TIDM0A28 TIDMJE.
RNS Number : 9309S
Prosus NV
11 November 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
PROSUS N.V.
(formerly named Myriad International Holdings N.V)
Incorporated in the Netherlands
Legal Entity Identifier: 635400Z5LQ5F9OLVT688
ISIN: NL0013654783
Euronext Amsterdam and JSE Share code: PRX
("Prosus")
11 November 2019
CASH OFFER
for
JUST EAT PLC
by
PROSUS N.V.
through its wholly-owned indirect subsidiary MIH Food Delivery
Holdings B.V.
PUBLICATION OF OFFER DOCUMENT
Further to the announcement by Prosus N.V. (Prosus) on 22
October 2019 relating to the offer by its wholly-owned indirect
subsidiary MIH Food Delivery Holdings B.V. (MIH) to acquire the
entire issued and to be issued share capital of Just Eat plc (Just
Eat) (the Offer), Prosus announces that the offer document
containing full terms and conditions of the Offer and the
procedures for its acceptance (the Offer Document) is being
published and posted to the shareholders of Just Eat today,
together with, in the case of Just Eat Shareholders holding Just
Eat Shares in certificated form, the related Form of Acceptance to
accept the offer. The Offer Document will also be published on
Prosus's website at www.prosus.com/investors/justeat. The Offer is
subject to the terms and conditions set out in the Offer Document
and the Form of Acceptance.
MIH has also reduced the level of acceptances required to
satisfy the Acceptance Condition to 75 per cent. of the Just Eat
Shares.
Just Eat Shareholders are urged to accept the Offer as soon as
possible and, in any event, by no later than the First Closing
Date, being 1.00pm (London time) on 11 December 2019.
The procedure for acceptance of the Offer is set out in
paragraph 15 of Section 1 and in Parts D and E of Section 2 of the
Offer Document and, in respect of certificated Just Eat Shares, as
further described in the Form of Acceptance accompanying the Offer
Document.
Further copies of the Offer Document and the Form of Acceptance
may be obtained by contacting the Receiving Agent, Computershare,
on 0370 707 1066, (if calling within the UK) or on +44 370 707 1066
(if calling from outside the UK). Lines are open Monday to Friday
8.30 a.m. to 5.30 p.m. (London time).
Key Benefits of MIH's Cash Offer
The following is a summary of the key benefits of MIH's cash
offer for the entire issued and to be issued ordinary share capital
of Just Eat.
-- Under the terms of the Offer, Just Eat Shareholders will be entitled to receive:
710 pence in cash for each Just Eat Share
-- The terms of the Offer value the entire issued and to be
issued ordinary share capital of Just Eat at approximately GBP4.9
billion and represent a premium of approximately:
o 20 per cent. to the value of the Takeaway.com Offer of 594
pence per Just Eat Share based on Takeaway.com's Closing Price of
EUR71.00 on 21 October 2019 (being the last Business Day before the
date of the Announcement);
o 20 per cent. to the Closing Price of 589 pence per Just Eat
Share on 21 October 2019 (being the last Business Day before the
date of the Announcement); and
o 12 per cent. to the Closing Price of 636 pence per Just Eat
Share on 26 July 2019 (being the last Business Day before the
commencement of the Offer Period).
-- Since the start of the Offer Period the High-Growth Internet
Sector has fallen 23.7 per cent. The Takeaway.com share price has
fallen 12.4 per cent. during this period. Against this backdrop,
continued market volatility and macro-economic uncertainty, the
Offer provides Just Eat Shareholders with compelling and certain
cash value at a premium to the Takeaway.com Offer.
-- MIH has reduced the level of acceptances required to satisfy
the Acceptance Condition to 75 per cent. of the Just Eat
Shares.
