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a proposal to adopt the Merger Agreement,
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a proposal to approve, by a non-binding, advisory vote, certain compensation that may be paid or become payable to named executive officers of Grubhub in connection with the transactions contemplated by the Merger Agreement, and
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a proposal to adjourn the Grubhub Stockholder Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Grubhub Stockholder Meeting to adopt the Merger Agreement.
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to adopt the Agreement and Plan of Merger, dated as of 10 June 2020, as amended by the First Amendment to the Agreement and Plan and Merger, dated as of 4 September 2020, as further amended by the Second Amendment to the Agreement and Plan of Merger, dated as of 12 March 2021, and as it may be further amended from time to time (the “Merger Agreement”), by and among Grubhub Inc. (“Grubhub”), Just Eat Takeaway.com N.V., Checkers Merger Sub I, Inc. and Checkers Merger Sub II, Inc., a copy of which is attached as Annexes A-1, A-2 and A-3 to the proxy statement/prospectus accompanying this notice (such proposal, the “Merger Agreement proposal”, and the all-share combination of Just Eat Takeaway.com N.V. with Grubhub in accordance with the Merger Agreement, the “Transaction”);
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to approve, by a non-binding, advisory vote, certain compensation that may be paid or become payable to named executive officers of Grubhub in connection with the transactions contemplated by the Merger Agreement (such proposal, the “non-binding compensation proposal”); and
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to adjourn the Grubhub Stockholder Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Grubhub Stockholder Meeting to approve the Merger Agreement proposal (such proposal, the “adjournment proposal”).
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“Acquired German Businesses” refer to the German business of Delivery Hero acquired on 1 April 2019, consisting of Delivery Hero Germany GmbH and Foodora GmbH, which operated the Lieferheld, Pizza.de and Foodora brands in Germany;
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“Active Markets” refer to the United Kingdom, Germany, Canada, the Netherlands, Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland, Israel, Italy, Luxembourg, New Zealand, Norway, Poland, Portugal, Romania, Spain and Switzerland;
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“ADRs” refer to American depositary receipts that evidence American depositary shares;
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“ADS ratio” refers to 0.20;
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“AFM” refers to the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten);
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“Articles” refer to the articles of association of Just Eat Takeaway.com;
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“BofA Securities” refers to Bank of America Europe DAC, Amsterdam Branch (f/k/a Bank of America Merrill Lynch International DAC, Amsterdam Branch), a subsidiary of Bank of America Corporation, acting as one of Just Eat Takeaway.com’s financial advisors;
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“Business Day” shall mean a day except a Saturday, a Sunday or other day on which the SEC or banks in any of the City of New York, United States, London, United Kingdom or Amsterdam, the Netherlands are authorized or required by law to be closed;
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“BW” refers to the Dutch Civil Code (Burgerlijk Wetboek);
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“CFIUS” refers to the Committee on Foreign Investment in the United States;
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“CGU” refers to a cash-generating unit;
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“CIDOR” refers to the Canada Three Month Interbank Rate;
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“Circular” refers to the FCA-approved shareholder circular published by Just Eat Takeaway.com on 25 August 2020;
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“CMA” refers to the UK Competition and Markets Authority;
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“Code” refers to the U.S. Internal Revenue Code of 1986, as amended;
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“CODM” refers to a chief operating decision maker;
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“Completion” refers to the completion of the Transaction pursuant to the Merger Agreement;
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“Conditions” refer to the conditions to Completion as set out in the Merger Agreement;
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“Convertible Bonds” refer, collectively, to the Convertible Bonds 2019, the Convertible Bonds 2020 and the Convertible Bonds 2021;
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“Convertible Bonds 2019” refer to the €250 million aggregate principal amount of 2.25% convertible bonds due 2024 issued by Just Eat Takeaway.com on 25 January 2019;
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“Convertible Bonds 2020” refer to the €300 million aggregate principal amount of 1.25% convertible bonds due 2026 issued by Just Eat Takeaway.com on 30 April 2020;
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“Convertible Bonds 2021” refer to the €1,100 million aggregate principal amount of convertible bonds, consisting of two tranches with an aggregate principal amount of €600 million of zero coupon convertible bonds due 2025 (the “Tranche A Convertible Bonds 2021”) and an aggregate principal amount of €500 million of 0.625% convertible bonds due 2028 (the “Tranche B Convertible Bonds 2021”), issued by Just Eat Takeaway.com on 9 February 2021;
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“core-based statistical areas” refer to the U.S. geographic areas designated as such by the U.S. Office of Management and Budget, in each case consisting of the county or counties or equivalent entities
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“counterparty financial projections” refer to the financial projections regarding Just Eat Takeaway.com’s potential future performance developed by Grubhub management based on publicly available equity analyst forecasts, subject to certain adjustments based on Grubhub management’s assumptions and due diligence review, in connection with the Transaction;
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“CREST” refers to the system of paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with Uncertificated Securities Regulations 2001 (SI 2001/3755);
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“DCGC” refers to the Dutch Corporate Governance Code;
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“Delivery” refers to delivery services provided by the Just Eat Takeaway.com Group’s own logistical food delivery services for Orders from restaurants that do not deliver themselves;
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“Delivery Hero” refers to Delivery Hero S.E.;
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“deposit agreement” refers to the deposit agreement dated 4 May 2021, among Just Eat Takeaway.com, Deutsche Bank Trust Company Americas, as depositary bank, and all holders and beneficial owners of Just Eat Takeaway.com ADSs evidenced by ADRs issued thereunder;
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“depositary bank” refers to Deutsche Bank Trust Company Americas, as depositary bank for the New Just Eat Takeaway.com ADSs;
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“DGCL” refers to the General Corporation Law of the State of Delaware;
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“Disclosure Guidance and Transparency Rules” refer to the disclosure guidance and transparency rules made by the FCA under Part VI of FSMA (as set out in the FCA Handbook), as amended;
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“DOJ” refers to the U.S. Department of Justice;
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“Dutch Competition Authority” refers to the Netherlands Authority for Consumers and Markets (Autoriteit Consument & Markt);
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“ECAC” refers to El Cocinero a Cuerda SL;
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“Enlarged Group” refers to the Just Eat Takeaway.com Group, as enlarged by the Transaction with effect from Completion;
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“EU” refers to the European Union;
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“EU Prospectus Regulation” refers to Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC, including any delegated regulations supplementing Regulation (EU) 2017/1129;
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“EURIBOR” refers to Euro Interbank Offered Rate;
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“Euronext Amsterdam” refers to Euronext in Amsterdam, a regulated market operated by Euronext Amsterdam N.V.;
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“European Prospectus” refers to a prospectus to be prepared by Just Eat Takeaway.com pursuant to the EU Prospectus Regulation in respect of the NL Admission and the UK Prospectus Regulation in respect of the UK Admission;
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“EUWA” refers to the European Union (Withdrawal) Act 2018, as amended;
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“Evercore” refers to Evercore Group L.L.C., acting as one of Grubhub’s financial advisors;
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“Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended;
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“exchange agent” refers to Deutsche Bank Trust Company Americas, as exchange agent for the Transaction;
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“exchange ratio” refers to 0.6710;
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“Extraordinary General Meeting” refers to the extraordinary general meeting of Just Eat Takeaway.com Shareholders;
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“FCA” refers to the Financial Conduct Authority of the United Kingdom;
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“FCA Handbook” refers to the FCA’s Handbook of Rules and Guidance, as amended from time to time;
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“final surviving company” refers to Merger Sub II as the surviving company in the subsequent merger;
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“financial projections” refers to the Grubhub financial projections and the counterparty financial projections;
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“first effective time” refers to the effective time of the initial merger;
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“foreign private issuer” refers to a foreign company that qualifies as a “foreign private issuer” as defined in Rule 3b-4(c) of the Exchange Act and Rule 405 of the Securities Act;
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“FSMA” refers to the UK Financial Services and Markets Act 2000, as amended;
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“FTC” refers to the U.S. Federal Trade Commission;
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“FTSE” refers to Financial Times Stock Exchange;
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“GAAP” refers to U.S. Generally Accepted Accounting Principles;
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“General Meeting” refers to the general meeting of Just Eat Takeaway.com (the corporate body) or the meeting in which Just Eat Takeaway.com Shareholders and all other persons entitled to attend general meetings of Just Eat Takeaway.com assemble, as the context requires;
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“German Businesses Acquisition” refers to the Just Eat Takeaway.com Group’s acquisition of the German businesses of Delivery Hero, consisting of Delivery Hero Germany GmbH and Foodora GmbH, which operated the Lieferheld, Pizza.de and Foodora brands in Germany, which was completed on 1 April 2019;
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“GMV” refers to gross merchandise value of food ordered through an online food delivery marketplace;
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“Goldman Sachs” refers to Goldman Sachs International, acting as one of Just Eat Takeaway’s financial advisors;
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“Grubhub” refers to Grubhub Inc., a Delaware corporation;
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“Grubhub Board” refers to the board of directors of Grubhub;
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“Grubhub bylaws” refer to the Amended and Restated Bylaws of Grubhub, effective as of 4 April 2014;
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“Grubhub certificate of incorporation” refers to the Amended and Restated Certificate of Incorporation of Grubhub, effective as of 9 April 2014;
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“Grubhub financial projections” refer to the non-public, internal financial projections regarding Grubhub’s potential future performance prepared by Grubhub management in connection with the Transaction;
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“Grubhub Group” refers collectively to Grubhub and its subsidiaries from time to time;
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“Grubhub record date” refers to the close of business on 27 April 2021;
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“Grubhub Senior Notes” refer to the $500 million aggregate principal amount of 5.500% senior notes due 2027 issued by Grubhub Holdings Inc., a wholly owned subsidiary of Grubhub, on 10 June 2019;
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“Grubhub Shares” refer to all shares of common stock, with a par value $0.0001 per share, of Grubhub issued and outstanding from time to time;
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“Grubhub Stockholder” refers to a holder of Grubhub Shares from time to time;
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“Grubhub Stockholder Meeting” refers to a meeting of Grubhub Stockholders to consider and vote upon the adoption of the Merger Agreement and such other matters as may be legally required;
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“HSR Act” refers to the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
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“IAS” refers to International Accounting Standards as issued by the IASB;
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“IASB” refers to the International Accounting Standards Board;
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“iFood” refers to iFood Holdings B.V.;
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“IFRS” refers to International Financial Reporting Standards as issued by the IASB;
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“IFRS (EU)” refers to International Financial Reporting Standards as adopted by the EU;
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“initial merger” refers to the merger of Merger Sub I with and into Grubhub in accordance with the Merger Agreement;
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“initial surviving company” refers to Grubhub as the surviving company in the initial merger;
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“IRS” refers to the U.S. Internal Revenue Service;
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“IT” refers to information technology;
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“Just Eat” refers to Just Eat Limited (formerly Just Eat plc), a limited company incorporated in England and Wales with registered number 06947854;
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“Just Eat Acquisition” refers to the acquisition by Just Eat Takeaway.com of the entire issued share capital of Just Eat plc, which became unconditional in all respects on 31 January 2020;
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“Just Eat Facility” refers to that certain multi-currency revolving loan facility entered into by Just Eat on 2 November 2017, as amended and restated on 9 March 2020;
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“Just Eat Group” refers to Just Eat Limited and its subsidiaries;
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“Just Eat Takeaway.com” refers to Just Eat Takeaway.com N.V. (formerly Takeaway.com N.V.), a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands;
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“Just Eat Takeaway.com ADSs” refer to American depositary shares representing Just Eat Takeaway.com Shares;
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“Just Eat Takeaway.com Boards” refer to the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board together;
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“Just Eat Takeaway.com CDI” refers to a CREST depositary interest, issued by CREST Depositary Limited whereby CREST Depositary Limited will hold overseas securities on bare trust for the CREST member to whom it has issued a depositary interest, in respect of a Just Eat Takeaway.com Share;
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“Just Eat Takeaway.com Group” refers collectively to Just Eat Takeaway.com and its subsidiaries;
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“Just Eat Takeaway.com Management Board” refers to the members of the management board of the Just Eat Takeaway.com as described in “Information about the Management and Compensation of Just Eat Takeaway.com—Composition of the Just Eat Takeaway.com Management Board” beginning on page 249 of this proxy statement/prospectus;
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“Just Eat Takeaway.com Managing Director” refers to a member of the Just Eat Takeaway.com Management Board;
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“Just Eat Takeaway.com Shareholder” refers to a holder of Just Eat Takeaway.com Shares from time to time;
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“Just Eat Takeaway.com Shareholder Resolutions” refer to the resolutions set out in the notice of the Extraordinary General Meeting held on 7 October 2020;
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“Just Eat Takeaway.com Shares” refer to the ordinary shares with a nominal value of €0.04 each in the share capital of Just Eat Takeaway.com from time to time;
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“Just Eat Takeaway.com Supervisory Board” refers to the members of the supervisory board of Just Eat Takeaway.com as described in “Information about the Management and Compensation of Just Eat Takeaway.com—Composition of the Just Eat Takeaway.com Supervisory Board” beginning on page 250 of this proxy statement/prospectus;
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“Just Eat Takeaway.com Supervisory Director” refers to a member of the Just Eat Takeaway.com Supervisory Board;
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“LIBOR” refers to London Interbank Offered Rate;
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“Listing Rules” refer to the listing rules made by the FCA under Part VI of FSMA (as set out in the FCA Handbook), as amended, governing, inter alia, the admission of securities to the UK Official List;
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“London Stock Exchange” or “LSE” refers to London Stock Exchange plc;
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“Merger Agreement” refers to the Agreement and Plan of Merger, dated as of 10 June 2020, among Just Eat Takeaway.com, Grubhub, Merger Sub I and Merger Sub II, as amended by the First Amendment to the Merger Agreement, dated as of 4 September 2020, among Just Eat Takeaway.com, Grubhub, Merger Sub I and Merger Sub II, and the Second Amendment to the Merger Agreement, dated as of 12 March 2021, among Just Eat Takeaway.com, Grubhub, Merger Sub I and Merger Sub II, providing for the all-share combination of Just Eat Takeaway.com with Grubhub, copies of which are attached as Annexes A-1, A-2 and A-3 to this proxy statement/prospectus;
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“Merger Sub I” refers to Checkers Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Just Eat Takeaway.com;
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“Merger Sub II” refers to Checkers Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Just Eat Takeaway.com;
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“Merger Subs” refer to Merger Sub I and Merger Sub II;
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“mergers” refer to the initial merger and the subsequent merger;
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“NA,” “N.A.” or “n.a.” refer to not applicable;
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“Nasdaq” refers to the Nasdaq Global Select Market;
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“New Just Eat Takeaway.com ADSs” refer to the American depositary shares representing Just Eat Takeaway.com Shares that are to be issued to Grubhub Stockholders in connection with the Transaction;
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“New Just Eat Takeaway.com Shares” refer to the Just Eat Takeaway.com Shares underlying the New Just Eat Takeaway.com ADSs;
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“NYSE” refers to the New York Stock Exchange;
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“online food delivery business” refers to a business operating online food ordering that receives orders predominantly for delivery (and, to a much lesser extent, for pick-up);
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“online food delivery marketplace” refers to an online food delivery business not being a food chain or restaurant;
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“online food ordering” refers to online food ordering for delivery or pick-up;
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“PCAOB” refers to the U.S. Public Company Accounting Oversight Board;
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“PFIC” refers to a passive foreign investment company for U.S. federal income tax purposes;
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“SEC” refers to the U.S. Securities and Exchange Commission;
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“second effective time” refers to the effective time of the subsequent merger;
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“Securities Act” refers to the U.S. Securities Act of 1933, as amended;
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“STAK” refers to Stichting Administratiekantoor Takeaway.com.;
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“subsequent merger” refers to the merger of the initial surviving company with and into Merger Sub II in accordance with the Merger Agreement;
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“Takeaway.com” refers to the legacy business of Takeaway.com N.V. as it existed prior to the Just Eat Acquisition;
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“the Netherlands” refers to the part of the Kingdom of Netherlands located in Europe;
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“Transaction” refers to the all-share combination of Just Eat Takeaway.com with Grubhub in accordance with the Merger Agreement;
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“Treasury” refers to the U.S. Department of the Treasury;
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“Treasury Regulations” refer to the Treasury regulations promulgated under the Code;
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“UK Official List” refers to the Official List maintained by the FCA pursuant to FSMA;
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“UK Prospectus Regulation” refers to the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA;
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“United Kingdom” or “UK” refers to the United Kingdom of Great Britain and Northern Ireland;
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“United States” or “U.S.” refers to the United States of America;
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“Voting and Support Agreement” refers to the voting and support agreement dated 10 June 2020 and made between Jitse Groen and Grubhub; and
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“Wge” refers to the Dutch Act on Securities Transactions by Giro (Wet giraal effectenverkeer).
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the audited consolidated financial statements of the Just Eat Takeaway.com Group as of 31 December 2020 and 2019 and for each of the years in the three-year period ended 31 December 2020, prepared in accordance with IFRS (the “Just Eat Takeaway.com Group’s consolidated financial statements”);
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the audited consolidated financial statements of the Just Eat Group as of 31 December 2019 and 2018 and for each of the years in the two-year period ended 31 December 2019, prepared in accordance with IFRS (the “historical Just Eat Group’s consolidated financial statements”); and
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the audited consolidated financial statements of the Grubhub Group as of 31 December 2020 and 2019 and for each of the years in the three-year period ended 31 December 2020, prepared on the basis of GAAP (the “Grubhub Group’s consolidated financial statements”).
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adjusted EBITDA excludes certain recurring, non-cash charges, such as depreciation of property and equipment and amortization of intangible assets, and although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
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adjusted EBITDA excludes share-based payments, which have been, and will continue to be for the foreseeable future, a recurring expense in the Just Eat Takeaway.com Group’s business and a relevant component of its compensation strategy;
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adjusted EBITDA does not reflect period to period changes in tax rates or income tax expense;
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adjusted EBITDA does not reflect acquisition-related transaction and integration costs, which have been a material cost in the Just Eat Takeaway.com Group’s business during the periods under review;
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adjusted EBITDA excludes legal, tax, and regulatory reserves and settlements that may reduce available cash;
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adjusted EBITDA does not reflect the impact of earnings or charges resulting from certain matters the Just Eat Takeaway.com Group considers not to be indicative of ongoing operations;
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adjusted EBITDA does not reflect changes in or cash requirements in working capital needs; and
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certain adjustments made in calculating adjusted EBITDA contain estimates that the Just Eat Takeaway.com management believes reflect the underlying results of operations and therefore are subjective in nature.
