TIDM0A28
RNS Number : 1843W
Prosus NV
09 December 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")
FOR IMMEDIATE RELEASE
9 December 2019
INCREASED CASH OFFER
for
JUST EAT PLC
by
MIH FOOD DELIVERY HOLDINGS B.V.
a wholly-owned indirect subsidiary of Prosus N.V.
1. Increased Cash Offer
On 22 October 2019, Prosus N.V. (Prosus) announced the terms of
a cash offer by its wholly-owned indirect subsidiary MIH Food
Delivery Holdings B.V. (MIH), to acquire the entire issued and to
be issued share capital of Just Eat plc (Just Eat) (the Offer
Announcement). On 11 November 2019, the Offer Document setting out
the full terms and conditions of the Offer was published.
Today, Prosus is pleased to announce the terms of an increased
cash offer for the entire issued and to be issued share capital of
Just Eat by MIH (the Increased Offer).
Under the terms of the Increased Offer, Just Eat Shareholders
will be entitled to receive:
740 pence in cash for each Just Eat Share
The terms of the Increased Offer value the entire issued and to
be issued ordinary share capital of Just Eat at approximately
GBP5.1 billion and represent a premium of approximately:
-- 25.6 per cent. to the Closing Price of 589 pence per Just Eat
Share on 21 October 2019 (being the last Business Day before the
date of the Offer Announcement); and
-- 24.6 per cent. to the value of the Takeaway.com Offer of 594
pence per Just Eat Share based on Takeaway.com's Closing Price of
EUR71.00 on 21 October 2019 (being the last Business Day before the
date of the Offer Announcement);
MIH also announces today that it has reduced the level of
acceptances required to satisfy the Acceptance Condition to a
simple majority (50 per cent. plus one Just Eat Share) of Just Eat
Shares, thereby significantly increasing deal certainty.
As a consequence of today's announcement, the closing date of
the Increased Offer has been extended to 1.00 p.m. on 27 December
2019.
Save as set out in this announcement, the Increased Offer is
subject to the same terms and conditions as the Offer. The
Increased Offer is a revision to the Offer and should be construed
accordingly.
Commenting on the Increased Offer, Bob van Dijk, the Group CEO
of Prosus said:
"Following the announcement of our offer, we have had the
opportunity to listen to the views of Just Eat Shareholders, share
our perspective on the global food delivery sector and reflect on
the unquestionable challenges Just Eat faces, as clearly seen in
its Q3 results. We have also had extensive discussions with our own
shareholders with regards to our long term strategy for food
delivery and Just Eat's role within that. We continue to believe in
the sector and, as we have demonstrated in Brazil, if you act
decisively and invest effectively in technology as well as the
opportunities of own-delivery, then you can build an attractive
growth business that is equipped to win in the long-term. We
believe the investment required is substantial and this impacts our
view of potential returns. As disciplined investors we obviously
need to factor the required investment into our value
considerations.
Just Eat is a quality business, which we believe has all the
ingredients to be transformed into a long-term sector winner. In
recognition of this potential, we have decided to increase our
offer to 740 pence per share, which we believe provides Just Eat
Shareholders with compelling value and therefore good reason to
accept our all-cash offer. Unlike the Takeaway.com Offer, which
relies on shares remaining at an above sector multiple, our cash
offer provides certainty of value to Just Eat Shareholders. We urge
shareholders to accept our offer, as it is the only one that
delivers certainty in the face of undeniable industry change."
2. Overview of the Increased Offer
Following Prosus's offer for Just Eat, Prosus's management have
had extensive discussions with Just Eat Shareholders to explain the
rationale for the Offer and the compelling value it represents.
Prosus's management have also had extensive discussions with
Prosus's own shareholders, including at Prosus's recent Capital
Markets Day with regards to Prosus's long-term strategy for food
delivery and Just Eat's role in this strategy.
Prosus continues to believe that Just Eat is an attractive
business, albeit one that requires investment which has now also
been acknowledged by the Just Eat Board, which Prosus has taken
into account when assessing the targeted return on investment for
its shareholders and the price it can justify offering for Just
Eat.
Following careful consideration, and in the interest of bringing
the process to a close, Prosus has decided to increase its offer to
740 pence per Just Eat Share in cash, whilst also reducing its
acceptance condition to a simple majority (50 per cent. plus one
Just Eat Share). Prosus believes the Increased Offer underscores
its commitment to the transaction and constitutes attractive and
certain value for Just Eat Shareholders, while allowing Prosus to
target appropriate risk-adjusted returns for its own
shareholders.
