31 Jan 2020 17:28
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FOR IMMEDIATE RELEASE
31 January 2020
Just Eat plc ("Just Eat")
Announcement of Intention to De-List and CMA update
On 19 December 2019, Takeaway.com N.V. (to be renamed Just Eat Takeaway.com N.V., "Takeaway.com") announced a final offer of 0.12111 Takeaway.com shares for each Just Eat share in relation to the proposed combination of Just Eat and Takeaway.com (the "Offer"). In the first offer document published by Takeaway.com in connection with the Offer on 20 November 2019 (the "Original Offer Document"), Takeaway.com stated that it intended to procure that Just Eat proceed with de-listing if the Offer became or was declared unconditional in all respects and once Takeaway.com had acquired or agreed to acquire issued share capital carrying 75 per cent. or more of the voting rights of Just Eat. This intention was unchanged under the terms of the revised offer document published by Takeaway.com on 20 December 2019.
Takeaway.com subsequently announced on 10 January 2020 that the Offer had become unconditional as to acceptances. Earlier today, Takeaway.com announced that the Offer had become unconditional in all respects (the "Wholly Unconditional Announcement"), and that Takeaway.com has acquired or agreed to acquire issued share capital carrying 92.2 per cent. of the voting rights of Just Eat. Accordingly, application has been made by Just Eat to the Financial Conduct Authority for the cancellation of the listing of Just Eat shares on the Official List of the Financial Conduct Authority (the "Official List") and for the cancellation of the admission to trading of the Just Eat shares on the London Stock Exchange's main market for listed securities.
Just Eat intends to apply for suspension of the listing of Just Eat shares on the Official List to effect at 7.30 a.m. on 3 February 2020, and anticipates that suspension of trading of Just Eat shares on the London Stock Exchange's main market for listed securities will occur prior to 8 a.m. on 3 February 2020. The notice period for the cancellation of the listing and admission to trading of Just Eat shares, as referred to on page 56 of the Original Offer Document, has begun, and cancellation of the listing of Just Eat shares on the Official List and cancellation of the admission to trading of Just Eat shares on the London Stock Exchange's main market for listed securities will take effect on 2 March 2020.
Update on investigation by the Competition and Markets Authority ("CMA")
Just Eat continues to believe in the benefits that the combination would bring for the business and its shareholders, representing an opportunity to create one of the leading online food delivery companies in the world with scale, strategic vision, industry-leading capabilities, leading positions in attractive markets and a diversified geographic presence. The company also remains confident that the merger would not result in a significant lessening of competition in the UK food delivery market.
In connection with its ongoing investigation into the Offer by the CMA, on 30 January 2020 the CMA imposed an Initial Enforcement Order ("IEO"), also known as a "hold separate" order which came into effect earlier today upon publication of the Wholly Unconditional Announcement, requiring the Just Eat and Takeaway.com businesses to continue to be run independently and under separate management until either the CMA's investigation has concluded or the CMA permits the order to be lifted or amended by derogation, if earlier.
Just Eat has built its business around providing world-class service to consumers and acknowledges the importance of the CMA's role in protecting their interests. Just Eat will fully abide by the CMA's order and will work with it in the course of the investigation.Following the issuance of the order, Just Eat Chairman Mike Evans and CFO Paul Harrison, who were due to take up positions as Chairman of the supervisory board and CFO and member of the management board of Takeaway.com respectively, have notified the CMA of their intention not to take up these roles for as long as the IEO is in force. They will remain in their positions on the Just Eat Board and continue to be fully focused on the further growth and development of Just Eat. Both continue to be available to assume their respective positions on the Boards of Just Eat Takeaway.com once the IEO has been lifted, subject to approval from shareholders. Peter Duffy has agreed to continue in his role as CEO during the period of inquiry.
Gwyn Burr, Senior Independent Non-Executive Director of Just Eat and Jambu Palaniappan, an Independent Non-executive Director of Just Eat, have been appointed to the Supervisory Board of Takeaway.com. However, to ensure compliance with the IEO, they will not assume any duties as members of the Supervisory Board of Takeaway.com N.V. until the IEO is lifted or, if earlier, where the CMA consents to a derogation permitting such directors to assume their duties.
Integration of the two businesses will only occur once the IEO has been lifted by the CMA or amended by way of derogation to allow this to occur.In the meantime, Just Eat remains a strong business with significant opportunities for further growth. Recent contract wins with McDonalds and Greggs prove the strength and success of the hybrid model and demonstrate that Just Eat enters 2020 with considerable momentum.
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)
Christian Maher +44 (0) 20 7766 6900
Marc Jones
Max Gilbert
UBS (Financial adviser and corporate broker to Just Eat)
Rahul Luthra +44 (0) 20 7567 8000
Craig Calvert
Sandip Dhillon
Christian Lesueur
Brunswick Group LLP +44 (0) 20 7404 5959
Sarah West
David Litterick
James Baker
About Just Eat
Just Eat plc (LSE: JE) operates a leading global hybrid marketplace for online food delivery. Headquartered in London, we use proprietary technology to offer a quick and efficient digital ordering service for over 28 million customers (excluding Brazil and Mexico) and more than 240,000 Restaurant Partners across the UK, Australia & New Zealand, Canada, Denmark, France, Ireland, Italy, Mexico, Norway, Spain, Switzerland and Brazil.
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 East 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.
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.