TIDMJET
RNS Number : 6145N
Just Eat Takeaway.com N.V.
01 February 2021
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OF
AMERICA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Amsterdam, 1 February 2021
Just Eat Takeaway.com announces the launch of an offering of
convertible bonds
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 launch of an offering of two tranches
of convertible bonds due August 2025 ("Tranche A") and February
2028 ("Tranche B") in an aggregate principal amount of EUR 1,000
million (the "Convertible Bonds") convertible into ordinary shares
of the Company ("Ordinary Shares"). Just Eat Takeaway.com intends
to use the net proceeds from the issue of the Convertible Bonds for
general corporate purposes as well as to provide the Company with
financial flexibility to act on strategic opportunities which may
arise.
Transaction rationale
On the back of Just Eat Takeaway.com's proven growth strategy,
the Covid-19 tailwinds and the significant investments in the
legacy Just Eat markets, the Company has reported three consecutive
quarters of order growth acceleration. Management expects further
order growth acceleration in the first quarter of 2021,
demonstrating the success of the investment program.
To capitalise on the strong momentum from our investment
programme, the Company will continue to invest heavily and
prioritise market share over adjusted EBITDA, as also set out in
the Q4 2020 Trading Update. The Company believes that a stronger
balance sheet provides additional financial flexibility to act on
strategic opportunities that may arise.
Other general corporate purposes of the issuance include,
amongst others, the payment of transaction costs for the Grubhub
transaction and the potential funding requirements for the
Company's stake in iFood. Whilst Just Eat Takeaway.com remains
committed to selling its stake in iFood and returning a portion of
the proceeds to shareholders, this will happen only when it is able
to realise a fair value for this highly attractive and fast-growing
asset. The timing of a potential sale and monetisation remains
uncertain.
For the avoidance of doubt, the proceeds will not be used to
improve the agreed consideration for the Grubhub transaction, which
consideration is final.
Issue of Convertible Bonds
The Convertible Bonds will be offered via an accelerated
bookbuilding (the "CB Bookbuilding") solely to institutional
investors in certain jurisdictions by way of a private placement
outside the United States pursuant to Regulation S under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). The
Convertible Bonds, with a denomination of EUR 100,000 each, will be
issued under the Company's current shareholder authorisation
provided at the annual general meeting held on 14 May 2020, at
between 101.50% and 103.75% (Tranche A) and at 100% (Tranche B) of
their nominal value and redeemed at 100% of their nominal value.
The Tranche A Convertible Bonds will not bear interest and the
Tranche B Convertible Bonds will be offered with an interest rate
between 0.125% and 0.625% per annum, payable semi-annually in
arrear in equal instalments on 9 February and 9 August of each
year, commencing on 9 August 2021, corresponding to an annual gross
yield-to-maturity of (0.816)% to (0.331)% (Tranche A) and 0.125% to
0.625% (Tranche B). The initial conversion price of the Convertible
Bonds is expected to be set between 40% and 45% (Tranche A) and 50%
and 55% (Tranche B) above the clearing price of an Ordinary Share
in the Concurrent Delta Placement (as defined below). The final
terms of the Convertible Bonds, including the interest rate and
initial conversion price, will be determined following completion
of the CB Bookbuilding. The Convertible Bonds may be converted into
Ordinary Shares in accordance with the terms and conditions of the
Convertible Bonds.
The Company will have the option to redeem all, but not some
only, of the Tranche A Convertible Bonds at their principal amount
from 24 August 2023, should the value of an Ordinary Share exceed
130% of the conversion price over a certain period. The Company
will have the option to redeem all, but not some only, of the
Tranche B Convertible Bonds at their principal amount plus any
accrued interest from 24 February 2025, should the value of an
Ordinary Share exceed 150% of the conversion price over a certain
period, and from 24 February 2026, should the value of an Ordinary
Share exceed 130% of the conversion price over a certain
period.