The Increased Offer is at a 25.6 per cent premium to Just Eat's
closing share price on 21 October 2019 (the last Business Day
before the date of the Prosus Offer Announcement), which Prosus
believes compares favourably with precedent premia for such
transactions in a UK context when taking into account that the Just
Eat share price on the day before the Offer Announcement (21
October 2019) of 589 pence already included a premium from the
Takeaway.com Offer. The Increased Offer also represents a 10.4 per
cent. premium to the initial offer of 670p made to the Just Eat
Board by Prosus. Further, the value of the Increased Offer comes at
a premium to the value of the Takeaway.com Offer when it was
announced of 731 pence, which was recommended by the Just Eat
Board. Prosus encourages the Just Eat Board to recognise the
superior value of Prosus's Increased Offer.
The Increased Offer is superior to the look through value of the
Takeaway.com Offer and provides certainty of value for Just Eat
Shareholders, in contrast to the significant risks associated with
swapping into the shares of a company currently trading on a
revenue multiple 3 times higher than Just Eat's own unaffected
multiple.
2.1 Prosus's Increased Offer provides compelling and certain
value for a business that is facing substantial challenges
While Prosus believes Just Eat is an attractive business with
strong long-term potential, it is currently facing significant
challenges. Just Eat's historically strong market positions are
being eroded by intensifying competition in the UK and other core
markets, including Spain and Italy, with market share loss recently
accelerating in a number of markets. Just Eat has seen UK
year-on-year order growth deteriorate substantially from 30.9 per
cent. in 2016 to 8 per cent. in Q3 2019 and UK EBITDA margin
decrease from 51.4 per cent. in 2016 to 35.2 per cent. in H1 2019.
Just Eat has lost its leading position in five of its thirteen
markets. Unsurprisingly, shareholder returns have similarly
suffered - over the last two years Just Eat has delivered a
negative shareholder return of -15.6 per cent. (versus +4.3 per
cent. for FTSE 350).
While the Just Eat price on the day before the date of the
Prosus Offer Announcement (21 October 2019) was 589 pence, in
Prosus's view there is significant further downside risk to this
share price. The Just Eat Board has now acknowledged that increased
investment is required and that this "may impact" profitability.
This statement was made after Prosus's Offer Announcement and is
not reflected in the current Just Eat share price, which Prosus
believes has decoupled from fundamentals and is currently trading
on M&A speculation. In a comparable context, Grubhub has seen
significant derating, and is now trading at 2.9x 2020 revenues - if
Just Eat were trading at this multiple, the illustrative share
price would be 526 pence to which Prosus's Increased Offer
represents an illustrative 40.7 per cent. premium (calculated by
multiplying Just Eat's consensus 2020 revenue by 2.9x and applying
Just Eat's enterprise value to equity bridge of -GBP31 million to
get an illustrative equity value of GBP3,614 million, then dividing
by Just Eat's fully diluted shares of 687 million to get an
illustrative share price of 526 pence per share).[1]
Prosus believes Takeaway.com's claims about the lack of
comparability between Just Eat's and Grubhub's situations are
flawed and fail to appreciate the competitive dynamics the two
companies are facing. Both companies are marketplace incumbents
with a history of market leadership and strong profitability. Both
have been disrupted by intensifying competition from well-funded
and rapidly growing entrants operating an own-delivery led model.
Despite attempts to defend their position by rolling out
own-delivery operations both companies have continued to lose
market share and experience slowing growth and decreased
profitability.
2.2 Prosus's Increased Offer takes into account significant
investments required in own-delivery, product, technology and
marketing
Prosus believes Just Eat has underinvested in addressing the
challenges outlined above, with only GBP51 million invested in
growth initiatives in 2018, substantially less than peers including
iFood, Grubhub and Delivery Hero. Prosus believes that this
underinvestment has prevented Just Eat from effectively
transitioning to a hybrid model.
In Prosus's view the 25 per cent. share of own-delivery orders
that the Just Eat Board quotes masks Just Eat's lack of traction
with its own-delivery rollout as it represents a blend of Canada
(acquired by Just Eat in December 2016) with 100 per cent.
own-delivery and other geographies where own-delivery represented
only 7.8 per cent. of orders in H1 2019. Notably, within Just Eat's
portfolio, Canada (100 per cent. own-delivery), and Brazil (>20
per cent. own-delivery) exhibit vastly superior growth compared to
other assets such as UK, Spain and Italy where Just Eat is losing
market share at an accelerating pace to own-delivery competitors
with a superior customer proposition.
