursuant to Part 6 of the Financial Services
and Markets Act 2000 and contained in the FCA's
publication of the same name;
London Stock Exchange London Stock Exchange plc;
Market Abuse Regulation Regulation (EU) No. 596/2014 of the European
Parliament and the Council of 16 April 2014
on market abuse, and/or, as applicable, such
regulation as it forms part of the domestic
UK law by virtue of section 3 of the European
Union (Withdrawal) Act 2018;
MIH MIH Food Delivery Holdings B.V., a company
with limited liability incorporated under the
laws of and domiciled in the Netherlands with
commercial register number 71511482;
Naspers Naspers Limited, a company incorporated in
the Republic of South Africa with registration
number 1925/001431/06;
the Netherlands the Kingdom of the Netherlands;
Offer the offer to be made by or on behalf of MIH
to acquire the entire issued and to be issued
ordinary share capital of Just Eat on the terms
and subject to the conditions to be set out
in the Offer Document and the Form of Acceptance
and, where the context admits, any subsequent
revision, variation, extension or renewal of
such offer;
Offer Document the offer document published by or on behalf
of MIH in connection with the Offer containing,
inter alia, the terms and conditions of the
Offer;
Offer Period the Offer Period (as defined by the City Code)
relating to Just Eat, which commenced on 27
July 2019;
Official List the official list maintained by the FCA;
Online Food Delivery the sector composed of publicly listed online
Sector food delivery companies outside of Asia, comprising
Takeaway.com, Delivery Hero and Grubhub;
Opening Position the meaning given to it as in Rule 8 of the
Disclosure City Code;
Panel the UK Panel on Takeovers and Mergers;
Panel Confidentiality the Panel confidentiality agreement entered
Agreement into between MIH, Just Eat and their legal
advisers dated 1 October 2019, as described
at paragraph 9 of this Announcement;
PRA the Prudential Regulation Authority or any
successor authority or authorities, as relevant;
Prosus Prosus N.V., a public company with limited
liability incorporated under the laws of and
domiciled in the Netherlands with commercial
register number 34099856;
Prosus Group Prosus and its subsidiaries and subsidiary
undertakings from time to time and, where the
context permits, each of them;
PSP the Just Eat Performance Share Plan;
Regulatory Information a regulatory information service as defined
Service in the Listing Rules;
Restricted Jurisdiction any jurisdiction where local laws or regulations
may result in a significant risk of civil,
regulatory or criminal exposure if information
concerning the Offer is sent or made available
to Just Eat Shareholders in that jurisdiction;
Restricted Persons Just Eat Shareholders resident in, or nationals
or citizens of, a Restricted Jurisdiction or
who are nominees or custodians, trustees or
guardians for, citizens, residents or nationals
of a Restricted Jurisdiction;
RSP the Just Eat Restricted Shares Plan;
Scheme a scheme of arrangement under Part 26 of the
Companies Act 2006 between Just Eat and Just
Eat Shareholders to implement the Offer (should
MIH elect to implement the Offer by way of
a scheme of arrangement);
Scheme Document should MIH elect to implement the Offer by
way of a scheme of arrangement, the document
to be dispatched to Just Eat Shareholders and
persons with information rights in connection
with the Scheme;
Sharesave Schemes the Just Eat Sharesave Scheme, the Just Eat
Ireland Sharesave Scheme and the Just Eat International
Sharesave Scheme "Significant Interest" in
relation to an undertaking, a direct or indirect
interest in 10 per cent. or more of the equity
share capital of such undertaking;
SIP the Just Eat Share Incentive Plan and the Just
Eat International Share Incentive (Free Share)
Plan;
Spanish Competition Spanish Act 15/2007, of 3 July 2007 on Defence
Act of Competition (Ley 15/2007, de 3 de julio,
de Defensa de la Competencia);
Spanish Markets and the Comisión Nacional de los Mercados
Competition Commission y la Competencia, the competent Spanish authority
responsible for competition;
Takeaway.com Takeaway.com N.V., a public company with limited
liability (naamloze vennootschap) incorporated
under the laws of and domiciled in the Netherlands
with registered number 08142836;
Takeaway.com Offer the all share offer by Takeaway.com for the
entire issued and to be issued ordinary share
capital of Just Eat;
Third Party any central bank, government or governmental,
quasi-governmental, supranational, statutory,
regulatory, environmental, administrative,
fiscal or investigative body, court, trade
agency, association, institution, employee
representative body, any entity owned or controlled
by any relevant government or state or any
other body or person whatsoever in any jurisdiction;
UK or United Kingdom the United Kingdom of Great Britain and Northern
Ireland;
UK Competition and the UK Competition and Markets Authority, the
Markets Authority competent UK authority and department of the
government of the United Kingdom responsible
for competition;
US or United States the United States of America, its territories
and possessions, any state of the United States
of America and the District of Columbia;
US Exchange Act US Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder;
US Securities Act US Securities Act of 1933 and the rules and
regulations promulgated thereunder;
Voting Record Time the time and date specified in the Scheme Document
by reference to which entitlement to vote on
the Scheme will be determined;
Wider Just Eat Group Just Eat and its subsidiaries, subsidiary undertakings,
associated undertakings and any other body
corporate, partnership, joint venture or person
in which Just Eat and/or such undertakings
(aggregating their interests) have a Significant
Interest, but excluding the Wider Prosus Group;
and
Wider Prosus Group Naspers and its subsidiaries, subsidiary undertakings,
associated undertakings and any other body
corporate, partnership, joint venture or person
in which Naspers and/or such undertakings (aggregating
their interests) have a Significant Interest,
but excluding the Wider Just Eat Group.
For the purposes of this Announcement:
-- subsidiary, subsidiary undertaking, undertaking have the
respective meanings given thereto by the Companies Act 2006 and
associated undertaking has the meaning given by paragraph 19 of
Schedule 6 to the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 (other than paragraph
19(1)(b) of Schedule 6 to those Regulations which shall be excluded
for this purpose);
-- all references to statutory provision or law or to any order
or regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom;
-- all references to time in this Announcement are to London
time unless otherwise stated;
-- all references to pound Sterling, GBP and pence are to the
lawful currency of the United Kingdom;
-- all references to Euro or EUR are to the lawful currency of the European Union;
-- all references to US$ are to the lawful currency of the United States;
-- all references to ZAR are to the lawful currency of the
Republic of South Africa; and
-- references to the singular include the plural and vice versa.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OFFEAXEAALDNFEF
(END) Dow Jones Newswires
October 22, 2019 04:16 ET (08:16 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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