Takeaway com : 04-11-2019 Takeaway.com Switch Announcement.pdf

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. IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION, INCLUDING THE UNITED STATES.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EXEMPTED DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE EXISTING TAKEAWAY.COM SHARES OR NEW TAKEAWAY.COM SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE JUST EAT TAKEAWAY.COM PROSPECTUS, AS WELL AS ANY SUPPLEMENTARY JUST EAT TAKEAWAY.COM PROSPECTUSES, THE TAKEAWAY.COM OFFER DOCUMENT AND ANY TAKEAWAY.COM SUPPLEMENTARY CIRCULARS WHICH ARE PUBLISHED.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7(1) OF THE MARKET ABUSE REGULATION.

FOR IMMEDIATE RELEASE

4 November 2019

RECOMMENDED ALL-SHARE COMBINATION

OF

TAKEAWAY.COM N.V.

AND

JUST EAT PLC

• The Takeaway.com Boards today announce their proposal to implement the Just Eat Takeaway.com Combination by way of an offer, increasing deal certainty.
• Acceptances in respect of not less than 75 per cent. of the voting rights of Just Eat Shares will be required before the Takeaway.com Offer can be declared unconditional as to acceptances.

1. Introduction

On 5 August 2019, the boards of Takeaway.com N.V. ("Takeaway.com") and Just Eat plc ("Just Eat") announced that they had reached agreement on the terms of a recommended all-share combination, pursuant to which Just Eat Shareholders would be entitled to receive 0.09744 New Takeaway.com Shares in exchange for each Just Eat Share, implying a value for Just Eat of 731 pence per Just Eat Share1 (the "Just Eat Takeaway.com Combination").

On 22 October 2019, the board of Prosus N.V. ("Prosus") announced the terms of an all-cash offer for the entire issued and to be issued ordinary share capital of Just Eat (to be effected through its wholly-owned indirect subsidiary MIH Food Delivery Holdings B.V. ("MIH")) pursuant

1 The implied value of each Just Eat Share is based on Takeaway.com's closing share price of €83.55, and represents a premium of 15% to Just Eat's closing share price, on 26 July 2019 (being the last Business Day before the date of the Original Announcement).

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to which Just Eat Shareholders would be entitled to receive 710 pence in cash for each Just Eat Share (the "Prosus Offer"). Prosus is part of the Naspers Limited group.

Takeaway.com believes that the Prosus Offer significantly undervalues the Just Eat Shares and also believes that the Prosus Offer will not allow Just Eat Shareholders to participate in any future growth in value of the combined business. Takeaway.com also notes that the Just Eat Board announced on 22 October 2019 that it had unanimously rejected the current Prosus Offer.

The Takeaway.com Boards continue to believe that the Just Eat Takeaway.com Combination has compelling strategic logic and represents an attractive opportunity for both Just Eat and Takeaway.com to build on their strong individual platforms with the potential to deliver substantial benefits to respective shareholders, consumers, employees and other stakeholders, and urge that Just Eat Shareholders take no further action in relation to the Prosus Offer.

2. Switch from Scheme of Arrangement to Offer

In the Original Announcement, it was proposed that the Just Eat Takeaway.com Combination was to be effected by means of a scheme of arrangement between Just Eat and the Just Eat Shareholders under Part 26 of the Companies Act 2006 (the "Scheme").

With the consent of the Panel, the Takeaway.com Boards today announce that it is now proposed for the Just Eat Takeaway.com Combination to be implemented by way of a recommended offer by Takeaway.com for Just Eat under Part 28 of the Companies Act 2006 (the "Takeaway.com Offer").

Takeaway.com remains committed to implementing the Just Eat Takeaway.com Combination and believes that doing so by way of the Takeaway.com Offer instead of the Scheme (the "Switch") will provide Just Eat Shareholders with increased deal certainty.

In connection with the decision of the Takeaway.com Boards to implement the Switch, the Just Eat Takeaway.com Combination will now be conditional on, among other things:

• valid acceptances being received (and not, where permitted, withdrawn) by not later than 1:00 p.m. (London time) on the first closing date of the Takeaway.com Offer (or such later time(s) and/or date(s) as Takeaway.com may, with the consent of the Panel or in accordance with the City Code, decide) in respect of not less than 75 per cent. (or such lower percentage as Takeaway.com may decide) in nominal value of the Just Eat Shares to which the Takeaway.com Offer relates and of the voting rights attached to those shares, provided that this condition shall not be satisfied unless Takeaway.com shall have acquired or agreed to acquire (whether pursuant to the Takeaway.com Offer or otherwise) Just Eat Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Just Eat (the "Acceptance Condition"); and
• the Prosus Offer not having become or having been declared effective or unconditional in all respects in accordance with its terms (or any varied, revised or modified terms), as the case may be, on or prior to the date on which the Takeaway.com Offer is declared effective or unconditional in all respects, as the case may be (the "Prosus Offer Condition").