Settlement of the Convertible Bond issue is expected to take
place on 9 February 2021 (the "Issue Date"). The Company will apply
for the Convertible Bonds to be admitted to trading on the Open
Market (Freiverkehr) of the Frankfurt Stock Exchange no later than
30 days after the Issue Date.
Lock-up
The Company and its subsidiaries are subject to lock-up
undertakings in relation to equity and equity-linked securities
ending 90 calendar days after the Issue Date, subject to waiver by
the Joint Global Coordinators (as defined below), except for any
issue of Ordinary Shares as consideration in connection with the
Proposed Grubhub Transaction (as defined below) and certain
customary exceptions.
Prospectus
No prospectus is required in respect of the offering of the
Convertible Bonds or the Concurrent Delta Placement (as defined
below) and no prospectus or similar document will be published in
connection with the offering of the Convertible Bonds or the
Concurrent Delta Placement.
Proposed Grubhub Transaction
The Company announced on 10 June 2020 that it had entered into a
definitive agreement whereby the Company is to acquire 100% of the
shares of Grubhub Inc. ("Grubhub") in an all-stock transaction (the
"Proposed Grubhub Transaction"). The Proposed Grubhub Transaction
is subject to various conditions precedent and is expected to close
after completion of the offering of the Convertible Bonds during
the first half of 2021. Grubhub has publicly stated its intention
to publish its financial results for the fiscal quarter and the
full year ended 31 December 2020 (the "Grubhub Q4 2020 Results") on
3 February 2021, which is before the expected Issue Date. The
Company has not had any access to any material information
regarding Grubhub's operational and financial performance during
the fiscal quarter ended 31 December 2020 other than that which has
been made publicly available by Grubhub, including in its filings
with the U.S. Securities and Exchange Commission. Accordingly, the
Company and the Joint Bookrunners have no information concerning
the content of the Grubhub Q4 2020 Results and do not accept any
responsibility for, and disclaim any and all liability with respect
to their contents, including were they to disclose any changes in
Grubhub's financial or business condition.
Syndicate, bookbuilding procedure & concurrent delta
placement
BofA Securities Europe SA, ABN AMRO Bank N.V. (acting in
collaboration with ABN AMRO - ODDO BHF B.V. and ODDO BHF SCA),
Barclays Bank Ireland PLC, BNP Paribas and ING are acting as Joint
Global Coordinators and Joint Bookrunners (the "Joint Global
Coordinators") on the offering of the Convertible Bonds, alongside
Société Générale as Joint Bookrunner (together with the Joint
Global Coordinators, the "Joint Bookrunners"). N.M. Rothschild
& Sons Limited ("Rothschild & Co") has provided independent
financial advice to the Company in relation to the offering of the
Convertible Bonds.
The Company has been advised by the Joint Bookrunners that the
Joint Bookrunners will organise a simultaneous placement of
existing Ordinary Shares ("Delta Shares") on behalf of certain
subscribers of the Convertible Bonds who wish to sell these Delta
Shares in short sales to purchasers procured by the Joint
Bookrunners in order to hedge the market risk to which the
subscribers are exposed with respect to the Convertible Bonds that
they acquire in the offering (the "Concurrent Delta Placement").
The placement price for the short sales in the Concurrent Delta
Placement shall be determined via an accelerated bookbuilding
process that will be carried out by the Joint Bookrunners. The
Company will not receive any proceeds from any sale of Delta Shares
in connection with the Concurrent Delta Placement.
The Joint Global Coordinators and Joint Bookrunners will
commence the accelerated bookbuildings immediately, and books will
open with immediate effect, following the release of this
announcement. The timing of the closing of the books, pricing and
allocations are at the absolute discretion of the Company, the
Joint Global Coordinators, and the Joint Bookrunners. Details of
the Convertible Bond terms will be announced as soon as practicable
after the close of the bookbuildings.
