Takeaway com : 01-04-2019 Press release - Takeaway.com publishes prospectus

Amsterdam, 1 April 2019

Takeaway.com publishes prospectus in connection with the acquisition of German Delivery Hero businesses

Takeaway.com N.V. (AMS: TKWY), hereinafter the "company", or together with its group companies "Takeaway.com", the leading online food delivery marketplace in Continental Europe, today published the prospectus in connection with the listing of ordinary shares, warrants and convertible bonds related to the acquisition of the German Delivery Hero businesses.

On 21 December 2018, Takeaway.com announced that it signed an agreement to acquire the food delivery operations in Germany from Delivery Hero for a total consideration of approximately €930 million, consisting of approximately €508 million in cash and 9.5 million Takeaway.com shares. To finance the cash component and to repay a previous bridge financing commitment, Takeaway.com placed 8.35 million new ordinary shares of the company, raising approximately €430 million, through an accelerated bookbuild offering in January 2019, as well as a concurrent offering of convertible bonds in an aggregate principal amount of €250 million due January 2024.

The prospectus, dated 1 April 2019, has been published in connection with the listing of (i) the company's financial instruments (ordinary shares and warrants) to be issued to Delivery Hero SE following the completion of the acquisition of the German Delivery Hero businesses ("completion") and (ii) the €250 million unsecured convertible bonds due in 2024 (the "prospectus"). The prospectus has been approved by the Netherlands Authority for the Financial Markets (the "AFM") and is available on the company's corporate website https://corporate.takeaway.com/listing/2019-listing-prospectus/

The transaction is anticipated to be completed in the course of today. Subject to completion, the company will issue 5,733,726 ordinary shares in the share capital of the company with a nominal value of €0.04 each and 3,766,274 warrants granting rights to acquire 3,766,274 ordinary shares in the share capital of the company to Delivery Hero SE.

Takeaway.com

Jitse Groen, CEO

Brent Wissink, CFO

Joerg Gerbig, COO

Investors:

Joris Wilton

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Media:

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For more information please visit our corporate website: https://corporate.takeaway.com

Market Abuse Regulation

This press release contains inside information as meant in clause 7(1) of the Market Abuse Regulation.

About Takeaway.com

Takeaway.com is the leading online food delivery marketplace in Continental Europe and Israel. The company is focused on connecting consumers and restaurants through its platform. With nearly 44,000 connected restaurants, Takeaway.com offers consumers a wide variety of food choice. Takeaway.com mainly collaborates with delivery restaurants. In addition, Takeaway.com also provides restaurant delivery services in 38 cities in ten countries for restaurants that do not deliver themselves.

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Founded in 2000, Takeaway.com has rapidly grown to become the leading online food delivery marketplace of Continental Europe with operations in the Netherlands, Germany, Poland, Belgium, Austria, Israel, Switzerland, Luxembourg, Portugal, Bulgaria and Romania. In the twelve months ended December 2018, Takeaway.com processed nearly 94 million orders from 14.1 million unique consumers.

With over 2,600 employees, Takeaway.com processed orders worth €1.8 billion and generated gross revenue of €240 million in the twelve months ended December 2018.

Takeaway.com is listed on Euronext Amsterdam (AMS: TKWY).

Disclaimer

Statements included in this press release that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations 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. Any forward-looking statements reflect the company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

The company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

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