TIDMJE. TIDM0A28
RNS Number : 9470S
JUST EAT plc
11 November 2019
Just Eat plc
11 November 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. IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE
RELEASED, PUBLISHED, DISTRIBUTED, FORWARDED OR TRANSMITTED, IN
WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION,
INCLUDING THE UNITED STATES.
FOR IMMEDIATE RELEASE
Just Eat plc ("Just Eat")
Statement regarding offer from Prosus N.V.
Just Eat notes the announcement today by Prosus N.V. ("Prosus")
regarding the posting of an offer document containing the full
terms and conditions of its unsolicited cash offer to acquire the
entire issued and to be issued share capital of Just Eat for 710
pence per share (the "Prosus Offer"), which follows Prosus'
announcement on 22 October 2019 pursuant to Rule 2.7 of the City
Code on Takeovers and Mergers (the "Code").
The financial terms of the Prosus Offer are unchanged from those
contained in Prosus' announcement of 22 October 2019. The Board of
Just Eat (the "Board") continues to believe that the Prosus Offer
significantly undervalues Just Eat both on a standalone basis and
as part of the proposed recommended all-share combination with
Takeaway.com (the "Takeaway.com Combination"). Accordingly, the
Board continues to unanimously recommend that shareholders reject
the Prosus Offer.
The Board believes that Just Eat is a leading strategic asset in
the food delivery sector and the Prosus Offer fails to
appropriately reflect the quality of Just Eat and its attractive
assets and prospects, the benefits of first mover advantage in a
consolidating sector, and the significant future upside available
to Just Eat shareholders through remaining invested in Just Eat and
the Takeaway.com Combination.
The Board of Just Eat believes that the Takeaway.com Combination
is based on a compelling strategic rationale that will deliver a
number of strategic benefits and greater value creation to Just Eat
shareholders than the terms of the Prosus Offer. Accordingly, the
Board of Just Eat continues to unanimously recommend the
Takeaway.com Combination to Just Eat shareholders.
The Board will be writing to shareholders in accordance with the
Code within the next 14 days with its formal response to the Prosus
Offer, which will explain in detail its reasons for recommending
that Just Eat shareholders reject the Prosus Offer and support the
Takeaway.com Combination.
The Board unanimously recommends that Just Eat shareholders take
no action in relation to the Prosus Offer.
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) +44 (0) 20 7766 6900
Christian Maher
Marc Jones
Max Gilbert
UBS (Financial adviser and corporate broker to Just Eat) +44 (0) 20 7567 8000
Rahul Luthra
Craig Calvert
Sandip Dhillon
Brunswick Group LLP +44 (0) 20 7404 5959
Sarah West
David Litterick
James Baker
Further Information
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 Eat 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 located or resident in the
Restricted Jurisdictions, on Just Eat's website at
www.justeatplc.com, by no later than 12 noon (London time) on the
business day following the date of this announcement. 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.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions, including the United States, may be
restricted by law ("Restricted Jurisdictions"). Persons who are not
located or resident in the United Kingdom or who are subject to the
laws of other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless otherwise determined by Takeaway.com or required by the
City Code, and permitted by applicable law and regulation, the
Takeaway.com Offer will not be made, directly or indirectly, in,
into or from the United States or any other Restricted Jurisdiction
where to do so would violate the laws of that jurisdiction, and the
Takeaway.com Offer will not be capable of acceptance from or within
the United States or any other Restricted Jurisdiction where to do
so would violate the laws of that jurisdiction. Accordingly, copies
of this announcement and all documents relating to the Takeaway.com
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
the United States or any other Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction, and persons
receiving this announcement and all documents relating to the
Takeaway.com Offer (including custodians, nominees and trustees)
must not mail or otherwise distribute or send them in, into or from
such jurisdictions as doing so may invalidate any purported
acceptance of the Takeaway.com Offer.
The availability of the Takeaway.com Offer and the Prosus Offer
to Just Eat Shareholders who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which
they are resident. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable
requirements.
This announcement is not an offer of securities for sale in the
United States. Securities may not be offered or sold in the United
States absent registration with the United States Securities and
Exchange Commission or an exemption from registration. There will
be no public offering of these securities in the United States.
Securities to be issued pursuant to the Takeaway.com Offer have
not been, and will not be, registered under the US Securities Act
of 1933, as amended (the "US Securities Act") and may not be
offered, sold or resold except in transactions exempt from, or not
subject to, the registration requirements of the US Securities Act.
Such securities will only be made available in the United States to
qualified institutional buyers (as defined in Rule 144A under the
US Securities Act) or accredited investors (as defined in Rule
501(a) under the US Securities Act) in transactions that are exempt
from the registration requirements of the US Securities Act. Such
shareholders will be required to make such acknowledgements and
representations to, and agreements with, Takeaway.com as
Takeaway.com may require to establish that they are entitled to
receive such securities. A person who receives securities pursuant
to the Takeaway.com Offer may not resell such securities without
registration under the US Securities Act or without an applicable
exemption from registration or in a transaction not subject to
registration (including a transaction that satisfies the applicable
requirements of Regulation S under the US Securities Act).
Securities to be issued pursuant to the Takeaway.com Offer have
not been, and will not be, registered or qualified under the
securities laws of any state or jurisdiction in the United States
and, accordingly, will only be issued to the extent that exemptions
from the registration or qualification requirements of state "blue
sky" securities laws are available or such registration or
qualification requirements have been complied with.
For purposes of the US Securities Exchange Act of 1934, as
amended (the "US Exchange Act"), it is intended that the
Takeaway.com Offer will be made pursuant to Section 14(e) and
Regulation 14E under the US Exchange Act benefitting from
exemptions available to "Tier II" tender offers. Accordingly, the
Takeaway.com Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that may be different from those applicable under US
domestic tender offer procedures and law, and certain rules
applicable to tender offers made into the United States, including
rules promulgated under Section 14(d) of the US Exchange Act, do
not apply. In accordance with normal UK market practice and Rule
14e-5 under the US Exchange Act, Takeaway.com, certain affiliated
companies and its nominees, or its brokers (acting as agents) may
from time to time make certain purchases of, or arrangements to
purchase, Just Eat Shares, other than pursuant to the Takeaway.com
Offer, before or during the period in which the Takeaway.com Offer
remains open for acceptance. If such purchases or arrangements 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
the US Exchange Act. Any information about such purchases will be
disclosed as required in the United Kingdom.
The receipt of consideration by a US holder for the transfer of
its Just Eat Shares pursuant to the Takeaway.com Offer or the
Prosus 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
Takeaway.com Offer and Prosus Offer applicable to them, including
under applicable United States federal, state and local, as well as
non-US and other, tax laws.
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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(END) Dow Jones Newswires
November 11, 2019 03:51 ET (08:51 GMT)