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adjusted EBITDA does not reflect the Grubhub Group’s cash expenditures for capital equipment or other contractual commitments;
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although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect capital expenditure requirements for such replacements;
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adjusted EBITDA does not reflect changes in, or cash requirements for, the Grubhub Group’s working capital needs; and
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other companies, including companies in the same industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
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underlying EBITDA excludes certain recurring, non-cash charges, such as depreciation of property and equipment and amortization of intangible assets, and although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and underlying EBITDA does not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
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underlying EBITDA excludes share-based payment charges, which have been a recurring expense in the Just Eat Group’s business and a relevant component of its compensation strategy;
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underlying EBITDA does not reflect period to period changes in tax rates or income tax expense;
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certain adjustments made in calculating underlying EBITDA contain estimates that the Just Eat Takeaway.com management believes reflect the underlying results of operations and therefore are subjective in nature; and
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underlying EBITDA may be calculated differently by other companies, which reduces its usefulness as a comparative measure.
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conditions to Completion, including the failure to obtain necessary shareholder approvals from Grubhub Stockholders;
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challenges inherent in the merger of two businesses of the size and geographical diversity and scope of Just Eat Takeaway.com and Grubhub, including the risk that integration costs may be higher than foreseen or the process could take longer than anticipated and may disrupt their existing businesses;
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uncertainties associated with the Transaction which may cause a loss of key Grubhub Group employees or disrupt existing business relationships;
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restrictions in the Merger Agreement on the conduct of the business activities of the parties, including restrictions on the ability to pursue alternatives to the Transaction;
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uncertainty of the value of the merger consideration that Grubhub Stockholders will receive due to a fixed exchange ratio and fluctuations in the price of Just Eat Takeaway.com Shares;
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that certain Grubhub directors and executive officers have interests in the Transaction that are different from, or in addition to, the interests of Grubhub Stockholders generally;
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significant transaction-related costs that the Just Eat Takeaway.com Group and the Grubhub Group will incur in connection with the Transaction;
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the possibility that the actual results of operations, cash flows and financial position of the Enlarged Group will materially differ from the Pro Forma Financial Information;
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risks relating to Just Eat Takeaway.com becoming subject to, and complying with, U.S. regulations, which are different from the regulations to which Just Eat Takeaway.com is currently subject;
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the possibility that holders of New Just Eat Takeaway.com Shares and New Just Eat Takeaway.com ADSs in the U.S. may not be able to enforce civil liabilities against Just Eat Takeaway.com, the Just Eat Takeaway.com Managing Directors or the Just Eat Takeaway.com Supervisory Directors;
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limited recourse for holders of New Just Eat Takeaway.com ADSs if Just Eat Takeaway.com or the depositary bank fails to meet its obligations under the deposit agreement;
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the ability of Just Eat Takeaway.com, as a foreign private issuer, to file less information with the SEC than issuers that are not foreign private issuers;
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the possibility of not being able to establish, maintain or expand leadership position and establish, maintain or increase profitability in some or all jurisdictions, including as a result of competition;
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failure to continue to innovate or otherwise meet consumer expectations;
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risks to reputation due to negative publicity and media coverage;
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disruptions to IT systems and related infrastructure, including system outage or supply chain failures affecting telecommunications, internet service providers, payment service providers or technology manufacturers;
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compromised security measures due to hacking, viruses, fraud and other malicious attacks, resulting in performance failures or failure to protect personal information provided by consumers;
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potential software failures in restaurant management systems which facilitate the receiving and processing of online orders;
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payment-related risks due to both the use of payment processors and collection of cash payments;
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public health issues such as a major pandemic or epidemic, including the long-term continuation or escalation of the COVID-19 outbreak;
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the potential continued incurrence of substantial net losses in the future by the Just Eat Takeaway.com Group;
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inability to continue to grow at historical rates or realize the benefits of growth initiatives and to retain existing restaurants and consumers or to acquire new restaurants and consumers in a cost-effective manner;
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reliance on restaurants on the platforms maintaining their service levels to consumers;
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risks associated with operating with joint venture and other partners;
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changes in internet search engines’ algorithms or terms of service causing the Just Eat Takeaway.com Group’s or the Grubhub Group’s websites to be excluded from or ranked lower in organic search results;
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weather conditions and seasonal fluctuations resulting in fluctuations in demand;
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changes in, including interpretation or application of, the laws and regulations of each of the jurisdictions in which operations take place, particularly with respect to regulation of the Internet and e-commerce;
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failure to maintain adequate protection for intellectual property rights and infringement of intellectual property;
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potential increasing dependence of growth strategies on external sources of capital;
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impact of economic conditions, including the resulting effect on consumer spending; and
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fluctuations in currency exchange rates.
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Q:
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Why am I receiving this proxy statement/prospectus?
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Just Eat Takeaway.com and Grubhub have agreed to an all-share combination of Just Eat Takeaway.com with Grubhub in accordance with the Merger Agreement (the “Transaction”), pursuant to which Grubhub will become a wholly owned subsidiary of Just Eat Takeaway.com and will no longer be an independent, U.S. publicly-traded corporation. If the Transaction is completed, each issued and outstanding Grubhub Share (other than any Grubhub Shares owned by Grubhub, Just Eat Takeaway.com, Merger Sub I, Merger Sub II or any other direct or indirect wholly owned subsidiary of Just Eat Takeaway.com) will be converted into one share of common stock, par value $0.0001 per share, of the initial surviving company (the “initial surviving company stock”). Each such share of initial surviving company stock will immediately thereafter be automatically exchanged for an amount of newly issued American depositary shares of Just Eat Takeaway.com (each, a “New Just Eat Takeaway.com ADS”) representing 0.6710 Just Eat Takeaway.com Shares. Each New Just Eat Takeaway.com ADS will represent one-fifth of one Just Eat Takeaway.com Share. No fractional New Just Eat Takeaway.com ADSs will be issued in the Transaction, and Grubhub Stockholders will receive cash in lieu of fractional New Just Eat Takeaway.com ADSs.
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What are Grubhub Stockholders being asked to vote on?
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Grubhub Stockholders are being asked to vote on the following proposals:
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the Merger Agreement proposal;
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the non-binding compensation proposal; and
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the adjournment proposal.
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How does the Grubhub Board recommend that Grubhub Stockholders vote?
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The Grubhub Board has evaluated the Merger Agreement and the transactions contemplated thereby, including the Transaction, and (i) determined that it was fair to and in the best interest of Grubhub and the Grubhub Stockholders, and declared it advisable, that Grubhub enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Transaction; (ii) adopted the Merger Agreement and approved the execution, delivery and performance by Grubhub of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Transaction; (iii) resolved to
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How do Grubhub’s directors and executive officers intend to vote?
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Grubhub currently expects that Grubhub’s directors and executive officers will vote their Grubhub Shares “FOR” the Merger Agreement proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal.
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Are there any risks related to the Transaction or the Just Eat Takeaway.com Group’s business that I should consider in deciding whether to vote for approval of the Merger Agreement proposal?
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Yes. Before making any decision on whether and how to vote, you are urged to read carefully and in its entirety “Risk Factors” beginning on page 34 of this proxy statement/prospectus. You also should read and carefully consider the risk factors with respect to Grubhub that are contained in the documents that are incorporated by reference into this proxy statement/prospectus.
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What uncertainties and risks did the Grubhub Board consider in connection with the Transaction?
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The Grubhub Board carefully considered certain uncertainties and risks in its deliberations concerning the Transaction, including:
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the possibility that the Transaction or the other transactions contemplated by the Merger Agreement may not be completed, or that their completion may be delayed for reasons that are beyond the control of Grubhub or Just Eat Takeaway.com, including the failure of Grubhub Stockholders to adopt the Merger Agreement or the failure of the Just Eat Takeaway.com Shareholders to approve the Just Eat Takeaway.com Shareholder Resolutions, including the share issuance and binding nominations, or the failure of Grubhub or Just Eat Takeaway.com to satisfy other requirements, including the receipt of regulatory approvals and clearances, that are conditions to closing the Transaction, and the materially adverse impact that such failure or delay could have on Grubhub’s financial or business condition, results of operations or stock price;
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the possibility that, because the merger consideration is based on a fixed exchange ratio and does not provide Grubhub with a price-based termination right or adjustment for fluctuations in the trading price of Just Eat Takeaway.com Shares, Grubhub Stockholders would be exposed to adverse developments in Just Eat Takeaway.com’s business, operations, financial condition, earnings and prospects, and that, as a result, if there is a decrease in the trading price of Just Eat Takeaway.com Shares without a corresponding decrease in the trading price of Grubhub Shares, there would be a potential decrease in the implied value of the merger consideration;
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the challenges inherent in the merger of two businesses of the size and geographical diversity and scope of Grubhub and Just Eat Takeaway.com, including the possible diversion of management attention for an extended period of time;
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the risk that the Enlarged Group may not be able to successfully integrate the businesses of Grubhub and Just Eat Takeaway.com or that the costs of integration may be greater than anticipated and therefore the Enlarged Group may not be able to fully realize the anticipated benefits of the Transaction;
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the execution risks associated with the implementation of the Enlarged Group’s long-term business plan and strategy, which may be different from the execution risks related to Grubhub’s stand-alone business plan;
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the lack of opportunity for Grubhub Stockholders to participate in Grubhub’s potential upside as a standalone company, other than indirectly as part of the Enlarged Group;
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Just Eat Takeaway.com’s right to respond to and negotiate with respect to unsolicited alternative proposals from third parties in certain circumstances and to terminate the Merger Agreement if a superior proposal were to become available, subject to Just Eat Takeaway.com being obligated to pay Grubhub a termination fee of $144 million, as more fully described under the section entitled “The Merger Agreement—No Solicitation of Takeover or Alternative Proposals” beginning on page 156 of this proxy statement/prospectus;
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the Just Eat Takeaway.com Boards’ right to change their recommendation to the Just Eat Takeaway.com Shareholders to vote in favor of the Just Eat Takeaway.com Shareholder Resolutions, including the share issuance and binding nominations, if a superior proposal were to become available or in response to an intervening event, subject to Just Eat Takeaway.com being obligated to pay Grubhub a termination fee of $144 million in certain circumstances, as more fully described under the section entitled “The Merger Agreement—Recommendation of the Just Eat Takeaway.com Boards” beginning on page 160 of this proxy statement/prospectus;
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the restrictions in the Merger Agreement on the conduct of Grubhub’s business during the period between execution of the Merger Agreement and Completion, as more fully described under the section entitled “The Merger Agreement—Conduct of Business” beginning on page 153 of this proxy statement/prospectus, which may delay or prevent Grubhub from undertaking business opportunities that may arise or may negatively affect Grubhub’s ability to attract and retain key personnel;
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the risk that the pendency of the Transaction or announcement of Completion could adversely affect Grubhub’s relationships with any persons with whom Grubhub has a business relationship, including its consumers and restaurant partners;
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the risk that, despite the efforts of Grubhub and Just Eat Takeaway.com prior to Completion, the Enlarged Group may have difficulties in attracting and retaining key employees;
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the transaction costs and retention costs to be incurred in connection with the Transaction, regardless of whether the Transaction is completed;
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the fact that the Merger Agreement prohibits Grubhub from soliciting or engaging in discussions regarding alternative transactions during the pendency of the Transaction, subject to limited exceptions, as more fully described under the section entitled “The Merger Agreement—No Solicitation of Takeover or Alternative Proposals” beginning on page 156 of this proxy statement/prospectus;
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Grubhub’s obligation to pay Just Eat Takeaway.com a termination fee of $144 million in certain circumstances, as more fully described under the section entitled “The Merger Agreement—Expenses and Termination Fees” beginning on page 169 of this proxy statement/prospectus, and the risk that such termination fee may discourage third parties that might otherwise have an interest in a business combination with Grubhub from making alternative proposals;
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the fact that some of Grubhub’s directors and executive officers have interests in the Transaction that are different from, or in addition to, the interests of Grubhub Stockholders generally, as more fully described under the section entitled “Grubhub Proposal I: Adoption of the Merger Agreement—Treatment of Grubhub Equity Awards—Interests of Grubhub’s Directors and Executive Officers in the Transaction” beginning on page 120 of this proxy statement/prospectus; and
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Do any of the directors or executive officers of Grubhub have interests in the Transaction that may be different from or in addition to the interests of other Grubhub Stockholders?
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Yes, certain Grubhub directors and executive officers have interests in the Transaction that are different from, or in addition to, those of Grubhub Stockholders generally. For a detailed discussion of these interests, see “Grubhub Proposal I: Adoption of the Merger Agreement—Treatment of Grubhub Equity Awards—Interests of Grubhub’s Directors and Executive Officers in the Transaction” beginning on page 120 of this proxy statement/prospectus.
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When do you expect to complete the Transaction?
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Assuming the satisfaction (or, to the extent legally permissible, waiver) of the conditions to Just Eat Takeaway.com’s and Grubhub’s obligations to complete the Transaction, Just Eat Takeaway.com and Grubhub expect the Transaction to be completed by the end of the second quarter of 2021. However, the Transaction is subject to various conditions, and it is possible that factors outside the control of Just Eat Takeaway.com and Grubhub could result in the Transaction being completed at a later time, or not at all. An end date of 31 December 2021 has been set for the first effective time.
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What will Grubhub Stockholders receive in the Transaction?
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If the Transaction is completed, each Grubhub Share (other than any Grubhub Shares owned by Grubhub, Just Eat Takeaway.com, Merger Sub I, Merger Sub II or any other direct or indirect wholly owned subsidiary of Just Eat Takeaway.com) automatically will be converted into the right to receive consideration consisting of (1) New Just Eat Takeaway.com ADSs representing 0.6710 Just Eat Takeaway.com Shares (the “merger consideration”), plus (2) cash in lieu of fractional New Just Eat Takeaway.com ADSs, plus (3) any dividends or other distributions to which such holder is entitled pursuant to the Merger Agreement, and otherwise subject to adjustments to prevent dilution in accordance with the Merger Agreement. Each New Just Eat Takeaway.com ADS will represent one-fifth of one New Just Eat Takeaway.com Share. For the avoidance of doubt, no fractional New Just Eat Takeaway.com ADSs will be issued in the Transaction, and Grubhub Stockholders will receive cash in lieu of fractional New Just Eat Takeaway.com ADSs.
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What is an American depositary share?
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An American depositary share, or ADS, represents a specified number of securities of a non-U.S. company deposited with a custodian bank. Each New Just Eat Takeaway.com ADS will represent one-fifth of one
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What are the important differences between a Just Eat Takeaway.com Share and a New Just Eat Takeaway.com ADS?
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While each New Just Eat Takeaway.com ADS will represent one-fifth of one Just Eat Takeaway.com Share, there are some differences between these two securities. These differences include:
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New Just Eat Takeaway.com ADSs will trade in U.S. dollars, while Just Eat Takeaway.com Shares trade in euro on Euronext Amsterdam and Just Eat Takeaway.com CDIs trade in pounds sterling on the London Stock Exchange;
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dividends paid in respect of New Just Eat Takeaway.com ADSs will be paid in U.S. dollars following conversion from euro by the depositary bank, while dividends paid in respect of Just Eat Takeaway.com Shares listed on Euronext Amsterdam will be paid in euro and dividends paid in respect of Just Eat Takeaway.com Shares listed on the London Stock Exchange will be paid in pounds sterling, and as a result certain dividends will be subject to currency fluctuations;
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cash dividends paid in respect of New Just Eat Takeaway.com ADSs will be subject to a fee of up to $0.05 per New Just Eat Takeaway.com ADS while no such fee is payable by Just Eat Takeaway.com Shareholders;
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prior to or at Completion, all New Just Eat Takeaway.com ADSs will be listed on Nasdaq while Just Eat Takeaway.com Shares are listed on Euronext Amsterdam and the London Stock Exchange;
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holders of New Just Eat Takeaway.com ADSs vote the underlying New Just Eat Takeaway.com Shares by instructing the depositary bank how to vote the corresponding New Just Eat Takeaway.com Shares, while Just Eat Takeaway.com Shareholders vote directly at any General Meeting;
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certain shareholders’ rights, such as the right to propose resolutions or the right to convene a General Meeting, may not be exercised by New Just Eat Takeaway.com ADS holders unless they first convert their New Just Eat Takeaway.com ADSs into Just Eat Takeaway.com Shares; and
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Just Eat Takeaway.com Shareholders are entitled to receive mailed copies of proxy materials and documents from Just Eat Takeaway.com, while, in lieu of distributing such materials, the depositary bank may distribute to holders of New Just Eat Takeaway.com ADSs instructions on how to retrieve such materials upon request.
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Will the New Just Eat Takeaway.com ADSs issued to Grubhub Stockholders at the time of Completion be listed on an exchange?
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Yes. It is a condition to Completion that the New Just Eat Takeaway.com ADSs to be issued to Grubhub Stockholders in the Transaction be approved for listing on the NYSE or Nasdaq, subject to official notice of issuance. It is also a condition to Completion that the New Just Eat Takeaway.com Shares underlying such New Just Eat Takeaway.com ADSs be approved for (i) admission to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange’s main market for listed securities and (ii) listing and trading on Euronext Amsterdam, in each case to the extent any Just Eat Takeaway.com Shares are then listed on such exchange, subject only to the issuance of such New Just Eat Takeaway.com Shares upon Completion.
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Can I sell the New Just Eat Takeaway.com ADSs that I receive in the Transaction?
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Yes, so long as there is sufficient market demand for the New Just Eat Takeaway.com ADSs. The New Just Eat Takeaway.com ADSs being issued in the Transaction will be transferable (subject to applicable restrictions under the U.S. securities laws) and will be registered with the SEC. It is a condition to Completion that the New Just Eat Takeaway.com ADSs being issued in the Transaction be approved for listing on the NYSE or Nasdaq, subject to official notice of issuance. However, following Completion, there can be no assurance that the New Just Eat Takeaway.com ADSs will continue to satisfy the listing requirements of Nasdaq or that a trading market in the New Just Eat Takeaway.com ADSs will develop or exist at any time. Further, no prediction can be made regarding the liquidity of any such market or the prices at which the New Just Eat Takeaway.com ADSs may trade at any point in time.
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No. The merger consideration only consists of New Just Eat Takeaway.com ADSs. In connection with Completion, all Grubhub Stockholders will only be entitled to receive New Just Eat Takeaway.com ADSs and may not elect to receive Just Eat Takeaway.com Shares in lieu of New Just Eat Takeaway.com ADSs. However, once New Just Eat Takeaway.com ADSs are issued to you, you will have the right to convert those New Just Eat Takeaway.com ADSs into Just Eat Takeaway.com Shares, subject to the payment of any fees charged by the depositary bank relating to such conversion of New Just Eat Takeaway.com ADSs into Just Eat Takeaway.com Shares. Once you hold Just Eat Takeaway.com Shares, you may continue to hold Just Eat Takeaway.com Shares or you may sell those Just Eat Takeaway.com Shares on the London Stock Exchange or Euronext Amsterdam.
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If I am a Grubhub Stockholder, how will I receive the merger consideration to which I am entitled?