Overview of rationale for the Offer
-- Prosus believes that the Offer is attractive and fair for a
business that requires substantial investment to defend its
position and capitalise on its long-term opportunity.
o Since its inception, Just Eat has attained leading positions
in many of the markets within its footprint, and has for a number
of years demonstrated profitable growth driven largely by its
best-in-class marketplace model.
o In recent years, Just Eat's share price has come under
pressure reflecting weakening operational and financial
performance, most recently highlighted by Just Eat's Q3 Trading
Update. Prosus believes that this is a result of Just Eat
underinvesting to adapt to consumer expectations, which has opened
the door for well-funded own-delivery challengers (e.g. Deliveroo,
Uber Eats) and allowed them to rapidly gain market share in Just
Eat's core markets.
o Prosus believes that Just Eat requires substantial investment
in product, technology, marketing and own-delivery capabilities to
shift to an own-delivery focused hybrid model (i.e. own-delivery
and marketplace), protect its market position and capitalise on its
long-term opportunity. Prosus believes that financial markets[1]
are underestimating the urgency of the requirement for and the
scale of this transformation and its likely financial impact on
Just Eat. These risks to Just Eat Shareholders were highlighted in
a similar context in the US by Grubhub, which Prosus believes faces
similar challenges from well-funded own-delivery challengers and
changing consumer behaviour, when Grubhub's share price declined 43
per cent. in a single day following the release of Grubhub's Q3
trading update on 28 October 2019.
-- Prosus believes that the proposed combination with
Takeaway.com will not fully or effectively address the challenges
Just Eat is facing.
o Takeaway.com executives have consistently expressed pessimism
about the merits of the own-delivery business model. Takeaway.com's
own-delivery proposition Scoober represented less than five per
cent. of Takeaway.com's reported total orders in the first half of
2019.
o Takeaway.com's valuation was near an all-time high when it
made its offer for Just Eat, with Takeaway.com trading at the
highest multiples amongst its peers.[2] Prosus believes that the
use of highly valued shares to acquire a business facing
significant competitive challenges presents significant downside
risk for Just Eat Shareholders.
-- Prosus, with its global experience and own-delivery
expertise, is best positioned to assist Just Eat and its management
in the next phase of its development.
o Prosus is one of the leading global operators and investors in
the Online Food Delivery Sector, having invested approximately
US$2.8 billion in the sector since FY16 to build a portfolio of
leading Food Delivery businesses.
o Having identified early the strategic need to invest in
own-delivery capabilities, Prosus has a long and successful track
record of investing in and building out market-leading hybrid and
own-delivery businesses in some of the largest Food Delivery
markets globally.
o Prosus has a long-standing track record of partnering with
existing leadership teams to successfully build and scale
businesses. Prosus has focused on the long-term success of its
portfolio companies, supporting them with the investment required
to compete effectively.
o Prosus and Just Eat are partners in Brazil today through their
iFood joint venture and both companies and their management teams
have worked in close collaboration and built a long-standing
relationship as co-investors in the business. Given the successful
track record and momentum of iFood, the proposed transaction is the
logical next step in the relationship between the two
companies.
-- The Offer is an important step towards achieving Prosus's
ambition to build the world's leading Food Delivery business.
Through this proposed acquisition, Prosus will back Just Eat's
management team and employees and support the next phase of Just
Eat's development. Prosus has the conviction and financial
resources to invest in Just Eat's product, technology, marketing
and own-delivery capabilities and help Just Eat achieve its
long-term potential, whilst also targeting an appropriate risk
adjusted return on invested capital for Prosus shareholders.
Capitalised terms in this Announcement, unless otherwise
defined, have the same meanings as set out in the Offer Document
(as defined below).
Enquiries:
Investor Enquiries +1 347 210 4305
Eoin Ryan, Head of Investor Relations
Media Enquiries +44 207 251 3801
Sarah Ryan, International Media Relations
Finsbury (PR adviser to Prosus)
J.P. Morgan Cazenove (Financial adviser
to Prosus and MIH) +44 20 7742 4000
Charles Harman
Barry Weir
Bill Hutchings
James Robinson
Chris Wood
Morgan Stanley & Co International plc (Financial
adviser to Prosus and MIH)
Mark Rawlinson
Gergely Voros
Enrique Perez-Hernandez
Laurence Hopkins
Ben Grindley +44 207 425 8000
Finsbury (PR adviser to Prosus) +44 207 251 3801
Rollo Head
Guy Lamming
Allen & Overy LLP is retained as legal adviser to Prosus and
MIH.
