REG - Just Eat Plc Takeaway.com N.V. - Publication of Scheme Document

Just Eat Takeaway.com NVAnnouncement

22/10/2019 07:05

RNS Number : 6255Q
JUST EAT plc
22 October 2019
 


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, 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
22 October 2019
Recommended All-Share Combination
of
Just Eat plc ("Just Eat")
and
Takeaway.com N.V. ("Takeaway.com")
Publication of Scheme Document
On 5 August 2019, Just Eat and Takeaway.com announced that they had reached agreement on the terms of a recommended all-share combination of Just Eat and Takeaway.com. Takeway.com will acquire the entire issued and to be issued share capital of Just Eat to form the Combined Group (the "Combination"). It is intended that the Combination will be effected by means of a scheme of arrangement (the "Scheme").
Just Eat and Takeaway.com are pleased to announce that the Scheme Document is being sent, or made available, to Just Eat Shareholders today. The Scheme Document sets out, amongst other things, a letter from the Chairman of Just Eat, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, an expected timetable of principal events and details of the action to be taken by Just Eat Shareholders. 
Just Eat also notes that a prospectus in connection with (i) the admission to the premium listing segment of the UK Official List and to trading on the London Stock Exchange's main market for listed securities of all of Takeaway.com's issued and to be issued shares as well as (ii) the listing of the New Takeaway.com Shares to be issued in connection with the Combination on Euronext Amsterdam (together, the "Admission") is published today on Takeaway.com's website at https://corporate.takeaway.com/transaction/just-eat-takeawaycom/. The prospectus has been approved by the Netherlands Authority for the Financial Markets (the "AFM") and has been passported into the UK following notification by the AFM to the Financial Conduct Authority of its approval.
As described in the Scheme Document, the Scheme will also require the approval of Just Eat Shareholders at the Court Meeting and the passing of a special resolution at the Just Eat General Meeting, and then the sanction of the Court.
The Court Meeting and the Just Eat General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be held at 3.00 p.m. and 3.15 p.m. respectively on 4 December 2019 at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ.
Subject to approval at the Court Meeting and the Just Eat General Meeting, Court sanction and the satisfaction or waiver of the other Conditions set out in the Scheme Document (other than those Conditions which relate to Admission), the Scheme is expected to become effective on or around 1 January 2020.
 
The expected timetable of principal events is set out below.




Event


Time and/or date(1)




Publication of Scheme Document


22 October 2019




Latest time for lodging Forms of Proxy for:
(a)        Court Meeting (BLUE)
(b)        Just Eat General Meeting (YELLOW)


 
3.00 p.m. on 2 December  2019(2)
3.15 p.m. on 2 December 2019(3)




Voting Record Time


6:30 p.m. on 2 December 2019(4)




Takeaway.com EGM


1.00 p.m. (2.00 p.m. Central European Time) on 4 December 2019




Court Meeting


3.00 p.m. on 4 December 2019




Just Eat General Meeting


3.15 p.m. on 4 December 2019(5)




The following dates and times associated with the Scheme are indicative only and are subject to change




Court Sanction Hearing


13 December 2019(6)




Last time for lodging CSN Facility Opt-In Forms in order for New Takeaway.com CDIs to be issued via the relevant CSN Facility accounts on or soon after 8.00 a.m. on 2 January 2020


6.00 p.m. on 24 December 2019




Last time for dealings in, for registration of transfers of, and disablement in CREST of, Just Eat Shares


6:00 p.m. on 30 December 2019




Suspension of trading in Just Eat Shares






6.00 p.m. on 30 December 2019




Scheme Record Time


6.00 p.m. on 30 December 2019




Effective Date of Scheme


1 January 2020(7)




Issuance of New Takeaway.com Shares


2 January 2020




Admission to listing and trading of the New Takeaway.com Shares on Euronext Amsterdam


at or soon after 8.00 a.m. (9.00 a.m. Central European Time) on 2 January 2020




Admission and commencement of dealings in the Existing Takeaway.com Shares and the New Takeaway.com Shares on the premium segment of the Official List and the London Stock Exchange's Main Market for listed securities










by 8.00 a.m. on 2 January 2020




Cancellation of listing of Just Eat Shares on the premium segment of the Official List and the London Stock Exchange's Main Market for listed securities


