TIDMNPSN
RNS Number : 5378X
Naspers Limited
19 December 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
FOR IMMEDIATE RELEASE
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
("Naspers")
19 December 2019
FINAL INCREASED CASH OFFER
for
JUST EAT PLC
by
PROSUS N.V.
through its wholly-owned indirect subsidiary MIH Food Delivery
Holdings B.V.
MIH FOOD DELIVERY HOLDINGS B.V. IS SEEKING TO MAKE MARKET
PURCHASES AT UP TO 800 PENCE PER JUST EAT SHARE. ELIGIBLE
SHAREHOLDERS OUTSIDE THE UNITED STATES
INTERESTED IN SELLING JUST EAT SHARES SHOULD CONTACT J.P. MORGAN
CAZENOVE / MORGAN STANLEY (USING THE CONTACT DETAILS BELOW)
1. Final Increased Cash Offer
Prosus N.V. (Prosus) is pleased to announce the terms of an
increased and final cash offer by its wholly-owned indirect
subsidiary MIH Food Delivery Holdings B.V. (MIH) for the entire
issued and to be issued share capital of Just Eat plc (Just Eat)
(the Final Increased Offer).
Under the terms of the Final Increased Offer, Just Eat
Shareholders will be entitled to receive:
800 pence in cash for each Just Eat Share
The terms of the Final Increased Offer value the entire issued
and to be issued ordinary share capital of Just Eat at
approximately GBP5.5 billion and represent a premium of
approximately:
-- 36 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 Offer Announcement);
-- 35 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 Offer Announcement); and
-- 26 per cent. to the Closing Price of 636 pence per Just Eat
Share on 26 July (being the last Business Day before the
commencement of the Offer Period).
The financial terms of the Final Increased Offer are final and
will not be increased. The closing date of the Final Increased
Offer has been extended to 1.00 p.m. on 10 January 2020 and will
not be extended beyond that time (save with Panel consent).
Save as set out in this announcement, the Final Increased Offer
is subject to the same terms and conditions as the Increased Offer.
The Final Increased Offer is a revision to the Increased Offer and
should be construed accordingly.
Just Eat Shareholders are urged to accept the Final Increased
Offer as soon as possible and, in any event, by no later than 1.00
p.m. (London time) 10 January 2020.
Commenting on the Final Increased Offer, Bob van Dijk, the Group
CEO of Prosus said:
"We have been very clear from the beginning about our ambition
to build the world's leading Food Delivery business. The
acquisition of Just Eat, which brings its portfolio of good market
positions, would be a meaningful step in realising this goal.
Following extensive discussions with Just Eat's and Prosus's
shareholders, we have decided to make a final increase in our cash
offer to 800p per share. This level delivers outstanding and
certain value to Just Eat shareholders while also providing an
appropriate return for our own shareholders, given strong levels of
competition and significant investment required to reinvigorate
growth. We urge Just Eat shareholders to accept this final offer
and bring the uncertainty around Just Eat's future to a close."
2. MIH seeking to acquire Just Eat Shares
MIH is seeking to make market purchases of Just Eat Shares at a
price of up to 800 pence per share.
Eligible Just Eat Shareholders, who are institutional investors
outside the United States, interested in selling their shares at
the price of up to 800 pence per Just Eat Share should contact J.P.
Morgan Cazenove / Morgan Stanley (using their normal sales and
trading contacts), who have authority from Prosus and MIH to
purchase Just Eat Shares other than pursuant to the Offer such as
in the open market or through privately negotiated purchases. Such
purchases shall comply with the City Code, the rules of the London
Stock Exchange and Rule 14e-5(b) under the US Exchange Act.
Information about such purchases will be disclosed as and if
required by applicable securities laws. Retail investors should
contact their broker.
Due to regulatory requirements, MIH is unable to purchase Just
Eat Shares from shareholders incorporated or located in the United
States, or where the Just Eat Shares would be sold from the United
States.
3. Overview of the Final Increased Offer
Following further investor engagement, and in the context of
strong equity market performance and consolidation in the sector
since Prosus's Increased Offer, Prosus is today pleased to announce
a Final Increased Offer of 800 pence in cash per Just Eat
Share.
The Final Increased Offer represents a compelling proposition
for Just Eat Shareholders with the certainty of a cash exit at a
substantial premium to Just Eat's unaffected share price and to the
value of the Takeaway.com Offer.