JSE Sponsor: Investec Bank Limited
Important notice related to financial advisers
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove) and
which is authorised by the PRA and regulated by the FCA and the PRA
in the United Kingdom, is acting as financial adviser exclusively
for Prosus and MIH and no one else in connection with the Offer and
will not regard any other person as its client in relation to the
Offer and shall not be responsible to anyone other than Prosus or
MIH for providing the protections afforded to clients of J.P.
Morgan Cazenove, or for providing advice in relation to the Offer
or any matter referred to in this Announcement. Neither J.P. Morgan
Cazenove nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of J.P. Morgan
Cazenove in connection with this Announcement, any statement
contained herein, the Offer or otherwise.
Morgan Stanley & Co. International plc (Morgan Stanley),
which is authorised by the PRA and regulated by the FCA and the PRA
in the United Kingdom, is acting as financial adviser exclusively
for Prosus and MIH and no one else in connection with the matters
set out in this Offer Document. In connection with such matters,
Morgan Stanley, its affiliates and their respective directors,
officers, employees and agents will not regard any other person 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 connection with the contents of this Offer
Document or any other matter referred to herein.
Further information
This Announcement is provided for information purposes only. It
is not intended to and does not constitute or form part of, an
offer, invitation, inducement or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, exchange, sell or
otherwise dispose of or exercise rights in respect of any
securities, or the solicitation of any vote or approval of an offer
to buy securities in any jurisdiction, pursuant to the Offer or
otherwise nor shall there be any sale, issuance or transfer of any
securities pursuant to the Offer in any jurisdiction in
contravention of any applicable laws.
The Offer is subject to English law and to the applicable
requirements of the City Code, the Panel, the Listing Rules, the
London Stock Exchange and the FCA.
The Offer is being implemented solely pursuant to the terms of
the Offer Document (or, in the event that the Offer is to be
implemented by means of a Scheme, the Scheme Document), which,
together with the Form of Acceptance (in the case of certificated
Just Eat Shares), contains the full terms and conditions of the
Offer, including details of how to accept the Offer. Just Eat
Shareholders are advised to read the Offer Document (including the
related Form of Acceptance) (and/or, in the event that the Offer is
to be implemented by way of a Scheme, the Scheme Document) in full
as it contains important information in relation to the Offer. Any
decision in respect of the Offer or other response in relation to
the Offer, by Just Eat Shareholders should be made only on the
basis of the information contained in those documents (and/or, in
the event that the Offer is to be implemented by way of a Scheme,
the Scheme Document). Just Eat Shareholders are advised to read the
formal documentation in relation to the Offer carefully.
This Announcement does not constitute a prospectus or prospectus
exempted document.
Overseas shareholders
The release, publication or distribution of this Announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than England and
Wales and the Netherlands may be restricted by law and regulation
and therefore any persons into whose possession this Announcement
comes who are subject to the laws of any jurisdiction other than
the United Kingdom and the Netherlands should inform themselves
about and observe any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom or
the Netherlands, or who are subject to the laws of another
jurisdiction, to participate in the Offer or to accept or procure
the acceptance of the Offer, may be affected by the laws of the
relevant jurisdictions in which they are located. Just Eat
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent financial adviser in their
relevant jurisdiction without delay. Any failure to comply with
such requirements may constitute a violation of the laws and/or
regulation of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and other persons
involved in the Offer disclaim any responsibility or liability for
any violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying
with English law and the City Code, the Market Abuse Regulation and
the Disclosure Guidance and Transparency Rules and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside England and Wales and/or the
Netherlands.
The receipt of cash pursuant to the Offer by Just Eat
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each Just Eat Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of the Offer
applicable to him.
