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. IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION, INCLUDING THE UNITED STATES.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EXEMPTED DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE EXISTING TAKEAWAY.COM SHARES OR NEW TAKEAWAY.COM SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE ORIGINAL OFFER DOCUMENT, THE REVISED OFFER DOCUMENT (TO BE PUBLISHED IN DUE COURSE), THE JUST EAT TAKEAWAY.COM PROSPECTUS, THE JUST EAT TAKEAWAY.COM SUPPLEMENTARY PROSPECTUSES (THE SECOND OF WHICH IS TO BE PUBLISHED IN DUE COURSE) AND THE TAKEAWAY.COM CIRCULAR

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

19 December 2019

INCREASED AND FINAL ALL-SHARE OFFER FOR JUST EAT PLC BY TAKEAWAY.COM N.V.

Takeaway.com is pleased to announce the terms of an increased and final all-share offer (the “Increased Takeaway.com Offer”) to acquire the entire issued and to be issued ordinary share capital of Just Eat plc.

Commenting on today’s announcement, Jitse Groen, the CEO of Takeaway.com said:

“We have brought forward our best and final offer for Just Eat, worth 916 pence per share based on our share price at yesterday’s close. This offer is a full offer, and on top of that we believe it provides Just Eat shareholders with tremendous upside. The all-share Combination establishes the largest global platform in online food delivery outside China and allows shareholders of both Just Eat and Takeaway.com to benefit from significant long-term value creation.

We believe that our original recommended proposal, which provided Just Eat’s shareholders with a 52.12% stake in the Combined Group, was already an excellent deal for them. Under our Increased Offer, Just Eat Shareholders will own a 57.50% stake in the Combined Group. In addition, we intend to explore options to exit Just Eat’s minority stake in iFood and return approximately half of the net proceeds to the shareholders of the Combined Group. This is our best and final offer and we will not go into an auction. This offer will not be increased.

For those shareholders who have not yet accepted, we would urge you to do so without delay.”

Summary

 Increased Takeaway.com Offer is final and will not be increased.

 There will be no auction process.

 Just Eat Shareholders to own 57.50 per cent. of the Combined Group.

 Increased Takeaway.com Offer valued at 916 pence per Just Eat share based on Takeaway.com’s closing share price on 18 December 2019 of €88.90.

 Just Eat Shareholders to benefit from significant long-term value creation potential of the Combination, with an attractive “Day 1” premium of 44.1 per cent. over Just Eat’s undisturbed price.

 The Increased Takeaway.com Offer represents a material improvement to the terms of the original Takeaway.com Offer which carried the recommendation of the Just Eat Board.

 In addition, the Management Board of Takeaway.com intends to explore options to exit and monetise Just Eat’s investment in iFood after completion of the Just Eat Takeaway.com Combination and return approximately 50 per cent. of the net proceeds to shareholders of the Combined Group.

 The Supervisory Board of Just Eat Takeaway.com will now comprise three members chosen by Takeaway.com (including the Vice-Chairman) and three members (previously four) chosen by Just Eat (including the Chairman)1.

 Combined Group will apply for listing on the Premium Segment of the London Stock Exchange’s Main Market and is expected to be eligible for inclusion in the FTSE 100 and AllShare indices.

 Takeaway.com has received acceptances and commitments to tender further Just Eat Shares representing in aggregate 41.09 per cent. of Just Eat’s issued share capital as at 18 December 2019 (being the last Business Day before the date of this announcement).

 The Acceptance Condition has been reduced to a simple majority (50 per cent. plus one) of Just Eat Shares, thereby significantly increasing deal certainty.

 The deadline to accept the Increased Takeaway.com Offer has been extended to 1.00 p.m. on 10 January 2020.

 The Takeaway.com EGM to approve the Combination will be held on 9 January 2020. Compelling strategic rationale of the Combination Takeaway.com believes that the Just Eat Takeaway.com Combination would be a highly attractive proposition for shareholders:

 World's largest online food delivery platform outside of China, with no.1 positions in 15 of the 23 countries in which it is present around the world.

 Strong foundations with no.1 positions in three of the world's four major profit pools in food delivery: the UK, the Netherlands and Germany.

 Exceptional founder-led management team with deep knowledge of the requirements for success in the industry and a proven ability to win in competitive markets.