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After receiving any requisite documentation from you, following Completion, the exchange agent will mail to you (1) a statement reflecting the whole number of New Just Eat Takeaway.com ADSs you have the right to receive as merger consideration and (2) a check for the cash portion of any cash in lieu of fractional New Just Eat Takeaway.com ADSs and dividends to which you are entitled. If you hold your Grubhub Shares in certificated form, you will need to surrender your certificates for such Grubhub Shares to the exchange agent to receive the merger consideration which you are entitled to receive. For additional information about the exchange of Grubhub Shares for the merger consideration, see “Grubhub Proposal I: Adoption of the Merger Agreement—Exchange of Shares in the Mergers” beginning on page 118 of this proxy statement/prospectus.
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Is the obligation of each of Just Eat Takeaway.com and Grubhub to complete the Transaction subject to any conditions?
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Yes. The obligation of each of Just Eat Takeaway.com and Grubhub to complete the Transaction is subject to the satisfaction or, to the extent legally permissible, waiver on or prior to the first effective time of the following Conditions:
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receipt of (i) the approval by the Grubhub Stockholders of the Merger Agreement proposal (the “Grubhub Stockholder Approval”) and (ii) Just Eat Takeaway.com Shareholder approval of (a) the resolution to pursue the transactions contemplated by the Merger Agreement under Section 2:107a of the Dutch Civil Code, (b) delegation of authority to the Just Eat Takeaway.com Management Board to
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binding nominations for the appointment of the Grubhub Management Board nominee and the Grubhub Supervisory Board nominees not having been overruled by more than half of the votes validly cast, such number of votes representing more than one-third of Just Eat Takeaway.com’s issued share capital, at a General Meeting of the Just Eat Takeaway.com Shareholders (the “Just Eat Takeaway.com Board Nominee Approval” and, together with the Just Eat Takeaway.com Transaction Approvals, the “Just Eat Takeaway.com Shareholder Approval”) (On 7 October 2020, Just Eat Takeaway.com held an Extraordinary General Meeting and obtained the Just Eat Takeaway.com Board Nominee Approval.);
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the expiration or termination of the applicable waiting period under the HSR Act (the “HSR Condition”), satisfaction of the condition relating to the UK Competition and Markets Authority (the “CMA”) (the “CMA Condition”) and receipt of written notification from CFIUS indicating the Transaction is not subject to review or such review has concluded without unresolved national security concerns or, if CFIUS has referred review of the Transaction to the President of the United States, receipt of notice from the President of the United States of their determination not to suspend or prohibit the Transaction or expiration of the applicable waiting period without any determination by the President of the United States (Pursuant to the requirements of the HSR Act, Just Eat Takeaway.com and Grubhub filed Notification and Report Forms with respect to the Transaction with the FTC and DOJ on 24 June 2020 and requested early termination of the HSR Act waiting period. The FTC granted early termination of the HSR Act waiting period on 7 July 2020, thereby satisfying the HSR Condition. On 24 June 2020, Just Eat Takeaway.com filed a briefing paper with the CMA. On 2 July 2020, in response to the briefing paper, the CMA indicated that it had no further questions as of such date regarding the Transaction, thereby satisfying the CMA Condition. On 21 July 2020, Just Eat Takeaway.com and Grubhub filed the joint voluntary notice with CFIUS. Approval from CFIUS was received on 3 September 2020. As a result of the foregoing, all regulatory approvals required for Completion have been obtained.);
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the absence of any legal restraints that prevent, make illegal or prohibit Completion;
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the approval for listing of the New Just Eat Takeaway.com ADSs issuable as the merger consideration on the NYSE or Nasdaq (subject to official notice of issuance);
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the approval for admission of the New Just Eat Takeaway.com Shares to (1) listing on the UK Official List and to trading on the London Stock Exchange’s main market for listed securities and (2) listing and trading on Euronext Amsterdam, in each case to the extent any Just Eat Takeaway.com Shares are then listed on such exchange;
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effectiveness (1) declared by the SEC of the registration statement filed on Form F-4 of which this proxy statement/prospectus forms a part, (2) declared by the SEC of the registration statement on Form F-6 and (3) of the registration statement on Form 8-A (and the absence of any stop order suspending the effectiveness of such registration statements or any proceedings seeking such a stop order);
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the approval of the European Prospectus by the AFM and the FCA, in each case if then applicable, and if then applicable, the AFM’s approval of such European Prospectus having been notified to the FCA in accordance with applicable rules and regulations;
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accuracy of the representations and warranties made in the Merger Agreement by the other parties, subject to certain exceptions;
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performance by the other parties in all material respects of all obligations required to be performed by them under the Merger Agreement that are required to be performed on or prior to Completion; and
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the absence of a material adverse effect on Just Eat Takeaway.com or Grubhub, respectively, since the date of the Merger Agreement.
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What will happen if the Merger Agreement is not adopted at the Grubhub Stockholder Meeting or the other proposals to be considered at the Grubhub Stockholder Meeting are not approved?
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As a condition to Completion, the Merger Agreement must be adopted by holders of a majority of the Grubhub Shares entitled to vote as of the Grubhub record date. The Transaction will not be completed if the Merger Agreement is not adopted at the Grubhub Stockholder Meeting.
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What happens if the Transaction is not completed?
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If the Transaction is not completed for any reason, Grubhub Stockholders will not receive consideration for their Grubhub Shares under the Merger Agreement and Grubhub will remain an independent public company with Grubhub Shares being listed on the NYSE. Upon a termination of the Merger Agreement, under certain circumstances, a termination fee of $144 million may be payable to either Grubhub or Just Eat Takeaway.com. For more information on the fee that may be payable upon termination of the Merger Agreement, see “The Merger Agreement—Expenses and Termination Fees” beginning on page 169 of this proxy statement/prospectus.
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Are Grubhub Stockholders entitled to seek appraisal rights if they do not vote in favor of the adoption of the Merger Agreement?
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No. In accordance with the DGCL, which governs the Transaction, as well as under the Grubhub certificate of incorporation and Grubhub bylaws, no appraisal rights are available to Grubhub Stockholders in connection with the Transaction.
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Is the Transaction expected to be taxable to Grubhub Stockholders?
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Grubhub has received an opinion from Kirkland & Ellis LLP to the effect that the Transaction (1) will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) and Section 368(a)(2)(D) of the Code and (2) will not result in gain being recognized under Section 367(a)(1) of the Code (other than for any Grubhub Stockholder that would be a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Just Eat Takeaway.com following the Transaction that does not enter into a five year gain recognition agreement pursuant to Treasury Regulations Section 1.367(a)-8(c)). If the Transaction so qualifies, and provided, as described below, that the fair market value of Just Eat Takeaway.com, at the time of the Transaction, equals or exceeds the fair market value of Grubhub, as specially determined for purposes of Section 367(a) of the Code, then the Transaction will have the following U.S. federal income tax consequences to you if you are a U.S. holder:
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The exchange of Grubhub Shares for New Just Eat Takeaway.com ADSs in the Transaction will not result in the recognition of any gain or loss with respect to your Grubhub Shares (except with respect to cash received in lieu of a fractional New Just Eat Takeaway.com ADS, as discussed below).
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The aggregate tax basis of the New Just Eat Takeaway.com ADSs (including any fractional New Just Eat Takeaway.com ADS deemed received and redeemed or sold as discussed below) received by you in the Transaction will be the same as the aggregate tax basis of the Grubhub Shares surrendered in exchange therefor.
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The holding period for New Just Eat Takeaway.com ADSs (including a fractional New Just Eat Takeaway.com ADS deemed received and redeemed or sold as discussed below) that you receive in the Transaction will include the holding period of the Grubhub Shares you exchanged for such New Just Eat Takeaway.com ADSs.
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Because Just Eat Takeaway.com will not issue any fractional New Just Eat Takeaway.com ADSs in the Transaction (for avoidance of doubt, other than any fractional shares deemed to be issued and then
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If you have differing bases or holding periods in respect of your Grubhub Shares, you must determine the bases and holding periods in the New Just Eat Takeaway.com ADSs received in the Transaction separately for each identifiable block (that is, stock of the same class acquired at the same time for the same price) of Grubhub Shares you exchange.
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A Grubhub Stockholder will not be subject to Dutch dividend withholding tax with respect to the exchange of Grubhub Shares for New Just Eat Takeaway.com ADSs pursuant to the mergers and cash payments in lieu of fractional entitlements to New Just Eat Takeaway.com ADSs received as part of the mergers. Any dividends or other distributions declared or made by Just Eat Takeaway.com to Grubhub Stockholders pursuant to the Merger Agreement or following the exchange of Grubhub Shares for New Just Eat Takeaway.com ADSs may be subject to Dutch dividend withholding tax.
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What will happen to outstanding Grubhub equity awards in the Transaction?
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In connection with the Transaction, each option that represents the right to acquire Grubhub Shares (each, a “Grubhub option”) that is outstanding immediately prior to the first effective time, whether or not then vested or exercisable, will, at the first effective time, be converted into an option to acquire Just Eat Takeaway.com ADSs (each, an “assumed option”). The number of Just Eat Takeaway.com ADSs underlying each assumed option will equal the product of (i) the number of Grubhub Shares subject to such Grubhub option as of immediately prior to the first effective time and (ii) the exchange ratio divided by the ADS ratio, rounded down to the nearest number of whole Just Eat Takeaway.com ADSs. The exercise price per share of each assumed option will be equal to (x) the exercise price per share of the corresponding Grubhub option divided by (y) the exchange ratio divided by the ADS ratio, rounded up to the nearest whole cent. Each assumed option will otherwise be subject to the other terms and conditions that applied to the corresponding Grubhub option immediately prior to the first effective time.
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When and where will the Grubhub Stockholder Meeting be held?
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Due to health and safety concerns resulting from the COVID-19 pandemic, the Grubhub Stockholder Meeting will be held exclusively in a virtual format on 10 June 2021 at 8 a.m. (Central Time). Grubhub has adopted a virtual format for the Grubhub Stockholder Meeting to make participation accessible for Grubhub Stockholders from any geographic location with Internet connectivity. Grubhub Stockholders who attend the Grubhub Stockholder Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You are entitled to attend and participate in the Grubhub Stockholder Meeting only if you were a Grubhub Stockholder of record as of the close of business on 27 April 2021, the record date for the Grubhub Stockholder Meeting (the “Grubhub record date”), or hold a valid proxy of such Grubhub Stockholder for the Grubhub Stockholder Meeting. To be admitted to the stockholder portion of the Grubhub Stockholder Meeting at www.virtualshareholdermeeting.com/GRUB2021SM, you must enter the 16-digit control number found on your proxy card or voting instruction form. Please note that you will not be able to attend the Grubhub Stockholder Meeting in person.
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Who is entitled to vote at the Grubhub Stockholder Meeting?
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Only Grubhub Stockholders of record as of the Grubhub record date, the close of business on 27 April 2021, or those holding a valid proxy of such a Grubhub Stockholder for the Grubhub Stockholder Meeting, are entitled to vote at the Grubhub Stockholder Meeting and any adjournment thereof. As of the close of business on the Grubhub record date, there were 93,347,555 Grubhub Shares outstanding, held by 19 holders of record. Each Grubhub Share is entitled to one vote.
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What is the deadline for voting my Grubhub Shares?
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If you hold Grubhub Shares as the Grubhub Stockholder of record, your vote by written proxy must be received before the polls close at the Grubhub Stockholder Meeting. The Internet and telephone voting facilities for eligible Grubhub Stockholders of record will close at 11:59 p.m. (Eastern Time), on 9 June 2021. Proxies that are mailed must be received prior to the Grubhub Stockholder Meeting. If you hold shares beneficially in “street name” with a broker, bank, trustee or other nominee, please follow the voting instructions provided by your broker, bank, trustee or other nominee.
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Who may attend the Grubhub Stockholder Meeting?
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Attendance at the Grubhub Stockholder Meeting will be limited to those persons who were Grubhub Stockholders of record as of the Grubhub record date or hold a valid proxy for the Grubhub Stockholder Meeting. To attend online and participate in the Grubhub Stockholder Meeting, you will need to use the 16-digit control number found on your proxy card or voting instruction form to log into www.virtualshareholdermeeting.com/GRUB2021SM. You cannot attend the Grubhub Stockholder Meeting physically.
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What constitutes a quorum for the Grubhub Stockholder Meeting?
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A quorum of Grubhub Stockholders is necessary to hold a valid meeting. A majority of the Grubhub Shares outstanding on the Grubhub record date and entitled to vote on each matter considered at the Grubhub Stockholder Meeting, present via the Grubhub meeting website or represented by proxy, will constitute a quorum. If a quorum is not present, no business can be transacted at that time, and the meeting will be continued, adjourned or postponed to a later date.
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Who will bear the cost of soliciting votes for the Grubhub Stockholder Meeting?
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Just Eat Takeaway.com and Grubhub will each bear their own costs related to the Transaction, the retention of any information agent or other service provider in connection with the Transaction and the fulfillment of
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What is the difference between a “stockholder of record” and a “street name” holder?
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If your Grubhub Shares are registered directly in your name with Grubhub’s transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered, with respect to those Grubhub Shares, a “stockholder of record.” If your Grubhub Shares are held in an account at a brokerage firm, bank, broker-dealer, trust or other similar organization, you are considered the beneficial owner of Grubhub Shares held in “street name.”
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How do I vote if I am a Grubhub Stockholder of record?
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Grubhub Stockholders of record as of the Grubhub record date may have their Grubhub Shares voted by submitting a proxy or may vote at the Grubhub Stockholder Meeting by following the instructions and entering the control number provided on their proxy card. Grubhub recommends that Grubhub Stockholders entitled to vote submit a proxy by 11:59 p.m. (Eastern Time), on 9 June 2021, even if they plan to attend the Grubhub Stockholder Meeting.
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By Internet: Grubhub Stockholders of record may submit their proxy over the Internet by following the instructions on the enclosed proxy card. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. (Eastern Time), on 9 June 2021. Grubhub Stockholders of record who submit a proxy via the Internet should NOT send in their proxy card by mail.
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By Telephone: Grubhub Stockholders of record may submit their proxy by calling the toll-free number listed on the enclosed proxy card. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. (Eastern Time), on 9 June 2021. Grubhub Stockholders of record who submit a proxy by telephone should NOT send in their proxy card by mail.
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By Mail: Grubhub Stockholders of record may submit their proxy by properly completing, signing, dating and mailing the enclosed proxy card in the postage-paid envelope (if mailed in the United States) provided. Grubhub Stockholders of record who vote this way should mail the proxy card early enough so that it is received before the date of the Grubhub Stockholder Meeting.
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At the Virtual Special Meeting: All Grubhub Stockholders of record may vote online during the Grubhub Stockholder Meeting via the Internet at www.virtualshareholdermeeting.com/GRUB2021SM. You may cast your vote electronically during the Grubhub Stockholder Meeting using the 16-digit control number found on your proxy card.
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Q:
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How do I vote if my Grubhub Shares are held in “street name”?
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If your Grubhub Shares are held in “street name” through a broker, bank, trustee or nominee, you will receive instructions on how to vote from your broker, bank, trustee or nominee. You must follow those instructions in order for your Grubhub Shares to be voted. If you hold your Grubhub Shares in “street name” and you have not received a voting instruction form, please contact the broker, bank, trustee or other
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Q:
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Can I change my vote or revoke my proxy?
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A:
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If you are a Grubhub Stockholder of record, you may change your vote or revoke your proxy at any time prior to the final vote at the Grubhub Stockholder Meeting by:
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granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method);
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providing written notice of revocation to Grubhub’s Secretary at Grubhub Inc., 111 W. Washington Street, Suite 2100, Chicago, Illinois 60602, prior to your proxy being exercised at the Grubhub Stockholder Meeting; or
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attending and voting at the virtual Grubhub Stockholder Meeting.
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Q:
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What will happen if I return my proxy card without indicating how to vote?
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If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote your Grubhub Shares “FOR” the Merger Agreement proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal, in accordance with the recommendations of the Grubhub Board.
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Q:
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What happens if I transfer my Grubhub Shares before the Grubhub Stockholder Meeting?
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The Grubhub record date is earlier than the date of the Grubhub Stockholder Meeting and the expected date of Completion. If you transfer your Grubhub Shares after the Grubhub record date but before the Grubhub Stockholder Meeting, you will retain your right to vote at the Grubhub Stockholder Meeting. However, you will have transferred the right to receive the merger consideration in the Transaction. In order to receive the merger consideration, you must hold your Grubhub Shares through Completion.
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What Grubhub Stockholder vote is required for the adoption of the Merger Agreement, and what happens if I abstain?
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Under Delaware law, adoption of the Merger Agreement requires the affirmative vote, in person (which in this case means via virtual attendance at the Grubhub Stockholder Meeting) or by proxy, of the holders of a majority of the outstanding Grubhub Shares entitled to vote thereon as of the Grubhub record date. Accordingly, an abstention or a broker non-vote or any other failure of a Grubhub Stockholder to vote will have the same effect as a vote “AGAINST” the Merger Agreement proposal.
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Q:
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The following are the vote requirements for the other matters to be considered at the Grubhub Stockholder Meeting:
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Non-Binding, Advisory Approval of Transaction-Related Named Executive Officer Compensation: Approval of the non-binding compensation proposal requires the affirmative vote of the holders of a
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Adjournment of the Grubhub Stockholder Meeting: Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the votes properly cast at the Grubhub Stockholder Meeting by Grubhub Stockholders present via the Grubhub meeting website or represented by proxy and entitled to vote thereon as of the Grubhub record date. For purposes of the adjournment proposal, “votes properly cast” means votes “FOR” or “AGAINST.” Abstentions, broker non-votes and any other failures to vote will have no effect on the outcome of the vote on the adjournment proposal.
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What is a “broker non-vote”?
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If you are a beneficial owner whose Grubhub Shares are held of record by a broker, you must instruct the broker how to vote your Grubhub Shares. Brokers, banks, trustees and other nominees who hold Grubhub Shares in “street name” typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions on how to vote from the beneficial owner. However, brokers, banks, trustees and other nominees typically are not allowed to exercise their voting discretion on matters that are “non-routine” without specific instructions on how to vote from the beneficial owner. Under the current rules of the NYSE, the Merger Agreement proposal, the non-binding compensation proposal and the adjournment proposal are non-routine. Therefore, brokers, banks, trustees and other nominees do not have discretionary authority to vote on the Merger Agreement proposal, the non-binding compensation proposal or the adjournment proposal.
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An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions, though counted for the purposes of determining a quorum, will not be counted as votes cast and will have the same effect as a vote “AGAINST” the Merger Agreement proposal. Abstentions will have no effect on the outcome of the vote on the non-binding compensation proposal (assuming a quorum is present at the Grubhub Stockholder Meeting) or the vote on the adjournment proposal (regardless of whether a quorum is present at the Grubhub Stockholder Meeting).
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Is my vote important?
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Yes, your vote is very important regardless of the number of Grubhub Shares you own. If you do not submit a proxy or vote at the virtual Grubhub Stockholder Meeting, it will be more difficult for Grubhub to obtain the necessary quorum to hold the meeting. In addition, the Transaction cannot be completed without the adoption of the Merger Agreement by holders of a majority of the outstanding Grubhub Shares entitled to vote thereon as of the Grubhub record date.