Just Eat's track record in Australia and New Zealand starkly
demonstrates how underinvestment can erode value. Just Eat acquired
Menulog in May 2015 for GBP421 million. Prosus believes Menulog was
slow to react to the intensifying competitive pressure after
Deliveroo and Uber Eats entered the market, investing less than
GBP10 million in 2018 to enhance its proposition. As a result,
Menulog lost market leadership and market share and suffered
declining revenue. In 2017 Just Eat incurred a GBP180 million
impairment relating to Menulog, and current broker consensus for
Menulog's SOTP value is GBP104 million, 75 per cent. below the
acquisition price.
This is in contrast to Brazil, where, with Prosus's operating
support and investment (in 2018, Prosus announced an additional
investment commitment of US$400 million in iFood) in partnership
with Just Eat, iFood has been able to swiftly react to competitive
pressures, rapidly building out its own-delivery capabilities and
accelerating its growth.
As consistently stated by Prosus, and now acknowledged by Just
Eat's Board, Just Eat requires increased investment, which Prosus
intends to make in own-delivery, marketing, product and technology.
This investment need is taken into account in the value of the
Increased Offer.
2.3 Prosus's Increased Offer provides certainty whilst the
Takeaway.com Offer carries significant risks for Just Eat
Shareholders
The Takeaway.com Offer carries significant risk for Just Eat
Shareholders with Takeaway.com's current share price of EUR86.50
marginally below its all-time high. Takeaway.com is trading at 9.9x
2020E enterprise value/revenue, two to three times the level of
peers. This is in the context of Takeaway.com's Q3 2019 order
growth slowing to 15 per cent. for the Netherlands and 21 per cent.
for Germany (by comparison, Prosus's food assets are growing at 320
per cent. for Swiggy, 122 per cent. for iFood and 92 per cent. for
Delivery Hero). At these valuation levels, Prosus believes that
there is little room for execution missteps, further growth
slowdown or increased competition.
Immediately prior to acquiring Delivery Hero's German assets in
2018, Takeaway.com's share price was EUR44.90. Prosus believes that
one of the key drivers of Takeaway.com's strong share price
performance since the transaction has been an increase in the share
of orders from Low Competition Markets, which has increased from 37
per cent. in the nine months to September 2018 to 65 per cent. in
H1 2019. Combining with Just Eat would reduce Takeaway.com's share
of orders in Low Competition Markets to 28 per cent.,[2] which is
materially below pre-Germany deal levels. Prosus believes that this
indicates that there is a very meaningful downside risk to the
valuation of the combined entity.
The limited synergies that Takeaway.com and Just Eat have
announced represent just 1.6 per cent. of the combined cost base.
These limited synergies do not, in Prosus's view, compensate for
the risks outlined above. These synergies also primarily come from
"operational and technology efficiency", which Prosus believes
relies on the 3 per cent. headcount reductions referenced by
Takeaway.com. This is in contrast to Prosus's focus on
investment.
2.4 Takeaway.com's playbook developed in Germany and the
Netherlands would not address Just Eat's challenges
Prosus believes that Takeaway.com takes a narrow view of the
food delivery sector based principally on its experience in the
Netherlands and Germany. These markets have so far been relatively
insulated from innovative and well-funded global own-delivery
competitors meaning Takeaway.com has limited experience of
competing against own-delivery players operating at scale.
In contrast, in the UK both Uber Eats and Deliveroo have been
operating at scale for years with large and growing market share
and consumers have come to expect the superior selection and
service quality these platforms deliver. As just one example, 20 of
the Tripadvisor top 50 ranked restaurants in London are listed on
Deliveroo or Uber Eats, compared to six of 50 listed on Just Eat.
Prosus believes this illustrates the ability of innovative
own-delivery platforms to unlock superior selection for customers,
leading to increasing variety / frequency of delivery occasions and
ultimately superior growth compared to underinvesting marketplace
incumbents.
Prosus believes that the severe market share loss suffered by
Menulog in Australia at the hands of the same two own-delivery
competitors provides a cautionary tale for Just Eat in the UK and
other markets. If the consumer demand for superior selection and
service quality provided through the own-delivery model is not
addressed, then Just Eat Shareholders may well face the same
reality of meaningful market share loss and value erosion, but on a
much larger scale.
Prosus does not believe Takeaway.com is well-positioned to help
Just Eat address this challenge. In both Berlin and Amsterdam,
Takeaway.com offers only four of the Tripadvisor top 50 restaurants
on its platforms. While this marketplace-driven approach has so far
worked in Takeaway.com's markets given the absence or lack of focus
of global own-delivery competitors, Prosus believes the UK
situation is different and Takeaway.com's playbook will not help
address the significantly higher customer expectations in Just
Eat's markets.
