Results of 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 CONTAINED IN THE PROSPECTUS. A COPY OF THE PROSPECTUS IS AVAILABLE FREE OF CHARGE ON THE COMPANY’S WEBSITE AT www.just-eat.com AND AT THE COMPANY’S REGISTERED OFFICE AT MASTERS HOUSE, 107 HAMMERSMITH ROAD, LONDON W14 0QH.
PLEASE SEE THE IMPORTANT NOTICE CONTAINED WITHIN THIS ANNOUNCEMENT.
On 21 May 2015, JUST EAT plc (“JUST EAT” or the “Company”), the world’s leading online and mobile marketplace for takeaway food1, announced its intention to raise approximately £445 million from the issuance of equity by way of a Placing and Open Offer. The proceeds will be used to finance JUST EAT’s proposed acquisition of the entire issued and outstanding capital stock of Menulog Group Limited, which is expected to complete on 15 June 2015.
The Open Offer closed at 11.00 a.m. on 8 June 2015 in accordance with its terms. The Company is delighted to announce that it has received valid acceptances under the Open Offer in respect of 43,559,798 New Ordinary Shares representing approximately 41.33% of the New Ordinary Shares available pursuant to the Open Offer. The remaining 61,837,961 New Ordinary Shares were taken up pursuant to the Placing. As stated in the Prospectus, the Company’s Major Shareholders (which held between them 42.97% of the Existing Ordinary Shares as at 20 May 2015) undertook to not take up their entitlement under the Open Offer.
The Placing and Open Offer remains conditional upon Admission becoming effective and the Sponsor and Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms. Application has been made to the FCA for the New Ordinary Shares to be admitted to listing on the premium listing segment of the Official List and to the London Stock Exchange for such shares to be admitted to trading on the Main Market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 11 June 2015.
New Ordinary Shares issued under the Placing and Open Offer in uncertificated form are expected to be credited to CREST accounts by 8.00 a.m. on 11 June 2015, and definitive share certificates for the New Ordinary Shares issued under the Placing and Open Offer in certificated form are expected to be despatched on or around 19 June 2015.
The Enlarged Share Capital of the Company following Admission will be 674,545,662 Ordinary Shares in aggregate. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.
1 Source: Google Analytics
This announcement should be read in conjunction with the full text of the Prospectus published by the Company on 22 May 2015 in connection with the Placing and Open Offer. Unless defined herein, capitalised terms used in this announcement shall have the meaning attributed to them in the Prospectus.
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.