Just Eat Takeaway.com
Jitse Groen, CEO
Brent Wissink, CFO
Joerg Gerbig, COO
Investors:
Joris Wilton
E: Joris.Wilton@justeattakeaway.com
T: +31 6 143 154 79
Media:
E: press@justeattakeaway.com
For more information please visit our corporate website:
https://justeattakeaway.com
About Just Eat Takeaway.com
Just Eat Takeaway .com (LSE: JET, AMS: TKWY) is a 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 205,000
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.
The combination of Just Eat and Takeaway.com has rapidly grown
to become a leading online food delivery marketplace with
operations in the United Kingdom, Germany, the Netherlands, Canada,
Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland,
Israel, Italy, Luxembourg, New Zealand, Norway, Poland, Portugal,
Romania, Spain and Switzerland, as well as through partnerships in
Colombia and Brazil.
Market Abuse Regulation
This press release contains inside information as meant in (i)
clause 7(1) of the Market Abuse Regulation and (ii) clause 7(1) of
the Market Abuse Regulation as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018 (the "EUWA").
Disclaimer
This announcement does not constitute a prospectus or an offer
of securities for sale in any jurisdiction.
The contents of this announcement have been prepared by and is
the sole responsibility of the Company. The information contained
in this announcement is for background purposes only and does not
purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
Statements included in this announcement that are not historical
facts (including any statements concerning investment objectives,
other plans and objectives of management for future operations or
economic performance, or assumptions or forecasts related thereto)
are, or may be deemed to be, "forward-looking statements". These
forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations 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. Any forward-looking statements
reflect the Company's current view with respect to future events
and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's business,
results of operations, financial position, liquidity, prospects,
growth or strategies. Forward-looking statements speak only as of
the date they are made.
This announcement and the information contained herein is not
for publication, distribution or release, directly or indirectly,
in whole or in part in or into the United States of America and the
District of Columbia (the "United States"), Japan, Australia, South
Africa or any other jurisdiction where the publication,
distribution or release would be unlawful. This announcement is not
an offer to sell or a solicitation of any offer to buy any
securities issued by the Company in any jurisdiction where such
offer or sale would be unlawful.
This announcement does not constitute, or form part of, an offer
to sell, or a solicitation of an offer to purchase, the Convertible
Bonds, the Delta Shares and/or any other securities referred to in
this announcement in the United States including its territories
and possessions and any state of the United States. The Convertible
Bonds, the Delta Shares and/or any other securities referred to in
this announcement have not been and will not be registered under
the Securities Act and may not be offered or sold within the United
States absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. The offer and sale of the securities referred to
herein has not been and will not be registered under the applicable
securities laws of Australia, Japan or South Africa. Subject to
certain exceptions, the securities referred to herein may not be
offered or sold in Australia, or Japan or to, or for the account or
benefit of, any national, resident or citizen of Australia, Japan
or South Africa. There will be no public offer of securities in the
United States, Australia, Japan or South Africa.
The Convertible Bonds may only be distributed to investors in
Canada pursuant to an exemption from the prospectus requirements of
Canadian securities laws. Only prospective investors in Ontario,
Quebec, British Columbia and Alberta that qualify as "accredited
investors" and additionally also qualify as "permitted clients"
within the meaning of applicable Canadian securities laws will be
eligible to purchase the Convertible Bonds. Each prospective
investor in Canada will be required to provide a representation
letter confirming its eligibility and providing certain additional
acknowledgements, representations and warranties.