2.5 Takeaway.com is not the right partner to help Just Eat
transition to an own-delivery focused hybrid model
The Just Eat Board is now acknowledging that building a hybrid
own-delivery / marketplace model is required for long-term success.
Takeaway.com has very limited own-delivery experience and no
meaningful track record, with an own-delivery order share of just
4.9 per cent. Takeaway.com's management has repeatedly stated that
it believes own-delivery to be an inferior business model that
cannot be profitable, which in Prosus's view is not true and
reflects Takeaway.com's lack of own-delivery experience and narrow
view of the food delivery industry restricted to the European
markets Takeaway.com operates in. Prosus is confident that the
own-delivery model is profitable at scale, as shown by the
performance of Swiggy, Just Eat Canada, Meituan Dianping and Wolt,
which profitably operates an own-delivery model in a number of
European markets.
Furthermore, Just Eat and Takeaway.com appear not to be aligned
on own-delivery strategy. Just Eat plans to leverage their
"world-class Skip technology and operational know-how to build
own-delivery capabilities" while Takeaway.com intends to roll-out
its "Scoober restaurant delivery services in the UK". Just Eat and
Takeaway.com also appear to disagree on the expected impact of such
growth investments on profitability. Just Eat acknowledges the
potentially negative impact on profitability, whilst Takeaway.com
claims that the roll out of own delivery (Scoober) will have "no
material negative impact on the bottom line".
These contradictions demonstrate the reactive nature of Just Eat
and Takeaway.com's response to the changing dynamics in the sector
raised by Prosus and represent a lack of strategic alignment and
consistency, highlighting the operational execution risk attached
to Takeaway.com's offer. In contrast, Prosus has been consistent
throughout in its stated strategy for Just Eat.
Prosus believes that its initial Offer to Just Eat Shareholders
provided fair and certain value. The Increased Offer provides even
more compelling and certain value for Just Eat's Shareholders at a
further premium to Takeaway.com's all-share offer, which comes with
significant risk.
Just Eat Shareholders are urged to accept the Increased Offer as
soon as possible and, in any event, by no later than 1.00 p.m.
(London time) 27 December 2019.
3. Financing of the Increased Offer
The cash consideration payable by MIH pursuant to the Increased
Offer will be financed by a bridge loan agreement with J.P. Morgan
Chase Bank, N.A., London Branch, BNP Paribas Fortis SA/NV,
Citibank, N.A., London Branch, Citibank, N.A., Jersey Branch,
Deutsche Bank Luxembourg S.A., Morgan Stanley Senior Funding, Inc.
and Intesa Sanpaolo S.p.a., Filiale Frankfurt am Main as original
lenders (the Original Lenders), 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 Increased Offer. Prosus has secured the fully
committed bridge financing from the Original Lenders.
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 Increased Offer.
4. How to accept the Increased Offer
A revised offer document (the Revised Offer Document) containing
the full terms of, and conditions to, the Increased Offer together
with the associated revised form of acceptance (the Revised Form of
Acceptance) will be posted to Just Eat Shareholders and be made
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Prosus's website at
www.prosus.com/investors/justeat, in due course.
Just Eat Shareholders wishing to accept the Increased Offer in
respect of certificated Just Eat Shares, should complete either (i)
the Form of Acceptance accompanying the Offer Document dated 11
November 2019Íž or (ii) the Revised Form of Acceptance which will
accompany the Revised Offer Document to be posted in due
course.
Just Eat Shareholders wishing to accept the Increased Offer in
respect of uncertificated shares should do so electronically
through CREST.
Pursuant to the terms of the Offer, Just Eat Shareholders who
have already accepted the Offer will automatically be deemed to
have accepted the Increased Offer, by virtue of their prior
acceptance and do not need to take any further action.
If you have any questions relating to this announcement or the
Offer Document, please contact the Receiving Agent, Computershare
on 0370 707 1066, (if calling within the UK) or on +44 370 707 1066
(if calling from outside the UK). Lines are open Monday to Friday
8.30 a.m. to 5.30 p.m. (London time).
Just Eat Shareholders are urged to accept the Increased Offer as
soon as possible and, in any event, by no later than 1.00 p.m.
(London time) on 27 December 2019.