 Scale and financial resources to invest to strengthen the competitive position of the Combined Group.

 Greater scope to leverage investments, in particular in technology, marketing and Scoober restaurant delivery services.

The Increased Takeaway.com Offer

Under the improved terms of the Increased Takeaway.com Offer, Just Eat Shareholders will now be entitled to receive:

0.12111 New Takeaway.com Shares in exchange for each Just Eat Share

Immediately following completion of the Just Eat Takeaway.com Combination, and assuming full acceptance of the Just Eat Takeaway.com Offer, Just Eat Shareholders will own approximately 57.50 per cent. of the share capital of the Combined Group and Takeaway.com Shareholders will own approximately 42.50 per cent. of the share capital of the Combined Group.

The improved terms of the Just Eat Takeaway.com Combination imply a value for Just Eat of 916 pence per Just Eat Share based on Takeaway.com’s closing share price on 18 December 2019 of €88.90. This value represents:

 a premium of 44.1 per cent. to Just Eat’s closing share price on 26 July 2019 (being the last Business Day before the date on which Takeaway.com and Just Eat announced a possible all-share combination);

 an improvement of 25.3 per cent. over the value implied by the terms of Takeaway.com’s recommended all-share combination with Just Eat when it was announced on 5 August 2019, which valued Just Eat Shares at 731 pence per share.

Save as set out in this announcement, the Increased Takeaway.com Offer is subject to the same terms and conditions (including any post-offer undertakings under Rule 19.5 of the City Code and any post-offer intention statements under Rule 19.6 of the City Code) as the original Takeaway.com Offer, as set out in Takeaway.com’s offer document dated 20 November 2019 (the “Original Offer Document”). The Increased Takeaway.com Offer is a revision to the Takeaway.com Offer and should be construed accordingly. Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Original Offer Document.

Intention to explore options to exit Just Eat’s minority investment in iFood

Takeaway.com’s success to date has been built on a model of management control over its businesses and therefore historically it has not taken minority stakes in companies, preferring instead to have full ownership and operational control over its businesses. This has been a key enabler for Takeaway.com’s founder-led management team to apply their extensive operational experience and deliver superior shareholder returns.

Just Eat currently owns c. 33 per cent. of iFood, Latin America’s leading online food delivery platform operating in Brazil, Colombia and (under the SinDelantal brand) Mexico. Following completion of the Increased Takeaway.com Offer, the Combined Group would therefore hold a minority shareholding in, but not have operational control of, iFood.

Following completion of the Just Eat Takeaway.com Combination, the Management Board of Takeaway.com proposes to explore all possible options available to the Combined Group to exit and monetise the iFood investment. However, the Management Board of Takeaway.com notes that, due to confidentiality restrictions enforced by Prosus, Just Eat has not provided Takeaway.com with any non-public information concerning the iFood shareholder arrangements and, in particular, any information on any exit arrangements or exit restrictions set out in the iFood joint venture agreement.

The Combined Group will only initiate a sale process if it is able to obtain fair market value for the iFood investment. Following any such sale, Takeaway.com intends that the Combined Group will return approximately 50 per cent. of the net proceeds to the shareholders of the Combined Group as soon as practicable after the closing of such transaction, subject to Dutch corporate law requirements. It is envisaged that the remaining proceeds will be retained by the Combined Group for general corporate purposes.

No statements in this part of this announcement (Intention to explore options to exit Just Eat’s minority investment in iFood) constitute “post-offer undertakings” for the purposes of Rule 19.5 of the City Code.

Governance of the Combined Group

As set out in the Original Offer Document, Takeaway.com intends that the Combined Group will have a two tier board structure through a Management Board and a Supervisory Board. Under the Increased Takeaway.com Offer, Takeaway.com now intends that the Supervisory Board will comprise three members chosen by Takeaway.com (including the Vice-Chairman) and three members (previously four) chosen by Just Eat (including the Chairman)1.

Takeaway.com intends that all other governance arrangements of the Combined Group, including the composition of the Management Board, remain as set out in the Original Offer Document.

No statements in this part of this announcement (Governance of the Combined Group) constitute “post-offer undertakings” for the purposes of Rule 19.5 of the City Code.