The Takeaway.com Offer Document will include further details of the Just Eat Takeaway.com Combination and the Takeaway.com Offer and will specify the actions to be taken by Just Eat

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Shareholders. The Takeaway.com Offer Document and Form of Acceptance will be sent to Just Eat Shareholders (other than Just Eat Shareholders located in the United States or any other Restricted Jurisdictions, in each case, where to do so would violate the laws of that jurisdiction) as soon as reasonably practicable following the date of this Announcement, which is currently expected to be within approximately two weeks. Further details in relation to the timetable for the Just Eat Takeaway.com Combination (the "New Timetable") will be agreed with the Panel and set out in the Takeaway.com Offer Document. The New Timetable is expected to include details of, among other things, the first closing date of the Takeaway.com Offer and the date following which the Takeaway.com Offer can no longer be declared unconditional as to acceptances.

Save for the New Timetable and the inclusion of the Acceptance Condition and the Prosus Offer Condition (and the removal of the conditions set out in the Scheme Document which related to the Scheme), the Takeaway.com Offer is being made in accordance with the terms and conditions set out in the Scheme Document (subject to appropriate amendments to reflect the change in structure by which the Just Eat Takeaway.com Combination is to be implemented and ensure compliance with all applicable laws and regulations). In particular, Just Eat Shareholders who validly accept the Takeaway.com Offer will continue to be entitled to receive 0.09744 New Takeaway.com Shares in exchange for each of their Just Eat Shares. Further, Takeaway.com notes that it has the right to unilaterally set the Acceptance Condition (after, to the extent necessary, consultation with the Panel) at any percentage less than 75 per cent., provided that such percentage is in all cases more than 50 per cent. of the voting rights then normally exercisable at general meetings of Just Eat.

Given that the Just Eat Takeaway.com Combination will no longer be implemented by way of the previously announced Scheme, Just Eat Shareholders who wish to accept the Takeaway.com Offer should follow the instructions to be contained in the Takeaway.com Offer Document in relation to how the Takeaway.com Offer can be accepted.

3. Irrevocable Undertakings

The irrevocable undertakings given to Takeaway.com by the Just Eat Directors who hold Just Eat Shares (as described in the Original Announcement) will remain valid following the Switch. All Just Eat Directors who hold Just Eat Shares have irrevocably and unconditionally undertaken to accept (or procure the acceptance of) the Takeaway.com Offer in respect of their entire beneficial holdings of, in aggregate, 660,476 Just Eat Shares, representing approximately 0.10% of the ordinary issued and to be issued share capital of Just Eat on 1 November 2019, being the last Business Day before the date of this Announcement.

4. Takeaway.com Recommendation and Irrevocable Undertakings

As described in the Original Announcement, various resolutions of Takeaway.com will need to be passed in order to approve, effect and implement the Just Eat Takeaway.com Combination. The passing of these Takeaway.com Resolutions (subject to appropriate amendments to reflect the change in structure by which the Just Eat Takeaway.com Combination is to be implemented) will continue to be necessary to approve, effect and implement the Just Eat Takeaway.com Combination and will be described in further detail in the Takeaway.com Offer Document, a Just Eat Takeaway.com Supplementary Prospectus and a Takeaway.com Supplementary Circular.

The Takeaway.com Boards continue to consider the Just Eat Takeaway.com Combination to be in the best interests of Takeaway.com and all of its stakeholders, including the

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Takeaway.com Shareholders as a whole, and the Takeaway.com Boards intend to continue to recommend unanimously that the Takeaway.com Shareholders vote in favour of the Takeaway.com Resolutions at the Takeaway.com EGM.

