TIDMJET
RNS Number : 2265C
Just Eat Takeaway.com N.V.
07 October 2022
Amsterdam, 7 October 2022
Just Eat Takeaway.com publishes Circular and EGM convocation and
agenda
Just Eat Takeaway.com N.V. (LSE: JET, AMS: TKWY), hereinafter
the "Company", or together with its group companies "Just Eat
Takeaway.com", one of the world's largest online food delivery
marketplaces, publishes a circular (the "Circular") relating to the
sale of its equity stake of approximately 33% in the iFood joint
venture to Prosus N.V. ("Prosus") (the "Transaction"), the proposed
appointments to the Supervisory Board and Management Board and the
proposed transfer of listing of the Company's shares.
The Circular, which has been approved by the Financial Conduct
Authority, contains the convocation of an extraordinary general
meeting of the Company (the "EGM"), including the agenda and an
explanation of the agenda items. The EGM will be held at Hotel
Jakarta, Javakade 766 in Amsterdam at 13:00 CET on 18 November
2022.
The Transaction
On 19 August 2022, Just Eat Takeaway.com announced that it had
entered into an agreement with MIH Movile Holdings B.V. ("Movile"),
an affiliate of Prosus, regarding the sale of the Company's equity
stake of approximately 33% in iFood. The Transaction consideration
will comprise EUR1.5 billion in cash on closing and a deferred
consideration, contingent on the performance of the online food
delivery sector over the next twelve months, of up to EUR300
million.
The Company is required to seek shareholders' approval for the
Transaction because the Transaction constitutes a Class 1
transaction under the UK Listing Rules. Therefore, completion of
the Transaction remains conditional on the approval of the Just Eat
Takeaway.com shareholders at the EGM. Subject to satisfaction of
this condition, completion of the Transaction is anticipated to
occur shortly after the EGM.
Proposed Supervisory and Management Board Appointments
On 29 September 2022, Just Eat Takeaway.com announced its
Supervisory Board had decided to nominate Mr. Andrew Kenny and Mr.
Jörg Gerbig for (re)appointment as members of its Management Board,
and to nominate Mr. Dick Boer and Ms. Mieke De Schepper for
appointment to the Supervisory Board.
The proposals to appoint the aforementioned nominees have been
added to the agenda of the EGM.
Proposed Transfer of Listing
As previously announced, the Company commenced a review of its
listing venues in January 2021. The Company has now completed its
review and the Management Board and Supervisory Board consider that
it is in the best interests of the Company, its shareholders and
its other stakeholders as a whole to transfer the listing of the
Company's shares from the category of a "Premium Listing
(commercial company)" on the Official List of the Financial Conduct
Authority ("Official List") to the category of a "Standard Listing
(shares)" on the Official List (the "Proposed Transfer of
Listing"). The Company believes that its Euronext Amsterdam listing
remains the main listing venue for its investors, whilst a Premium
Listing creates administrative burdens, increased complexity and
additional costs for both the Company and its shareholders. In
addition, the Company is no longer assigned UK nationality by FTSE
Russell and therefore does not benefit from inclusion in the FTSE
UK Index Series, which is typically considered one of the key
benefits of a Premium Listing compared to a Standard Listing.
The Proposed Transfer of Listing has also been added to the
agenda of the EGM. Subject to approval at the EGM, the Proposed
Transfer of Listing is expected to take effect on 19 December
2022.
Availability of the Circular
A copy of the Circular is available for inspection on the
Company's website at
https://www.justeattakeaway.com/general-meeting . In addition, a
copy of the Circular has been submitted to the National Storage
Mechanism and the Circular will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms not otherwise defined in this announcement
have the same meaning given to them in the Circular.
Just Eat Takeaway.com
Jitse Groen, CEO
Brent Wissink, CFO
Investors:
Joris Wilton
E: IR@justeattakeaway.com
Media:
E: press@justeattakeaway.com
For more information, please visit our corporate website:
https://justeattakeaway.com
About Just Eat Takeaway.com
Just Eat Takeaway.com (LSE: JET, AMS: TKWY) is one of the
world's leading global online food delivery marketplaces.
Headquartered in Amsterdam, the Company is focused on connecting
consumers and partners through its platforms. With 680,000
connected partners, Just Eat Takeaway.com offers consumers a wide
variety of food choice.
Just Eat Takeaway.com has rapidly grown to become a leading
online food delivery marketplace with operations in the United
States, the United Kingdom, Germany, the Netherlands, Canada,
Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland,
Israel, Italy, Luxembourg, New Zealand, Poland, Slovakia, Spain and
Switzerland, as well as Colombia and Brazil through its stake in
the iFood joint venture.
Disclaimer
Statements included in this press release that are not
historical facts are, or may be deemed to be, forward-looking
statements, including "forward-looking statements" made within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements may be identified by the use
of forward-looking terminology, including the terms "anticipates",
"expects", "intends", "may" or "will" or comparable terminology, or
by discussions of strategy, plans, objectives, goals, future events
or intentions. Forward-looking statements may and often do differ
materially from actual results, reflect the Company's current view
with respect to future events and are subject to risks relating to
future events, including risks from or uncertainties related to
innovation; competition; brand & reputation; acquisitions;
global strategic projects; technological reliability and
availability; social change, legislation & regulation; data
security and privacy; financial reporting, people, operational
complexity of hybrid model and integration & transformation, as
well as those contained in the Company's filings with the SEC,
including the Company's registration statement on Form 20-F and
Current Reports on Form 6-K, which may be obtained free of charge
at the SEC's website, http://www.sec.gov, and the Company's Annual
Reports, which may be obtained free of charge from the Company's
corporate website, https://justeattakeaway.com. Past performance is
no guide to future performance and persons needing advice should
consult an independent financial adviser. Forward-looking
statements reflect knowledge and information available at, and
speak only as of, the date they are made, and the Company expressly
disclaims any obligation or undertaking to update, review or revise
any forward-looking statement contained in this announcement.
Readers are cautioned not to place undue reliance on such
forward-looking statements.
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