The Final Increased Offer represents a premium of 36 per cent to
Just Eat's Closing Price on 21 October 2019 (the last Business Day
before the date of the Prosus Offer Announcement), which already
includes a premium from the Takeaway.com's Offer and which Prosus
believes compares favourably with precedent premia for such
transactions in a UK context.
While Prosus believes Just Eat is an attractive business with
strong long-term potential, its historically strong market
positions are being eroded by intensifying competition. Prosus is
the right owner for Just Eat and intends to provide the necessary
investment in product, technology, marketing and own-delivery
capabilities to enable Just Eat to shift to an own-delivery focused
hybrid model, protect its market positions, and capitalise on its
long-term opportunity. Prosus benefits from a long and successful
track record of investing in and building out market-leading hybrid
and own-delivery businesses.
The Offer is an important step towards achieving Prosus's
ambition to build the world's leading Food Delivery business and is
the logical next step for Prosus's and Just Eat's partnership in
iFood. Prosus has the conviction and financial resources to help
Just Eat achieve its long-term potential, whilst also targeting an
appropriate risk adjusted return on invested capital for Prosus
shareholders.
Prosus believes that the proposed combination with Takeaway.com
will not address Just Eat's issues and carries significant risk for
Just Eat Shareholders. In the context of slowing organic growth,
Takeaway.com's share price is at an all-time high and trading on a
revenue multiple 3 times higher than Just Eat's own unaffected
multiple.
Takeaway.com has limited experience in competing against
own-delivery players operating at scale. Furthermore,
Takeaway.com's management lacks experience of operating
own-delivery operations at scale, and has repeatedly stated that it
believes own-delivery to be an inferior business model that cannot
be profitable. Prosus believes Takeaway.com will not be able to
support Just Eat in competing effectively in many of Just Eat's
core markets including the UK where Uber Eats and Deliveroo have
been operating at scale for years with large and growing market
share.
Prosus believes that it is the right owner for Just Eat and
Prosus's Final Increased Offer provides compelling and certain
value to Just Eat Shareholders at a further premium to
Takeaway.com's all-share offer, which comes with significant
risk.
Prosus urges Just Eat Shareholders to accept the Final Increased
Offer as soon as possible and, in any event, by no later than 1.00
p.m. (London time) 10 January 2020.
4. Financing of the Final Increased Offer
The cash consideration payable by MIH pursuant to the Final
Increased Offer will be financed: (a) by a bridge loan agreement
with J.P. Morgan Chase Bank, N.A., London Branch, BNP Paribas
Fortis SA/NV, Citibank, N.A., London Branch, Citibank, N.A., Jersey
Branch, Deutsche Bank Luxembourg S.A., Morgan Stanley Senior
Funding, Inc. and Intesa Sanpaolo S.p.a., Filiale Frankfurt am Main
as original lenders, providing for a term loan bridge facility; and
(b) from the existing cash resources of Prosus.
J.P. Morgan Cazenove, as financial adviser to Prosus and MIH, is
satisfied that the resources available to MIH are sufficient to
enable it to satisfy in full the cash consideration payable to Just
Eat Shareholders under the terms of the Final Increased Offer.
5. How to accept the Final Increased Offer
A revised offer document (the Final Increased Offer Document)
containing the full terms of, and conditions to, the Final
Increased Offer together with the associated revised form of
acceptance (the Third Form of Acceptance) will be posted to Just
Eat Shareholders and be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
Prosus's website at www.prosus.com/investors/justeat, in due
course.
Just Eat Shareholders wishing to accept the Final Increased
Offer in respect of certificated Just Eat Shares should complete
either: (a) the Second Form of Acceptance accompanying the
Increased Offer Document; or (b) the Third Form of Acceptance which
will accompany the Final Increased Offer Document in due course.
The relevant form of acceptance should be completed, signed and
returned to Computershare at Corporate Actions Projects, Bristol,
BS99 6AH or by hand to Computershare, The Pavilions, Bridgwater
Road, Bristol, BS13 8AE, as soon as possible but in any event so as
to be received by not later than 1.00 p.m. (London time) on 10
January 2020.
Just Eat Shareholders wishing to accept the Final Increased
Offer in respect of uncertificated Just Eat Shares, should do so
electronically through CREST by no later than 1.00 p.m. (London
time) on 10 January 2020. If you are a CREST sponsored member, you
should refer to your CREST sponsor as only your CREST sponsor will
be able to send the necessary TTE Instruction to Euroclear.
