TIDMNPSN
RNS Number : 3245W
Naspers Limited
10 December 2019
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
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")
FOR IMMEDIATE RELEASE
10 December 2019
INCREASED CASH OFFER
for
JUST EAT PLC
by
PROSUS N.V.
through its wholly-owned indirect subsidiary MIH Food Delivery
Holdings B.V.
PUBLICATION OF THE INCREASED OFFER DOCUMENT
Further to the announcement by Prosus N.V. (Prosus) on 9
December 2019 relating to the increased offer by its wholly-owned
indirect subsidiary MIH Food Delivery Holdings B.V. (MIH) to
acquire the entire issued and to be issued share capital of Just
Eat plc (Just Eat) (the Increased Offer), Prosus announces that the
offer document containing full terms and conditions of the
Increased Offer and the procedures for its acceptance (the
Increased Offer Document) is being published and posted to the
shareholders of Just Eat today, together with, in the case of Just
Eat Shareholders holding Just Eat Shares in certificated form, the
related Second Form of Acceptance to accept the Increased Offer.
The Increased Offer Document will also be published on Prosus's
website at www.prosus.com/investors/justeat. The Increased Offer is
subject to the terms and conditions set out in the Increased Offer
Document and the Second Form of Acceptance. The Increased Offer is
a revision to the Offer and should be construed accordingly.
The level of acceptances required to satisfy the Acceptance
Condition of the Increased Offer has been reduced to a simple
majority (50 per cent. plus one Just Eat Share) of the Just Eat
Shares.
To accept the Increased Offer in respect of certificated Just
Eat Shares, the Second Form of Acceptance accompanying this
Document should be completed, signed and returned to Computershare
at Corporate Actions Projects, Bristol, BS99 6AH or by hand to
Computershare, The Pavilions, Bridgwater Road, Bristol, BS13 8AE,
as soon as possible but in any event so as to be received by not
later than 1.00 p.m. (London time) on 27 December 2019.
To accept the Increased Offer in respect of uncertificated Just
Eat Shares, acceptance should be made electronically through CREST
by no later than 1.00 p.m. (London time) on 27 December 2019. If
you are a CREST sponsored member, you should refer to your CREST
sponsor as only your CREST sponsor will be able to send the
necessary TTE Instruction to Euroclear.
Just Eat Shareholders who have previously accepted the Original
Offer will automatically be deemed to have accepted the terms of
the Increased Offer by virtue of their prior acceptance and,
therefore, such Just Eat Shareholders need not take any further
action.
If you have any questions relating to this announcement or the
Offer Document, please contact the Receiving Agent, Computershare
on 0370 707 1066, (if calling within the UK) or on +44 370 707 1066
(if calling from outside the UK). Lines are open Monday to Friday
8.30 a.m. to 5.30 p.m. (London time).
Just Eat Shareholders are urged to accept the Increased Offer as
soon as possible and, in any event, by no later than 1.00 p.m.
(London time) on 27 December 2019.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Increased Offer
Document in respect of the Offer (including words or expressions
defined in the Increased Offer Document by reference to the Offer
Document).
The Increased Offer Document also includes corrected share of
orders from Low Competition Markets for Takeaway.com for H1 2019
(69% as compared to 65% stated previously) and for a combination of
Takeaway.com and Just Eat for H1 2019 (27% as compared to 28%
stated previously). These corrected percentages highlight an even
stronger decrease in the share of Low Competition Markets for the
combined entity.
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 Prosus and MIH)
Mark Rawlinson
Gergely Voros
Enrique Perez-Hernandez
Laurence Hopkins
Ben Grindley +44 207 425 8000
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.
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 Increased
Offer and will not regard any other person as its client in
relation to the Increased 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 Increased 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 Increased 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 Increased Offer. 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 Increased
Offer 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 Increased
Offer or otherwise nor shall there be any sale, issuance or
transfer of any securities pursuant to the Increased Offer in any
jurisdiction in contravention of any applicable laws.
The Increased Offer will be 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 Increased Offer will be being implemented solely pursuant to
the terms of the Revised Offer Document, which will contain further
information about the Increased Offer.
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 Increased 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 Increased Offer or
to accept or procure the acceptance of the Increased 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 Increased 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 Increased 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
Increased Offer applicable to him.
Unless otherwise determined by MIH or required by the City Code,
and permitted by applicable law and regulation, the Increased 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 Increased 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 Increased 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 Increased 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 Increased 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 Increased 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 is contained in the Offer Document dated
11 November 2019.
Notice to US investors
The Increased 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 Increased
Offer is being made in the United States by MIH and no one else.
None of J.P. Morgan Cazenove, Morgan Stanley or any of their
respective affiliates will be making the Increased Offer in or
outside the United States.
The Increased 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 Increased 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 Increased Offer, before or during
the period in which the Increased Offer remains open for acceptance
(or, if the Increased 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.
Financial information included in this announcement, the Offer
Document dated 11 November 2019 and the Revised Offer Document has
been or will have been prepared in accordance with accounting
standards applicable in the UK and the Netherlands, as applicable,
and may not be comparable to financial information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
The receipt of consideration by a US holder for the transfer of
its Just Eat Shares pursuant to the Increased 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 Increased 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. There is substantial doubt as to the enforceability
in the United Kingdom of original actions, or of actions for
enforcement of judgments of US courts, based on civil liability
provisions of US federal securities laws and judgments of a US
court.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the
Increased Offer, or passed upon the fairness of the Increased 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 Increased
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 Naspers 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.
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/justeat 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 Increased 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.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Time
Unless otherwise indicated, all references to time in this
announcement are to London time.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPFMMMZVGVGLZG
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December 10, 2019 02:16 ET (07:16 GMT)
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