Unless otherwise determined by MIH or required by the City Code,
and permitted by applicable law and regulation, the Offer is not
being made and will not be made available directly or indirectly
in, into or from or by any use, means, instrumentality (including,
but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction or where to do so would
violate the laws of that jurisdiction. No person may accept or
procure the acceptance of the Offer by any use, means,
instrumentality of, or from within, any Restricted Jurisdiction or
where to do so would violate the laws of that jurisdiction, and the
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or, from or within a Restricted
Jurisdiction or any other jurisdiction, if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and any documentation
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction or any other
jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including
agents, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction or any other jurisdiction where to do so
would violate the laws in that jurisdiction. If the Offer is
implemented by way of a Scheme (unless otherwise permitted by
applicable law and regulation), no person may vote in favour of the
Scheme by any use, means, instrumentality or form and the Offer
will not be capable of acceptance from or within a Restricted
Jurisdiction or any other jurisdiction, if to do so would
constitute a violation of the laws of that jurisdiction.
Further details in relation to Just Eat Shareholders who are
resident in, ordinarily resident in, or citizens of, jurisdictions
outside England and Wales will be contained in the Offer
Document.
Notice to US investors
The Offer is being made to Just Eat Shareholders resident in the
United States in reliance on, and compliance with, the applicable
US tender offer rules, including Section 14(e) of the Exchange Act,
and Regulation 14E thereunder. The Offer is being made in the
United States by MIH and no one else.
The Offer relates to the shares of a UK incorporated company and
is subject to disclosure and other procedural requirements, which
are different from certain United States disclosure and procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments.
Furthermore, the payment and settlement procedure with respect
to the Offer will comply with the relevant United Kingdom rules,
which differ from US payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
In accordance with normal UK practice and consistent with Rule
14e-5(b) under the US Exchange Act, MIH, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in Just
Eat other than pursuant to the Offer, before or during the period
in which the Offer remains open for acceptance (or, if the Offer is
implemented by way of a Scheme, until the date on which the Scheme
becomes effective, lapses or is otherwise withdrawn). If such
purchases or arrangements to purchase 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, to the extent
applicable, the US Exchange Act. Any information about such
purchases will be disclosed as required in the UK and the Unites
States, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com. In addition, in accordance with normal
UK practice and consistent with Rule 14e-5(b) under the US Exchange
Act, J.P. Morgan Cazenove and Morgan Stanley & Co.
International plc and their affiliates may continue to act as
exempt principal traders in Just Eat Shares on the London Stock
Exchange and
engage in certain other purchasing activities consistent with
their respective normal and usual practice and applicable law. Any
information about such purchases will be disclosed as required in
the UK and the United States, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. To the extent that
such information is made public in the United Kingdom, it will also
be publicly disclosed in the United States.
Financial information included in this Announcement and the
Offer Document has been prepared in accordance with accounting
standards applicable in the UK and the Netherlands, as applicable,
and may not be comparable to financial information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
The receipt of consideration by a US holder for the transfer of
its Just Eat Shares pursuant to the Offer 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 Offer applicable to them, including under
applicable United States federal, state and local, as well as
non-US and other, tax laws.
It may be difficult for US holders to enforce their rights,
effect service of process within the United States and/or enforce
any claim arising out of the US federal securities laws, since Just
Eat is incorporated under the laws of England and Wales. Prosus and
MIH are organised under the laws of the Netherlands and the
majority of the officers and directors of Just Eat, Prosus and MIH
are residents of countries other than the United States. It may not
be possible to sue Prosus, MIH or Just Eat, or any of their
respective directors, officers or affiliates, in a non-US court for
violations of US securities laws. It may be difficult to compel
Prosus, MIH, Just Eat and their respective directors, officers and
affiliates to subject themselves to the jurisdiction and judgment
of a US court.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Offer,
or passed upon the fairness of the Offer or passed upon the
adequacy or accuracy of this document. Any representation to the
contrary is a criminal offence in the United States.
No offer to acquire securities or to exchange securities for
other securities has been made, or will be made, directly or
indirectly, in or into, or by the use of the mails of, or by any
means or instrumentality of interstate or foreign commerce or any
facilities of a national securities exchange of, the United States
or any other country in which such offer may not be made other
than: (i) in accordance with the tender offer requirements under
the Exchange Act, or the securities laws of such other country, as
the case may be; or (ii) pursuant to an available exemption from
such requirements.
Forward looking statements
This Announcement contains certain statements that are or may be
forward looking statements, including with respect to the Offer.
