DISCLAIMER - IMPORTANT
Possible share offer (the “Possible Offer”) by Takeaway.com N.V. for Just Eat plc
You are attempting to enter the Microsite which is designated for the publication of electronic versions of materials relating to the Possible Offer.
ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE MICROSITE. THE MICROSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), “U.S. PERSONS”) OR PERSONS LOCATED OR RESIDENT IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE “UNITED STATES”), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH JUST EAT PLC REGARDS AS UNDULY ONEROUS.
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY TAKEAWAY.COM N.V. AND JUST EAT PLC RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Please read this notice carefully - it applies to all persons who view the Microsite and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time and should be read in full carefully each time you visit this part of the website. In addition, the contents of the Microsite may be amended at any time, in whole or in part, at our sole discretion.
Unless expressly set forth therein, nothing on the Microsite, nor anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the solicitation of any votes attaching to securities which are the subject of the Offer in the United States, Australia, Canada, Japan, New Zealand or South Africa. Potential users of this information are requested to inform themselves and to observe any such restrictions. Viewing the information in these materials may not be lawful in certain jurisdictions. In other jurisdictions, including the United States, only certain categories of person may be allowed to view this information.
Access to the Microsite
To allow you to view the Information, you must read this notice in its entirety and then click “CONFIRM”. If you are unable to confirm you must click “DECLINE”.
Viewing the Information you are seeking to access may not be lawful in certain jurisdictions (“Restricted Jurisdictions”) and, except as expressly contemplated herein, the Information contained herein is not for publication or distribution, directly or indirectly, to U.S. Persons or in or into the United States, Australia, Canada, Japan, New Zealand, South Africa or any other Restricted Jurisdiction. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.
U.S. Persons and persons located or resident in the United States will only be permitted to participate in the Possible Offer upon establishing, to Takeaway.com’s satisfaction (in its sole discretion), their eligibility to receive securities by duly completing and returning to Takeaway.com a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (“Rule 144A”) (“QIBs”)) and an “accredited investor” (as defined in Rule 501(a) under the Securities Act) (“AI”)) eligibility questionnaire and acknowledgement available from Takeaway.com.
If you are not a resident of or located in the United States or another Restricted Jurisdiction, you may access any communication or document in relation to the Possible Offer but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Offer by virtue of applicable laws or regulatory requirements, please exit this Microsite.
The Possible Offer is being made to acquire the securities of an English company and is subject to UK disclosure requirements, which differ from the disclosure requirements in the United States. Also, the financial information included in this Microsite has been prepared in accordance with the accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for U.S. holders of Just Eat plc shares to enforce their rights and claims arising out of the US federal securities laws, since Takeaway.com N.V. and Just Eat plc are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of Just Eat plc shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.
Any Securities referred to in the Information have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into 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 any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.
Basis of access
The Information is made available in good faith and does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Possible Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Information has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers and the Information may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and Just Eat plc has, and accepts, no responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
Similarly, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent in or into a restricted jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a restricted jurisdiction.
If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither Takeaway.com N.V. nor any of its advisors nor Just Eat plc nor any of its advisers, assumes any responsibility for any violation by any person of any of these restrictions.
In relation to any document, announcement or information contained in the Microsite, the only responsibility accepted by the directors of Just Eat plc is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of Just Eat plc, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to this Microsite by a third party.
The Information (including information incorporated by reference) in this Microsite may contain forward-looking statements regarding the current expectations of the management of Just Eat plc, business strategy, plans and objectives of management for future operations and are naturally subject to uncertainty and changes in circumstances. All statements other than statements of historical facts included in any document may be forward looking statements. Forward-looking statements also often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “target”, “may”, “should”, “will” and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and readers are cautioned not to place undue reliance on such statements. These forward-looking statements speak only as of the date of the respective documents. Just Eat plc expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Acceptance of Disclaimer
Electronic versions of the Information are not directed at or accessible by persons resident in any restricted jurisdiction. Accordingly, you may only access the Microsite if you are able to provide the below confirmations. If you are resident or located in any restricted jurisdiction, you must click on the relevant box below in order to exit the Microsite.
Confirmation of understanding and acceptance
In order to view the Information on the Microsite, please click on the “CONFIRM” box below. By clicking on the “CONFIRM” box below, you are making the following confirmations:
- I have read and understood the notice set out above and agree to be bound by its terms.
- I certify that:
- I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information on the Microsite does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a restricted jurisdiction; or
- If a U.S. Person or located or resident in the United States:
- (A) I am a “qualified institutional buyer” as defined in Rule 144A or an “accredited investor” as defined in Rule 501(a) under the Securities Act. Further, if I am acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB or AI, (b) I have investment discretion with respect to each account, and (c) I have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account. I acknowledge that the materials relate to a transaction that is not subject to, or is only available in the United States pursuant to an exemption from, the registration requirements of the Securities Act; or
- (B) I am a shareholder of Just Eat who is not a QIB or an AI, and I acknowledge and agree that under the terms of the Possible Offer (if made) I will not be eligible to be issued with any securities.
- I agree that I will not copy, forward, transfer or distribute (by any means including by electronic transmission) any documents included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
- I represent and warrant to Just Eat plc that I intend to access this Microsite for information purposes only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities.
If you are not able to give these confirmations (as applicable), we cannot provide you with the Information on the Microsite and you should click on the “DECLINE” box below.