Foreign Investment Review Board (FIRB) Announcement
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.
PLEASE SEE THE IMPORTANT NOTICE CONTAINED WITHIN THIS ANNOUCEMENT.
FOREIGN INVESTMENT REVIEW BOARD APPROVAL OF PROPOSED ACQUISITION OF MENULOG GROUP LIMITED
Just Eat plc, the world’s leading online and mobile marketplace for takeaway food, is pleased to announce it has received notification from the Foreign Investment Review Board (“FIRB”) that the Australian Treasurer has no objections to JUST EAT’s proposed acquisition of the entire issued and outstanding capital stock of Menulog Group Limited (“Menulog”) for a total cash consideration of A$855 million (£445 million2) (the “Acquisition”).
As mentioned in the press release dated 8 May 2015, it is currently expected that the consideration will be financed from a proposed equity fundraising in the form of a placing and open offer (the “Equity Fundraising”). The Equity Fundraising will be launched in due course. Please also refer to the Important Notice in Appendix I to this announcement.
J.P. Morgan Cazenove is acting as Sole Financial Adviser in relation to the Acquisition, sponsor and joint bookrunner in relation to the Equity Fundraising and Corporate Broker to JUST EAT. Goldman Sachs International is acting as joint bookrunner in relation to the Equity Fundraising.
1 Source: Google Analytics
2 Exchange rate: A$1.92 / £1 from FactSet as at 7 May 2015
APPENDIX I – IMPORTANT NOTICE
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 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 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.
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.
Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove or 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 Equity Fundraising, the New 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 disclaim 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 or they 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 Equity Fundraising and will not regard any other person as its respective clients in relation to the Equity Fundraising 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 Equity Fundraising and will not regard any other person as its respective clients in relation to the Equity Fundraising 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 the presentation.
APPENDIX II – DEFINITIONS / GLOSSARY
|Acquisition||the proposed acquisition of Menulog by JUST EAT, pursuant to the Share Purchase Agreement|
|Company or JUST EAT||JUST EAT plc, a public limited company incorporated under the laws of England and Wales|
|Equity Fundraising||the proposed fundraising by way of an issue of equity in the Company, currently expected to take the form of a placing and open offer|
|Excluded Territories||Australia, Canada, Japan, South Africa and the United States and any other jurisdiction where the availability of the Equity Fundraising would breach any applicable law|
|Financial Adviser||J.P. Morgan Limited|
|FCA||the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA|
|FIRB||Foreign Investment Review Board|
|FSMA||the Financial Services and Markets Act 2000, as amended|
|Goldman Sachs International||Goldman Sachs International|
|J.P. Morgan Cazenove||J.P. Morgan Securities plc in its capacity as Sponsor, Joint Bookrunner and Broker or J.P. Morgan Limited in its capacity as Financial Adviser, as the context requires|
|Menulog||Menulog Group Limited (ACN 603 840 820)|
|Listing Rules||the listing rules of the FCA|
|London Stock Exchange||London Stock Exchange plc|
|New Shares||new Shares to be issued pursuant to the Equity Fundraising|
|PRA||Prudential Regulation Authority|
|Prospectus||the prospectus to be issued by the Company in due course subject to receipt of approval from FIRB in respect of the Equity Fundraising, together with any supplements or amendments thereto|
|Securities Act||the U.S. Securities Act of 1933, as amended|
|Share||an ordinary share of 1p each in the capital of the Company having the rights set out in the Articles of Association of the Company|
|Shareholders||holders of Shares|
|UK or United Kingdom||the United Kingdom of Great Britain and Northern Ireland|
|United States or U.S.||the United States of America, its territories and possessions, any state of the United States and the District of Columbia|