Takeaway.com N.V. (AMS: TKWY), hereinafter the “company”, or together with its group companies “Takeaway.com”, the leading online food delivery marketplace in Continental Europe, today announces that Takeaway.com Payments B.V., an 100% indirect subsidiary of the company, has been granted a licence as a payment institution under the Dutch Financial Markets Supervision Act from the Dutch Central Bank. As a consequence, the conditional appointment of Johannes Reck as member of the Supervisory Board has become unconditional.
The provision of online payment services by Takeaway.com is subject to the new European Payment Services Directive 2 (“PSD2”) as implemented in most of the European countries in which Takeaway.com operates. In view of such implementation, Takeaway.com Payments B.V. applied for a licence as a payment institution with the Dutch Central Bank (De Nederlandsche Bank, “DNB”). The licence was granted on 15 May 2019 and will, in addition to the Netherlands, be passported to most other European markets in which Takeaway.com is active. Consequently, the processing of online payments in these countries is supervised by the relevant regulatory authorities. In 2018, the total number of orders processed by Takeaway.com amounted to 93.9 million, of which 61% was paid online.
Takeaway.com Payments B.V. is a payment institution under supervision of DNB and as a result it is required to comply with rules applicable to payment institutions. Pursuant to one of these rules, Takeaway.com Payments B.V. must as soon as possible notify DNB if a shareholder’s qualified holding in Takeaway.com Payments B.V. exceeds 20%, 30% or 50% or falls below 10%, 20%, 30% or 50%. In addition, each person is required to obtain a declaration of no objection from DNB before it can hold, acquire or increase a qualifying holding in Takeaway.com Payments B.V. or exercise any voting power in connection with such holding. A direct or indirect participation in a payment institution is a qualifying holding when it represents 10% or more of the shares and/or voting rights in the payment institution. This means that acquiring a holding of 10% or more of the shares and/or voting rights in Takeaway.com requires a declaration of no objection from DNB (“DNO”) prior to obtaining such a holding and that certain changes to such an interest (as described above) may also require such a regulatory approval. In addition, obtaining rights to appoint the (majority of the) managing board or other means of providing significant influence over the management of the payment institution also falls within the scope of a “qualifying holding”.
On 5 March 2019, Johannes Reck was appointed as member of the Supervisory Board at the nomination of Delivery Hero S.E. The appointment of Johannes Reck as member of the Supervisory Board was – inter alia – subject to Delivery Hero S.E. having obtained a DNO from DNB. Delivery Hero S.E. informed the company to have obtained a DNO. As a consequence, the appointment of Johannes Reck has become unconditional as per 15 May 2019