5. Level of acceptances and disclosure of interests in relevant securities
As at 3.00 p.m. on 6 December 2019, MIH had received valid
acceptances of the Offer in respect of 12,295 Just Eat Shares
representing approximately 0.0018 per cent. of the current issued
share capital of Just Eat, all of which may count towards the
Acceptance Condition. MIH does not own any Just Eat Shares.
The percentages of Just Eat Shares referred to in this
announcement are based on a figure of 682,985,706[3] Just Eat
Shares in issue on 6 December 2019.
6. General
The Increased Offer will be subject to the terms and conditions
set out in the Revised Offer Document which will be published in
due course. The Offer Document will remain available, subject to
certain restrictions relating to persons resident in certain
jurisdictions, on Prosus's website at
www.prosus.com/investors/justeat. The contents of Prosus's website
are not incorporated into and do not form part of this
announcement.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the offer document
dated 11 November 2019 in respect of the Offer.
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
Morgan Stanley & Co International plc (Financial
adviser to Prosus and MIH)
Mark Rawlinson
Gergely Voros
Enrique Perez-Hernandez
Laurence Hopkins
Ben Grindley +44 207 425 8000
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 Increased
Offer and will not regard any other person as its client in
relation to the Increased 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 Increased 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 Increased Offer
or otherwise.
Morgan Stanley & Co. International plc (Morgan Stanley),
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 matters
set out in this Increased Offer. In connection with such matters,
Morgan Stanley, its affiliates and their respective directors,
officers, employees and agents will not regard any other person as
their client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for
providing advice in connection with the contents of this Increased
Offer or any other matter referred to herein.
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 Increased
Offer or otherwise nor shall there be any sale, issuance or
transfer of any securities pursuant to the Increased Offer in any
jurisdiction in contravention of any applicable laws.
The Increased 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 Increased Offer will be being implemented solely pursuant to
the terms of the Revised Offer Document, which will contain further
information about the Increased Offer.
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 Increased 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 Increased Offer or
to accept or procure the acceptance of the Increased Offer, 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 Increased 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 Increased 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
Increased Offer applicable to him.
Unless otherwise determined by MIH or required by the City Code,
and permitted by applicable law and regulation, the Increased 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 Increased 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 Increased 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 Increased 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 Increased 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 Increased 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 is contained in the Offer Document dated
11 November 2019.
Notice to US investors
The Increased Offer is being made to Just Eat Shareholders
resident in the United States in reliance on, and compliance with,
the applicable US tender offer rules, including Section 14(e) of
the Exchange Act, and Regulation 14E thereunder. The Increased
Offer is being made in the United States by MIH and no one else.
None of J.P. Morgan Cazenove, Morgan Stanley or any of their
respective affiliates will be making the Increased Offer in or
outside the United States.
The Increased 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, including with respect to
withdrawal rights, offer timetable, settlement procedures and
timing of payments.
Furthermore, the payment and settlement procedure with respect
to the Increased 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.
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 Increased Offer, before or during
the period in which the Increased Offer remains open for acceptance
(or, if the Increased 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 and the Unites States, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. In addition, in
accordance with normal UK practice and consistent with Rule
14e-5(b) under the US Exchange Act, J.P. Morgan Cazenove and Morgan
Stanley & Co. International plc and their affiliates may
continue to act as exempt principal traders in Just Eat Shares on
the London Stock Exchange and engage in certain other purchasing
activities consistent with their respective normal and usual
practice and applicable law. Any information about such purchases
will be disclosed as required in the UK and the United States, will
be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com. To the extent that such information is
made public in the United Kingdom, it will also be publicly
disclosed in the United States.
Financial information included in this announcement, the Offer
Document dated 11 November 2019 and the Revised Offer Document has
been or will have been 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 Increased 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 Increased 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,
effect service of process within the United States and/or enforce
any claim arising out of the US federal securities laws, since Just
Eat is incorporated 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. There is substantial doubt as to the enforceability
in the United Kingdom of original actions, or of actions for
enforcement of judgments of US courts, based on civil liability
provisions of US federal securities laws and judgments of a US
court.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the
Increased Offer, or passed upon the fairness of the Increased Offer
or passed upon the adequacy or accuracy of this document. Any
representation to the contrary is a criminal offence in the United
States.
No offer to acquire securities or to exchange securities for
other securities has been made, or will be made, directly or
indirectly, in or into, or by the use of the mails of, or by any
means or instrumentality of interstate or foreign commerce or any
facilities of a national securities exchange of, the United States
or any other country in which such offer may not be made other
than: (i) in accordance with the tender offer requirements under
the Exchange Act, or the securities laws of such other country, as
the case may be; or (ii) pursuant to an available exemption from
such requirements.