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Q:
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What do I do if I receive more than one set of voting materials?
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You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus, the proxy card or the voting instruction form. This can occur if you hold your Grubhub Shares in more than one brokerage account, if you hold Grubhub Shares directly as a record holder and also in “street name,” or otherwise through another record holder, and in certain other circumstances. If you receive more than one set of voting materials, please vote or return each set separately in order to ensure that all of your Grubhub Shares are voted.
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How do I obtain the voting results from the Grubhub Stockholder Meeting?
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Preliminary voting results will be announced at the Grubhub Stockholder Meeting, and will be set forth in a press release that Grubhub intends to issue after the Grubhub Stockholder Meeting. The press release will be available on Grubhub’s website at www.investors.grubhub.com. Final voting results for the Grubhub Stockholder Meeting are expected to be published in a Current Report on Form 8-K filed with the SEC within four business days after the Grubhub Stockholder Meeting. A copy of this Current Report on Form 8-K will be available on Grubhub’s website after its filing with the SEC. The web address of Grubhub has been included as an inactive textual reference only. Grubhub’s website and the information contained therein or connected thereto are not intended to be incorporated into this proxy statement/prospectus.
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What do I need to do now?
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After carefully reading and considering the information contained in and incorporated by reference into this proxy statement/prospectus, including its annexes, please submit your proxy as promptly as possible, so that your Grubhub Shares may be represented and voted at the Grubhub Stockholder Meeting. To vote your Grubhub Shares:
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submit your proxy via the Internet or by telephone by following the instructions included on your enclosed proxy card;
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sign, date, mark and return the enclosed proxy card in the accompanying postage-paid return envelope; or
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attend the virtual Grubhub Stockholder Meeting via the Grubhub meeting website and vote electronically.
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Should I send in my Grubhub stock certificates now?
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No. If you hold your Grubhub Shares in certificated form, you should not send in your stock certificates at this time. After Completion, the exchange agent will send you a letter of transmittal and instructions for
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Q:
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Whom should I call with questions?
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If you have any questions about the mergers, the Transaction or the Grubhub Stockholder Meeting, or desire additional copies of this proxy statement/prospectus, proxy cards or voting instruction forms, you should contact:
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Q:
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Where can I find more information about Just Eat Takeaway.com and Grubhub?
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You can find more information about Just Eat Takeaway.com and Grubhub from the various sources described under “Where You Can Find More Information” beginning on page 320 of this proxy statement/prospectus.
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Item
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Vote Necessary*
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Grubhub Proposal I
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Adoption of the Merger Agreement
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Approval requires the affirmative vote (in person (which in this case means via virtual attendance at the Grubhub Stockholder Meeting) or by proxy) of the holders of a majority of all of the outstanding Grubhub Shares entitled to vote thereon as of the Grubhub record date.
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Grubhub Proposal II
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Non-Binding, Advisory Vote on Transaction-Related Named Executive Officer Compensation
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Approval requires the affirmative vote of the holders of a majority of the votes properly cast by Grubhub Stockholders present via the Grubhub meeting website or represented by proxy and entitled to vote thereon as of the Grubhub record date.
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Grubhub Proposal III
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Adjournment of the Special Meeting
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Approval requires the affirmative vote of the holders of a majority of the votes properly cast by Grubhub Stockholders present via the Grubhub meeting website or represented by proxy and entitled to vote thereon as of the Grubhub record date.
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*
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Under the rules of the NYSE, if you hold your Grubhub Shares in street name, your nominee or intermediary may not vote your Grubhub Shares without instructions from you. Without your voting instructions, your Grubhub Shares will not be represented by proxy at the Grubhub Stockholder Meeting and, absent your virtual attendance at the Grubhub Stockholder Meeting, will have the same effect as a vote “AGAINST” Grubhub Proposal I. Abstentions from voting will also have the same effect as a vote “AGAINST” Grubhub Proposal I. A failure to provide voting instructions or abstentions will have no effect on Grubhub Proposal II or Grubhub Proposal III.
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the receipt of payments and benefits by executive officers under certain employment arrangements upon a termination without “cause” or for “good reason” (as such terms are defined in “Grubhub Proposal I: Adoption Of The Merger Agreement—Treatment of Grubhub Equity Awards—Potential Payments in Connection with the Transaction—Executive Severance Plan” beginning on page 122 of this proxy statement/prospectus) in connection with or following the Transaction;
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the accelerated vesting of certain Grubhub equity awards upon a termination without “cause” or for “good reason” in connection with or following the Transaction;
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continued indemnification rights in favor of directors and officers of Grubhub; and
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Just Eat Takeaway.com’s agreement to (i) nominate Messrs. Fisher and Frink for appointment to the Just Eat Takeaway.com Supervisory Board, (ii) nominate Mr. Maloney for appointment to the Just Eat Takeaway.com Management Board and (iii) propose the approval of a supplement to Just Eat Takeaway.com’s remuneration policy for the Just Eat Takeaway.com Management Board intended to enable Just Eat Takeaway.com to provide Mr. Maloney with a remuneration package generally consistent with his remuneration as chief executive officer of Grubhub (though this supplement was not approved by Just Eat Takeaway.com Shareholders at the Extraordinary General Meeting held on 7 October 2020; obtaining such approval is not a condition to Completion and, therefore, the failure to approve the supplement does not affect if and when Completion occurs).
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The exchange of Grubhub Shares for New Just Eat Takeaway.com ADSs in the Transaction will not result in the recognition of any gain or loss with respect to your Grubhub Shares (except with respect to cash received in lieu of a fractional New Just Eat Takeaway.com ADS, as discussed below).
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The aggregate tax basis of the New Just Eat Takeaway.com ADSs (including any fractional New Just Eat Takeaway.com ADS deemed received and redeemed or sold as discussed below) received by you in the Transaction will be the same as the aggregate tax basis of the Grubhub Shares surrendered in exchange therefor.
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The holding period for New Just Eat Takeaway.com ADSs (including a fractional New Just Eat Takeaway.com ADS deemed received and redeemed or sold as discussed below) that you receive in the Transaction will include the holding period of the Grubhub Shares you exchanged for such New Just Eat Takeaway.com ADSs.
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Because Just Eat Takeaway.com will not issue any fractional New Just Eat Takeaway.com ADSs in the Transaction (for avoidance of doubt, other than any fractional shares deemed to be issued and then redeemed or sold), if you exchange Grubhub Shares in the Transaction and would otherwise have received a fraction of a New Just Eat Takeaway.com ADS, you will receive cash. In such a case, you will be treated as having received a fractional share and having received such cash in redemption of the fractional share. The amount of any capital gain or loss you recognize will equal the amount of cash received with respect to the fractional share less the ratable portion of the tax basis of the Grubhub Shares surrendered that is allocated to the fractional share. Capital gain or loss will generally be long-term capital gain or loss if your holding period in the Grubhub Shares is more than one year on the date of Completion. The deductibility of capital losses is subject to limitations.
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If you have differing bases or holding periods in respect of your Grubhub Shares, you must determine the bases and holding periods in the New Just Eat Takeaway.com ADSs received in the Transaction separately for each identifiable block (that is, stock of the same class acquired at the same time for the same price) of Grubhub Shares you exchange.
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initiate, seek, solicit or knowingly encourage (including by way of furnishing any non-public information), knowingly induce or knowingly facilitate or take any other action which would reasonably be expected to lead to the making, submission or announcement of any takeover proposal, with respect to such party;
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engage or participate in negotiations or discussions with, or provide any non-public information or non-public data to, any person (other than the parties to the Merger Agreement and their respective officers, directors, employees or representatives) relating to any takeover proposal or grant any waiver or release under any standstill or other agreement (except that if the Just Eat Takeaway.com Management Board and Just Eat Takeaway.com Supervisory Board or the Grubhub Board, as applicable, determine in good faith (after consultation with outside counsel) that the failure to grant any waiver or release would be inconsistent with such party’s directors’ fiduciary duties under applicable law, such party may waive any such standstill provision in order to permit a third party to make a takeover proposal); or
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resolve to take any of the actions described in the preceding two bullet points.
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contact the person who has made such takeover proposal and its representatives in order to clarify the terms of such takeover proposal so that such party’s board or boards, as applicable, may inform itself or themselves about such takeover proposal;
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furnish information concerning its business, properties or assets to the person who made such takeover proposal and its representatives pursuant to a confidentiality agreement that meets certain requirements set forth in the Merger Agreement (provided that all such information has previously been furnished to the other party to the Merger Agreement or is furnished to the other party prior to or substantially concurrently with the time it is furnished to such person); and
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negotiate and participate in discussions and negotiations with the person who has made such takeover proposal and its representatives concerning such takeover proposal.
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promptly (and in any case within one Business Day) provide the other party notice of (1) the receipt of any takeover proposal, including a copy of such takeover proposal, and (2) any inquiries, proposals or offers received by, any requests for non-public information from, or any discussions or negotiations sought to be initiated or continued concerning a takeover proposal or that would reasonably be expected to lead to a takeover proposal, and disclose the identity of the other party (or parties) and the material terms of such inquiry, offer, proposal or request and, in the case of written materials, provide copies of any such substantive materials;
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promptly (and in any case within one Business Day) make available to the other party copies of all substantive written materials provided by such party to the third party but not previously made available to the other party; and
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keep the other party informed on a reasonably prompt basis (and, in any case, within one Business Day of any significant development) of the status and material details (including amendments and proposed amendments) of any such takeover proposal or other inquiry, offer, proposal or request.
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receipt of the Grubhub Stockholder Approval;
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receipt of Just Eat Takeaway.com Shareholder approval of (a) the resolution to pursue the transactions contemplated by the Merger Agreement under Section 2:107a of the Dutch Civil Code, (b) delegation of authority to the Just Eat Takeaway.com Management Board to issue the New Just Eat Takeaway.com Shares and (c) the terms of the Merger Agreement, in each case, by a majority of the votes validly cast by Just Eat Takeaway.com Shareholders at a General Meeting of Just Eat Takeaway.com (clauses (a), (b) and (c) together, the “Just Eat Takeaway.com Transactions Approvals”);
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binding nominations for the appointment of the Grubhub Management Board nominee and the Grubhub Supervisory Board nominees not having been overruled by more than half of the votes validly cast, such number of votes representing more than one-third of Just Eat Takeaway.com’s issued share capital, at a General Meeting of the Just Eat Takeaway.com Shareholders (the “Just Eat Takeaway.com Board Nominee Approval” and, together with the Just Eat Takeaway.com Transactions Approvals,” the “Just Eat Takeaway.com Shareholder Approval”);
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the expiration or termination of the applicable waiting period under the HSR Act (the “HSR Condition”), satisfaction of the condition relating to the UK Competition and Markets Authority (“CMA”) (the “CMA Condition”) and receipt of written notification from CFIUS indicating the Transaction is not subject to review or such review has concluded without unresolved national security concerns or, if CFIUS has referred review of the Transaction to the President of the United States, receipt of notice from the President of the United States of their determination not to suspend or prohibit the Transaction or expiration of the applicable waiting period without any determination by the President of the United States;
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the absence of any legal restraints that prevent, make illegal or prohibit Completion;
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the approval for listing of the New Just Eat Takeaway.com ADSs issuable as the merger consideration on the NYSE or Nasdaq (subject to official notice of issuance);
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the approval for admission of the New Just Eat Takeaway.com Shares to (1) listing on the UK Official List and to trading on the London Stock Exchange’s main market for listed securities and (2) listing and trading on Euronext Amsterdam, in each case to the extent any Just Eat Takeaway.com Shares are then listed on such exchange;
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effectiveness (1) declared by the SEC of the registration statement filed on Form F-4 of which this proxy statement/prospectus forms a part, (2) declared by the SEC of the registration statement on Form F-6 and (3) of the registration statement on Form 8-A (and the absence of any stop order suspending the effectiveness of such registration statements or any proceedings seeking such a stop order); and
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the approval of the European Prospectus by the AFM and the FCA, in each case if then applicable, and if then applicable, the AFM’s approval of such European Prospectus having been notified to the FCA in accordance with applicable rules and regulations.
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the representations and warranties of Grubhub relating to organization, standing, corporate power, authority, noncontravention, opinion of financial advisor, brokers and Grubhub Stockholder Approval being true and correct in all material respects as of the date of the first effective time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date);
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the representation and warranty of Grubhub relating to capitalization being true and correct, except for any de minimis inaccuracies taking into account the size of such party, as of the date of the first effective time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date);
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each other representation and warranty of Grubhub being true and correct (disregarding any “materiality” or “material adverse effect” qualifiers) as of the date of the first effective time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date), except where the failure of such representations and warranties to be so true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a material adverse effect;
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Grubhub having performed in all material respects all obligations required to be performed by it under the Merger Agreement that are required to be performed on or prior to Completion;
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the absence of a material adverse effect on Grubhub since the date of the Merger Agreement; and
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receipt of an officer’s certificate executed by the chief executive officer, chief financial officer or the general counsel of Grubhub, certifying that the five preceding conditions have been satisfied.
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the representations and warranties of Just Eat Takeaway.com, Merger Sub I and Merger Sub II relating to organization, standing, corporate power, authority, noncontravention, brokers and Just Eat Takeaway.com shareholder approvals being true and correct in all material respects as of the date of the first effective time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date);
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the representations and warranties of Just Eat Takeaway.com, Merger Sub I and Merger Sub II relating to capitalization being true and correct, except for any de minimis inaccuracies taking into account the size of such party, as of the date of the first effective time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date);
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each other representation and warranty of Just Eat Takeaway.com, Merger Sub I and Merger Sub II, respectively, being true and correct (disregarding any “materiality” or “material adverse effect” qualifiers) as of the date of the first effective time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date), except where the failure of such representations and warranties to be so true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a material adverse effect;
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each of Just Eat Takeaway.com, Merger Sub I and Merger Sub II having performed in all material respects all obligations required to be performed by such party under the Merger Agreement that are required to be performed on or prior to Completion;
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the absence of a material adverse effect on Just Eat Takeaway.com since the date of the Merger Agreement; and
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receipt of an officer’s certificate executed by the chief executive officer or chief financial officer of Just Eat Takeaway.com certifying that the five preceding conditions have been satisfied.
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by mutual written consent of Just Eat Takeaway.com and Grubhub; or
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by either Just Eat Takeaway.com or Grubhub in the event that:
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the first effective time has not occurred on or before 31 December 2021 (the “end date”), however, no party may terminate the Merger Agreement if the first effective time has not occurred by the end date if the Transaction has not been completed due, in whole or part, to a breach by such party of its representations and warranties or failure to perform its obligations under the Merger Agreement;
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a legal restraint that enjoins, restrains, prevents or prohibits Completion becomes final and unappealable, unless the legal restraint is due, in whole or in part, to such party’s failure to perform its obligations under the Merger Agreement, including its obligations to use its reasonable best efforts to complete the Transaction and the other transactions contemplated by the Merger Agreement as promptly as practicable (as described in “The Merger Agreement—Efforts to Complete the Transaction” beginning on page 162 of this proxy statement/prospectus);
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the Grubhub Stockholder Approval is not obtained at the Grubhub Stockholder Meeting;
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the Just Eat Takeaway.com Shareholder Approval is not obtained at the Extraordinary General Meeting;
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the other party breaches or fails to perform any of its covenants or agreements in the Merger Agreement, or if the other party’s representations or warranties fail to be true and correct, in either case, such that the applicable conditions to the terminating party’s obligations to complete the Transaction would not then be satisfied and such breach is not reasonably capable of being cured by the end date or, if reasonably capable of being cured, has not been cured within 30 days after
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prior to obtaining the approval of the other party’s stockholders or shareholders required to complete the Transaction, the board or boards, as applicable, of the other party effects or effect an adverse recommendation change (as described in “The Merger Agreement—Recommendation of the Grubhub Board” beginning on page 158 of this proxy statement/prospectus and “The Merger Agreement—Recommendation of the Just Eat Takeaway.com Boards” beginning on page 160 of this proxy statement/prospectus); or
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prior to obtaining approval of the party’s stockholders or shareholders required to complete the Transaction, in order to enter into an alternative acquisition agreement (as described in “The Merger Agreement—Recommendation of the Grubhub Board” beginning on page 158 of this proxy statement/prospectus and “The Merger Agreement—Recommendation of the Just Eat Takeaway.com Boards” beginning on page 160 of this proxy statement/prospectus).
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Grubhub terminates the Merger Agreement in order to enter into a definitive agreement providing for a superior proposal;
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the Grubhub Board, or any committee thereof, effects a Grubhub adverse recommendation change prior to obtaining the Grubhub Stockholder Approval and Just Eat Takeaway.com terminates the Merger Agreement as a result of such change in recommendation; or
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(1) the Merger Agreement is terminated because the Transaction has not occurred by the end date, the Grubhub Stockholder Approval is not obtained at the Grubhub Stockholder Meeting or Grubhub breached its obligations under the Merger Agreement, (2) prior to such Grubhub Stockholder vote (in the case of a termination due to the failure to obtain the Grubhub Stockholder Approval) or termination (in all other cases) and after the date of the Merger Agreement, a Grubhub takeover proposal that contemplates acquiring a majority of the capital stock or assets of Grubhub was made known to Grubhub or the Grubhub Board or was publicly disclosed and has not been abandoned or withdrawn (which abandonment or withdrawal shall be public if such Grubhub takeover proposal has been publicly disclosed) prior to the Grubhub Stockholder Meeting or termination of the Merger Agreement and (3) within 12 months after such termination, Grubhub completes or enters into a definitive agreement with respect to and subsequently completes, any Grubhub takeover proposal of such type.
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Just Eat Takeaway.com terminates the Merger Agreement in order to enter into a definitive agreement providing for a superior proposal;
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the Just Eat Takeaway.com Management Board or the Just Eat Takeaway.com Supervisory Board, or any committee thereof, effects an adverse recommendation change prior to obtaining Just Eat Takeaway.com Shareholder Approval and Grubhub terminates the Merger Agreement as a result of such change in recommendation; or
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(1) the Merger Agreement is terminated because the Transaction has not occurred by the end date, the Just Eat Takeaway.com Shareholder Approval is not obtained at the Extraordinary General Meeting or Just Eat Takeaway.com breached its obligations under the Merger Agreement, (2) prior to such Just Eat Takeaway.com Shareholder vote (in the case of a termination due to the failure to obtain Just Eat Takeaway.com Shareholder Approval) or termination (in all other cases) and after the date of the Merger Agreement, a Just Eat Takeaway.com takeover proposal that contemplates acquiring a majority of the capital stock or assets of Just Eat Takeaway.com was made known to Just Eat Takeaway.com or the Just Eat Takeaway.com Management Board or the Just Eat Takeaway.com Supervisory Board or was publicly disclosed and has not been abandoned or withdrawn (which abandonment or withdrawal shall be public if such Just Eat Takeaway.com takeover proposal has been publicly disclosed) prior to the Extraordinary General Meeting or termination of the Merger Agreement and (3) within 12 months after such termination, Just Eat Takeaway.com completes or enters into a definitive agreement with respect to and subsequently completes, any Just Eat Takeaway.com takeover proposal of such type.
