REG - Just Eat Takeaway - GM Statement

Just Eat Takeaway.com NVAnnouncement

07/10/2022 15:15

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RNS Number : 2265C  Just Eat Takeaway.com N.V.  07 October 2022

Amsterdam, 7 October 2022

Just Eat Takeaway.com publishes Circular and EGM convocation and agenda

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, publishes a circular (the
"Circular") relating to the sale of its equity stake of approximately 33% in
the iFood joint venture to Prosus N.V. ("Prosus") (the "Transaction"), the
proposed appointments to the Supervisory Board and Management Board and the
proposed transfer of listing of the Company's shares.

 

The Circular, which has been approved by the Financial Conduct Authority,
contains the convocation of an extraordinary general meeting of the Company
(the "EGM"), including the agenda and an explanation of the agenda items. The
EGM will be held at Hotel Jakarta, Javakade 766 in Amsterdam at 13:00 CET on
18 November 2022.

 

The Transaction

 

On 19 August 2022, Just Eat Takeaway.com announced that it had entered into an
agreement with MIH Movile Holdings B.V. ("Movile"), an affiliate of Prosus,
regarding the sale of the Company's equity stake of approximately 33% in
iFood. The Transaction consideration will comprise €1.5 billion in cash on
closing and a deferred consideration, contingent on the performance of the
online food delivery sector over the next twelve months, of up to €300
million.

 

The Company is required to seek shareholders' approval for the Transaction
because the Transaction constitutes a Class 1 transaction under the UK Listing
Rules. Therefore, completion of the Transaction remains conditional on the
approval of the Just Eat Takeaway.com shareholders at the EGM. Subject to
satisfaction of this condition, completion of the Transaction is anticipated
to occur shortly after the EGM.

 

Proposed Supervisory and Management Board Appointments

 

On 29 September 2022, Just Eat Takeaway.com announced its Supervisory Board
had decided to nominate Mr. Andrew Kenny and Mr. Jörg Gerbig for
(re)appointment as members of its Management Board, and to nominate Mr. Dick
Boer and Ms. Mieke De Schepper for appointment to the Supervisory Board.

 

The proposals to appoint the aforementioned nominees have been added to the
agenda of the EGM.

 

Proposed Transfer of Listing

 

As previously announced, the Company commenced a review of its listing venues
in January 2021. The Company has now completed its review and the Management
Board and Supervisory Board consider that it is in the best interests of the
Company, its shareholders and its other stakeholders as a whole to transfer
the listing of the Company's shares from the category of a "Premium Listing
(commercial company)" on the Official List of the Financial Conduct Authority
("Official List") to the category of a "Standard Listing (shares)" on the
Official List (the "Proposed Transfer of Listing"). The Company believes that
its Euronext Amsterdam listing remains the main listing venue for its
investors, whilst a Premium Listing creates administrative burdens, increased
complexity and additional costs for both the Company and its shareholders. In
addition, the Company is no longer assigned UK nationality by FTSE Russell and
therefore does not benefit from inclusion in the FTSE UK Index Series, which
is typically considered one of the key benefits of a Premium Listing compared
to a Standard Listing.

 

The Proposed Transfer of Listing has also been added to the agenda of the EGM.
Subject to approval at the EGM, the Proposed Transfer of Listing is expected
to take effect on 19 December 2022.

 

Availability of the Circular

 

A copy of the Circular is available for inspection on the Company's website at
https://www.justeattakeaway.com/general-meeting
(https://www.justeattakeaway.com/general-meeting) . In addition, a copy of the
Circular has been submitted to the National Storage Mechanism and the Circular
will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Capitalised terms not otherwise defined in this announcement have the same
meaning given to them in the Circular.

 

Just Eat Takeaway.com

Jitse Groen, CEO

Brent Wissink, CFO

Investors:

Joris Wilton

E: IR@justeattakeaway.com

Media:

E: press@justeattakeaway.com

For more information, please visit our corporate website:
https://justeattakeaway.com (https://justeattakeaway.com)

 

About Just Eat Takeaway.com

 

Just Eat Takeaway.com (LSE: JET, AMS: TKWY) is one of the world's leading
global online food delivery marketplaces.

Headquartered in Amsterdam, the Company is focused on connecting consumers and
partners through its platforms. With 680,000 connected partners, Just Eat
Takeaway.com offers consumers a wide variety of food choice.

Just Eat Takeaway.com has rapidly grown to become a leading online food
delivery marketplace with operations in the United States, the 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 Colombia and Brazil through its
stake in the iFood joint venture.

Disclaimer

 

Statements included in this press release that are not historical facts are,
or may be deemed to be, forward-looking statements, including "forward-looking
statements" made within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements may be identified by the
use of forward-looking terminology, including the terms "anticipates",
"expects", "intends", "may" or "will" or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. Forward-looking statements may and often do differ materially from
actual results, reflect the Company's current view with respect to future
events and are subject to risks relating to future events, including risks
from or uncertainties related to innovation; competition; brand &
reputation; acquisitions; global strategic projects; technological reliability
and availability; social change, legislation & regulation; data security
and privacy; financial reporting, people, operational complexity of hybrid
model and integration & transformation, as well as those contained in the
Company's filings with the SEC, including the Company's registration statement
on Form 20-F and Current Reports on Form 6-K, which may be obtained free of
charge at the SEC's website, http://www.sec.gov, and the Company's Annual
Reports, which may be obtained free of charge from the Company's corporate
website, https://justeattakeaway.com. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser. Forward-looking statements reflect knowledge and information
available at, and speak only as of, the date they are made, and the Company
expressly disclaims any obligation or undertaking to update, review or revise
any forward-looking statement contained in this announcement. Readers are
cautioned not to place undue reliance on such forward-looking statements.

 

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