2 January 2020




In respect of: (i) Just Eat CREST Shareholders, settlement of entitlements to New Takeaway.com CDIs through CREST; (ii) Just Eat CSN Shareholders, settlement of entitlements to New Takeaway.com CDIs through crediting of such New Takeaway.com CDIs to the relevant CSN Facility accounts of such Just Eat CSN Shareholders: and (iii) Just Eat Non-CSN Shareholders, settlement of entitlements to New Takeaway.com Shares through the Representative (as bare trustee of the Just Eat Non-CSN Shareholders)


at or soon after 8.00 a.m. on 2 January 2020(8)




CREST accounts of relevant Just Eat Shareholders credited with cash due in relation to the sale of fractional entitlements


within 14 days after the Effective Date




Despatch of cheques to relevant Just Eat Shareholders for the cash due in relation to the sale of fractional entitlements


within 14 days after the Effective Date




Despatch of CSN Facility Statements to Just Eat CSN Shareholders participating in the CSN Facility


within 14 days after the Effective Date




Long-Stop Date


31 March 2020(9)




Last time for lodging CSN Facility Opt-In Forms in order to participate in the CSN Facility




1 April 2020(8)




_____________________________

Notes:


 




1      


The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable). Any change to the expected timetable will be announced by Just Eat and/or Takeaway.com as required.
References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified by announcement through a Regulatory Information Service.
Participants in the Just Eat Share Plans will be written to separately to inform them of the effect of the Scheme on their rights under the Just Eat Share Plans, including details of any appropriate proposals being made and dates and times relevant to them.




2      


The BLUE Form of Proxy for the Court Meeting may, alternatively, be handed to a representative of Equiniti at the venue of the Court Meeting or the Chairman of the Court Meeting before the start of the Court Meeting (or any adjournment thereof). However, if possible, Just Eat Shareholders are requested to lodge the BLUE Forms of Proxy at least 48 hours (excluding any part of a day that is not a business day) before the time appointed for the Court Meeting.




3      


The YELLOW Form of Proxy for the Just Eat General Meeting must be lodged with Equiniti by no later than 3.15 p.m. on 2 December 2019 in order for it to be valid, or, if the Just Eat General Meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a business day) before the time fixed for the holding of the adjourned meeting. If the YELLOW Form of Proxy is not returned by such time, it will be invalid.




4      


If either Just Eat Meeting is adjourned, the Voting Record Time for the adjourned Just Eat Meeting will be 6.30 p.m. on the date which is two business days prior to the date set for the adjourned Just Eat Meeting.




5      


To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.




6      


The Court Sanction Hearing is expected to take place on 13 December 2019, subject to the satisfaction (or, where applicable, waiver) of the Conditions in paragraphs 2(A), 2(B), 3 and 4 of Part III of the Scheme Document. The events which are stated as occurring on subsequent dates are conditional on the Court Sanction Hearing having taken place and operate by reference to this date.




7      


The Scheme Court Order approving the Scheme is expected to be delivered to the Registrar of Companies following the suspension of trading in Just Eat Shares, and the Scheme Record Time on 30 December 2019, such that the Effective Date is then expected to be 1 January 2020. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this date.




8      


Just Eat Shareholders will find a description of the settlement steps in paragraph 22 of Part II of the Scheme Document. Just Eat Shareholders who wish to hold their interests in the New Takeaway.com Shares through the CSN Facility must complete the CSN Facility Opt-In Form and return the completed form to the Equiniti Nominee in accordance with the procedure described in the "Procedure to opt into the CSN Facility" section of paragraph 22  of Part II of the Scheme Document.




9      


This is the latest date by which the Scheme may become Effective. However, the Longstop Date may be extended to such later date as may be agreed in writing by Takeaway.com and Just Eat (with the Panel's consent and as the Court may approve (if required)).