Just Eat Shareholders who have previously accepted the Offer or
the Increased Offer will automatically be deemed to have accepted
the terms of the Final Increased Offer by virtue of their prior
acceptance and do not need take any further action.
If you have any questions relating to this announcement or the
Final Increased Offer Document, please contact 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).
Just Eat Shareholders are urged to accept the Final Increased
Offer as soon as possible and, in any event, by no later than 1.00
p.m. (London time) on 10 January 2020.
Just Eat Shareholders who have accepted the Takeaway.com Offer
should be aware that if the Takeaway.com Offer has not become or
been declared unconditional as to acceptances by 1.00 p.m. on 1
January 2020, they can withdraw their acceptance of the
Takeaway.com Offer and accept the Final Increased Offer.
6. Level of acceptances and disclosure of interests in relevant securities
As at 1.00 p.m. on 19 December 2019, MIH had received valid
acceptances of the Increased Offer in respect of 44,718 Just Eat
Shares representing approximately 0.0065 per cent. of the current
issued share capital of Just Eat, all of which may count towards
the Acceptance Condition. MIH does not own any Just Eat Shares.
The percentages of Just Eat Shares referred to in this
announcement are based on a figure of 682,985,706 Just Eat Shares
in issue on 18 December 2019.
7. General
The Final Increased Offer will be subject to the terms and
conditions set out in the Final Increased Offer Document. The
Original Offer Document and the Increased Offer Document will
remain available, subject to certain restrictions relating to
persons resident in certain jurisdictions, on Prosus's website at
www.prosus.com/investors/justeat. The contents of Prosus's website
are not incorporated into and do not form part of this
announcement.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the offer document
published on 10 December 2019 in respect of the Increased Offer
(including words or expressions defined in that document by
reference to the Original Offer Document).
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.
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 Final
Increased Offer and will not regard any other person as its client
in relation to the Final Increased 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 Final Increased 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 Final Increased 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 Increased Offer. 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 Increased
Offer 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 Final
Increased Offer or otherwise nor shall there be any sale, issuance
or transfer of any securities pursuant to the Final Increased Offer
in any jurisdiction in contravention of any applicable laws.
The Final Increased Offer will be 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 Final Increased Offer will be being implemented solely
pursuant to the terms of the Final Increased Offer Document, which
will contain further information about the Final Increased
Offer.
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 Final Increased 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 Final Increased
Offer or to accept or procure the acceptance of the Final Increased
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 Final Increased 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 Final Increased 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 Final
Increased Offer applicable to him.
Unless otherwise determined by MIH or required by the City Code,
and permitted by applicable law and regulation, the Final Increased
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 Final Increased 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 Final Increased 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 Final Increased 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 Final Increased 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 Final Increased 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 is contained in the Offer Document dated
11 November 2019.
Notice to US investors
The Final Increased 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 US Exchange Act, and Regulation 14E thereunder. The Final
Increased Offer is being made in the United States by MIH and no
one else. None of J.P. Morgan Cazenove, Morgan Stanley or any of
their respective affiliates will be making the Final Increased
Offer in or outside the United States.
The Final Increased 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 Final Increased 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 Final Increased Offer, before or
during the period in which the Final Increased Offer remains open
for acceptance (or, if the Final Increased 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.
In relation to MIH's intention to buy Just Eat Shares in the
market outside the Final Increased Offer, MIH and its affiliates
and brokers cannot purchase Just Eat Shares from Just Eat
Shareholders incorporated or located in the United States or where
the Just Eat Shares would be sold from the United States. Any
purchases will be made to the extent permitted by, and in
compliance with Rule 14e-5(b) under the US Exchange Act and in
compliance with the City Code.
Financial information included in this announcement, the Offer
Document dated 11 November 2019 and the Revised Offer Document has
been or will have 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 Final Increased 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 Final Increased 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. There is substantial doubt as to the enforceability
in the United Kingdom of original actions, or of actions for
enforcement of judgments of US courts, based on civil liability
provisions of US federal securities laws and judgments of a US
court.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Final
Increased Offer, or passed upon the fairness of the Final Increased
Offer or passed upon the adequacy or accuracy of this announcement.
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 US 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 Final
Increased 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.
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 announcement 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 Final Increased 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 I
Sources and Bases
(a) All prices and Closing Prices for Just Eat Shares are
closing middle market quotations derived from the London Stock
Exchange Daily Official List (SEDOL).
