TIDMJE. TIDM0A28 TIDMTTM
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
OUPLLFIDFVLALIA
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