Level of acceptances and further commitments

As at 3.00 p.m. (London time) on 18 December 2019, Takeaway.com had received valid acceptances in respect of a total of 92,450,093 Just Eat Shares, representing approximately 13.53 per cent. of the existing issued share capital of Just Eat on 18 December 2019 (being the last Business Day before the date of this announcement), which Takeaway.com may count towards the satisfaction of the Acceptance Condition. So far as Takeaway.com is aware, none of these acceptances have been received from persons acting in concert with Takeaway.com.

Takeaway.com has also received commitments from certain Just Eat Shareholders to tender currently-untendered Just Eat Shares to the Increased Takeaway.com Offer in respect of a total of, in aggregate, 188,173,779 Just Eat Shares, representing approximately 27.55 per cent. of the existing issued share capital of Just Eat on 18 December 2019 (being the last Business Day before the date of this announcement). Further details of these commitments (including the circumstances in which they will fall away) are set out in Appendix II to this announcement.

Takeaway.com has therefore received valid acceptances and further commitments in respect of a total of 280,623,872 Just Eat Shares, representing approximately 41.09 per cent. of the existing issued share capital of Just Eat on 18 December 2019 (being the last Business Day before the date of this announcement).

Reduction of Acceptance Condition to a simple majority

Following this announcement, the Acceptance Condition to the Takeaway.com Increased Offer is reduced from 75 per cent. to a simple majority (50 per cent. plus one Just Eat Share) of Just Eat Shares, thereby providing significantly increased deal certainty.

Current trading

Takeaway.com has today also announced its full year guidance for 2019, which can be found on the Takeaway.com corporate website: http://corporate.takeaway.com. Commenting on the full year guidance for 2019, Jitse Groen, CEO of Takeaway.com, said:

“Takeaway.com expects a strong finish to 2019, driven by an acceleration in German order growth in the fourth quarter of 2019. As disclosed in our third quarter trading update, Germany is now EBITDA positive and we continue to see strong operating leverage with revenue growth multiple times higher than marketing expense growth. We remain confident in the expectation that Germany will over time trend towards the Dutch EBITDA margin.2 We are pleased with our progress in 2019 and look forward to another exciting year.”

Takeaway.com Shareholder approval

On 28 November 2019, Takeaway.com convened four extraordinary general meetings of Takeaway.com N.V. These meetings were convened for the following dates: (i) 9 January 2020, (ii) 15 January 2020, (iii) 18 January 2020 and (iv) 21 January 2020. Each of these meetings was convened to serve as the Takeaway.com EGM, depending on the timing expectations for the Takeaway.com Offer.

On the date of this Announcement, Takeaway.com confirmed that the extraordinary general meeting convened for Thursday, 9 January 2020 will serve as the Takeaway.com EGM. The final terms of the Just Eat Takeaway.com Combination and the Increased Takeaway.com Offer, for which the approval of the Takeaway.com EGM is sought, are set out in this Announcement and the Revised Offer Document.

Revised Offer Document

A revised offer document (the “Revised Offer Document”) containing the full terms of, and conditions to, the Increased Takeaway.com Offer together with an associated revised form of acceptance (the “Revised Form of Acceptance”) will be sent to Just Eat Shareholders as soon as reasonably practicable.

The Revised Offer Document will, subject to certain restrictions relating to persons resident in the United States and other Restricted Jurisdictions, be made available by Takeaway.com on its website at http://corporate.takeaway.com.

Timing

The closing date of the Increased Takeaway.com Offer has been extended to 1.00 p.m. on 10 January 2020.

The Increased Takeaway.com Offer is expected to become wholly unconditional in early 2020. An expected timetable of principal events will be set out in the Revised Offer Document.

How to accept the Increased Takeaway.com Offer

Just Eat Shareholders who have already accepted the Takeaway.com Offer will automatically be deemed to have accepted the Increased Takeaway.com Offer and do not need to take any further action.

Just Eat Shareholders holding Just Eat Shares in certificated form (i.e. not in CREST) who wish to accept the Increased Takeaway.com Offer should complete either (i) the Form of Acceptance accompanying the Original Offer Document dated 20 November 2019; (ii) the Form of Acceptance accompanying the Investor Circular dated 9 December 2019; or (iii) the Revised Form of Acceptance which will accompany the Revised Offer Document to be posted in due course.

Just Eat Shareholders holding Just Eat Shares in uncertificated form (i.e. in CREST) who wish to accept the Increased Offer should do so electronically through CREST.