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(i)
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the approval of the Merger Agreement proposal by holders of a majority of the outstanding Grubhub Shares entitled to vote as of the Grubhub record date;
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(ii)
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the approval for listing of the New Just Eat Takeaway.com ADSs on the NYSE or Nasdaq (subject to official notice of issuance);
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(iii)
|
the approval for admission of New Just Eat Takeaway.com Shares to listing on the UK Official List and to trading on the London Stock Exchange’s main market for listed securities, and to listing and trading on Euronext Amsterdam, in each case to the extent any Just Eat Takeaway.com Shares are then listed on such exchange, subject in each case only to the issue of such New Just Eat Takeaway.com Shares upon Completion;
|
(iv)
|
the absence of a material adverse effect on Just Eat Takeaway.com or Grubhub, respectively, since the date of the Merger Agreement;
|
(v)
|
the absence of any legal restraints that prevent, make illegal or prohibit Completion or the issuance of the merger consideration;
|
(vi)
|
effectiveness (1) declared by the SEC of the registration statement on Form F-4, of which this proxy statement/prospectus forms a part, (2) declared by the SEC of the registration statement on Form F-6 relating to New Just Eat Takeaway.com ADSs and (3) of the registration statement on Form 8-A relating to the registration under the Exchange Act of the New Just Eat Takeaway.com ADSs to be issued as the merger consideration (and the absence of any stop order suspending the effectiveness of such registration statements or any proceedings seeking such a stop order);
|
(vii)
|
the approval of the European Prospectus by the AFM and FCA, in each case if then applicable, and if then applicable, the AFM’s approval of the European Prospectus having been notified to the FCA in accordance with applicable rules and regulations;
|
(viii)
|
accuracy of the representations and warranties made in the Merger Agreement by the other parties, subject to certain exceptions; and
|
(ix)
|
performance by the other parties in all material respects of all obligations required to be performed by them under the Merger Agreement that are required to be performed on or prior to Completion.
|
•
|
the Grubhub Group may experience negative reactions from the financial markets, its stockholders and its other stakeholders, including negative impacts on the market price of its securities;
|
•
|
the Grubhub Group may experience negative reactions from its consumers, restaurant partners and employees of the Grubhub Group;
|
•
|
the Grubhub Group will be required to pay its costs relating to the Transaction, whether or not Completion occurs;
|
•
|
the Grubhub Group may be required to pay the Just Eat Takeaway.com Group a cash termination fee of $144 million as prescribed by the Merger Agreement;
|
•
|
the Merger Agreement places certain restrictions on the conduct of the business of the Grubhub Group prior to Completion, which may have prevented the Grubhub Group from making certain acquisitions, taking certain other specified actions or otherwise pursuing business opportunities between the signing of the Merger Agreement and the abandonment of the Transaction;
|
•
|
matters relating to Transaction preparation (including integration planning) require substantial commitments of time and resources by Grubhub management, which may result in the distraction of Grubhub’s management from ongoing business operations between the signing of the Merger Agreement and the abandonment of the Transaction; and
|
•
|
the Grubhub Group may be subject to litigation related to any failure to complete the Transaction or related to any enforcement proceeding commenced against Grubhub to perform its obligations under the Merger Agreement.
|
•
|
Creation of one of the world’s largest online food delivery companies. The Transaction will create one of the world’s largest online food delivery companies, measured by GMV and revenue, with strong brands connecting restaurant partners with their consumers in 25 countries. The Enlarged Group processed almost 600 million orders in fiscal year 2019 worth a GMV of nearly €14 billion, generating revenues of €2,727 million on a pro forma basis giving effect to the Just Eat Acquisition and the Transaction as if such transactions had been completed on 1 January 2019, exceeding competitors such as Uber Eats, Delivery Hero, Doordash and Postmates.
|
•
|
Creating a company built around strong positions in four of the world’s most attractive markets in food delivery. The Transaction will create a platform built around strong positions in four of the world’s most attractive markets in food delivery: the United States, the United Kingdom, Germany and the Netherlands, increasing the Enlarged Group’s ability to deploy capital and resources and strengthen its competitive positions in all its markets. These markets show substantial further opportunities for growth, significant penetration upside and longer-term profitability improvements.
|
•
|
The combination of Grubhub and SkipTheDishes to create a North American leader. Grubhub will be much stronger as part of the Just Eat Takeaway.com Group. The combination with the Just Eat Takeaway.com Group’s Canadian business, SkipTheDishes, as well as the increased scale and resources of the Enlarged Group will provide greater flexibility to make strategic, long-term investment decisions.
|
•
|
Grubhub’s advantage in the U.S. market. In the U.S., where the market is competitive and fragmented across local regions and cities, Grubhub’s differentiated offering provides it with unique advantages. Grubhub’s offering includes its large marketplace business, which operates through a hybrid model that combines logistics with its marketplace; its Seamless corporate business; its large geographic footprint; its extensive consumer and restaurant relationships; and its consumer relationship management tools, including loyalty programs.
|
•
|
Enhanced scale and leading positions increases ability to invest and leverage best practices globally. The enhanced scale and leading positions of the Enlarged Group provide an opportunity to leverage best practices from the Just Eat Takeaway.com Group and the Grubhub Group and create the broadest possible offering to both restaurant partners and consumers. The Enlarged Group will have a greater ability to leverage investments, in particular in technology, marketing and restaurant delivery services across the combined business.
|
•
|
Founder-led management team, with a proven track record of building leading positions based on GMV in markets of scale. The Enlarged Group will have a founder-led management team that has over 55 years of combined experience in food delivery, with a proven track record in building leading positions (based on GMV) in markets of scale, the successful execution of mergers and acquisitions, integration programs and capital markets.
|
•
|
Business Climate. The current and prospective business climate in the food delivery industry, including the regulatory and litigation environment, and the position of current and likely competitors, including as a result of other business combinations.
|
•
|
Earnings Impact. The positive impact that the Transaction is expected to have on the earnings of the Just Eat Takeaway.com Group following Completion.
|
•
|
Due Diligence. The results of the due diligence review of the Grubhub Group and its businesses conducted by Just Eat Takeaway.com and its financial advisors and outside legal counsel.
|
•
|
Merger Agreement. The view that the terms and conditions of the Merger Agreement and the Transaction, including the covenants, closing conditions and termination provisions, are favorable to completing the Transaction.
|
•
|
Alternatives Available. Potential strategic alternatives that might be available to Just Eat Takeaway.com relative to the Transaction, including remaining a standalone entity or other acquisition opportunities and the belief of the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board that the Transaction is in the best interests of the Just Eat Takeaway.com Group, its enterprises, stakeholders and its shareholders as a whole given the potential risks, rewards and uncertainties associated with each alternative, including execution and regulatory risks and achievement of anticipated synergies.
|
•
|
the Transaction would combine two strong players in the online food delivery space to create one of the world’s largest online food delivery companies, with enhanced scale and a diversified revenue mix across geographies, restaurant partners and diners, resulting in improved opportunities for growth, investment, cost savings and innovation relative to what Grubhub could achieve on a standalone basis;
|
•
|
following the Transaction, the Enlarged Group would have a greater ability to leverage investments, in particular in technology, marketing and restaurant delivery services across the Enlarged Group;
|
•
|
the Enlarged Group would bring together a compelling, highly complementary global portfolio of strong brands, connecting restaurant partners with diners in 25 countries, resulting in improved opportunities for growth in both the United States and globally relative to what Grubhub could achieve on a standalone basis;
|
•
|
following the Transaction, the Enlarged Group would be focused around four of the world’s most attractive markets in food delivery: the United States, United Kingdom, the Netherlands and Germany, increasing the Enlarged Group’s ability to deploy capital and resources to strengthen its competitive positions in all its markets;
|
•
|
the Transaction would enable the Enlarged Group to create the broadest possible offering to both restaurant partners and diners;
|
•
|
the Transaction would bring together two founder-led management teams with proven track records of building leading positions (based on GMV) in markets of scale, and Grubhub’s chief executive officer would be in a position to continue to build and execute Grubhub’s successful strategy by leading the Enlarged Group’s business in North America, including Canada;
|
•
|
the Enlarged Group would generate various benefits, including through the sharing of best practices in technology, marketing, logistics, sales and procurement across its markets, which is expected to result in the Enlarged Group having greater potential to achieve further earnings growth, enhance unit economics, generate more substantial cash flow and bottom-line impact than what Grubhub could achieve on a standalone basis; and
|
•
|
two Grubhub directors would be appointed to the Just Eat Takeaway.com Supervisory Board and one Grubhub director would be appointed to the Just Eat Takeaway.com Management Board, as more fully described under the section entitled “The Merger Agreement —Just Eat Takeaway.com Supervisory Board and Just Eat Takeaway.com Management Board Following the Transaction” beginning on page 166 of this proxy statement/prospectus, thereby providing a voice for Grubhub’s existing leadership in the Enlarged Group and enhancing the likelihood of obtaining the strategic benefits expected from the Transaction.
|
•
|
the current and historical market prices of Grubhub Shares and Just Eat Takeaway.com Shares, including the market performance of Grubhub Shares and Just Eat Takeaway.com Shares relative to those of other participants in the online food delivery industry and applicable general market indices;
|
•
|
the value of the merger consideration which, based on the closing price of a Just Eat Takeaway.com Share and the Euro-Dollar exchange rate, in each case, as at market close on 9 June 2020, represented a compelling premium to Grubhub Stockholders of approximately 29.7% to the closing price of a Grubhub Share on 9 June 2020 (the last trading day before the announcement of the Transaction), and approximately 60.6% to the closing price of a Grubhub Share on 11 May 2020 (the last trading day before market rumors of a potential transaction involving Grubhub);
|
•
|
the merger consideration would be paid in New Just Eat Takeaway.com ADSs pursuant to a fixed exchange ratio that is expected to result in Grubhub Stockholders owning approximately 30% of the Enlarged Group, and, that no adjustment will be made to the exchange ratio as a result of possible increases or decreases in the trading price of the Grubhub Shares and/or Just Eat Takeaway.com Shares following the announcement of the Transaction;
|
•
|
the merger consideration would provide Grubhub Stockholders with the opportunity to participate meaningfully in any potential growth in the earnings and cash flows of a larger, more diversified company, in any benefits achieved by the Enlarged Group and in any potential future appreciation in the value of the New Just Eat Takeaway.com ADSs following the Transaction;
|
•
|
the Grubhub Board’s conclusion that the merger consideration reflected the best value that Just Eat Takeaway.com would be willing to offer at that time;
|
•
|
the Grubhub Board’s knowledge of Grubhub’s business, operations, financial condition, earnings and prospects, and its knowledge of Just Eat Takeaway.com’s business, operations, financial condition, earnings and prospects;
|
•
|
the risk that Grubhub’s management’s internal financial projections on a standalone basis, including the forecasts described in the section titled “—Certain Unaudited Prospective Financial Information Prepared by Grubhub” beginning on page 101 of this proxy statement/prospectus may not be achieved, in which case the value of Grubhub Shares on a standalone basis could be lower than the implied value of the merger consideration, especially in light of competitive conditions in the U.S. market; and
|
•
|
Grubhub’s and Just Eat Takeaway.com’s intent for the Transaction to qualify as a tax-free reorganization for U.S. federal income tax purposes.
|
•
|
the Transaction is subject to the approval of Grubhub Stockholders;
|
•
|
the requirement that both Grubhub and Just Eat Takeaway.com obtain certain regulatory approvals and clearances to complete the Transaction and undertake significant commitments to obtain such approvals and clearances, in each case as more fully described under the section entitled “The Merger Agreement —Efforts to Complete the Transaction” beginning on page 162 of this proxy statement/prospectus;
|
•
|
the Grubhub Board’s view, after consultation with its legal counsel, that regulatory approvals and clearances would be obtained on a timely basis and the end date (as it may be extended) specified in the Merger Agreement (after which Grubhub or Just Eat Takeaway.com, subject to certain exceptions, may terminate the Merger Agreement) provides the parties with sufficient time to obtain all required regulatory approvals;
|
•
|
the Grubhub Board’s right to respond to and negotiate with respect to unsolicited alternative proposals from third parties in certain circumstances; to change its recommendation to the Grubhub Stockholders to vote “FOR” the adoption of the Merger Agreement if a superior proposal is available or in response to an intervening event; and to terminate the Merger Agreement in the event of a superior proposal, subject to payment to Just Eat Takeaway.com of a termination fee of $144 million, as more fully described under the sections entitled “The Merger Agreement—No Solicitation of Takeover or Alternative Proposals” and “—Grubhub’s Purposes and Reasons for the Transaction; Recommendation of the Grubhub Board” and beginning on pages 156 and 88 of this proxy statement/prospectus, respectively;
|
•
|
the Grubhub Board’s view that the $144 million termination fee that could become payable by Grubhub pursuant to the Merger Agreement in certain circumstances was reasonable and would not likely deter alternative acquisition proposals that would be more favorable to the Grubhub Stockholders than the transactions contemplated by the Merger Agreement, including the Transaction;
|
•
|
Just Eat Takeaway.com’s obligation to pay Grubhub a termination fee of $144 million in certain circumstances, as more fully described under the section entitled “The Merger Agreement—Expenses and Termination Fees” beginning on page 169 of this proxy statement/prospectus; and
|
•
|
the right of each of Grubhub and Just Eat Takeaway.com to specific performance to prevent breaches and to enforce the terms of the Merger Agreement, as more fully described under the section entitled “The Merger Agreement—Enforcement” beginning on page 171 of this proxy statement/prospectus.
|
•
|
the review and analysis of Grubhub’s and Just Eat Takeaway.com’s respective businesses, historical financial performance and condition, operations, properties, assets, regulatory issues, competitive positions, prospects and management provided to the Grubhub Board by Grubhub’s management and Grubhub’s financial advisors;
|
•
|
the recommendation of Grubhub’s management in favor of the Transaction;
|
•
|
the opinion of Evercore, dated 10 June 2020, to the Grubhub Board to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the exchange ratio pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of Grubhub Shares, other than excluded shares, as more fully described below in the section titled “—Opinion of Grubhub’s Financial Advisor” beginning on page 94 of this proxy statement/prospectus;
|
•
|
the nature of alternatives reasonably available to Grubhub, including: (i) remaining a standalone entity and pursuing other strategic alternatives, and (ii) potential transactions with other industry participants, which the Grubhub Board evaluated with the assistance of its financial and legal advisors;
|
•
|
the Grubhub Board’s belief that the Transaction with Just Eat Takeaway.com would create the best reasonably available opportunity to maximize value for Grubhub Stockholders at that time given the potential risks, rewards and uncertainties associated with remaining a standalone entity and pursuing other strategic alternatives or potential transactions with other industry participants;
|
•
|
the reputation, business practices and experience of Just Eat Takeaway.com and its management, including Just Eat Takeaway.com’s success in integrating previously acquired businesses;
|
•
|
the fact that Mr. Jitse Groen, a significant shareholder of Just Eat Takeaway.com in addition to its chief executive officer, would enter into the Voting and Support Agreement, pursuant to which Mr. Groen would agree, among other things, to vote his Just Eat Takeaway.com Shares in favor of the proposals requiring approval by Just Eat Takeaway.com Shareholders to consummate the Transaction; and
|
•
|
the fact that market rumors became public that Grubhub was in discussions involving a potential sale transaction generally, and specifically that Just Eat Takeaway.com was engaging in discussions to acquire Grubhub, which provided any third party wishing to engage in discussions with Grubhub an opportunity to put forward a compelling proposal, and the fact that, although the Grubhub Board had not granted Just Eat Takeaway.com exclusivity and was free to consider indications from any other party, no potential acquirer had made a proposal that was more favorable to Grubhub Stockholders than Just Eat Takeaway.com’s proposal.
