TIDMJE.
RNS Number : 5161A
Takeaway.com N.V.
22 January 2020
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
22 January 2020
Expected timetable for the recommended combination of Just Eat
and Takeaway.com
Takeaway.com N.V. (AMS: TKWY), hereinafter the "company", or
together with its group companies "Takeaway.com", the leading
online food delivery marketplace in Continental Europe, is pleased
to provide an update on the expected timetable of the Increased
Takeaway.com Offer.
Further to the company's announcement on 10 January 2020
declaring the Increased Takeaway.com Offer unconditional as to
acceptances, applications have been made for the admission of the
issued and to be issued ordinary shares in the share capital of
Takeaway.com (the "Shares") on the main market for listed
securities of the London Stock Exchange plc and the admission of
the new Shares issued pursuant to the Increased Takeaway.com Offer
on Euronext Amsterdam (the UK Admission and the NL Admission, as
defined in the Prospectus Supplement dated 30 December 2019). The
Admission Conditions (as defined below) are expected to be
satisfied on 24 January 2020, at which point the Increased
Takeaway.com Offer will become unconditional in all respects, and
trading in the issued Shares is expected to commence on or around
at 9.00 a.m. CET on 27 January 2020.
The company will be re-named "Just Eat Takeaway.com N.V." on 24
January 2020, and the Shares will trade under the ticker "JET" on
the main market for listed securities of the London Stock Exchange
plc, and will continue to trade under the ticker "TKWY" on Euronext
Amsterdam. Trading in the Company's shares will commence under the
new name Just Eat Takeaway.com with effect from 27 January
2020.
Only those Just Eat Shareholders who have validly accepted the
Increased Takeaway.com Offer by 2.00 p.m. CET on 23 January 2020
will participate in the initial settlement of New Takeaway.com
Shares on 31 January 2020. Just Eat Shareholders who have not
accepted the Increased Takeaway.com Offer are therefore urged to do
so as soon as possible in accordance with the instructions set out
in the Revised Offer Document (and, where applicable, the Revised
Form of Election).
Further details:
1. Admission Condition
The conditions of the Increased Takeaway.com Offer as relating
to admission (the "Admission Conditions") are defined as (i) the UK
Admission and the NL Admission of the Existing Takeaway.com Shares
and the New Takeaway.com Shares becoming effective, or (ii) the
FCA, the London Stock Exchange and Euronext Amsterdam having given
certain acknowledgements to Takeaway.com or its agent regarding the
UK Admission and NL Admission of the Existing Takeaway.com Shares
and the New Takeaway.com Shares.
2. Level of acceptances
On 10 January 2020, Takeaway.com had received valid acceptances
of the Increased Takeaway.com Offer in respect of 549,231,901 Just
Eat Shares, representing approximately 80.4 per cent. of the voting
rights of Just Eat.
The percentage of Just Eat Shares referred to on 10 January
2020, in respect of which valid acceptances have been received, is
based on a total of 683,096,963 Just Eat Shares in issue (excluding
shares held in treasury).
3. Continuation of Increased Takeaway.com Offer
The Increased Takeaway.com Offer will remain open for acceptance
until further notice, and not less than 14 calendar days' notice
will be given in respect of the closure of the Increased
Takeaway.com Offer.
Given that Takeaway.com has, by virtue of acceptances of the
Increased Takeaway.com Offer, acquired Just Eat Shares carrying
over 75 per cent. of the voting rights of Just Eat, an application
will be made to the London Stock Exchange plc for the cancellation
of the trading of Just Eat Shares on its main market for listed
securities and the FCA will be requested to cancel the listing of
Just Eat Shares on the Official List. The listing of Just Eat
Shares is expected to be cancelled before market open on 24
February 2020.
If Takeaway.com receives acceptances under the Increased
Takeaway.com Offer in respect of both 90 per cent. or more of the
Just Eat Shares, Takeaway.com intends to apply the provision of
sections 974 to 991 of the Companies Act to compulsorily acquire
("squeeze out") any outstanding Just Eat Shares to which the
Increased Takeaway.com Offer relates and in respect of which the
Increased Takeaway.com Offer has not been accepted. Any Just Eat
Shares compulsorily acquired will be acquired on the same terms as
the Increased Takeaway.com Offer.
Takeaway.com
Jitse Groen, CEO
Brent Wissink, CFO
Joerg Gerbig, COO
Investors:
Joris Wilton
E: Joris.Wilton@takeaway.com
T: +31 6 143 154 79
Media:
Charles Armitstead / Ben Foster +44 (0) 20 7096 3184
E: Takeaway@teneo.com
For more information please visit our corporate website:
https://corporate.takeaway.com
BofA Securities (Financial adviser to Takeaway.com)
Ference Lamp +44 (0) 20 7628 1000
Peter Luck
Geoff Iles
Kieran Millar
Gleacher Shacklock (Financial adviser to Takeaway.com)
Tim Shacklock +44 (0) 20 7484 1150
Dominic Lee
James Dawson
Lewis Robinson
About Takeaway.com
Takeaway.com is the leading online food delivery marketplace in
Continental Europe and Israel. The company is focused on connecting
consumers and restaurants through its platform. With nearly 50,000
connected restaurants, Takeaway.com offers consumers a wide variety
of food choice. Takeaway.com mainly collaborates with delivery
restaurants. In addition, Takeaway.com also provides restaurant
delivery services in 91 cities in ten countries for restaurants
that do not deliver themselves.
Founded in 2000, Takeaway.com has rapidly grown to become the
leading online food delivery marketplace of Continental Europe with
operations in the Netherlands, Germany, Belgium, Poland, Austria,
Israel, Switzerland, Luxembourg, Portugal, Bulgaria, and Romania.