Forward looking statements
This Announcement contains certain statements that are or may be
forward looking statements, including with respect to the Increased
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
No statement in, or referred to in, this announcement or
incorporated by reference into this announcement is intended as or
shall be deemed to be a profit forecast or estimate for any period.
No statement in, or referred to in, this announcement or
incorporated by reference into this announcement should be
interpreted to mean that income of persons (where relevant), cash
flow from operations, free cash flow, earnings or earnings per
share for Just Eat, Prosus or the Enlarged Group (as applicable)
for the current or future financial years would necessarily match
or exceed the historic published cash flow from operations, free
cash flow, earnings, earnings per share or dividend for Just Eat,
Prosus, MIH or Naspers or the Enlarged Group (as applicable).
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.
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 in accordance with Rule 26 of the
City Code. 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 Computershare Investor Services PLC at
Corporate Actions Projects, Bristol, BS99 6AH during business hours
on 0370 707 1066 (lines are open from 8.30a.m. to 5.30p.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 Increased 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.
APPIX 1
SOURCES AND BASES
(a) All prices and Closing Prices for Just Eat Shares are
closing middle market quotations derived from the London Stock
Exchange Daily Official List (SEDOL).
(b) All prices and Closing Prices for Takeaway.com Shares are
closing middle market quotations derived from the Euronext
Amsterdam Daily Official List.
(c) The aggregate value of the Increased Offer Consideration of
approximately GBP5.1 billion is calculated by multiplying the
offered amount of 740 pence in cash per Just Eat Share by Just
Eat's fully diluted share capital (as referred to below).
(d) The fully diluted share capital of Just Eat is 687,127,131
shares (as published by Just Eat in its circular to shareholders
dated 25 November 2019).
(e) The references made to Just Eat's Board acknowledging the
need for additional investment refer to the Chairman's Letter as
published by Just Eat in the circular to its shareholders dated 25
November 2019.
(f) The values of the Takeaway.com Offer are calculated as:
i. the value of the Takeaway.com Offer as at 21 October 2019 of
594 pence per Just Eat Share is obtained by:
a) dividing Takeaway.com's Closing Price of EUR71.00 as at 21
October 2019 (being the last Business Day prior to the date of the
Offer Announcement) by the exchange rate of GBP:EUR of
GBP1:EUR1.165 as at 21 October 2019 (being the last Business Day
prior to the date of the Offer Announcement) as derived from data
provided by Bloomberg; and
b) multiplying the number obtained by the exchange ratio of
0.09744 Takeaway.com Shares per Just Eat Share as set out in the
announcement pursuant to Rule 2.7 of the City Code released on 5
August 2019 in connection with the Takeaway.com Offer; and
ii. the value of the Takeaway.com Offer as at 26 July 2019 of
731 pence is taken from the announcement pursuant to Rule 2.7 of
the City Code released on 5 August 2019 in connection with the
Takeaway.com Offer.
(g) Grubhub's enterprise value / 2020 revenue is based on:
i. Grubhub's enterprise value of US$4,199 million is calculated
as Grubhub's equity value of US$3,882 million (based on diluted
shares outstanding of 94.7 million and share price of US$41.01 as
at 6 December 2019) plus net debt of US$317 million. 2020 revenue
reflects the Capital IQ broker consensus of US$1,461 million;
and
ii. the illustrative value of Just Eat at the Grubhub 2020
enterprise value / revenue multiples is for illustrative purposes
only and should not be interpreted as a valuation estimate or
profit forecast under the Takeover Code. It is calculated by
applying Grubhub's enterprise value / 2020 revenue multiple (as
calculated above) of 2.9x to Just Eat's 2020 consensus revenue of
GBP1,276 million (as detailed below) to obtain an illustrative
enterprise value of GBP3,699 million, and using net debt of GBP32
million, and other adjustments of GBP(63) million to obtain an
illustrative equity value of GBP3,614 million. Dividing by shares
outstanding of 687 million obtains the illustrative share price of
526 pence per share.
(h) Shareholder returns have been sourced from Bloomberg and
reference the period from 21 October 2016 to 21 October 2019.
(i) Prior to acquiring Delivery Hero's German assets in 2018,
Takeaway.com's share price was EUR44.90 (as at 20 December
2018).
(j) Just Eat invested GBP51 million in growth initiatives in
2018 according to their H1 2019 investor presentation. This
compares to a US$400 million multi-year investment commitment
announced in November 2018 for iFood, US$200 million in marketing
and delivery expansion in 2018 for Grubhub, and EUR350 million in
growth initiatives in 2019 for Delivery Hero.
