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RNS Number : 5574X

JUST EAT plc

19 December 2019

Just Eat plc

19 December 2019

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

FOR IMMEDIATE RELEASE

Just Eat plc ("Just Eat")

Statement regarding final offers by Prosus N.V. ("Prosus") and Takeaway.com N.V. ("Takeaway.com")

The Board of Just Eat notes the announcement made earlier today by Prosus of a final offer of 800 pence per share in cash (the "Final Prosus Offer") to acquire the entire issued and to be issued share capital of Just Eat. The Final Prosus Offer is a further revision of Prosus's offer contained in its offer document dated 10 December 2019 of 740 pence per share in cash.

The Board of Just Eat also notes the announcement made earlier today by Takeaway.com of a final offer of 0.12111 Takeaway.com shares for each Just Eat share (the "Final Takeaway.com Offer") in relation to the proposed combination of Just Eat and Takeaway.com (the "Combined Group"). Under the terms of the Final 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 Final Takeaway Offer is a revision of Takeaway.com's offer contained in its offer document dated 20 November 2019 of 0.09744 Takeaway.com shares for each Just Eat share. The Board of Just Eat also notes that Takeaway.com has announced that it has received valid acceptances of and further commitments to accept the Final Takeaway.com Offer in respect of 280,623,872 Just Eat shares, representing approximately 41.09 per cent. of the existing issued and to be issued share capital of Just Eat, and that Takeaway.com has reduced the level of acceptances required to satisfy the Final Takeaway.com Offer to 50 per cent. plus one share of Just Eat shares.

The Board of Just Eat is currently reviewing the Final Prosus Offer and the Final Takeaway.com Offer (together the "Final Offers"). Shareholders are advised to take no action with regards to the Final Offers at this time.

A further announcement will be made in due course.

Enquiries

Just Eat +44 (0) 20 3667 6948

Chris Dyett, Natalia Dyett, Investor Relations

   Jo de Koning, Ellen Freeth, Corporate Communications     press@just-eat.com 

Goldman Sachs International (Financial adviser and corporate broker to Just Eat)

   Anthony Gutman                                                             +44 (0) 20 7774 1000 

Nick Harper

Clif Marriott

Duncan Stewart

Oakley Advisory (Financial adviser to Just Eat)

   Christian Maher                                                             +44 (0) 20 7766 6900 

Marc Jones

Max Gilbert

UBS (Financial adviser and corporate broker to Just Eat)

   Rahul Luthra                                                                 +44 (0) 20 7567 8000 

Craig Calvert

Sandip Dhillon

Christian Lesueur

   Brunswick Group LLP                                                +44 (0) 20 7404 5959 

Sarah West

David Litterick

James Baker

About Just Eat

Just Eat plc (LSE: JE) operates a leading global hybrid marketplace for online food delivery. Headquartered in London, we use proprietary technology to offer a quick and efficient digital ordering service for over 26 million customers and more than 100,000 Restaurant Partners across the UK, Australia & New Zealand, Canada, Denmark, France, Ireland, Italy, Mexico, Norway, Spain, Switzerland and Brazil.

Goldman Sachs International, 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 and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Just Eat for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.

Oakley Advisory, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Just Eat and no one else in connection with the matters referred to in this announcement 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 announcement.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting as financial adviser to Just East and no one else in connection with the matters set out in this Announcement. 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 Announcement or any other matter referred to herein.

Publication of this announcement

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Just Eat's website at www.justeatplc.com, by no later than 12 noon (London time) on 20 December 2019. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Important notice

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.

Market Abuse Regulation

This press release contains inside information as meant in article 7(1) of the Market Abuse Regulation.

Dealing Disclosure Requirements

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 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. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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 or visit www.rns.com.

END

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December 19, 2019 12:30 ET (17:30 GMT)

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