In the twelve months ended 30 June 2019, Takeaway.com processed
more than 123 million orders from 16.7 million unique
consumers.
With approximately 4,500 employees, Takeaway.com processed
orders worth EUR2.3 billion and generated revenue of nearly EUR315
million in the twelve months ended 30 June 2019.
The company is listed on Euronext Amsterdam (AMS: TKWY).
Merrill Lynch International ("BofA Securities"), a subsidiary of
Bank of America Corporation, 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 Takeaway.com in connection with
the matters set out in this announcement and for no one else and
will not be responsible to anyone other than Takeaway.com for
providing the protections afforded to its clients or for providing
advice in relation to the Just Eat Takeaway.com Combination or any
other matters referred to in this announcement.
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Takeaway.com and no
one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than
Takeaway.com for providing the protections offered to clients of
Gleacher Shacklock or for providing advice in relation to the Just
Eat Takeaway.com Combination, the contents of this announcement or
any matters referred to herein.
Disclaimer
Forward Looking Statements
This announcement contains certain statements about Takeaway.com
and Just Eat that are or may be forward-looking statements,
including with respect to the Just Eat Takeaway.com Combination
involving Takeaway.com and Just Eat. Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on assumptions, expectations, valuations, targets,
estimates, forecasts and projections of Takeaway.com and Just Eat
about future events, and are therefore subject to risks and
uncertainties which could cause actual results, performance or
events to differ materially from those 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", "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.
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. Such risks and uncertainties include,
but are not limited to, the possibility that the Just Eat
Takeaway.com Combination will not be pursued or consummated,
failure to obtain necessary regulatory approvals or to satisfy any
of the other conditions to the Just Eat Takeaway.com Combination if
it is pursued, adverse effects on the market price of
Takeaway.com's or Just Eat's ordinary shares or the Takeaway.com
convertible bonds and on Takeaway.com's or Just Eat's operating
results because of a failure to complete the Just Eat Takeaway.com
Combination, failure to realise the expected benefits of the Just
Eat Takeaway.com Combination, negative effects relating to the
announcement of the Just Eat Takeaway.com Combination or any
further announcements relating to the Just Eat Takeaway.com
Combination or the consummation of the Just Eat Takeaway.com
Combination on the market price of Takeaway.com's or Just Eat's
ordinary shares or the Takeaway.com convertible bonds, significant
transaction costs and/or unknown liabilities, the Takeaway.com and
Just Eat group incurring and/or experiencing unanticipated costs
and/or delays (including IT system failures, cyber-crime, fraud and
pension scheme liabilities), general economic and business
conditions that affect the Takeaway.com and Just Eat group
following the consummation of the Just Eat Takeaway.com
Combination, changes in global, political, economic, business,
competitive, market and regulatory forces (including exposures to
terrorist activities, the repercussions of the UK's referendum vote
to leave the European Union, the UK's exit from the European Union
and Eurozone instability), future exchange and interest rates,
changes in tax laws, regulations, rates and policies, future
business combinations or disposals and competitive developments.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement.
Each forward-looking statement speaks only as of the date of
this announcement. Neither Takeaway.com nor Just Eat, nor any of
their respective associates or directors, officers or advisers,
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 UK City Code on Takeovers and
Mergers ("City Code"), the Listing Rules and the Disclosure
Guidance and Transparency Rules), neither the Takeaway.com group
nor the Just Eat 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.
Market share estimates contained in this announcement are based
on outside sources, such as specialised research institutes, in
combination with management estimates.
General
In accordance with Rule 26.1 of the City Code, a copy of this
announcement is also available, subject to certain restrictions
relating to persons located or resident in the Restricted
Jurisdictions (as defined below), including the United States, on
the website of Takeaway.com at https://corporate.takeaway.com. The
content of the websites referred to in this announcement are not
incorporated into and do not form part of this announcement.
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. The offer by Takeaway.com for Just Eat
is made solely by means of the Revised Offer Document and the
accompanying Form of Acceptance, which contain the full terms and
conditions of the Just Eat Takeaway.com Combination, including
details of how the offer may be accepted.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the announcement
published by Takeaway.com on 19 December 2019 in respect of its
increased and final offer.
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
offer by Takeaway.com for Just Eat 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 such 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 Just Eat Takeaway.com Combination 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 Just Eat
Takeaway.com Combination (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 Just Eat Takeaway.com Combination.
The availability of the Just Eat Takeaway.com Combination 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 Just Eat Takeaway.com
Combination have not been, and will not be, registered under the US
Securities Act of 1933, as amended ("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 Just Eat Takeaway.com Combination 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 Just Eat Takeaway.com
Combination 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 ("US Exchange Act"), it is intended that the Just Eat
Takeaway.com Combination 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
Just Eat Takeaway.com Combination 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 Just Eat
Takeaway.com Combination, before or during the period in which the
Just Eat Takeaway.com Combination remains open for acceptance.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. 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 Just Eat Takeaway.com
Combination 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 Just Eat
Takeaway.com Combination applicable to them, including under
applicable United States federal, state and local, as well as
non-US and other, tax laws.
No profit forecasts or estimates
Nothing in this announcement is intended as a profit forecast or
estimate for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
or dividend per share for Takeaway.com or Just Eat, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
or dividend per share for Takeaway.com or Just Eat, as
appropriate.
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
OUPFFFFVLDILFII
(END) Dow Jones Newswires
January 22, 2020 02:00 ET (07:00 GMT)
Just Eat (LSE:JE.)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Just Eat (LSE:JE.)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