Forward-looking statements are prospective in nature and are not
based on current or historical facts, but rather on assumptions,
expectations, valuations, targets, estimates, forecasts and
projections about future events, and are therefore subject to risks
and uncertainties which could cause actual results, performance or
events to differ materially from the future results, performance or
events 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",
"is expected", "objective", "outlook", "risk", "seeks", "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, as well as
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might", "probably" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
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. Many factors could cause actual results
to differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
Announcement. Any forward-looking statements made in this
Announcement on behalf of Prosus or MIH are made as of the date of
this Announcement based on the opinions and estimates of directors
of Prosus or MIH respectively and no assurance can be given that
such opinions or estimates will prove to have been correct.
No forward-looking or other statements have been reviewed by the
auditors of Prosus, MIH or Just Eat. All forward looking statements
contained in this Announcement and all subsequent oral or written
forward-looking statements attributable to Prosus, MIH or Just Eat
or their respective members, directors, officers, advisers or
employees or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements contained
or referred to in this section.
Each forward-looking statement speaks only as of the date of
this Announcement. None of Prosus, MIH or Just Eat, or any of their
respective members, associates or directors, officers or advisers
and any person acting on behalf of one or more of them, 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 City Code, the Listing Rules and the
Disclosure Guidance and Transparency Rules), no member of the
Prosus 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.
No profit forecasts or estimates
No statement in, or referred to in, this Announcement or
incorporated by reference into this Announcement is intended as or
shall be deemed to be a profit forecast or estimate for any period.
No statement in, or referred to in, this Announcement or
incorporated by reference into this Announcement should be
interpreted to mean that income of persons (where relevant), cash
flow from operations, free cash flow, earnings or earnings per
share for Just Eat, Prosus or the Enlarged Group (as applicable)
for the current or future financial years would necessarily match
or exceed the historic published cash flow from operations, free
cash flow, earnings, earnings per share or dividend for Just Eat,
Prosus, MIH or Naspers or the Enlarged Group (as applicable).
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City 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 an 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 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (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 City 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 p.m. (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 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 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Just Eat Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Just Eat may be provided to MIH during the
Offer Period as required under Section 4 of Appendix 4 of the City
Code to comply with Rule 2.11(c) of the City Code.
Publication on website and availability of hard copies
A copy of this Announcement and the documents required to be
published by Rule 26 of the City Code will be made available
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), on Prosus's website at
www.prosus.com/investors/justeat in accordance with Rule 26 of the
City Code. For the avoidance of doubt, the contents of the website
is not incorporated into, and does not form part of, this
Announcement.
Just Eat Shareholders may request a hard copy of this
Announcement by contacting Computershare Investor Services PLC at
Corporate Actions Projects, Bristol, BS99 6AH during business hours
on 0370 707 1066 (lines are open from 8.30a.m. to 5.30p.m., Monday
to Friday (excluding public holidays in England and Wales)). If you
have received this Announcement in electronic form, copies of this
Announcement and any document or information incorporated by
reference into this document will not be provided unless such a
request is made. Just Eat Shareholders may also request that all
future documents, announcements and information to be sent to them
in relation to the Offer should be in hard copy form.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Time
Unless otherwise indicated, all references to time in this
Announcement are to London time.
APPIX 1
SOURCES AND BASES
1. All prices and Closing Prices for Just Eat Shares are closing
middle market quotations derived from the London Stock Exchange
Daily Official List (SEDOL).
2. All prices and Closing Prices for Takeaway.com Shares are
closing middle market quotations derived from the Euronext
Amsterdam Daily Official List.
3. The aggregate value of the consideration payable by MIH
pursuant to the Offer of approximately GBP4.9 billion is calculated
by multiplying the offered amount of 710 pence in cash per Just Eat
Share by Just Eat's fully diluted share capital (as referred to in
paragraph 5 below).
4. The value of the Takeaway.com Offer of 594 pence per Just Eat Share is obtained by:
i) dividing Takeaway.com's Closing Price of EUR73.20 as at the
Latest Practicable Date by the exchange rate of GBP:EUR of
GBP1:EUR1.1605 as at the Latest Practicable Date as derived from
data provided by Bloomberg; and
ii) multiplying the number obtained by the exchange ratio of
0.09744 Takeaway.com by Just Eat Shares announced by Takeaway.com
in the announcement pursuant to Rule 2.7 of the City Code released
on 5 August 2019.