|
•
|
the possibility that the Transaction or the other transactions contemplated by the Merger Agreement may not be completed, or that their completion may be delayed for reasons that are beyond the control of Grubhub or Just Eat Takeaway.com, including the failure of Grubhub Stockholders to adopt the Merger Agreement or the failure of the Just Eat Takeaway.com Shareholders to approve the Just Eat Takeaway.com Shareholder Resolutions, including the share issuance and binding nominations, or the failure of Grubhub or Just Eat Takeaway.com to satisfy other requirements, including the receipt of regulatory approvals and clearances, that are conditions to closing the Transaction, and the materially adverse impact that such failure or delay could have on Grubhub’s financial or business condition, results of operations or stock price;
|
•
|
the possibility that, because the merger consideration is based on a fixed exchange ratio and does not provide Grubhub with a price-based termination right or adjustment for fluctuations in the trading price of Just Eat Takeaway.com Shares, Grubhub Stockholders would be exposed to adverse developments in Just Eat Takeaway.com’s business, operations, financial condition, earnings and prospects, and that, as a result, if there is a decrease in the trading price of Just Eat Takeaway.com Shares without a corresponding decrease in the trading price of Grubhub Shares, there would be a potential decrease in the implied value of the merger consideration;
|
•
|
the challenges inherent in the merger of two businesses of the size and geographical diversity and scope of Grubhub and Just Eat Takeaway.com, including the possible diversion of management attention for an extended period of time;
|
•
|
the risk that the Enlarged Group may not be able to successfully integrate the businesses of Grubhub and Just Eat Takeaway.com or that the costs of integration may be greater than anticipated and therefore the Enlarged Group may not be able to fully realize the anticipated benefits of the Transaction;
|
•
|
the execution risks associated with the implementation of the Enlarged Group’s long-term business plan and strategy, which may be different from the execution risks related to Grubhub’s stand-alone business plan;
|
•
|
the lack of opportunity for Grubhub Stockholders to participate in Grubhub’s potential upside as a standalone company, other than indirectly as part of the Enlarged Group;
|
•
|
Just Eat Takeaway.com’s right to respond to and negotiate with respect to unsolicited alternative proposals from third parties in certain circumstances and to terminate the Merger Agreement if a superior proposal were to become available, subject to Just Eat Takeaway.com being obligated to pay Grubhub a termination fee of $144 million, as more fully described under the section entitled “The Merger Agreement—No Solicitation of Takeover or Alternative Proposals” beginning on page 156 of this proxy statement/prospectus;
|
•
|
the Just Eat Takeaway.com Boards’ right to change their recommendation to the Just Eat Takeaway.com Shareholders to vote in favor of the Just Eat Takeaway.com Shareholder Resolutions, including the share issuance and binding nominations, if a superior proposal were to become available or in response to an intervening event, subject to Just Eat Takeaway.com being obligated to pay Grubhub a termination fee of $144 million in certain circumstances, as more fully described under the section entitled “The Merger Agreement—Recommendation of the Just Eat Takeaway.com Boards” beginning on page 160 of this proxy statement/prospectus;
|
•
|
the restrictions in the Merger Agreement on the conduct of Grubhub’s business during the period between execution of the Merger Agreement and Completion, as more fully described under the section entitled “The Merger Agreement—Conduct of Business” beginning on page 153 of this proxy statement/prospectus, which may delay or prevent Grubhub from undertaking business opportunities that may arise or may negatively affect Grubhub’s ability to attract and retain key personnel;
|
•
|
the risk that the pendency of the Transaction or announcement of its completion could adversely affect Grubhub’s relationships with persons with whom Grubhub has a business relationship, including its diners and restaurant partners;
|
•
|
the risk that, despite the efforts of Grubhub and Just Eat Takeaway.com prior to Completion, the Enlarged Group may have difficulties in attracting and retaining key employees;
|
•
|
the risks that the potential benefits discussed above and cost savings sought in the Transaction may not be realized or may not be realized within the expected time period, and that the cost of achieving such benefits and savings may be significantly higher than estimated;
|
•
|
the transaction costs and retention costs to be incurred in connection with the Transaction, regardless of whether the Transaction is completed;
|
•
|
the fact that the Merger Agreement prohibits Grubhub from soliciting or engaging in discussions regarding alternative transactions during the pendency of the Transaction, subject to limited exceptions, as more fully described under the section entitled “The Merger Agreement—No Solicitation of Takeover or Alternative Proposals” beginning on page 156 of this proxy statement/prospectus;
|
•
|
Grubhub’s obligation to pay Just Eat Takeaway.com a termination fee of $144 million in certain circumstances, as more fully described under the section entitled “The Merger Agreement—Expenses and Termination Fees” beginning on page 169 of this proxy statement/prospectus, and the risk that such termination fee may discourage third parties that might otherwise have an interest in a business combination with Grubhub from making alternative proposals;
|
•
|
the fact that some of Grubhub’s directors and executive officers have interests in the Transaction that are different from, or in addition to, the interests of Grubhub Stockholders generally, as more fully described under the section entitled “—Treatment of Grubhub Equity Awards—Interests of Grubhub’s Directors and Executive Officers in the Transaction” beginning on page 120 of this proxy statement/prospectus; and
|
•
|
•
|
reviewed certain publicly available business and financial information relating to Grubhub and Just Eat Takeaway.com that Evercore deemed to be relevant, including publicly available research analysts’ estimates;
|
•
|
reviewed certain non-public historical operating data and assumptions relating to Grubhub prepared and furnished to it by management of Grubhub and approved for use in connection with Evercore’s opinion by management of Grubhub;
|
•
|
reviewed certain non-public historical operating data and assumptions relating to Just Eat Takeaway.com prepared and furnished to it by management of Just Eat Takeaway.com and approved for use in connection with Evercore’s opinion by management of Grubhub;
|
•
|
reviewed certain projected financial data relating to Grubhub and furnished to Evercore by management of Grubhub, as approved for Evercore’s use by Grubhub (referred to as the Grubhub financial projections; see the section entitled “—Certain Unaudited Prospective Financial Information Prepared by Grubhub” beginning on page 101 of this proxy statement/prospectus), and certain projected financial data relating to Just Eat Takeaway.com based on Wall Street research, as adjusted, and approved for Evercore’s use by Grubhub (referred to as the counterparty financial projections; see the section entitled
|
•
|
discussed with managements of Grubhub and Just Eat Takeaway.com their assessment of the past and current operations of Just Eat Takeaway.com, the current financial condition and prospects of Just Eat Takeaway.com, and discussed with management of Grubhub its assessment of the past and current operations of Grubhub, the current financial condition and prospects of Grubhub and the Grubhub financial projections, the counterparty financial projections, and the estimated cost synergies;
|
•
|
performed discounted cash flow analyses on Grubhub based on the Grubhub financial projections and other data provided by the management of Grubhub, as applicable;
|
•
|
performed discounted cash flow analyses on Just Eat Takeaway.com based on the counterparty financial projections and other data provided by the management of Grubhub, as applicable;
|
•
|
reviewed the reported prices and the historical trading activity of the Grubhub Shares and the Just Eat Takeaway.com Shares;
|
•
|
compared the financial performance of Grubhub and Just Eat Takeaway.com and their respective stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;
|
•
|
reviewed the acquisition premia for acquisition transactions announced during the time from 1 January 2010 to 5 June 2020 involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were greater than $1 billion;
|
•
|
reviewed the financial terms and conditions of the Merger Agreement; and
|
•
|
performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.
|
|
Range of Implied Exchange Ratios
|
|
|
0.2618x — 0.4603x
|
|
|
Range of Implied Exchange Ratios
|
|
|
0.2784x — 0.4859x
|
|
|
Range of Implied Exchange Ratios
|
|
|
0.4968x — 0.5400x
|
|
•
|
gross food sales increasing at a compound annual growth rate (“CAGR”) of 15% from 2020 to 2024;
|
•
|
operations and support expense, sales and marketing expense, technology expense, and general and administrative expense collectively increasing at a CAGR of 17% from 2020 to 2024;
|
•
|
capital expenditures and capitalized website and development costs increasing at a CAGR of 4% from 2020 to 2024;
|
•
|
recognizing income tax benefit of $19 million in 2020 and $0 for each of 2021, 2022, 2023 and 2024;
|
•
|
no dividend and no equity issuances occurring other than in connection with share-based compensation; and
|
•
|
no long-term debt outstanding other than the Grubhub Senior Notes.
|
(1)
|
For purposes of the Grubhub financial projections, adjusted EBITDA is calculated as net income (loss) before acquisition, restructuring and certain legal costs, income taxes, net interest expense, depreciation and amortization and stock-based compensation expense.
|
(2)
|
For purposes of the Grubhub financial projections, levered free cash flow is calculated as net income (loss) plus depreciation, amortization, stock-based compensation expenses, change in working capital and cash flow from other operating activities and less capital expenditures.
|
•
|
Adjusted EBITDA margin improving from 7% in 2020 to 31% in 2025 as a result of cost of sales, staff costs, and other operating expense leverage;
|
•
|
Adjusted EBITDA increasing at a CAGR of 13% from 2025 to 2029;
|
•
|
capital expenditures increasing at a CAGR of 10% from 2020 to 2029;
|
•
|
an income tax rate of 21% from 2020 to 2029;
|
•
|
constant foreign exchange rates; and
|
•
|
no dividend and no equity issuances occurring other than in connection with share-based compensation.
|
(EUR, in millions)
|
| |
2020E
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
Adjusted net revenue(1)
|
| |
€1,946
|
| |
€2,375
|
| |
€2,880
|
| |
€3,433
|
| |
€4,040
|
Adjusted EBITDA(2)
|
| |
€143
|
| |
€200
|
| |
€430
|
| |
€720
|
| |
€1,061
|
Unlevered free cash flow(3)
|
| |
€59
|
| |
€93
|
| |
€267
|
| |
€484
|
| |
€740
|
(EUR, in millions)
|
| |
2025E
|
| |
2026E
|
| |
2027E
|
| |
2028E
|
| |
2029E
|
Adjusted net revenue(1)
|
| |
€4,714
|
| |
€N/A
|
| |
€N/A
|
| |
€N/A
|
| |
€N/A
|
Adjusted EBITDA(2)
|
| |
€1,462
|
| |
€1,688
|
| |
€1,925
|
| |
€2,171
|
| |
€2,418
|
Unlevered free cash flow(3)
|
| |
€1,043
|
| |
€1,205
|
| |
€1,380
|
| |
€1,564
|
| |
€1,748
|
(1)
|
For purposes of the counterparty financial projections, adjusted net revenue is defined as commission revenue plus other revenue less vouchers and discounts. The counterparty financial projections do not include adjusted net revenue figures for 2026E-2029E because the publicly available equity analyst forecasts that formed the basis of the counterparty financial projections did not estimate adjusted net revenue over that time period.
|
(2)
|
For purposes of the counterparty financial projections, adjusted EBITDA is defined as profit or loss before depreciation, amortization, impairment, finance income and expenses, share of results of associates and joint ventures, gain on joint ventures disposal, acquisition related transaction and integration costs, and income tax expense, but including stock-based compensation expenses.
|
(3)
|
For purposes of the counterparty financial projections, unlevered free cash flow is calculated as tax affected adjusted EBITDA less capital expenditures and changes in net working capital.
|
•
|
banks, thrifts, mutual funds, financial institutions, underwriters, or insurance companies;
|
•
|
real estate investment trusts and regulated investment companies;
|
•
|
tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;
|
•
|
U.S. expatriates and former citizens or residents of the United States;
|
•
|
dealers or traders in securities, commodities, or currencies;
|
•
|
grantor trusts;
|
•
|
S corporations;
|
•
|
U.S. holders whose “functional currency” is not the U.S. dollar;
|
•
|
U.S. holders who received Grubhub Shares, or after the Transaction, New Just Eat Takeaway.com ADSs, through the exercise of options or otherwise as compensation or through a tax-qualified retirement plan;
|
•
|
U.S. holders who own (directly, indirectly, or through attribution) 5% or more of the vote or value of all outstanding Grubhub Shares;
|
•
|
U.S. holders who own Grubhub Shares, or, after the Transaction, New Just Eat Takeaway.com ADSs, as part of a straddle, synthetic security, hedge, conversion transaction, or other integrated investment; and
|
•
|
U.S. holders that are required to accelerate the recognition of any item of gross income with respect to Grubhub Shares or, after the Transaction, New Just Eat Takeaway.com ADSs as a result of such income being recognized on an applicable financial statement.
|
•
|
a citizen or resident of the United States;
|
•
|
a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any state or political subdivision thereof;
|
•
|
a trust that (a) is subject to the primary jurisdiction of a court within the United States and the control of one or more U.S. persons with respect to all of its substantial decisions, or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person; or
|
•
|
an estate that is subject to U.S. federal income tax on its income, regardless of source.
|
•
|
The exchange of Grubhub Shares for New Just Eat Takeaway.com ADSs in the Transaction will not result in the recognition of any gain or loss with respect to your Grubhub Shares (except with respect to cash received in lieu of a fractional New Just Eat Takeaway.com ADS, as discussed below).
|
•
|
The aggregate tax basis of the New Just Eat Takeaway.com ADSs (including any fractional New Just Eat Takeaway.com ADS deemed received and redeemed or sold as discussed below) received by you in the Transaction will be the same as the aggregate tax basis of the Grubhub Shares surrendered in exchange therefor.
|
•
|
The holding period for New Just Eat Takeaway.com ADSs (including a fractional New Just Eat Takeaway.com ADS deemed received and redeemed or sold as discussed below) that you receive in the Transaction will include the holding period of the Grubhub Shares you exchanged for such New Just Eat Takeaway.com ADSs.
|
•
|
Because Just Eat Takeaway.com will not issue any fractional New Just Eat Takeaway.com ADSs in the Transaction (for avoidance of doubt, other than any fractional shares deemed to be issued and then redeemed or sold), if you exchange Grubhub Shares in the Transaction and would otherwise have
|
•
|
If you have differing bases or holding periods in respect of your Grubhub Shares, you must determine the bases and holding periods in the New Just Eat Takeaway.com ADSs received in the Transaction separately for each identifiable block (that is, stock of the same class acquired at the same time for the same price) of Grubhub Shares you exchange.
|
•
|
is an individual and such individual’s income or capital gains derived from the Grubhub Shares or New Just Eat Takeaway.com ADSs are attributable to employment activities, the income from which is taxable in the Netherlands;
|
•
|
has a substantial interest (aanmerkelijk belang) or a fictitious substantial interest (fictief aanmerkelijk belang) in Grubhub or Just Eat Takeaway.com within the meaning of chapter 4 of the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001). Generally, a Grubhub Stockholder or ADS Holder, as applicable, has a substantial interest in Grubhub or Just Eat Takeaway.com if the ADS Holder, alone or – in case of an individual – together with a partner for Dutch tax purposes, or any relative by blood or by marriage in the ascending or descending line (including foster-children) of the Grubhub Stockholder or ADS Holder, owns or holds, or is deemed to own or hold stocks or certain rights to stocks, including rights to directly or indirectly acquire stocks, directly or indirectly representing 5% or more of Grubhub’s or Just Eat Takeaway.com’s issued capital as a whole or of any class of stocks or profit participating certificates (winstbewijzen) relating to 5% or more of the Grubhub’s or Just Eat Takeaway.com’s annual profits or 5% or more of Grubhub’s or Just Eat Takeaway.com’s liquidation proceeds;
|
•
|
is an entity that, although it is in principle subject to Dutch corporate income tax under the Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969) (the “CITA”), is not subject to Dutch corporate income tax or is fully or partly exempt from Dutch corporate income tax (such as a qualifying pension fund as described in section 5 CITA and a tax exempt investment fund (vrijgestelde beleggingsinstelling) as described in Section 6a CITA);
|
•
|
is an investment institution (beleggingsinstelling) as described in Section 28 CITA; or
|
•
|
is required to apply the participation exemption (deelnemingsvrijstelling) with respect to the Grubhub Shares or New Just Eat Takeaway.com ADSs (as defined in Section 13 CITA). Generally, a Grubhub Stockholder and an ADS Holder is required to apply the participation exemption if it is subject to Dutch corporate income tax and it, or a related entity, holds an interest of 5% or more of the nominal paid-up share capital in Grubhub or the Just Eat Takeaway.com (including through New Just Eat Takeaway.com ADSs).
|
•
|
Grubhub Stockholders who are resident or deemed to be resident in the Netherlands for Dutch income tax or Dutch corporate income tax purposes or opted to be (partially) treated as such;
|
•
|
Grubhub Stockholders who derive profits from an enterprise, whether as entrepreneur or by being co-entitled to the net worth of this enterprise other than as an entrepreneur or shareholder and this enterprise is fully or partly carried on through a permanent establishment (vaste inrichting) or a permanent representative (vaste vertegenwoordiger) in the Netherlands, to which the Grubhub Shares are attributable;
|
•
|
individuals who derive benefits from miscellaneous activities (resultaat uit overige werkzaamheden) carried out in the Netherlands in respect of the Grubhub Shares, including, without limitation, activities which are beyond the scope of active portfolio investment activities;
|
•
|
Grubhub Stockholders who are not individuals and who are entitled to a share, other than by way of securities, in the profits of an enterprise or a co-entitlement to the net worth of an enterprise which is effectively managed in the Netherlands and to which enterprise the Grubhub Shares are attributable; or
|
•
|
Grubhub Stockholders who are individuals and who are entitled to a share, other than by way of securities, in the profits of an enterprise that is effectively managed in the Netherlands and to which enterprise the Grubhub Shares are attributable.
|
•
|
distributions of profits in cash or in kind, whatever they be named or in whatever form;
|
•
|
proceeds from the liquidation of Just Eat Takeaway.com or proceeds from the repurchase of New Just Eat Takeaway.com ADSs by Just Eat Takeaway.com, other than as a temporary portfolio investment (tijdelijke belegging), in excess of the average paid-in capital recognized for Dutch dividend withholding tax purposes;
|
•
|
the par value of the New Just Eat Takeaway.com ADSs issued to an ADS Holder or an increase in the par value of the New Just Eat Takeaway.com ADSs, to the extent that no related contribution, recognized for Dutch dividend withholding tax purposes, has been made or will be made; and
|
•
|
partial repayment of paid-in capital, that is
|
•
|
not recognized for Dutch dividend withholding tax purposes, or
|
•
|
recognized for Dutch dividend withholding tax purposes, to the extent that Just Eat Takeaway.com has “net profits” (zuivere winst), unless (a) the General Meeting of Just Eat Takeaway.com Shareholders has resolved in advance to make this repayment, and (b) the par value of the New Just Eat Takeaway.com ADSs concerned has been reduced by an equal amount by way of an amendment to the articles of association of Just Eat Takeaway.com. The term “net profits” includes anticipated profits that have yet to be realized.
|
•
|
is an entity which is resident in a member state of the EU, or a state that is a party to the EEA, or is a Qualifying ADS Holder (as defined below);
|
•
|
is not subject to a profit tax levied by that state; and
|
•
|
would not have been subject to Dutch corporate income tax had the ADS Holder been resident in the Netherlands,
|
•
|
if the US ADS Holder is an exempt pension trust as described in Article 35 of the Treaty or an exempt organization as described in Article 36 of the Treaty, the US ADS Holder is entitled to an exemption from Dutch dividend withholding tax;
|
•
|
if the US ADS Holder is a company that directly holds at least 80% of the voting power in Just Eat Takeaway.com and certain other conditions are met, the US ADS Holder is entitled to an exemption from Dutch dividend withholding tax; and
|
•
|
if the US ADS Holder is a company that directly holds at least 10%, but less than 80% of the voting power in Just Eat Takeaway.com, the US ADS Holder will be entitled to a reduction of Dutch withholding tax to a rate of 5%.
|
•
|
a person other than the ADS Holder wholly or partly, directly or indirectly, benefits from the dividends;
|
•
|
that other person retains or acquires, directly or indirectly, an interest similar to that in the New Just Eat Takeaway.com ADSs on which the dividends were paid; and
|
•
|
that other person is entitled to a credit, reduction or refund of Dutch dividend withholding tax that is less than that of the ADS Holder.
|
•
|
individuals who are resident or deemed to be resident in the Netherlands for Dutch income tax purposes (“Dutch Resident Individuals”); and
|
•
|
entities or enterprises that are subject to the CITA and are resident or deemed to be resident in the Netherlands for Dutch corporate income tax purposes (“Dutch Resident Corporate Entities”).
|
•
|
an enterprise from which a Dutch Resident Individual derives profits, whether as an entrepreneur (ondernemer) or by being co-entitled (medegerechtigde) to the net worth of this enterprise other than as an entrepreneur or shareholder; or
|
•
|
miscellaneous activities, including activities which are beyond the scope of active portfolio investment activities (meer dan normaal vermogensbeheer).
|
•
|
the ADS Holder derives profits from an enterprise, whether as entrepreneur or by being co-entitled to the net worth of this enterprise other than as an entrepreneur or shareholder and this enterprise is fully or partly carried on through a permanent establishment (vaste inrichting) or a permanent representative (vaste vertegenwoordiger) in the Netherlands, to which the New Just Eat Takeaway.com ADSs are attributable;
|
•
|
the ADS Holder is an individual and derives benefits from miscellaneous activities (resultaat uit overige werkzaamheden) carried out in the Netherlands in respect of the New Just Eat Takeaway.com ADSs, including, without limitation, activities which are beyond the scope of active portfolio investment activities;
|
•
|
the ADS Holder is not an individual and is entitled to a share, other than by way of securities, in the profits of an enterprise or a co-entitlement to the net worth of an enterprise which is effectively managed in the Netherlands and to which enterprise the New Just Eat Takeaway.com ADSs are attributable; or
|
•
|
the ADS Holder is an individual and is entitled to a share, other than by way of securities, in the profits of an enterprise which is effectively managed in the Netherlands and to which enterprise the New Just Eat Takeaway.com ADSs are attributable.