(k) The <GBP10 million investment in Menulog by Just Eat
referenced by Prosus is calculated as their GBP19 million
investment in Canada and Australia announced in Just Eat's 2018
annual report, less the GBP12 million uEBITDA loss in Canada
reported in their 2018 annual report. The Menulog writedown of
GBP180 million was reported in Just Eat's 2017 annual report.
Menulog's broker valuation of GBP104 million is the arithmetic
average of the value assigned to Australia and New Zealand by those
brokers available to Prosus which provide an SOTP valuation of Just
Eat dated after 31 July 2019 (that being the date of Just Eat's H1
2019 results). These brokers include:
i. Barclays (1 August 2019), Exane BNP Paribas (30 October 2019) and Macquarie (6 August 2019);
ii. the minimum ANZ valuation estimate per the consensus is
GBP76 million, the maximum is GBP128 million, and the arithmetic
average is GBP104 million; and
iii. in accordance with Rule 28.8(c) of the City Code, the
consensus estimates are not shown with the agreement or the
approval of Takeaway.com.
(l) The source for Just Eat own-delivery orders referenced by
Prosus is Just Eat's H1 2019 results presentation.
(m) The source for Takeaway.com own-delivery orders referenced
by Prosus is Takeaway.com's H1 2019 results presentation.
(n) Takeaway.com all time high share price is based on EUR86.85
(30 August 2019) which is defined as the highest Close Price on any
given day after its first trading day following IPO on 30 September
2016.
(o) Takeaway.com broker consensus is based on the following:
i. Takeaway.com consensus comprises all analyst notes available
to Prosus since 31 July 2019 (the date of Takeaway.com's H1 2019
results statement) as at 6 December 2019 (the last practicable date
prior to the publication of this Announcement) and includes group
level estimates from the following analysts: Barclays (9 October
2019), Credit Suisse (19 November 2019), Deutsche Bank (9 October
2019), Exane BNP Paribas (26 November 2019), HSBC (23 October
2019), ING Bank (2 December 2019), Jefferies (9 October 2019),
Macquarie, (18 October 2019) and RBC Capital Markets (9 October
2019). Estimates from Goldman Sachs and UBS have been excluded from
the consensus as they are connected advisors to Just Eat. Estimates
from J.P. Morgan Cazenove and Morgan Stanley have been excluded as
they are connected advisors to Prosus. Estimates from Bank of
America Merrill Lynch have been excluded as they are a connected
advisor to Takeaway.com;
ii. the minimum 2020 group revenue estimate per the consensus is
EUR509 million, the maximum is EUR589 million, and the arithmetic
average is EUR556 million; and
iii. in accordance with Rule 28.8(c) of the City Code, the
consensus estimates are not shown with the agreement or the
approval of Takeaway.com.
(p) Takeaway.com's enterprise value / 2020 revenue of 9.9x is
based on Takeaway.com's enterprise value of EUR5,481 million is
calculated as Takeaway.com's equity value of EUR5,294 million
(based on total shares outstanding of 61.2 million as per the Just
Eat Scheme Document and share price of EUR86.50 as at 6 December
2019) plus net debt of EUR166 million, and other adjustments of
EUR21 million. 2020 revenue reflects the arithmetic average broker
consensus of EUR556 million as defined above.
(q) Delivery Hero Financial Information is taken from Delivery
Hero's Q3 trading update published on 31 October 2019.
(r) Delivery Hero's enterprise value / 2020 revenue is based on
Delivery Hero's enterprise value of EUR8,240 million is calculated
as Delivery Hero's equity value of EUR9,630 million (based on total
shares outstanding of 195.2 million and share price of EUR49.33 as
at 6 December 2019) plus net debt of EUR(715) million, and other
adjustments of EUR(676) million. 2020 revenue reflects the Capital
IQ broker consensus of EUR2,054 million.