5. The fully diluted share capital of Just Eat is 687,127,131
shares (as published in the Just Eat Scheme Document dated 22
October 2019).
6. The performance of the High-Growth Internet Sector Price
since the start of the Offer Period is calculated using the
performance of the median constituent in the High-Growth Internet
Sector, when ranked by performance of their Closing Price, over the
period between 26 July 2019 and the Latest Practicable Date as
follows (Closing Price on 26 July 2019, Closing Price on the Latest
Practicable Date): boohoo (GBP2.3, GBP2.6); Carvana (US$66.5,
US$78.0); Chewy (US$32.5, US$23.0); Delivery Hero (EUR40.9,
EUR44.1); Etsy (US$70.9, US$42.0); Facebook (US$199.8, US$190.8);
Farfetch (US$22.0, US$9.0); Lyft (US$65.5, US$43.2); MercadoLibre
(US$654.7, US$494.4); Naspers (ZAR 2,324.7, ZAR2,150.0); Netflix
(US$335.8, US$291.6); Pinterest (US$27.6, US$20.1); Pluralsight
(US$30.7, US$17.6); Prosus (EUR74.2, EUR63.2) , RealReal (US$25.9,
US$17.7; Redfin (US$18.0, US$20.2); Shopify (US$336.5, US$297.6);
Snap (US$17.9, US$14.2); Spotify (US$155.4, US$147.9); Square
(US$81.8, US$62.5); Stitch Fix (US$27.5, US$21.9); Takeaway.com
(EUR83.6, EUR73.2); TeladocHealth (US$69.5, US$80.7); Trade Desk
(US$278.6, US$195.5); Twilio (US$150.0, US$93.2); Uber (US$44.5,
US$27.0); Ubisoft (EUR75.9, EUR50.7); Wayfair (US$138.1, US$84.2);
Wix.com (US$149.1, US$128.1); Yandex (US$37.0, US$34.2); and Zillow
(US$49.2, US$37.6).
7. All Closing Prices for the High-Growth Internet Sector peers,
which encompass boohoo, Carvana, Chewy, Delivery Hero, Etsy,
Facebook, Farfetch, Lyft, MercadoLibre, Naspers, Netflix,
Pinterest, Pluralsight, Prosus, RealReal, Redfin, Shopify, Snap,
Spotify, Square, Stitch Fix, Takeaway.com, TeladocHealth, Trade
Desk, Twilio, Uber, Ubisoft, Wayfair, Wix.com, Yandex and Zillow
are derived from data provided by Bloomberg.
8. Just Eat broker consensus is based on the following:
i) Just Eat group EBITDA margin forecast of 17.0 per cent. /
18.2 per cent. / 20.0 per cent. for 2019 / 2020 / 2021 vs. 15.6 per
cent. in H1 2019, reflecting expansion of 117 bps in 2020 and 181
bps in 2021.
ii) Just Eat consensus comprises all analyst notes available to
Prosus since 31 July 2019 (the date of Just Eat's H1 2019 Results
statement) as of 8 November 2019 (the last practicable date prior
to the publication of the Offer Document) and includes group level
estimates from the following analysts: Arete Research Services (4
November 2019), Barclays (1 August 2019), Berenberg (9 August
2019), Credit Suisse (22 October 2019), Exane BNP Paribas (30
October 2019), HSBC (22 October 2019), Investec (18 September
2019), Jefferies (13 August 2019), Liberum (23 October 2019),
Macquarie (2 October 2019), Numis Securities (31 October 2019),
Peel Hunt (21 October 2019) and RBC Capital Markets (24 October
2019). Estimates from Goldman Sachs and UBS have been excluded from
the consensus as they are connected advisors to Just Eat. Estimates
from J.P. Morgan Cazenove and Morgan Stanley have been excluded as
they are connected advisors to Prosus. Estimates from Bank of
America Merrill Lynch have been excluded as they are a connected
advisor to Takeaway.com.