In member states of the EEA and the United Kingdom (each a
"Relevant State"), this announcement, the offer of Convertible
Bonds and the Concurrent Delta Placement are only addressed to, and
directed only at, persons who are "qualified investors" ("Qualified
Investors") within the meaning of Article 2(c) of Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June
2017 on the prospectus to be published when securities are offered
to the public or admitted to trading on a regulated market (the
"Prospectus Regulation"). For these purposes, the expression
"Prospectus Regulation" includes Regulation (EU) 2017/1129 as it
forms part of United Kingdom domestic law by virtue of the EUWA. In
the United Kingdom this announcement is being distributed only to,
and directed exclusively at, Qualified Investors (i) who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii)
who fall within Article 49(2)(A) to (D) of the Order; and (iii) to
whom it may otherwise lawfully be communicated (all such persons
together being referred to as "Relevant Persons"). This
announcement and any investment or investment activity to which it
relates will only be engaged in with (i) in the United Kingdom, by
persons who are Relevant Persons; and (ii) in any Relevant State,
by persons who are Qualified Investors. This announcement should
not be acted on or relied on by anyone other than Relevant Persons
in the United Kingdom and Qualified Investors in Relevant
States.
No prospectus in accordance with the Prospectus Regulation is
required in respect of the offer of Convertible Bonds or the
Concurrent Delta Placement and, in each case, no prospectus,
offering circular or similar document will be prepared. No action
has been taken by the Company, or by BofA Securities Europe SA, ABN
AMRO, Barclays Bank Ireland PLC, BNP Paribas, ING and Société
Générale (together, the "Banks") or by Rothschild & Co that
would permit an offering of the Convertible Bonds or the Concurrent
Delta Placement or possession or distribution of this announcement
or any offering or publicity material relating to the Convertible
Bonds or the Delta Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required by the Company, the Banks and
Rothchild & Co to inform themselves about, and to observe, any
such restrictions. Any investment decision in connection with the
Convertible Bonds or the Concurrent Delta Placement must be made on
the basis of an independent review by a prospective investor of all
publicly available information relating to the Company and the
Convertible Bonds or the Delta Shares (as applicable). Such
information has not been independently verified by the Banks or
Rothschild & Co. The information contained in this announcement
is for background purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on Markets in
Financial Instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures in the EEA (together,
the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (a "Manufacturer") (for the
purposes of the MiFID II Product Governance Requirements) may
otherwise have with respect thereto, the Convertible Bonds have
been subject to a product approval process, which has determined
that the Convertible Bonds are: (i) compatible with an end target
market of investors who meet the criteria of professional clients
and eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (each a "Target Market Assessment"). Any
person subsequently offering, selling or recommending the
Convertible Bonds (a "Distributor") should take into consideration
the Manufacturers' relevant Target Market Assessment; however, each
Distributor subject to MiFID II is responsible for undertaking its
own Target Market Assessments in respect of the Convertible Bonds
(by either adopting or refining the Manufacturers' Target Market
Assessments) and determining, in each case, appropriate
distribution channels. The Target Market Assessments are without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Convertible
Bonds. For the avoidance of doubt, the Target Market Assessments do
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Convertible
Bonds.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Convertible Bonds and
determining appropriate distribution channels.
The Convertible Bonds are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA or the
United Kingdom. For these purposes, a retail investor means (a) in
the EEA, a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; or (ii) a
customer within the meaning of Directive (EU) 2016/97, where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II and (b) in the United
Kingdom, a person who is one (or more) of (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/265 as
it forms part of United Kingdom domestic law by virtue of the EUWA
or (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 of the United Kingdom (the
"FSMA") and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
United Kingdom domestic law by virtue of the EUWA . Consequently no
key information document required by Regulation (EU) No 1286/2014,
as amended (the "PRIIPs Regulation") or the PRIIPS Regulation as it
forms part of United Kingdom domestic law by virtue of the EUWA
(the "UK PRIIPS Regulation") for offering or selling the
Convertible Bonds or otherwise making them available to retail
investors in the EEA or the United Kingdom has been prepared and
therefore offering or selling the Convertible Bonds or otherwise
making them available to any retail investor in the EEA or the
United Kingdom may be unlawful under the PRIIPs Regulation and/or
the UK PRIIPS Regulation.