|
•
|
the ADS Holder is resident, or is deemed to be resident, in the Netherlands at the time of the gift or death of the ADS Holder;
|
•
|
the ADS Holder dies within 180 days after the date of the gift of the New Just Eat Takeaway.com ADSs and was, or was deemed to be, resident in the Netherlands at the time of the ADS Holder’s death but not at the time of the gift; or
|
•
|
the gift of the New Just Eat Takeaway.com ADSs is made under a condition precedent and the ADS Holder is resident, or is deemed to be resident, in the Netherlands at the time the condition is fulfilled.
|
•
|
the receipt of payments and benefits by executive officers under certain employment arrangements upon a termination by Grubhub without “cause” or by the executive officer for “good reason (each term, for purposes of this section, as defined under “—Treatment of Grubhub Equity Awards—Potential Payments in Connection with the Transaction—Executive Severance Plan” beginning on page 122 of this proxy statement/prospectus) in connection with or following the Transaction;
|
•
|
the accelerated vesting of certain Grubhub equity awards upon a termination by Grubhub without “cause” or by the executive officer for “good reason” in connection with or following the Transaction;
|
•
|
continued indemnification rights in favor of directors and officers of Grubhub; and
|
•
|
Just Eat Takeaway.com’s agreement to (i) nominate Messrs. Fisher and Frink for appointment to the Just Eat Takeaway.com Supervisory Board, (ii) nominate Mr. Maloney for appointment to the Just Eat Takeaway.com Management Board and (iii) propose the approval of a supplement to Just Eat Takeaway.com’s remuneration policy for the Just Eat Takeaway.com Management Board intended to enable Just Eat Takeaway.com to provide Mr. Maloney with a remuneration package generally consistent with his remuneration as chief executive officer of Grubhub (though this supplement was not adopted by Just Eat Takeaway.com Shareholders at the Extraordinary General Meeting held on 7 October 2020; obtaining such approval is not a condition to Completion and, therefore, the failure to approve the supplement does not affect if and when Completion occurs).
|
•
|
Each Grubhub option, whether or not then vested or exercisable, will be converted into an assumed option with respect to the number of Just Eat Takeaway.com ADSs that is equal to the product of (i) the number of Grubhub Shares subject to such Grubhub option as of immediately prior to the first effective time and (ii) the exchange ratio divided by the ADS ratio, rounded down to the nearest number of whole Just Eat Takeaway.com ADSs. The exercise price per share of each assumed option will be equal to (x) the exercise price per share of the corresponding Grubhub option divided by (y) the exchange ratio divided by the ADS ratio, rounded up to the nearest whole cent. Following the first effective time, each assumed option will be subject to the other terms and conditions that applied to the corresponding Grubhub option immediately prior to the first effective time. Just Eat Takeaway.com may, in its sole discretion, provided it is acting reasonably, substitute Just Eat Takeaway.com Shares for Just Eat Takeaway.com ADSs as the security underlying the assumed options. In such case, the number of Just Eat Takeaway.com Shares underlying such assumed options will equal the product of (i) the number of Grubhub Shares subject to such Grubhub option as of immediately prior to the first effective time and (ii) the exchange ratio, rounded down to the nearest number of whole Just Eat Takeaway.com Shares, and the exercise price per share of each assumed option will be equal to (A) the exercise price per share of the corresponding Grubhub option divided by (B) the exchange ratio, rounded up to the nearest whole cent.
|
•
|
Each Grubhub RSU will be converted into an assumed RSU with respect to a number of Just Eat Takeaway.com ADSs equal to the product of (i) the number of Grubhub Shares subject to such Grubhub RSU immediately prior to the first effective time and (ii) the exchange ratio divided by the ADS ratio, rounded to the nearest number of whole Just Eat Takeaway.com ADSs. Following the first effective time, each assumed RSU will be subject to the other terms and conditions that applied to the corresponding Grubhub RSU immediately prior to the first effective time. Just Eat Takeaway.com may, in its sole discretion, provided it is acting reasonably, substitute Just Eat Takeaway.com Shares for Just Eat Takeaway.com ADSs as the security underlying the assumed RSUs. In such case, the number of Just Eat Takeaway.com Shares underlying such assumed RSUs will equal the product of (i) the number of Grubhub Shares subject to such Gruhhub RSU as of immediately prior to the first effective time and (ii) the exchange ratio, rounded to the nearest number of whole Just Eat Takeaway.com Shares.
|
•
|
Assumed options and assumed RSUs held by Grubhub’s executive officers will otherwise remain subject to accelerated vesting upon the occurrence of an involuntary termination of service or employment without “cause” or by the holder for “good reason” (each as defined in the Grubhub Executive Severance Plan, as described below) if such termination occurs during the period beginning 45 days prior to and ending 12 months after a change in control, which includes the Transaction.
|
Name
|
| |
Number of
Shares Subject to
Unvested In-the-
Money Options(1)
|
| |
Estimated Value
of Unvested In-
the-Money
Options(2)
|
| |
Number of
Shares Subject to
Unvested RSUs
|
| |
Estimated Value
of Unvested
RSUs(3)
|
Named Executive Officers
|
| |
|
| |
|
| |
|
| |
|
Matthew Maloney
|
| |
135,056
|
| |
$1,570,701
|
| |
173,775
|
| |
$10,807,067
|
Adam DeWitt
|
| |
—
|
| |
—
|
| |
155,169
|
| |
$9,649,960
|
Samuel Hall
|
| |
—
|
| |
—
|
| |
65,841
|
| |
$4,094,652
|
Margo Drucker
|
| |
—
|
| |
—
|
| |
50,158
|
| |
$3,119,326
|
Maria Belousova(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Brandt Kucharski
|
| |
—
|
| |
—
|
| |
18,849
|
| |
$1,172,219
|
|
| |
|
| |
|
| |
|
| |
|
Other Executive Officers as a Group(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Non-Employee Directors
|
| |
|
| |
|
| |
|
| |
|
David Habiger
|
| |
1,242
|
| |
$5,912
|
| |
540
|
| |
$33,583
|
Brian McAndrews
|
| |
1,242
|
| |
$5,912
|
| |
540
|
| |
$33,583
|
Keith Richman
|
| |
1,242
|
| |
$5,912
|
| |
540
|
| |
$33,583
|
Linda Johnson Rice
|
| |
1,242
|
| |
$5,912
|
| |
540
|
| |
$33,583
|
Katrina Lake
|
| |
1,242
|
| |
$5,912
|
| |
540
|
| |
$33,583
|
Girish Lakshman
|
| |
1,242
|
| |
$5,912
|
| |
540
|
| |
$33,583
|
Lloyd Frink
|
| |
1,242
|
| |
$5,912
|
| |
540
|
| |
$33,583
|
David Fisher
|
| |
1,242
|
| |
$5,912
|
| |
540
|
| |
$33,583
|
(1)
|
The executive officers also hold the following unvested Grubhub options with an exercise price at or above $62.19: (i) Mr. Maloney, 72,072; (ii) Mr. DeWitt, 48,117; (iii) Mr. Hall, 13,866; and (iv) Ms. Drucker, 15,445.
|
(2)
|
The estimated value of the unvested Grubhub options with an exercise price below $62.19 is equal to the product of (i) (A) the estimated closing value minus (B) the applicable per share exercise price of each applicable Grubhub option and (ii) the number of shares underlying each applicable Grubhub option.
|
(3)
|
The estimated value of the unvested Grubhub RSUs is equal to the product of (i) the estimated closing value and (ii) the number of shares underlying each Grubhub RSU.
|
(4)
|
Ms. Belousova ceased serving as Grubhub’s chief technology officer on 1 May 2020. Ms. Belousova currently does not, and is not expected to, hold any Grubhub Options or Grubhub RSUs as of the assumed Completion date.
|
(5)
|
Grubhub does not have any executive officers who are not named executive officers.
|
•
|
cash severance equal to (i) 1.5x the sum of base salary and target bonus for Grubhub’s chief executive officer; (ii) 1.0x the sum of base salary and target bonus for Grubhub’s named executive officers, other than the chief executive officer and Mr. Kucharski; and (iii), and 0.5x the sum of base salary and target bonus for Mr. Kucharski;
|
•
|
subsidized COBRA continuation for (i) 18 months for the chief executive officer; (ii) 12 months for Grubhub’s named executive officers other than the chief executive officer and Mr. Kucharski; and (iii) 6 months for Mr. Kucharski;
|
•
|
target annual bonus for the year of termination prorated to reflect the number of days that the executive officer was employed during the year of termination of employment;
|
•
|
accelerated vesting of outstanding equity awards; and
|
•
|
up to one-year post termination exercise period for any stock options.
|
Name
|
| |
Cash
($)(1)
|
| |
Equity
($)(2)
|
| |
Perquisites/
Benefits
($)(3)
|
| |
Total
($)
|
Matthew Maloney
|
| |
$1,781,901
|
| |
$12,377,769
|
| |
$31,854
|
| |
$14,191,524
|
Adam DeWitt
|
| |
$813,941
|
| |
$9,649,960
|
| |
$21,236
|
| |
$10,485,137
|
Samuel Hall
|
| |
$562,601
|
| |
$4,094,652
|
| |
$21,236
|
| |
$4,678,489
|
Margo Drucker
|
| |
$675,787
|
| |
$3,119,326
|
| |
$21,236
|
| |
$3,816,349
|
Maria Belousova(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Brandt Kucharski
|
| |
$200,277
|
| |
$1,172,219
|
| |
$10,618
|
| |
$1,383,114
|
(1)
|
Amounts shown reflect the cash severance payments pursuant to the Executive Severance Plan as described in detail above. The cash severance amounts included in this column are considered to be “double-trigger” payments, which means that both a change in control, such as the Transaction, and a qualifying termination of employment must occur, prior to any payment being provided to the named executive officer. The amounts described above include the components described in the table below.
|
Name
|
| |
Severance
|
| |
Prorated
Annual
Bonus
|
| |
Total Cash
($)
|
Matthew Maloney
|
| |
$1,660,500
|
| |
$121,401
|
| |
$1,781,901
|
Adam DeWitt
|
| |
$733,500
|
| |
$80,441
|
| |
$813,941
|
Samuel Hall
|
| |
$507,000
|
| |
$55,601
|
| |
$562,601
|
Margo Drucker
|
| |
$609,000
|
| |
$66,787
|
| |
$675,787
|
Maria Belousova(4)
|
| |
—
|
| |
—
|
| |
—
|
Brandt Kucharski
|
| |
$173,875
|
| |
$26,402
|
| |
$200,277
|
(2)
|
Amounts shown reflect the value provided in respect of unvested Grubhub options and Grubhub RSUs as more fully described above under the section entitled “—Treatment of Grubhub Equity Awards—Treatment of Grubhub Outstanding Equity Awards for Grubhub’s Directors and Executive Officers” beginning on page 121 of this proxy statement/prospectus. The amounts in this column are considered to be “double-trigger” which means that both a change in control, such as the Transaction, and a qualifying termination of employment must occur, prior to any payment being provided to the named executive officer. In addition to the acceleration of unvested Grubhub options, any Grubhub options vested as of termination (whether previously vested or accelerated pursuant to the Executive Severance Plan) will be subject to an extended post-termination exercise period of one year (rather than 90 days) from the date of termination (or, if earlier, the expiration of the original option term). The amounts described above include the components described in the table below.
|
Name
|
| |
Value of
Unvested
Grubhub
Options
|
| |
Value of
Unvested
Grubhub
RSUs
|
| |
Total Equity
($)
|
Matthew Maloney
|
| |
$1,570,701
|
| |
$10,807,067
|
| |
$12,377,769
|
Adam DeWitt
|
| |
—
|
| |
$9,649,960
|
| |
$9,649,960
|
Samuel Hall
|
| |
—
|
| |
$4,094,652
|
| |
$4,094,652
|
Margo Drucker
|
| |
—
|
| |
$3,119,326
|
| |
$3,119,326
|
Maria Belousova(4)
|
| |
—
|
| |
—
|
| |
—
|
Brandt Kucharski
|
| |
—
|
| |
$1,172,219
|
| |
$1,172,219
|
(3)
|
Amounts shown assume the cost of continued benefits for an 18-month period for Mr. Maloney and 12-month period for the other named executive officers. The amounts in this column are considered to be “double-trigger” which means that both a change in control, such as the Transaction, and a qualifying termination of employment must occur, prior to any benefit being provided to the named executive officer.
|
(4)
|
Ms. Belousova ceased serving as Grubhub’s chief technology officer on 1 May 2020. Ms. Belousova will not receive any additional compensation in connection with the Transaction.
|
•
|
Executive Sessions. Just Eat Takeaway.com will not be required to and, in reliance on home country practice, may not, comply with certain Nasdaq rules requiring Just Eat Takeaway.com’s independent directors to meet in regularly scheduled executive sessions at which only independent directors are present. The Just Eat Takeaway.com Supervisory Board is currently composed entirely of independent directors and the Just Eat Takeaway.com Supervisory Board meets without any member of the Just Eat Takeaway.com Management Board present; however, because executive sessions are not a common practice in the Netherlands, Just Eat Takeaway.com currently intends to follow Dutch practice which does not require independent directors of the supervisory board to meet regularly in executive sessions separate from the full supervisory board.
|
•
|
Quorum. Just Eat Takeaway.com will not be required to and, in reliance on home country practice, may not, comply with certain Nasdaq rules requiring Just Eat Takeaway.com’s articles of association to prescribe a general quorum for its general meetings. Just Eat Takeaway.com currently intends to follow Dutch practice which does not require Just Eat Takeaway.com’s articles of association to prescribe a general quorum for its general meetings.
|
•
|
Code of Conduct. Just Eat Takeaway.com will not be required to, and in reliance on home country practice, may not, comply with certain Nasdaq rules requiring Just Eat Takeaway’s “code of conduct” to be as described in the Nasdaq Listing Rules. Just Eat Takeaway.com has adopted both a code of conduct and a whistleblower policy to provide ethical guidelines for employees and executives;
|
|
| |
Year ended 31 December(1)
|
||||||||||||
in millions of euro. (except per share amounts)
|
| |
2020(2)
|
| |
2019(3)(4)
|
| |
2018(5)
|
| |
2017(6)
|
| |
2016(7)
|
Statement of profit or loss data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
2,042
|
| |
416
|
| |
232
|
| |
163
|
| |
109
|
Operating loss
|
| |
(124)
|
| |
(76)
|
| |
(34)
|
| |
(37)
|
| |
(25)
|
Loss for the period
|
| |
(170)
|
| |
(121)
|
| |
(7)
|
| |
(42)
|
| |
(31)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Per ordinary share data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Loss attributable to owners of Just Eat Takeaway.com (basic and diluted)
|
| |
(170)
|
| |
(121)
|
| |
(7)
|
| |
(42)
|
| |
(31)
|
Weighted average number of ordinary shares outstanding (basic and diluted)
|
| |
140
|
| |
58
|
| |
43
|
| |
43
|
| |
37
|
Basic loss per share
|
| |
(1.21)
|
| |
(2.08)
|
| |
(0.17)
|
| |
(0.97)
|
| |
(0.84)
|
Diluted loss per share
|
| |
(1.21)
|
| |
(2.08)
|
| |
(0.17)
|
| |
(0.97)
|
| |
(0.84)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Statement of financial position data (at period end):
|
| |
|
| |
|
| |
|
| |
|
| |
|
Total assets
|
| |
10,354
|
| |
1,661
|
| |
413
|
| |
198
|
| |
237
|
Total non-current borrowings (including lease liabilities)
|
| |
540
|
| |
239
|
| |
—
|
| |
—
|
| |
—
|
Ordinary share capital and premium (8)
|
| |
8,807
|
| |
1,327
|
| |
252
|
| |
251
|
| |
251
|
Net assets
|
| |
8,486
|
| |
1,134
|
| |
143
|
| |
150
|
| |
188
|
(1)
|
All of the information above is in respect of continuing operations.
|
(2)
|
On 31 January 2020, the Just Eat Takeaway.com Group’s acquisition of the issued share capital of Just Eat was declared wholly unconditional. The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020, which is the date the CMA’s initial enforcement order was lifted.
|
(3)
|
The Just Eat Takeaway.com Group adopted IFRS 16 Leases (as issued by the IASB in January 2016) effective as of 1 January 2019. IFRS 16 replaces IAS 17 Leases and IFRIC 4. IFRS 16 introduces significant changes to lessee accounting by removing the distinction between operating and finance lease and requiring the recognition of a right-of-use asset and a lease liability at commencement for all leases, except for short-term leases and leases of low-value assets when such recognition exemptions are adopted. The Just Eat Takeaway.com Group has adopted IFRS 16 using the modified retrospective method, under which the cumulative effect of initial
|
(4)
|
On 1 April 2019, the Just Eat Takeaway.com Group’s acquisition of the German businesses of Delivery Hero, consisting of Delivery Hero Germany GmbH and Foodora GmbH, which operated the Lieferheld, Pizza.de and Foodora brands in Germany, was completed.
|
(5)
|
On 26 September 2018, the Just Eat Takeaway.com Group acquired 100% of the shares in 10bis.co.il Ltd via the acquisition of Biscuit Holdings Ltd., which owns 80% of the shares in 10bis.co.il Ltd and via the acquisition of 20% of the shares from the former owner.
|
(6)
|
Revenue as included in the Just Eat Takeaway.com Group’s unaudited consolidated financial statements as of and for the year ended 31 December 2017 amounted to €166 million and was retrospectively adjusted in the Just Eat Takeaway.com Group’s unaudited consolidated financial statements as of and for the year ended 31 December 2018 (the “IFRS 2018 Consolidated Financial Statements”) to reflect the reclassification of voucher expenses from marketing expenses to revenue amounting to €3 million (unaudited) under IFRS 15 and, therefore, revenue for the year ended 31 December 2017 is extracted from the IFRS 2018 Consolidated Financial Statements.
|
(7)
|
Revenue as included in the Just Eat Takeaway.com Group’s unaudited consolidated financial statements as of and for the year ended 31 December 2016 (the “IFRS 2016 Consolidated Financial Statements”) amounted to €112 million and has been retrospectively adjusted for the purposes of this proxy statement/prospectus to reflect the reclassification of voucher expenses from marketing expenses to revenue amounting to €3 million (unaudited) under IFRS 15 and, therefore, is not extracted directly from the IFRS 2016 Consolidated Financial Statements.
|
(8)
|
Just Eat Takeaway.com did not have any redeemable preferred stock outstanding as of the dates presented.
