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NASPERS LIMITED - Update on Prosuss Increased Offer to acquire Just Eat

Release Date: 10/12/2019 17:00
Code(s): NPN     PDF:  
Wrap Text
Update on Prosus’s Increased Offer to acquire Just Eat

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”)

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

FOR IMMEDIATE RELEASE

10 December 2019

                             UPDATE ON INCREASED CASH OFFER

                                                 for

                                           JUST EAT PLC

                                                  by

                                            PROSUS N.V.

       through its wholly-owned indirect subsidiary of MIH Food Delivery Holdings B.V.


Update on Prosus’s Increased Offer to acquire Just Eat

Further to the announcement yesterday by Prosus N.V. (Prosus) and MIH Food Delivery Holdings
B.V. (MIH) of their increased offer to acquire the entire issued and to be issued share capital of Just
Eat plc (Just Eat) (the Increased Offer), Prosus and MIH are pleased to confirm that the Spanish
Markets and Competition Commission have cleared the acquisition of Just Eat Shares by MIH under
the Spanish Competition Act.

This is an important milestone that further increases deal certainty of the Increased Offer following
yesterday’s reduction of the Acceptance Condition to a simple majority of the Just Eat Shares (50 per
cent. plus one Just Eat Share). In contrast, the Takeaway.com Offer remains subject to a 75 per cent.
acceptance condition and the approval of Takeaway.com’s own shareholders, and there can be no
certainty that the higher acceptance condition and/or shareholder approval will be obtained. The
Increased Offer is therefore clearly superior to the Takeaway.com Offer both in terms of value offered
and deal certainty.

Commenting on the receipt of clearance, Bob van Dijk, the Group CEO of Prosus said:

“We are pleased to have cleared the competition hurdle which further underlines the certainty and
deliverability of our superior cash offer of 740p per share to Just Eat Shareholders.”

                                                
The Increased Offer remains subject to the satisfaction or waiver of the remaining Conditions set out
in the increased offer document dated 10 December 2019 in respect of the Increased Offer (the
Increased Offer Document).

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set
out in the Increased Offer Document.

A    copy     of    this  announcement    will  be    available    on     Prosus’s   website   at
www.prosus.com/investors/justeat, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions.

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            +44 207 425 8000
Prosus and MIH)
Mark Rawlinson
Gergely Voros
Enrique Perez-Hernandez
Laurence Hopkins
Ben Grindley

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 Increased 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 Original Offer Document.

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.

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 Original Offer Document and the Increased
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.

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 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.

Time
                                                 
Unless otherwise indicated, all references to time in this announcement are to London time.

Sponsor
Investec Bank Limited




                                                

Date: 10-12-2019 05:00:00
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