Pursuant to the terms of the Takeaway.com Offer, Just Eat Shareholders who have already accepted the Takeaway.com Offer will automatically be deemed to have accepted the Increased Takeaway.com Offer, by virtue of their prior acceptance and do not need to take any further action.

Just Eat Shareholders with any questions relating to this announcement, the Revised Offer Document, the completion and return of the Revised Form of Acceptance or the making of an Electronic Acceptance should telephone the Receiving Agent, Equiniti Limited, on 0333 207 6372 (from within the UK) or +44 121 415 0943 (from outside the UK). Calls from outside the UK will be charged at the applicable international rate.

Just Eat Shareholders who have not yet accepted the Increased Takeaway.com Offer are urged to do so as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 10 January 2020.

Just Eat Takeaway.com Combination details and recommendations

Pursuant to Dutch law and the Takeaway.com Articles of Association, various resolutions of Takeaway.com will need to be passed in order to approve, effect and implement the Just Eat Takeaway.com Combination. These Takeaway.com Resolutions consist of resolutions for: (i) the approval by the Takeaway.com EGM of the Just Eat Takeaway.com Combination within the meaning of 2:107a DCC; (ii) the delegation to the Takeaway.com Management Board of the right to issue the New Takeaway.com Shares; (iii) the delegation to the Takeaway.com Management Board of the right to exclude or limit pre-emptive rights in connection with the issue of the New Takeaway.com Shares; (iv) the amendment of the Takeaway.com Articles of Association including amendment to implement the new governance structure of the Combined Group; (v) the appointment of new members to the Management Board (subject to the implementation of the Just Eat Takeaway.com Combination); and (vi) the appointment of new members to the Supervisory Board (subject to the implementation of the Just Eat Takeaway.com Combination). All Takeaway.com Resolutions require a simple majority of the votes cast to be passed, provided that if less than half of the issued share capital of Takeaway.com is represented at the Takeaway.com EGM, Takeaway.com Resolution (iii) above requires a two-thirds majority of the votes cast to be passed.

The Takeaway.com Boards consider the Just Eat Takeaway.com Combination to be in the best interests of Takeaway.com and all of its stakeholders, including the Takeaway.com Shareholders as a whole, and the Takeaway.com Boards intend to recommend unanimously that the Takeaway.com Shareholders vote in favour of the Takeaway.com Resolutions at the Takeaway.com EGM.

Takeaway.com has received financial advice from BofA Securities and Gleacher Shacklock (as financial advisers) in relation to the Just Eat Takeaway.com Combination. In providing their financial advice to Takeaway.com, BofA Securities and Gleacher Shacklock have relied upon the commercial assessments of the Takeaway.com Management Board. In addition, the Takeaway.com Supervisory Board has received financial advice from Lazard in relation to the Just Eat Takeaway.com Combination. In providing its financial advice to the Takeaway.com Supervisory Board, Lazard has relied upon the commercial assessments of the Takeaway.com Management Board and the Takeaway.com Supervisory Board on the Combination.

Notes

The Supervisory Board may also include one member nominated by Delivery Hero, to the extent that they are entitled to make such nomination under their existing relationship agreement with Takeaway.com. If a member of the Supervisory Board is so nominated by Delivery Hero, one additional member may also be nominated by the Supervisory Board.

This is not a profit forecast (under Rule 28 of the UK City Code on Takeovers and Mergers or otherwise) and is aspirational in nature

About Just Eat Takeaway.com

Just Eat Takeaway.com (LSE: JET, AMS: TKWY) is a leading global online food delivery marketplace.

Headquartered in Amsterdam, Just Eat Takeaway.com is focused on connecting consumers and restaurants through its platforms. With over 634,000 connected partners, Just Eat Takeaway.com offers consumers a wide variety of food choice. Just Eat Takeaway.com mainly collaborates with delivery restaurants. In addition, Just Eat Takeaway.com provides its proprietary restaurant delivery services for restaurants that do not deliver themselves.

The combination of Just Eat and Takeaway.com has rapidly grown to become a leading online food delivery marketplace with operations in the United States, United Kingdom, Germany, the Netherlands, Canada, Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland, Israel, Italy, Luxembourg, New Zealand, Poland, Slovakia, Spain and Switzerland, as well as through partnerships in Colombia and Brazil.

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