AMSTERDAM–(BUSINESS WIRE)–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

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 £5.5 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 €71.00 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.”

1. 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 14e­5(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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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).

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.

Contacts

Enquiries:
Investor Enquiries
Eoin Ryan, Head of Investor Relations

+1 347 210 4305

Media Enquiries
Sarah Ryan, International Media Relations

Finsbury (PR adviser to Prosus)

+44 207 251 3801

J.P. Morgan Cazenove (Financial adviser to Prosus and MIH)
Charles Harman

Barry Weir

Bill Hutchings

James Robinson

Chris Wood

+44 20 7742 4000

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)
Rollo Head

Guy Lamming

+44 207 251 3801

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