iii) the minimum 2019 group revenue estimate per the consensus
is GBP991 million, the maximum is GBP1,099 million, and the
arithmetic average is GBP1,034 million.
iv) the minimum 2020 group revenue estimate per the consensus is
GBP1,191 million, the maximum is GBP1,458 million, and the
arithmetic average is GBP1,279 million.
v) the minimum 2021 group revenue estimate per the consensus is
GBP1,341 million, the maximum is GBP1,892 million, and the
arithmetic average is GBP1,530 million.
vi) the minimum 2019 group EBITDA estimate per the consensus is
GBP107 million, the maximum is GBP196 million, and the arithmetic
average is GBP176 million.
vii) the minimum 2020 group EBITDA estimate per the consensus is
GBP196 million, the maximum is GBP282 million, and the arithmetic
average is GBP232 million.
viii) the minimum 2021 group EBITDA estimate per the consensus
is GBP247 million, the maximum is GBP451 million, and the
arithmetic average is GBP307 million.
ix) the minimum 2019 group EBITDA margin estimate per the
consensus is 10.2%, the maximum is 18.9%, and the arithmetic
average is 17.0%.
x) the minimum 2020 group EBITDA margin estimate per the
consensus is 14.9%, the maximum is 20.0%, and the arithmetic
average is 18.2%.
xi) the minimum 2021 group EBITDA margin estimate per the
consensus is 16.1%, the maximum is 23.8%, and the arithmetic
average is 20.0%.
xii) Group EBITDA margin is calculated as consensus group EBITDA
divided by consensus group revenue; and
xiii) in accordance with Rule 28.8(c) of the City Code, the
consensus estimates are not shown with the agreement or the
approval of Just Eat.
9. Just Eat's enterprise value / 2020 sales is based on Just
Eat's enterprise value of GBP5,007 million is calculated as Just
Eat's equity value of GBP5,038 million (based on total shares
outstanding of 682.8 million as per the Just Eat total voting
rights announcement dated 8 November 2019 and share price of
GBP7.38 as of 8 November 2019) plus net debt of GBP32 million, and
other adjustments of GBP(63) million. 2020 sales reflects the
arithmetic average broker consensus of GBP1,279 million as defined
above.
10. Takeaway.com all time high share price is based on EUR86.85
(30 August 2019) which is defined as the highest Close Price on any
given day after its first trading day following IPO on 30 September
2016.
11. Takeaway.com's enterprise value / 2020 sales is based on
Takeaway.com's enterprise value of EUR4,667 million is calculated
as Takeaway.com's equity value of EUR4,480 million (based on total
shares outstanding of 61.2 million as per the Takeaway.com Scheme
Document and share price of EUR73.20 as of 8 November 2019) plus
net debt of EUR166 million, and other adjustments of EUR21 million.
2020 sales reflects the arithmetic average broker consensus of
EUR554 million as defined above.
12. Delivery Hero's enterprise value / 2020 sales is based on
Delivery Hero's enterprise value of EUR7,208 million is calculated
as Delivery Hero's equity value of EUR8,599 million (based on total
shares outstanding of 194.8 million and share price of EUR44.13 as
at 8 November 2019) plus net debt of EUR(715) million, and other
adjustments of EUR(676) million. 2020 sales reflects the Capital IQ
broker consensus of EUR2,016 million.
13. Grubhub's enterprise value / 2020 sales is based on
Grubhub's enterprise value of US$3,604 million is calculated as
Grubhub's equity value of US$3,306 million (based on total shares
outstanding of 91.4 million and share price of US$36.19 as at 8
November 2019) plus net debt of US$186 million, and other
adjustments of US$112 million. 2020 sales reflects the Capital IQ
broker consensus of US$1,482 million.
[1] Based on broker consensus (see sources of information in
Appendix 1 for further detail).
[2] Based on EV / 2020 Revenue for the Online Food Delivery
Sector (see sources of information in Appendix 1for further
detail).
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
ODPBBBFTMBMBMRL
(END) Dow Jones Newswires
November 11, 2019 02:00 ET (07:00 GMT)