BofA Securities Europe SA is authorised as an investment firm by
the Autorité de Contrôle Prudentiel et de Résolution ("ACPR") (the
French Prudential Control and Resolution Authority), is regulated
by the ACPR and the Autorité des Marchés Financiers ("AMF") (the
French financial markets regulator), and is not a credit
institution. ABN AMRO Bank N.V. and ING Bank N.V. are supervised by
the Netherlands Authority for the Financial Markets and the Dutch
Central Bank. Barclays Bank Ireland PLC is regulated by the Central
Bank of Ireland. BNP Paribas is authorised and regulated by the
European Central Bank (ECB) and the ACPR and BNP Paribas, London
branch is authorised by the Prudential Regulation Authority with
deemed permissions under the UK Temporary Permissions Regime. BNP
Paribas London branch is subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential
Regulation Authority. Société Générale is a French credit
institution (bank) authorised and supervised by the ECB and the
ACPR and regulated by the AMF. Rothschild & Co is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom. The Banks and Rothschild & Co are acting exclusively
for the Company in their respective role(s) and no-one else in
connection with the transactions referred to herein and will not
regard any other person(s) as their respective clients in relation
to such transactions and will not be responsible to anyone other
than the Company for providing the protections afforded to their
respective clients, nor for providing advice in relation to the
transactions, the contents of this announcement and/or any other
matter referred to herein. None of the Banks and/or Rothschild
& Co and/or any of their respective affiliates, directors,
officers, employees, advisers and/or agents accepts any
responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted) or any other
information relating to the Company and/or its subsidiaries and/or
its associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith. The
information contained in this announcement is subject to change in
its entirety without notice up to the Issue Date. Each of the
Company, the Banks and Rothschild & Co and their respective
affiliates, directors, officers, employees, advisers and/or agents
expressly disclaims any obligation or undertaking to update, review
or revise any statement contained in this announcement whether as a
result of new information, future developments or otherwise.
Each prospective investor should proceed on the assumption that
it must bear the economic risk of an investment in the Convertible
Bonds, the Delta Shares or the Ordinary Shares to be issued or
transferred and delivered upon conversion of the Convertible Bonds
and notionally underlying the Convertible Bonds (the "Underlying
Shares"). None of the Company, the Banks and/or Rothschild & Co
make any representation as to (i) the suitability of the
Convertible Bonds, the Delta Shares and/or the Underlying Shares
for any particular investor; (ii) the appropriate accounting
treatment and/or potential tax consequences of investing in the
Convertible Bonds, the Delta Shares and/or the Underlying Shares or
(iii) the future performance of the Convertible Bonds, the Delta
Shares and/or the Underlying Shares either in absolute terms or
relative to competing investors.
In connection with the offering of the Convertible Bonds and the
Concurrent Delta Placement, the Banks and any of their affiliates,
may take up a portion of the Convertible Bonds in the Convertible
Bond offering or of the Delta Shares in the Concurrent Delta
Placement as a principal position and in that capacity may retain,
purchase, sell or offer to sell for their own accounts such
Convertible Bonds or Delta Shares and other securities of the
Company or related investments in connection with the Convertible
Bond offering, the Concurrent Delta Placement or otherwise.
Accordingly, references in this announcement or elsewhere to the
Convertible Bonds or the Delta Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any issue or offer to, or subscription, acquisition,
placing or dealing by, the Banks and any of their affiliates acting
in such capacity. In addition, the Banks and any of their
affiliates may enter into financing arrangements (including swaps
or contracts for differences) with investors in connection with
which the Banks and any of their affiliates may from time to time
acquire, hold or dispose of shares in the capital of the Company or
other securities of the Company. The Banks do not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
This information is provided by RNS, the news service of the
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END
STREAKAFEASFEFA
(END) Dow Jones Newswires
February 01, 2021 11:41 ET (16:41 GMT)
Just Eat Takeaway.com N.v (LSE:JET)
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Just Eat Takeaway.com N.v (LSE:JET)
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