(b) All prices and Closing Prices for Takeaway.com Shares are
closing middle market quotations derived from the Euronext
Amsterdam Daily Official List.
(c) The aggregate value of the Final Increased Offer
consideration of approximately GBP5.5 billion is calculated by
multiplying the offered amount of 800 pence in cash per Just Eat
Share by Just Eat's fully diluted share capital (as referred to
below).
(d) The fully diluted share capital of Just Eat is 687,107,905
shares (as published by Takeaway.com in its circular to
shareholders dated 9 December 2019).
(e) The strong equity market performance since Prosus's
Increased Offer refers to the 4.2% increase in the FTSE 100 from
market close on 6 December 2019 to the market close on 18 December
2019 (the last practicable date prior to the publication of this
announcement).
(f) Takeaway.com's slowing organic order growth is illustrated
by an order growth of 21 per cent in Q3 2019 vs 22 per cent in H1
2019 in Germany and an order growth of 15 per cent in Q3 2019 vs 18
per cent in H1 2019 in the Netherlands.
(g) Takeaway.com all time high share price is based on EUR 88.90
(on 18 December 2019) which is defined as the highest close price
on any given day after its first trading day following IPO on 30
September 2016.
(h) Takeaway.com broker consensus is based on the following:
i. Takeaway.com consensus comprises all analyst notes available
to Prosus since 31 July 2019 (the date of Takeaway.com's H1 2019
results statement) as at 18 December 2019 (the last practicable
date prior to the publication of this announcement) and includes
group level estimates from the following analysts: Barclays (9
October 2019), Credit Suisse (19 November 2019), Deutsche Bank (9
October 2019), Exane BNP Paribas (26 November 2019), HSBC (23
October 2019), ING Bank (2 December 2019), Jefferies (9 October
2019), Macquarie, (18 October 2019) and RBC Capital Markets (9
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;
ii. the minimum 2020 group revenue estimate per the consensus is
EUR508.6 million, the maximum is EUR589.0 million, and the
arithmetic average is EUR556.0 million; and
iii. in accordance with Rule 28.8(c) of the City Code, the
consensus estimates are not shown with the agreement or the
approval of Takeaway.com.
(i) Takeaway.com's enterprise value / 2020 revenue of 10.2x is
based on Takeaway.com's enterprise value of EUR5,655 million is
calculated as Takeaway.com's equity value of EUR5,468 million
(based on total shares outstanding of 61.5 million as per
Takeaway.com's circular to shareholders published on 9 December
2019 and share price of EUR88.90 as at 18 December 2019 plus net
debt of EUR166 million, and other adjustments of EUR21 million.
2020 revenue reflects the arithmetic average broker consensus of
EUR556.0 million as defined above
(j) Just Eat broker consensus as at 26 July 2019 is based on the following:
i. Just Eat consensus comprises all analyst notes available to
Prosus since 6 March 2019 (the date of Just Eat's FY 2018 Results
statement) as at 26 July 2019 (the unaffected date) and includes
group level estimates from the following analysts: Barclays (9 July
2019), Berenberg (8 July 2019), Exane BNP Paribas (16 July 2019),
Investec (26 April 2019), Liberum (19 July 2019), Macquarie (26
April 2019), Peel Hunt (23 July 2019) and RBC Capital Markets (3
July 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;
ii. the minimum 2020 group revenue estimate per the consensus is
GBP1,247 million, the maximum is GBP1,458 million, and the
arithmetic average is GBP1,301 million; and
iii. 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.
(k) Just Eat's enterprise value / 2020 revenue of 3.4x as at 26 July 2019 is based on:
i. Just Eat's enterprise value of approximately GBP4,425 million
is calculated as Just Eat's equity value of approximately GBP4,370
million (based on total shares outstanding of 687 million as per
the Just Eat H1 2019 report and share price of GBP6.36 as at 26
July 2019) plus net debt of GBP118 million, and other adjustments
of GBP(63) million; and
ii. 2020 revenue reflects the arithmetic average broker
consensus of GBP1,301 million as defined above.
(l) The statement that Takeaway.com is currently trading on a
revenue multiple 3.0 times Just Eat's own unaffected multiple is
based on Takeaway.com's current multiple of 10.2x as defined above,
divided by Just Eat's unaffected multiple of 3.4x.
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
OUPFMMMZDLKGLZM
(END) Dow Jones Newswires
December 19, 2019 10:20 ET (15:20 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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