3 Apr 2014 13:22
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is not an offer of securities for sale in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus intended to be published by JUST EAT plc ("JUST EAT" or the "Company" and together with its subsidiaries, the "Group") in due course in connection with the proposed admission of its ordinary shares (the "Ordinary Shares") to trading on the High Growth Segment of the Main Market of the London Stock Exchange. Copies of the Prospectus will, following publication, be available for inspection from the Company's registered office at Masters House, 107 Hammersmith Road, London W14 0QH and from the Company's website www.just-eat.com.
FOR IMMEDIATE RELEASE
3 April 2014
JUST EAT plc
Publication of Prospectus
JUST EAT has today published a prospectus (the "Prospectus") in connection with the admission of the Company's Ordinary Shares to trading on the High Growth Segment of the Main Market of the London Stock Exchange.
The Prospectus has been approved by the UK Listing Authority. Copies of the Prospectus are available free of charge during normal business hours from the registered office of the Company at Masters House, 107 Hammersmith Road, London W14 0QH and will shortly be made available for inspection on the website of the Company (www.just-eat.com).
The Prospectus has also been submitted to the National Storage Mechanism and will shortly be available at www.morningstar.co.uk/uk/NSM.
ENQUIRIES
JUST EAT: +44 (0) 20 3667 6900
David Buttress, Group Chief Executive Officer
Michael Wroe, Group Chief Financial Officer
Frank McGlade, Head of Corporate Communications
Goldman Sachs International: +44 (0) 20 7774 1000
Joint Global Co-ordinator and Joint Bookrunner
Anthony Gutman, Richard Cormack, Nick Harper, Clif Marriott
J.P. Morgan Cazenove: +44 (0) 20 7742 7000
Joint Global Co-ordinator, Key Adviser and Joint Bookrunner
Jonathan Wilcox, Greg Chamberlain, James Taylor, Markus Boser
Oakley Capital Limited: +44 (0) 20 7766 6900
Co-lead Manager
Christian Maher, Oksana Stowe
Brunswick Group LLP: +44 (0) 20 7404 5959
Public Relations Advisers to JUST EAT
Sarah West, Justine McIlroy, James Olley, Natalia Dyett
Torch Partners: +44 (0) 20 7227 8830
Advisers to JUST EAT
Simon Carmichael, Huw Lloyd
Important notice
Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of Ordinary Shares in the United States.
The Ordinary Shares have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of Ordinary Shares in Australia, Canada, Japan or South Africa or elsewhere.
This announcement is not an offer of Ordinary Shares for sale in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus intended to be published by JUST EAT in due course in connection with the proposed admission of its ordinary shares to trading on the High Growth Segment of the Main Market of the London Stock Exchange. Copies of the Prospectus will, following publication, be available for inspection from the Company's registered office at Masters House, 107 Hammersmith Road, London W14 0QH and from the Company's website www.just-eat.com.
This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC, as amended, and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive. Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with such persons. In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with such persons. This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
Any purchase of Ordinary Shares in the Offer should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Offer. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. None of JUST EAT, Goldman Sachs or J.P. Morgan undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of JUST EAT to proceed with the Offer or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
This announcement does not constitute a recommendation concerning the Offer. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus, when published. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. There is no guarantee that Admission will occur and you should not base your financial decisions on JUST EAT's intentions in relation to Admission at this stage. Potential investors should consult a professional advisor as to the suitability of the Offer for the entity concerned.
Goldman Sachs and J.P. Morgan Cazenove, each of which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA"), and Oakley, which is authorised and regulated by the FCA, are acting exclusively for JUST EAT and no-one else in connection with the Offer. They will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than JUST EAT for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, each of Goldman Sachs, J.P. Morgan Cazenove and Oakley and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of JUST EAT or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Goldman Sachs, J.P. Morgan Cazenove, Oakley or any of their respective affiliates acting as investors for their own accounts. Goldman Sachs, J.P. Morgan Cazenove and Oakley and their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of Goldman Sachs, J.P. Morgan Cazenove, Oakley or any of their respective affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to JUST EAT, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.