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Statement Regarding Takeaway.Com N.V. Offer Document
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”)
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
STATEMENT REGARDING TAKEAWAY.COM N.V. (“TAKEAWAY.COM”) OFFER
DOCUMENT
The boards of Prosus N.V. (“Prosus”) and MIH Food Delivery Holdings B.V. (“MIH”) note the
publication of the offer document in respect of the Takeaway.com Offer, the financial terms of which
are unchanged from those contained in Takeaway.com’s announcement on 5 August 2019.
Prosus makes the following points in response to the Takeaway.com Offer:
• Prosus believes that Takeaway.com takes a narrow view of the Food Delivery sector based
principally on its experience in the Netherlands and Germany – markets that have so far
been relatively insulated from innovative global own-delivery competitors. On the other
hand, in the UK both Uber Eats and Deliveroo have been operating at scale for several
years, and consumers have come to expect superior restaurant selection and service
quality that Prosus believes would be difficult for Just Eat to match without substantial
investment and innovation.
• Takeaway.com continues to underestimate the scale of Just Eat’s required transformation
and the investment needed in own-delivery, marketing, product and technology. In
particular, Takeaway.com’s claim that it can achieve a meaningful own-delivery rollout with
no impact on the bottom line and through only tens of millions of investment is, in Prosus’s
view, unrealistic and demonstrates their lack of experience with the own-delivery business
model.
• The Takeaway.com Offer creates significant risks for Just Eat’s shareholders:
o Takeaway.com is trading at the highest valuation multiples amongst its peers.
Prosus believes that at these valuation levels there is little room for any slowdown
or missteps in execution.
o In the absence of required investment, Prosus believes that Just Eat’s operational
underperformance is likely to continue, putting the combined valuation under
pressure, as highlighted in a similar context in the US where Grubhub suffered a
43% share price decline in a day following its Q3 2019 results.
Prosus will continue to engage with Just Eat shareholders to outline its reasons for recommending
that Just Eat shareholders reject the Takeaway.com combination. Prosus urges Just Eat
shareholders to accept the Prosus Offer as soon as possible and, in any event, by no later
than the First Closing Date, being 1.00pm (London time) on 11 December 2019.
Bob van Dijk, CEO of Prosus, said:
“We are excited about the prospect of adding Just Eat to our portfolio of leading global Food
Delivery businesses and believe we are best positioned to address both the market opportunity and
the challenges facing the company. Prosus is at the forefront of the global transformation in Food
Delivery from marketplace to own-delivery and beyond, with the Food Delivery businesses in our
portfolio that are leaders in their markets delivering superior growth.
As a group, we have a proven track record in supporting the long-term growth and success of
companies that we invest in. As well as our ability to invest, we also bring the learning and expertise
we have gained over the past two decades across more than 120 countries and numerous leading
consumer internet businesses. We therefore believe that we are best positioned to help Just Eat
and its management team in the next phase of the company’s development.
Our cash offer provides compelling and certain value to shareholders at a premium to the
Takeaway.com Offer and removes the downside risk for Just Eat’s shareholders. Our offer also
reflects the substantial investment required in product, technology, marketing and own-delivery
capabilities to make the most of Just Eat’s long-term potential. We believe that the Takeaway.com
offer underestimates the substantial investment required in Just Eat to recapture market share and
improve performance in an increasingly competitive sector undergoing global transformation.”
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 +44 207 425 8000
Prosus and MIH)
Mark Rawlinson
Gergely Voros
Enrique Perez-Hernandez
Laurence Hopkins
Ben Grindley
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.
JSE sponsor: Investec Bank Limited
20 November 2019
Cape Town, South Africa
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 Offer and will not regard any other person as its client in
relation to the 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 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 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 announcement.
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 announcement 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 Offer or otherwise nor shall there be any sale, issuance or transfer of
any securities pursuant to the Offer in any jurisdiction in contravention of any applicable laws.
The Offer is 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 Offer is being implemented solely pursuant to the terms of the Offer Document (or, in the event
that the Offer is to be implemented by means of a Scheme, the Scheme Document), which, together
with the Form of Acceptance (in the case of certificated Just Eat Shares), contains the full terms
and conditions of the Offer, including details of how to accept the Offer. Just Eat Shareholders are
advised to read the Offer Document (including the related Form of Acceptance) (and/or, in the event
that the Offer is to be implemented by way of a Scheme, the Scheme Document) in full as it contains
important information in relation to the Offer. Any decision in respect of the Offer or other response
in relation to the Offer, by Just Eat Shareholders should be made only on the basis of the
information contained in those documents (and/or, in the event that the Offer is to be implemented
by way of a Scheme, the Scheme Document). Just Eat Shareholders are advised to read the formal
documentation in relation to the Offer carefully.
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 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 Offer or to accept or procure the acceptance of the 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 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 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 Offer applicable to him.
Unless otherwise determined by MIH or required by the City Code, and permitted by applicable law
and regulation, the 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 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 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 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 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 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 are contained in the Offer Document.
Notice to US investors
The 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 Exchange Act,
and Regulation 14E thereunder. The Offer is being made in the United States by MIH and no one
else.
The 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 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
Offer, before or during the period in which the Offer remains open for acceptance (or, if the 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.
The receipt of consideration by a US holder for the transfer of its Just Eat Shares pursuant to the
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 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.
Neither the US Securities and Exchange Commission nor any US state securities commission has
approved or disapproved the Offer, or passed upon the fairness of the Offer or passed upon the
adequacy or accuracy of this document. 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 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 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 Neptune 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain other information provided by
Just Eat Shareholders, persons with information rights and other relevant persons for the receipt
of communications from Just Eat may be provided to MIH during the Offer Period as required under
Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c) of the City Code.
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/Just Eat 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 document 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 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.
Date: 20/11/2019 12:30:00
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