REG - Just Eat Takeaway - Issuance of additional JET shares

Just Eat Takeaway.com NVAnnouncement

17/02/2020 07:00

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RNS Number : 1346D  Just Eat Takeaway.com N.V.  17 February 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE
OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH 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.

FOR IMMEDIATE RELEASE

17 February 2020

Issuance of additional Just Eat Takeaway.com shares

Just Eat Takeaway.com N.V. (LSE: JET, AMS: TKWY), hereinafter the "Company",
or together with its group companies "Just Eat Takeaway.com", one of the
world's largest online food delivery marketplaces, announces the further
issuance of 1,518,598 shares, as a result of further valid acceptances of the
Increased Takeaway.com Offer having been received.

 

In connection with valid acceptances of the Increased Takeaway.com Offer
received between 7.00 p.m. CET on 6 February 2020 and 6.00 p.m. CET on 14
February 2020, the Company has issued a further 1,518,598 shares (the
"Shares") in Just Eat Takeaway.com with a nominal value of €0.04 each, which
rank pari passu with existing shares in the Company. As at 6:00 p.m. CET on 14
February 2020, the Company had received valid acceptances of the Increased
Takeaway.com Offer in respect of 670,098,740 Just Eat Shares in total,
representing approximately 98.1 per cent. of the voting rights of Just Eat.
Applications have been made for the Shares to be admitted to the premium
listing segment of the Official List of the Financial Conduct Authority, to
trading on the main market of the London Stock Exchange and to trading on
Euronext Amsterdam ("Admission").

 

It is expected that Admission of the Shares will become effective on or around
9.00 a.m. CET on 18 February 2020. Following the issuance of the Shares, the
number of ordinary shares that the Company has in issue is 142,400,537. The
total number of voting rights of the Company is 142,400,537 and this figure
may be used by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the Company.

 

 

Further details:

 

1.   Continuation of Increased Takeaway.com Offer

 

The Increased Takeaway.com Offer will remain open for acceptance until further
notice, and not less than 14 calendar days' notice will be given in respect of
the closure of the Increased Takeaway.com Offer. Given that Just Eat
Takeaway.com has, by virtue of acceptances of the Increased Takeaway.com
Offer, acquired Just Eat Shares carrying over 75 per cent. of the voting
rights of Just Eat, an application has been made to the London Stock Exchange
plc for the cancellation of the trading of Just Eat Shares on its main market
for listed securities and the FCA has been requested to cancel the listing of
Just Eat Shares on the Official List. Per the announcement made by Just Eat on
3 February 2020, trading in Just Eat Shares has been suspended, with the
listing of Just Eat Shares to be cancelled before market open on 2 March 2020.

 

Just Eat shareholders who have not yet accepted the Increased Takeaway.com
Offer are urged to do so as soon as possible, and by 13:00 (London time) on 20
March 2020 to avoid compulsory acquisition of their Just Eat Shares, and will
receive their consideration within 14 days of acceptance.

 

2.   Compulsory acquisition of shares

 

In accordance with the company's announcement on 7 February 2020, on that date
Just Eat Takeaway.com commenced the process to acquire compulsorily ("squeeze
out") the remaining Just Eat Shares in respect of which the Increased
Takeaway.com Offer has not yet been accepted by sending out compulsory
acquisition notices to holders of those Just Eat Shares, in accordance with
its rights pursuant to the provisions under Chapter 3 of Part 28 of the
Companies Act 2006. Unless non-assenting shareholders apply to court and the
court orders otherwise, on the expiry of six weeks from the date of the
compulsory acquisition notices, being 20 March 2020, the Just Eat Shares held
by shareholders who have not accepted the offer by 13:00 (London time) on 20
March 2020 will be acquired compulsorily by the company.

 

3.   CMA investigation

 

The company refers to its previous announcements on the nature and scope of
the investigation of the UK Competition and Markets Authority ("CMA").  The
company and its advisers are working with the CMA to respond to any questions
it may have and are confident that merger clearance will be obtained in due
course.  In the meantime, the Just Eat and Takeaway.com businesses are being
run independently and under separate management in compliance with the CMA's
hold separate order. Nothing in this press release or in any related
communications by Just Eat Takeaway.com should be interpreted as Just Eat and
Takeaway.com businesses becoming combined.  Integration of the two businesses
will only occur once the hold separate order has been lifted or amended by way
of derogation to allow this to occur.