(s) Just Eat broker consensus as at 6 December 2019 is based on the following:
i. Just Eat consensus comprises all analyst notes available to
Prosus since 31 July 2019 (the date of Just Eat's H1 2019 results
statement) as at 6 December 2019 (the last practicable date prior
to the publication of this Announcement) and includes group level
estimates from the following analysts: Arete Research Services (4
November 2019), Barclays (22 October 2019), Berenberg (9 August
2019), Credit Suisse (13 November 2019), Exane BNP Paribas (30
October 2019), HSBC (23 October 2019), Investec (04 November 2019),
Jefferies (22 October 2019), Liberum (23 October 2019), Macquarie
(2 October 2019), Numis Securities (31 October 2019), Peel Hunt (30
October 2019) and RBC Capital Markets (24 October 2019). Estimates
from Goldman Sachs and UBS have been excluded from the consensus as
they are connected advisors to Just Eat. Estimates from J.P. Morgan
Cazenove and Morgan Stanley have been excluded as they are
connected advisors to Prosus. Estimates from Bank of America
Merrill Lynch have been excluded as they are a connected advisor to
Takeaway.com;
ii. the minimum 2020 group revenue estimate per the consensus is
GBP1,191 million, the maximum is GBP1,458 million, and the
arithmetic average is GBP1,276 million; and
iii. in accordance with Rule 28.8(c) of the City Code, the
consensus estimates are not shown with the agreement or the
approval of Just Eat.
(t) Just Eat broker consensus as at 26 July 2019 is based on the following:
i. Just Eat consensus comprises all analyst notes available to
Prosus since 6 March 2019 (the date of Just Eat's FY 2018 Results
statement) as at 26 July 2019 (the unaffected date) and includes
group level estimates from the following analysts: Barclays (9 July
2019), Berenberg (8 July 2019), Exane BNP Paribas (16 July 2019),
Investec (26 April 2019), Liberum (19 July 2019), Macquarie (26
April 2019), Peel Hunt (23 July 2019) and RBC Capital Markets (3
July 2019). Estimates from Goldman Sachs and UBS have been excluded
from the consensus as they are connected advisors to Just Eat.
Estimates from J.P. Morgan Cazenove and Morgan Stanley have been
excluded as they are connected advisors to Prosus. Estimates from
Bank of America Merrill Lynch have been excluded as they are a
connected advisor to Takeaway.com;
ii. the minimum 2020 group revenue estimate per the consensus is
GBP1,247 million, the maximum is GBP1,458 million, and the
arithmetic average is GBP1,301 million; and
iii. in accordance with Rule 28.8(c) of the City Code, the
consensus estimates are not shown with the agreement or the
approval of Just Eat.
(u) Just Eat's enterprise value / 2020 revenue of 3.4x as at 26 July 2019 is based on:
i. Just Eat's enterprise value of GBP4,419 million is calculated
as Just Eat's equity value of GBP4,364 million (based on total
shares outstanding of 687 million as per the Just Eat H1 2019
report and share price of GBP6.36 as at 26 July 2019) plus net debt
of GBP118 million, and other adjustments of GBP(63) million;
and
ii. 2020 revenue reflects the arithmetic average broker
consensus of GBP1,301 million as defined above.
(v) The statement that Takeaway.com is currently trading on a
revenue multiple 2.9 times Just Eat's own unaffected multiple is
based on Takeaway.com's current multiple of 9.9x as defined above,
divided by Just Eat's unaffected multiple of 3.4x.
(w) Low Competition Markets are defined as those markets where
the leader holds more than 80 per cent. market share (based on
Google Trends).
(x) The calculation of synergies that Takeaway.com and Just Eat
have announced representing just 1.6 per cent. of the combined cost
base is calculated based on the sum of Just Eat and Takeaway.com
cost bases as at H1 2019, FY 2019 and H1 2018 (last twelve months =
H1 2019 + FY 2019 - H1 2018). Cost base is defined as Revenue -
operating profit, as reported in H1 2019 and FY 2018 reports of
both companies. Just Eat figures are converted to euro at the
average exchange rate of the respective periods, as per Capital
IQ.
(y) The synergy figures for the Takeaway.com / Just Eat
combination referenced by Prosus are sourced from the Just Eat
Scheme Document published on 22 October 2019, and Takeaway.com's
investor presentation dated 29 July 2019. The investor presentation
states that 60 per cent. of the cost savings are derived from
operational and technology efficiency, whilst the Just Eat Scheme
Document states that the potential reduction in headcount is
approximately three per cent. across the Combined Group.
(z) Top restaurants defined as those included in the TripAdvisor
Top 50 for the relevant city as at 8 December 2019.
This announcement has been issued through the Companies
Announcement Service of Euronext Dublin.
[1] This calculation is illustrative and should not be
interpreted as a valuation estimate or profit forecast under the
Takeover Code
[2] Based on H1 2019 orders
[3] Basic shares outstanding
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
ISEEAPANESDNFEF
(END) Dow Jones Newswires
December 09, 2019 04:13 ET (09:13 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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