The irrevocable undertakings given to Just Eat by the Takeaway.com Managing Directors who hold Takeaway.com Shares and Gribhold, the personal holding company of Jitse Groen (in each case, as described in the Original Announcement) will remain valid following the Switch. All of the Takeaway.com Managing Directors who hold Takeaway.com Shares have irrevocably undertaken to vote in favour of the Takeaway.com Resolutions at the Takeaway.com EGM in respect of their entire beneficial holdings of, in aggregate, 574,486 Takeaway.com Shares, representing approximately 0.94% of the ordinary issued and to be issued share capital of Takeaway.com on 1 November 2019, being the last Business Day before the date of this Announcement. In addition, Gribhold has irrevocably undertaken to: (i) vote in favour of the Takeaway.com Resolutions at the Takeaway.com EGM in respect of a total of 15,318,766 Takeaway.com Shares, representing, in aggregate, approximately 25.03% of the ordinary issued and to be issued share capital of Takeaway.com on 1 November 2019, being the last Business Day before the date of this Announcement; and (ii) provide its prior written consent to the amendments to the Takeaway.com Articles of Association to be proposed to the Takeaway.com EGM which are required to give effect to the Just Eat Takeaway.com Combination.

The Takeaway.com Supervisory Directors do not hold any Takeaway.com Shares.

Takeaway.com has received financial advice from BofA Securities (as financial adviser) in relation to the Just Eat Takeaway.com Combination. In providing its financial advice to Takeaway.com, BofA Securities has relied upon the commercial assessments of the Takeaway.com Management Board. In addition, the Takeaway.com Supervisory Board has received financial advice from Lazard in relation to the Just Eat Takeaway.com Combination. In providing its financial advice to the Takeaway.com Supervisory Board, Lazard has relied upon the commercial assessments of the Takeaway.com Management Board and the Takeaway.com Supervisory Board on the Just Eat Takeaway.com Combination.

5. Delisting, compulsory acquisition of Just Eat Shares and re-registration of Just Eat

If the Takeaway.com Offer becomes or is declared unconditional in all respects, and provided that Takeaway.com has, pursuant to the Takeaway.com Offer or otherwise, acquired or agreed to acquire Just Eat Shares representing not less than 75 per cent. of the voting rights attaching to the Just Eat Shares, Takeaway.com intends to procure that Just Eat will make an application for the cancellation of the listing of Just Eat Shares on the Official List and trading in Just Eat Shares on the London Stock Exchange's Main Market (such cancellation to take effect no earlier than the date that is 20 Business Days after Takeaway.com has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the Just Eat Shares).

Delisting would significantly reduce the liquidity and marketability of any Just Eat Shares in respect of which Just Eat Shareholders have not provided valid acceptances pursuant to the Takeaway.com Offer.

If Takeaway.com receives acceptances pursuant to the Takeaway.com Offer which represent, or otherwise acquires, 90 per cent. or more of the Just Eat Shares to which the Takeaway.com Offer relates, Takeaway.com intends to exercise its rights pursuant to the provisions of Chapter 3 of

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Part 28 of the Companies Act 2006 and compulsorily acquire the remaining Just Eat Shares in respect of which valid acceptances have not been provided.

It is also intended that, following the Takeaway.com Offer becoming or being declared unconditional in all respects and (if applicable) the Just Eat Shares having been delisted, Just Eat will be re-registered as a private limited company.

6. General

The Takeaway.com Offer Document, containing further details of the Just Eat Takeaway.com Combination and the Takeaway.com Offer and information on the acceptance procedure, together with the Form of Acceptance, will be sent to Just Eat Shareholders (other than Just Eat Shareholders located in the United States or any other Restricted Jurisdictions, in each case, where to do so would violate the laws of that jurisdiction) as soon as reasonably practicable after the date of this Announcement, and will be made available by Takeaway.com on its website at https://corporate.takeaway.com.

In addition, a Just Eat Takeaway.com Supplementary Prospectus and a Takeaway.com Supplementary Circular will be published in due course and will each be made available by Takeaway.com on its website at https://corporate.takeaway.com.

Commenting on today's Announcement, Jitse Groen, the CEO of Takeaway.com said:

"We believe that the Just Eat Takeaway.com Combination offers its shareholders a future value far superior to both Just Eat and Takeaway.com separately, and to the recent cash offer made by Prosus in particular. With this Switch, we provide additional deal certainty to the Just Eat Shareholders."

The Just Eat Takeaway.com Combination will be subject to the Conditions and further terms set out in Appendix I to this Announcement, and to the full terms and conditions which will be set out in the Takeaway.com Offer Document. Appendix II to this Announcement contains definitions of certain expressions used in this Announcement.

Enquiries:
Takeaway.com
Jitse Groen, CEO
Brent Wissink, CFO
Joerg Gerbig, COO
Investors:
Joris Wilton	[phone]

1. [e-mail]

Media:

1. [e-mail]