 

Just Eat Takeaway.com

Jitse Groen, CEO

Brent Wissink, CFO

Joerg Gerbig, COO

 

Investors:

Joris Wilton

E: Joris.Wilton@takeaway.com

T: +31 6 143 154 79

Media:

Charles Armitstead / Ben
Foster
+44 (0) 20 7096 3184

E: Takeaway@teneo.com

 

For more information please visit our corporate website:
https://corporate.takeaway.com

BofA Securities (Financial adviser to Just Eat Takeaway.com)

Ference
Lamp
+44 (0) 20 7628 1000

Peter Luck

Geoff Iles

Kieran Millar

Gleacher Shacklock (Financial adviser to Just Eat Takeaway.com)

Tim
Shacklock
+44 (0) 20 7484 1150

Dominic Lee

James Dawson

Lewis Robinson

About Just Eat Takeaway.com

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

Headquartered in Amsterdam, the company is focused on connecting consumers and
restaurants through its platforms. With over 155,000 connected restaurants,
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.

Created through the combination of Just Eat and Takeaway.com, the company has
rapidly grown to become a leading online food delivery marketplace with
operations in the UK, Netherlands, Germany, Denmark, France, Ireland, Italy,
Norway, Spain, Belgium, Poland, Austria, Israel, Switzerland, Luxembourg,
Portugal, Bulgaria, Romania, Australia & New Zealand, Canada, Mexico and
Brazil. In 2019, Just Eat Takeaway.com processed more than 400 million orders
and generated revenue of more than €1.5 billion.

Merrill Lynch International ("BofA Securities"), a subsidiary of Bank of
America Corporation, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for Just Eat
Takeaway.com in connection with the matters set out in this announcement and
for no one else and will not be responsible to anyone other than Just Eat
Takeaway.com for providing the protections afforded to its clients or for
providing advice in relation to the Just Eat Takeaway.com Combination or any
other matters referred to in this announcement.

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Just Eat Takeaway.com and no one else in connection with the
matters set out in this announcement and will not be responsible to anyone
other than Just Eat Takeaway.com for providing the protections offered to
clients of Gleacher Shacklock or for providing advice in relation to the Just
Eat Takeaway.com Combination, the contents of this announcement or any matters
referred to herein.

Disclaimer

Forward Looking Statements

This announcement contains certain statements about Just Eat Takeaway.com and
Just Eat that are or may be forward-looking statements, including with respect
to the Just Eat Takeaway.com Combination involving Just Eat Takeaway.com and
Just Eat. Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on assumptions, expectations,
valuations, targets, estimates, forecasts and projections of Just Eat
Takeaway.com and Just Eat about future events, and are therefore subject to
risks and uncertainties which could cause actual results, performance or
events to differ materially from those 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", "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.

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. Such risks and uncertainties include, but are not limited to, the
possibility that the Just Eat Takeaway.com Combination will not be pursued or
consummated, failure to obtain necessary regulatory approvals or to satisfy
any of the other conditions to the Just Eat Takeaway.com Combination if it is
pursued, adverse effects on the market price of Just Eat Takeaway.com's or
Just Eat's ordinary shares or the Just Eat Takeaway.com convertible bonds and
on Just Eat Takeaway.com's or Just Eat's operating results because of a
failure to complete the Just Eat Takeaway.com Combination, failure to realise
the expected benefits of the Just Eat Takeaway.com Combination, negative
effects relating to the announcement of the Just Eat Takeaway.com Combination
or any further announcements relating to the Just Eat Takeaway.com Combination
or the consummation of the Just Eat Takeaway.com Combination on the market
price of Just Eat Takeaway.com's or Just Eat's ordinary shares or the Just Eat
Takeaway.com convertible bonds, significant transaction costs and/or unknown
liabilities, the Just Eat Takeaway.com and Just Eat group incurring and/or
experiencing unanticipated costs and/or delays (including IT system failures,
cyber-crime, fraud and pension scheme liabilities), general economic and
business conditions that affect the Just Eat Takeaway.com and Just Eat group
following the consummation of the Just Eat Takeaway.com Combination, changes
in global, political, economic, business, competitive, market and regulatory
forces (including exposures to terrorist activities, the repercussions of the
UK's referendum vote to leave the European Union, the UK's exit from the
European Union and Eurozone instability), future exchange and interest rates,
changes in tax laws, regulations, rates and policies, future business
combinations or disposals and competitive developments. Although it is
believed that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations will prove to
have been correct and you are therefore cautioned not to place undue reliance
on these forward-looking statements which speak only as at the date of this
announcement.

Each forward-looking statement speaks only as of the date of this
announcement. Neither Just Eat Takeaway.com nor Just Eat, nor any of their
respective associates or directors, officers or advisers, 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 UK City Code on Takeovers and
Mergers ("City Code"), the Listing Rules and the Disclosure Guidance and
Transparency Rules), neither the Just Eat Takeaway.com group nor the Just Eat
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.

Market share estimates contained in this announcement are based on outside
sources, such as specialised research institutes, in combination with
management estimates.