 
 
 



 
The Scheme Document will be available on the Just Eat's website at www.justeatplc.com for the period up to and including the date on which the Combination ends.
For information purposes only, the Scheme Document will also be sent, or made available, to holders of options over Just Eat shares and persons with information rights.
The Just Eat Takeaway.com Prospectus will be made available, subject to certain restrictions relating to persons resident in, or subject to the laws and/or regulations of, any Restricted Jurisdiction or resident in any Restricted Jurisdiction where the extension or availability of the Combination would breach any applicable law, on Takeaway.com's website at https://corporate.takeaway.com up to and including the date on which the New Takeaway.com Shares are issued to Just Eat Shareholders.
A copy of the Scheme Document and the Just Eat Takeaway.com Prospectus will also be submitted to the National Storage Mechanism, where they will be available for inspection at www.morningstar.co.uk/uk/NSM.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.
Enquiries:




Just Eat




Chris Dyett, Natalia Dyett, Investor Relations


+44 (0) 20 3667 6948




Jo de Koning, Ellen Freeth, Corporate Communications


press@just-eat.com




Goldman Sachs International (Lead Financial Adviser and Corporate Broker to Just Eat)




Anthony Gutman, Nick Harper, Clif Marriott, Duncan Stewart


+44 (0) 20 7774 1000




Oakley Advisors Limited (Lead Financial Adviser to Just Eat)




Christian Maher, Christian Craggs, Marc Jones, Max Gilbert


+44 (0) 20 7766 6900




UBS (Financial Adviser and Corporate Broker to Just Eat)




Rahul Luthra, Craig Calvert, Sandip Dhillon


+44 (0) 20 7567 8000




Brunswick (PR Adviser to Just Eat)




Sarah West, David Litterick


+44 (0) 20 7404 5959




Takeaway.com


 




Joris Wilton, Investor Relations


+31 (0) 6 143 154 79




Media


press@takeaway.com




BofA Merrill Lynch (Financial Adviser to Takeaway.com)




Ference Lamp, Peter Luck, Geoff Iles, Kieran Millar


+44 (0) 20 7628 1000




Lazard (Financial Adviser to the Takeaway.com Supervisory Board)




Wouter Han, Liam Tjong-A-Tjoe


+31 (0) 2 056 111 60




 
Important Notices
Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Just Eat and no one else in connection with the matters referred to in this document and will not be responsible to anyone other than Just Eat for providing the protections afforded to clients of Goldman Sachs, or for providing advice in connection with the matters referred to in this document.
Oakley Advisory Limited ("Oakley Advisory"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Just Eat and no one else in connection with the matters referred to in this document and will not be responsible to anyone other than Just Eat for providing the protections afforded to clients of Oakley Advisory, or for providing advice in connection with the matters referred to in this document.
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS is acting as financial adviser to Just Eat and no one else in connection with the matters set out in this document. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any person other than Just Eat 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 relation to the contents of this document or any other matter referred to herein.
Merrill Lynch International, a subsidiary of Bank of America Corporation ("BofA Merrill Lynch"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Takeaway.com in connection with the matters set out in this document and will not be responsible to anyone other than Takeaway.com for providing the protections afforded to its clients or for providing advice in connection with the Combination or the matters referred to in this document.
Lazard B.V. ("Lazard") is acting exclusively as financial adviser to the Takeaway.com Supervisory Board and no one else in connection with the Combination and will not be responsible to anyone other than the Takeaway.com Supervisory Board for providing the protections afforded to clients of Lazard or for providing advice in relation to the Combination, the contents of this document or any other matter referred to herein. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with the Combination, this document, any statement contained herein or otherwise.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Combination or otherwise. The Combination will be made solely by means of the Scheme Document or any document by which the Combination is made which will contain the full terms and conditions of the Combination, including details of how to vote in respect of the acquisition.
This announcement has been prepared for the purpose of complying with English law and the Code 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 the United Kingdom.
Overseas Shareholders
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
The Combination relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. However, if Takeaway.com were to elect to implement the Combination by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including US tender offer rules, to the extent applicable.
Unless otherwise determined by Takeaway.com or required by the Code, and permitted by applicable law and regulation, the Combination will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form 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 all documents relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Combination to Just Eat Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Forward looking statements
This announcement contains statements about Takeaway.com and Just Eat that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Takeaway.com's or Just Eat's operations and potential synergies resulting from the Combination; and (iii) the effects of government regulation on Takeaway.com's or Just Eat's business.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. 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 hereof. Just Eat disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the 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 the 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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 pm (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 Takeover Panel's website at http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on Website
A copy of this announcement will be made available on Just Eat's and Takeaway's websites at www.justeatplc.com and http://corporate.takeaway.com respectively by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.




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