Completion of Bookbuild for Placing and Open Offer
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS.
PLEASE SEE THE IMPORTANT NOTICE CONTAINED WITHIN THIS ANNOUNCEMENT.
Following this morning’s announcement (“the Placing and Open Offer Announcement”) JUST EAT plc (“JUST EAT” or the “Company”), the world’s leading online and mobile marketplace for takeaway food1, is pleased to confirm that the Joint Bookrunners have completed the Bookbuild for the Placing and Open Offer to finance JUST EAT’s proposed acquisition of the entire issued and outstanding capital stock of Menulog Group Limited (“Menulog”), which was announced on 8th May 2015, for a total cash consideration of A$855 million (£445 million2) (the “Acquisition”).
105,397,759 New Ordinary Shares under the Placing and Open Offer have been conditionally placed with institutional investors for a price of 425 pence per New Ordinary Share subject to clawback by Qualifying Shareholders under the terms of the Open Offer.
The Open Offer will therefore comprise, in aggregate, 105,397,759 New Ordinary Shares at an Issue Price of 425 pence per New Ordinary Share on the basis of 5 New Ordinary Shares for every 27 Existing Ordinary Shares.
The Issue Price of 425 pence per New Ordinary Share represents a discount of 2.3% to the closing price today (being the time the Issue Price was agreed).
The Placing and Open Offer remains conditional upon Admission becoming effective and the Placing Agreement becoming unconditional in all respects, and not having been terminated in accordance with its terms. Accordingly, if any such conditions are not satisfied or, if applicable, waived, the Placing and Open Offer will not proceed, any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant’s risk) in the case of Qualifying non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.
Three of the Company’s pre-IPO investors, The Sara Marron Discretionary Settlement (the “SM Trust”), Index Ventures and Vitruvian Partners (the “Major Shareholders”) have indicated that they do not currently intend to take up their entitlement under the proposed Placing and Open Offer. These shareholders hold between them approximately 43.67% of the Existing Ordinary Shares.
1 Source: Google Analytics
2 Exchange rate: A$1.92 / £1 from FactSet as at 7th May 2015
Subject to approval by the Financial Conduct Authority, a prospectus setting out further details of the Placing and Open Offer (including certain risk factors and actions to be taken by shareholders) is expected to be published by the Company on or about 22nd May 2015 (the "Prospectus"). A copy of the Prospectus will be available, once published, on the Company website at: http://www.just-eat.com.
This Announcement should be read in its entirety. In particular, your attention is drawn to the "Important Notice" section of this Announcement (which forms part of this Announcement).
Definitions used in this Announcement
Defined terms in this Announcement shall have the meaning ascribed to them in the Placing and Open Offer Announcement (as defined above) unless otherwise specified.
J.P. Morgan Cazenove is acting as Sole financial adviser in relation to the Acquisition, Sponsor and Joint Bookrunner in relation to the Placing and Open Offer and Corporate Broker to JUST EAT. Goldman Sachs International is acting as Joint Bookrunner in relation to the Placing and Open Offer and Corporate Broker to JUST EAT.
Expected timetable of principal events
Please note this timetable remains subject to change
|Record Date for entitlements under the Open Offer||6pm on 19th May 2015|
|Announcement of the Placing and Open Offer||21st May 2015|
|Announcement of Results of Placing and terms of the Open Offer||5pm 21st May 2015|
|Ex-entitlement date for the Open Offer||22nd May 2015|
|Publication of Prospectus and Application Forms (for Qualifying non-CREST Shareholders only)||22nd May 2015|
|Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders||26th May 2015|
|Latest recommended time and date for requesting withdrawal of Open Offer Entitlements from CREST||4:30pm on 2nd June 2015|
|Latest recommended time and date for depositing Open Offer Entitlements into CREST||3pm on 3rd June 2015|
|Latest time and date for splitting Application Forms (to satisfy bona fide market claims)||3pm on 4th June 2015|
|Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)||11am on 8th June 2015|
|Results of the Placing and Open Offer announced through a Regulatory Information Service||8am 9th June 2015|
|Admission and commencement of dealings in the New Ordinary Shares||8am on 11th June 2015|
|CREST stock accounts expected to be credited for the New Ordinary Shares in uncertificated form||8am on 11th June 2015|
|Expected date of completion of the Acquisition||15th June 2015|
|Share certificates for New Ordinary Shares expected to be despatched||19th June 2015|
This Announcement has been issued by, and is the sole responsibility of, JUST EAT plc (“JUST EAT”).
This Announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for New Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this Announcement is not for release, publication or distribution to persons in any of the Excluded Territories and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.
This Announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to purchase or subscribe for any Company securities in any of the Excluded Territories or the United States. The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, or otherwise transferred, 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 the New Ordinary Shares in any of the Excluded Territories or the United States.
The distribution of this Announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this Announcement and the Prospectus should not be distributed, forwarded to or transmitted in any of the Excluded Territories.
This Announcement does not constitute a recommendation concerning the Placing and Open Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove and Goldman Sachs International by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither J.P. Morgan Cazenove, Goldman Sachs International nor any of their respective affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this document, including its accuracy or completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing and Open Offer, the New Ordinary Shares or the Acquisition, and nothing in this document should be relied upon as a promise or representation in this respect, whether or not to the past or future. J.P. Morgan Cazenove, Goldman Sachs International and their respective affiliates, directors, officers, employees and advisers accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this document or any such statement.
J.P. Morgan Securities plc, which conducts its UK investment banking businesses as J.P. Morgan Cazenove is authorised in the UK by the Prudential Regulation Authority (“PRA”) and regulated in the UK by the PRA and the Financial Conduct Authority (“FCA”), is acting exclusively for JUST EAT and no one else in connection with the Placing and Open Offer and will not regard any other person as its respective clients in relation to the Placing and Open Offer and will not be responsible to any person other than JUST EAT for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matters referred to herein.
J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan Cazenove and is authorised and regulated in the UK by the FCA, is acting exclusively for JUST EAT and no one else in connection with the Acquisition and will not regard any other person as its respective clients in relation to the Acquisition and will not be responsible to any person other than JUST EAT for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to or any other matters referred to herein. For the purposes of this Announcement, references to “J.P. Morgan Cazenove” are to both J.P. Morgan Limited and/or J.P. Morgan Securities plc, as appropriate.
Goldman Sachs International, which is authorised in the UK by the PRA and regulated in the UK by the PRA and the FCA, is acting exclusively for JUST EAT and no one else in connection with the Placing and Open Offer and will not regard any other person as its respective clients in relation to the Placing and Open Offer and will not be responsible to any person other than JUST EAT for providing the protections afforded to clients of Goldman Sachs International, nor for providing advice in relation to any matters referred to herein.
Cautionary statement regarding forward-looking statements
This document contains forward-looking statements that involve substantial risks and uncertainties and actual results and developments may differ materially from those expressed or implied by these statements by a variety of factors. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as “believe”, “expects”, “may”, “will”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements speak only as at the date of this document. In addition, all projections, valuations and statistical analyses provided in this document may be based on subjective assessments and assumptions and may use among alternative methodologies that produce different results and should not be relied upon as an accurate prediction of future performance. Except as required by applicable law or regulation, none of the Company, it agents, employees or advisers undertakes any obligation to update or revise any forward-looking or other statements, whether as a result of new information, future developments or otherwise and none of the Company, J.P. Morgan Cazenove, Goldman Sachs International or their respective directors, officers, employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this document or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this Announcement.