General

In accordance with Rule 26.1 of the City Code, a copy of this announcement is
also available, subject to certain restrictions relating to persons located or
resident in the Restricted Jurisdictions (as defined below), including the
United States, on the website of Just Eat Takeaway.com at
https://corporate.takeaway.com. The content of the websites referred to in
this announcement are not incorporated into and do not form part of this
announcement.

This announcement is not intended to, and does not, constitute, represent or
form part of any offer, invitation or solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
whether pursuant to this announcement or otherwise. The offer by Just Eat
Takeaway.com for Just Eat is made solely by means of the Revised Offer
Document and the accompanying Form of Acceptance, which contain the full terms
and conditions of the Just Eat Takeaway.com Combination, including details of
how the offer may be accepted.

Capitalised terms in this announcement, unless otherwise defined, have the
same meanings as set out in the announcement published by Just Eat
Takeaway.com on 19 December 2019 in respect of its increased and final offer.

Overseas Shareholders

The release, publication or distribution of this announcement in certain
jurisdictions, including the United States, may be restricted by law
("Restricted Jurisdictions"). Persons who are not located or resident in the
United Kingdom or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Just Eat Takeaway.com or required by the City
Code, and permitted by applicable law and regulation, the offer by Just Eat
Takeaway.com for Just Eat will not be made, directly or indirectly, in, into
or from the United States or any other Restricted Jurisdiction where to do so
would violate the laws of that jurisdiction, and such offer will not be
capable of acceptance from or within the United States or any other Restricted
Jurisdiction where to do so would violate the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating to the
Just Eat Takeaway.com Combination are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from the United States or any other Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Just Eat Takeaway.com
Combination (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions as doing
so may invalidate any purported acceptance of the Just Eat Takeaway.com
Combination.

The availability of the Just Eat Takeaway.com 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.

This announcement is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent registration
with the United States Securities and Exchange Commission or an exemption from
registration. There will be no public offering of these securities in the
United States.

Securities to be issued pursuant to the Just Eat Takeaway.com Combination have
not been, and will not be, registered under the US Securities Act of 1933, as
amended ("US Securities Act") and may not be offered, sold or resold except in
transactions exempt from, or not subject to, the registration requirements of
the US Securities Act. Such securities will only be made available in the
United States to qualified institutional buyers (as defined in Rule 144A under
the US Securities Act) or accredited investors (as defined in Rule 501(a)
under the US Securities Act) in transactions that are exempt from the
registration requirements of the US Securities Act. Such shareholders will be
required to make such acknowledgements and representations to, and agreements
with, Just Eat Takeaway.com as Just Eat Takeaway.com may require to establish
that they are entitled to receive such securities. A person who receives
securities pursuant to the Just Eat Takeaway.com Combination may not resell
such securities without registration under the US Securities Act or without an
applicable exemption from registration or in a transaction not subject to
registration (including a transaction that satisfies the applicable
requirements of Regulation S under the US Securities Act).

Securities to be issued pursuant to the Just Eat Takeaway.com Combination have
not been, and will not be, registered or qualified under the securities laws
of any state or jurisdiction in the United States and, accordingly, will only
be issued to the extent that exemptions from the registration or qualification
requirements of state "blue sky" securities laws are available or such
registration or qualification requirements have been complied with.

For purposes of the US Securities Exchange Act of 1934, as amended ("US
Exchange Act"), it is intended that the Just Eat Takeaway.com Combination will
be made pursuant to Section 14(e) and Regulation 14E under the US Exchange Act
benefitting from exemptions available to "Tier II" tender offers. Accordingly,
the Just Eat Takeaway.com Combination will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that may be different
from those applicable under US domestic tender offer procedures and law, and
certain rules applicable to tender offers made into the United States,
including rules promulgated under Section 14(d) of the US Exchange Act, do not
apply. In accordance with normal UK market practice and Rule 14e-5 under the
US Exchange Act, Just Eat Takeaway.com, certain affiliated companies and its
nominees, or its brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Just Eat Shares, other than
pursuant to the Just Eat Takeaway.com Combination, before or during the period
in which the Just Eat Takeaway.com Combination remains open for acceptance.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. If such purchases or arrangements
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 the US Exchange Act.
Any information about such purchases will be disclosed as required in the
United Kingdom.

The receipt of consideration by a US holder for the transfer of its Just Eat
Shares pursuant to the Just Eat Takeaway.com Combination 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 Just Eat
Takeaway.com Combination applicable to them, including under applicable United
States federal, state and local, as well as non-US and other, tax laws.

No profit forecasts or estimates

Nothing in this announcement is intended as a profit forecast or estimate for
any period and no statement in this announcement should be interpreted to mean
that earnings or earnings per share or dividend per share for Just Eat
Takeaway.com or Just Eat, as appropriate, for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per share or dividend per share for Just Eat Takeaway.com or Just
Eat, as appropriate.

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
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