|
|
| |
Year ended 31 December(1)
|
||||||||||||
in millions of USD (except per share amounts)
|
| |
2020
|
| |
2019(2)
|
| |
2018(3)(4)
|
| |
2017(5)
|
| |
2016
|
Statements of operations data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenues
|
| |
1,820
|
| |
1,312
|
| |
1,007
|
| |
683
|
| |
493
|
Income (loss) from operations
|
| |
(149)
|
| |
(6)
|
| |
85
|
| |
90
|
| |
84
|
Net income (loss) per attributable to common stockholders
|
| |
(156)
|
| |
(19)
|
| |
79
|
| |
99
|
| |
50
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Per common share data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net income (loss) attributable to common stockholders
|
| |
(156)
|
| |
(19)
|
| |
79
|
| |
99
|
| |
50
|
Weighted-average common shares outstanding (basic)
|
| |
92
|
| |
91
|
| |
90
|
| |
86
|
| |
85
|
Basic income (loss) per share
|
| |
(1.69)
|
| |
(0.20)
|
| |
0.88
|
| |
1.15
|
| |
0.58
|
Weighted-average common shares outstanding (diluted)
|
| |
92
|
| |
91
|
| |
92
|
| |
88
|
| |
86
|
Diluted income (loss) per share(6)
|
| |
(1.69)
|
| |
(0.20)
|
| |
0.85
|
| |
1.12
|
| |
0.58
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Balance sheet data (at period end):
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash, cash equivalents and short-term investments
|
| |
413
|
| |
425
|
| |
225
|
| |
258
|
| |
324
|
Total assets
|
| |
2,389
|
| |
2,375
|
| |
2,066
|
| |
1,544
|
| |
1,198
|
Long-term debt
|
| |
494
|
| |
500
|
| |
342
|
| |
174
|
| |
—
|
Capital stock (excluding long term debt)(7)
|
| |
1,243
|
| |
1,164
|
| |
1,095
|
| |
849
|
| |
806
|
Net assets
|
| |
1,417
|
| |
1,494
|
| |
1,442
|
| |
1,118
|
| |
972
|
Working capital(8)
|
| |
216
|
| |
317
|
| |
141
|
| |
186
|
| |
286
|
(1)
|
All of the information above is in respect of continuing operations.
|
(2)
|
The Grubhub Group adopted ASC Topic 842 using the modified retrospective transition method applied to all existing leases beginning 1 January 2019. Periods prior to adoption were not adjusted and continue to be reported in accordance with historic accounting guidance under ASC Topic 840. The adoption of ASC Topic 842 resulted in the recognition on the consolidated balance sheets as of 1 January 2019 of right-of-use assets of $81.2 million and lease liabilities for operating leases of $97.7 million, but did not result in a cumulative-effect adjustment on retained earnings. The operating lease right-of-use asset includes the impact upon adoption of ASC Topic 842 of the derecognition of lease incentives, deferred rent, below-market lease intangibles, cease-use liabilities and prepaid rent balances recognized in prepaid expenses and other current assets and current and noncurrent other accruals on the consolidated balance sheets as of 31 December 2018. The adoption of ASC Topic 842 did not have a material impact to the Grubhub Group’s consolidated results of operations or cash flows.
|
(3)
|
On 7 November 2018, the Grubhub Group acquired all of the issued and outstanding shares of Tapingo Ltd. (“Tapingo”), a platform for campus food ordering with direct integration into college meal plans and point of sale systems. On 13 September 2018, the Grubhub Group acquired SCVNGR, Inc. d/b/a LevelUp (“LevelUp”), a provider of mobile diner engagement and payment solutions for national and regional restaurant brands.
|
(4)
|
The Grubhub Group adopted ASC Topic 606 in the first quarter of 2018. The Grubhub Group applied the modified retrospective approach to contracts which were not completed as of 1 January 2018. The adoption of ASC Topic 606 did not have and is not
|
(5)
|
On 10 October 2017, the Grubhub Group acquired all of the issued and outstanding equity interests of Eat24, LLC (“Eat24”), a wholly-owned subsidiary of Yelp Inc. and provider of online and mobile food-ordering services for restaurants across the United States. On 23 August 2017, the Grubhub Group acquired substantially all of the assets and certain expressly specified liabilities of A&D Network Solutions, Inc. and Dashed, Inc. (collectively, “Foodler”), a food-ordering company headquartered in Boston.
|
(6)
|
The computation of diluted EPS did not assume the conversion of the restricted stock options and stock options because their inclusion would have been antidilutive for all periods presented.
|
(7)
|
Grubhub did not have any redeemable preferred stock outstanding as of the dates presented.
|
(8)
|
Working capital is calculated as current assets less current liabilities.
|
in millions of euro (except per share amounts)
|
| |
Unaudited pro
forma financial
information of
Enlarged
Group
|
Balance Sheet Data – As of 31 December 2020
|
| |
|
Total assets
|
| |
17,923
|
Total non-current borrowings (including lease liabilities)
|
| |
1,034
|
Ordinary share capital and premium
|
| |
14,861
|
Net assets
|
| |
14,487
|
|
| |
|
Statement of profit or loss data – Twelve Months Ended 31 December 2020
|
| |
|
Revenue
|
| |
3,997
|
Operating loss
|
| |
(488)
|
Loss for the period
|
| |
(582)
|
Loss attributable to ordinary shareholders
|
| |
(581)
|
Weighted average number of ordinary shares (basic and diluted)
|
| |
213
|
Basic loss per share
|
| |
(2.72)
|
Diluted loss per share
|
| |
(2.72)
|
|
| |
As of/For the Year Ended
31 December 2020
|
Grubhub Historical per Share Data:
|
| |
|
Net loss per share-basic (U.S. dollars)
|
| |
(1.69)
|
Net loss per share-diluted (U.S. dollars)
|
| |
(1.69)
|
Cash dividends declared (U.S. dollars)
|
| |
—
|
Net book value (U.S. dollars)
|
| |
15.35
|
|
| |
As of/For the Year Ended
31 December 2020
|
Unaudited Pro Forma Combined per Just Eat Takeaway.com Share Data:
|
| |
|
Basic loss per share (euro)
|
| |
(2.72)
|
Diluted loss per share (euro)
|
| |
(2.72)
|
Cash dividends declared (euro)
|
| |
—
|
Net book value (euro)
|
| |
67.87
|
|
| |
As of/For the Year Ended
31 December 2020
|
Unaudited Pro Forma Combined per Grubhub Equivalent Share Data:
|
| |
|
Net loss per share-basic (U.S. dollars)
|
| |
(2.23)
|
Net loss per share-diluted (U.S. dollars)
|
| |
(2.23)
|
Cash dividends declared (U.S. dollars)
|
| |
—
|
Net book value (U.S. dollars)
|
| |
56.01
|
|
| |
Just Eat Takeaway.com
Shares
|
| |
Grubhub
Shares
|
| |
Implied Per Share Value of
Merger Consideration
|
9 June 2020
|
| |
€98.60
|
| |
$57.92
|
| |
$75.15
|
•
|
Grubhub Proposal I—the Merger Agreement proposal: to adopt the Merger Agreement, a copy of which is attached as Annexes A-1, A-2 and A-3 to this proxy statement/prospectus;
|
•
|
Grubhub Proposal II—the non-binding compensation proposal: to approve, by a non-binding, advisory vote, certain compensation that may be paid or become payable to named executive officers of Grubhub in connection with the transactions contemplated by the Merger Agreement, the value of which is disclosed in the table in the section entitled “Grubhub Proposal I: Adoption of the Merger Agreement—Treatment of Grubhub Equity Awards—Interests of Grubhub’s Directors and Executive Officers in the Transaction” beginning on page 120 of this proxy statement/prospectus; and
|
•
|
Grubhub Proposal III—the adjournment proposal: to adjourn the Grubhub Stockholder Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Grubhub Stockholder Meeting to approve the Merger Agreement proposal.
|
•
|
Grubhub Proposal I: “FOR” the Merger Agreement proposal;
|
•
|
Grubhub Proposal II: “FOR” the non-binding compensation proposal; and
|
•
|
Grubhub Proposal III: “FOR” the adjournment proposal.
|
•
|
By Internet: Grubhub Stockholders of record may submit their proxy over the Internet by following the instructions set forth on the enclosed proxy card. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. (Eastern Time), on 9 June 2021. Grubhub Stockholders of record will be given an opportunity to confirm that their voting instructions have been properly recorded. Grubhub Stockholders of record who submit a proxy via the Internet should NOT send in their proxy card by mail.
|
•
|
By Telephone: Grubhub Stockholders of record may submit their proxy by following the instructions set forth on the enclosed proxy card. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. (Eastern Time), on 9 June 2021. Grubhub Stockholders of record who submit a proxy via telephone should NOT send in their proxy card by mail.
|
•
|
By Mail: Grubhub Stockholders of record may submit their proxy by properly completing, signing, dating and mailing the enclosed proxy card in the postage-paid envelope provided (if mailed in the United States). Grubhub Stockholders of record who vote this way should mail the proxy card early enough so that it is received before the date of the Grubhub Stockholder Meeting.
|
•
|
At the Virtual Special Meeting: All Grubhub Stockholders of record may vote online during the Grubhub Stockholder Meeting via the Internet at www.virtualshareholdermeeting.com/GRUB2021SM. You may cast your vote electronically during the Grubhub Stockholder Meeting using the 16-digit control number found on your proxy card.
|
•
|
granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method);
|
•
|
providing written notice of revocation to Grubhub’s Secretary at Grubhub Inc., 111 W. Washington Street, Suite 2100, Chicago, Illinois 60602, prior to or at the Grubhub Stockholder Meeting; or
|
•
|
attending the virtual Grubhub Stockholder Meeting and voting.
|
•
|
were not intended as statements of fact, but rather as a way of allocating the risk between the parties to the Merger Agreement if those statements prove to be inaccurate;
|
•
|
have been qualified in some cases by certain confidential disclosures that were made by each party in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement; and
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material by Just Eat Takeaway.com Shareholders or Grubhub Stockholders.
|
•
|
Each issued and outstanding share of capital stock of Merger Sub I will be converted into and become one validly issued, fully paid and non-assessable share of Grubhub;
|
•
|
Each Grubhub Share held in treasury or owned by Just Eat Takeaway.com or any of its subsidiaries (including Merger Sub I and Merger Sub II) will be cancelled, retired and cease to exist, and no merger consideration will be delivered in exchange therefor; and
|
•
|
Each issued and outstanding Grubhub Share will cease to be outstanding, be cancelled and cease to exist and will automatically be converted into one share of common stock, par value $0.0001 per share, of the initial surviving company (the “initial surviving company stock”), and each such share of initial surviving company stock will immediately thereafter be automatically exchanged for the right to receive (1) New Just Eat Takeaway.com ADSs representing 0.6710 Just Eat Takeaway.com Shares, plus (2) cash in lieu of fractional New Just Eat Takeaway.com ADSs (see “—Fractional ADSs” beginning on page 148 of this proxy statement/prospectus), plus (3) any dividends or other distributions to which such holder is entitled pursuant to the Merger Agreement, and otherwise subject to adjustments to prevent dilution in accordance with the Merger Agreement.
|
•
|
organization, standing, corporate power, ownership of subsidiaries and organizational documents;
|
•
|
capital structure, including the number of shares of capital stock of Grubhub and equity-based awards outstanding;
|
•
|
Grubhub’s authority to execute and deliver and, subject to the Grubhub Stockholder Approval, perform its obligations under, and to complete the transactions contemplated by, the Merger Agreement, and the enforceability of the Merger Agreement against Grubhub;
|
•
|
absence of conflicts with, or violations of, organizational documents (subject to the Grubhub Stockholder Approval), applicable law and certain contracts as a result of Grubhub entering into the Merger Agreement, performing its obligations thereunder, completing the mergers and the other transactions contemplated thereby and compliance with the terms of the Merger Agreement;
|
•
|
the determination by the Grubhub Board that: (i) the Merger Agreement and transactions contemplated therein are fair and in the best interest of Grubhub and Grubhub Stockholders, (ii) it was advisable for Grubhub to enter into the Merger Agreement and consummate the transactions contemplated thereby, (iii) the Merger Agreement is adopted and the execution, delivery and performance of the Merger Agreement approved, (iv) the Grubhub Board recommends that the Grubhub Stockholders adopt the Merger Agreement and (v) the Merger Agreement be submitted to Grubhub Stockholders for adoption;
|
•
|
government consents and approvals required in connection with the transactions contemplated by the Merger Agreement;
|
•
|
SEC documents, financial statements, accounting practices, internal controls, disclosure controls, compliance with NYSE listing requirements and absence of undisclosed liabilities;
|
•
|
other than in connection with the transactions contemplated by the Merger Agreement and related matters, the conduct of Grubhub and its subsidiaries’ business in the ordinary course in all material respects since 31 December 2019 through the date of the Merger Agreement and, since 31 December 2019, Grubhub has not taken certain actions that during the period from the signing of the Merger Agreement until Completion would require Just Eat Takeaway.com’s approval under the Merger Agreement;
|
•
|
absence of a material adverse effect since 31 December 2019 through the date of the Merger Agreement;
|
•
|
absence of certain litigation or other actions pending or, to the knowledge of Grubhub, threatened against Grubhub or any of its subsidiaries;
|
•
|
compliance with applicable laws and permits, including sanctions and export control laws;
|
•
|
tax matters;
|
•
|
employee benefits and labor matters, including matters related to employee benefit plans, and compliance with the Employee Retirement Income Security Act of 1974, as amended;
|
•
|
environmental matters;
|
•
|
intellectual property matters;
|
•
|
inapplicability of “moratorium,” “control share acquisition,” “fair price,” “interested shareholder,” “affiliate transaction,” “business combination” or other similar antitakeover statutes to the Merger Agreement, the mergers or the other transactions contemplated thereby;
|
•
|
owned and leased real property;
|
•
|
material contracts;
|
•
|
insurance matters;
|
•
|
receipt of an opinion from Evercore Group L.L.C., a financial advisor;
|
•
|
broker’s fees and expenses payable in connection with the mergers;
|
•
|
the required vote of the Grubhub Stockholders in favor of the adoption of the Merger Agreement (the “Grubhub Stockholder Approval”);
|
•
|
accuracy of information supplied or to be supplied in this proxy statement/prospectus, the Circular and the European Prospectus;
|
•
|
compliance with anti-corruption laws; and
|
•
|
absence of related party transactions, other than employment-related contracts.
|
•
|
organization, standing, corporate power, ownership of subsidiaries and organizational documents;
|
•
|
capital structure, including the number of shares of capital stock of Just Eat Takeaway.com and equity-based awards outstanding;
|
•
|
authority to execute and deliver and perform their respective obligations under, and to complete the transactions contemplated by, the Merger Agreement, and the enforceability of the Merger Agreement against Just Eat Takeaway.com, Merger Sub I and Merger Sub II;
|
•
|
absence of conflicts with, or violations of, organizational documents, applicable law and certain contracts as a result of Just Eat Takeaway.com entering into the Merger Agreement, performing its obligations thereunder, completing the mergers and the other transactions contemplated thereby and compliance with the terms of the Merger Agreement;
|
•
|
determination by the Just Eat Takeaway.com Management Board and Just Eat Takeaway.com Supervisory Board that the Merger Agreement and transactions contemplated therein, including the issuance of New Just Eat Takeaway.com ADSs and the New Just Eat Takeaway.com Shares, are fair to and in the best interests of Just Eat Takeaway.com and its business enterprise and that it is advisable for Just Eat Takeaway.com to enter into the Merger Agreement, to adopt the Merger Agreement and approve the execution, delivery and performance by Just Eat Takeaway.com of the Merger Agreement and the transactions contemplated thereby and the recommendation that the Just Eat Takeaway.com Shareholders vote in favor of (1) the resolution to pursue the transactions contemplated by the Merger Agreement under Section 2:107a of the Dutch Civil Code, (2) the resolution to delegate authority to the Just Eat Takeaway.com Management Board to issue the New Just Eat Takeaway.com Shares, (3) the terms of the Merger Agreement (the matters in (1)-(3), the “transaction proposals”), (4) the
|
•
|
government consents and approvals required in connection with the transactions contemplated by the Merger Agreement;
|
•
|
public reports and other documents in compliance with the Listing Rules, FCA rules and regulations, regulations, orders and decrees promulgated under Book 2 of the Dutch Civil Code and the Commercial Registers Act 2007, regulations, orders and decrees promulgated under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), regulations promulgated by the AFM and absence of undisclosed liabilities;
|
•
|
other than in connection with the transactions contemplated by the Merger Agreement, the conduct of Just Eat Takeaway.com and its subsidiaries’ business in the ordinary course in all material respects, since 31 December 2019 through the date of the Merger Agreement, and, since 31 December 2019, Just Eat Takeaway.com has not taken certain actions that during the period from the signing of the Merger Agreement until Completion would require Grubhub’s approval under the Merger Agreement;
|
•
|
absence of a material adverse effect since 31 December 2019 through the date of the Merger Agreement;
|
•
|
absence of certain litigation or other actions pending or, to the knowledge of Just Eat Takeaway.com, threatened against Just Eat Takeaway.com or any of its subsidiaries;
|
•
|
compliance with applicable laws and permits, including sanctions and export control laws;
|
•
|
tax matters;
|
•
|
employee benefits and labor matters, including matters related to employee benefit plans, and compliance with the Employee Retirement Income Security Act of 1974, as amended;
|
•
|
environmental matters;
|
•
|
intellectual property matters;
|
•
|
inapplicability of “moratorium,” “control share acquisition,” “fair price,” “interested shareholder,” “affiliate transaction,” “business combination” or other similar antitakeover statutes to the Merger Agreement, the mergers or the other transactions contemplated thereby;
|
•
|
material contracts;
|
•
|
broker’s fees and expenses payable in connection with the mergers;
|
•
|
ownership and operations of Merger Sub I and Merger Sub II;
|
•
|
absence of share ownership in Grubhub;
|
•
|
the required votes of the Just Eat Takeaway.com Shareholders in favor of the transaction proposals and the board nominations (the “Just Eat Takeaway.com Shareholder Approval”);
|
•
|
accuracy of information supplied or to be supplied in this proxy statement/prospectus, the Circular, and the European Prospectus;
|
•
|
compliance with anti-corruption laws; and
|
•
|
absence of related party contracts and transactions, other than employment-related contracts.
|
•
|
any effect generally affecting any of the industries or markets in which such party operates;
|
•
|
changes in laws or changes in accounting requirements or principles (or changes in interpretation, implementation or enforcement thereof);
|
•
|
general economic regulatory or political conditions (or changes therein), including any government shutdown or slowdown, or conditions (or changes therein) in the financial, credit or securities markets (including changes in interest rates, currency exchange rates, monetary policy or fiscal policy), in any country or region in which such party or its subsidiaries conduct business;
|
•
|
any acts of God, natural disasters, terrorism, armed hostilities, sabotage, war, curfews, riots, demonstrations or public disorders or any escalation or worsening of acts of terrorism, armed hostilities, war, riots, demonstrations or public disorders;
|
•
|
any epidemic, pandemic or disease outbreak (including COVID-19), or any COVID-19 measures or any change in such COVID-19 measures or interpretations thereof. “COVID-19 measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar law, directive, guidelines or recommendations promulgated by any industry group or any governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the Coronavirus Aid, Relief and Economic Security Act, as signed into law by the President of the United States on 27 March 2020 and the Families First Coronavirus Response Act, as signed into law by the President of the United States on 18 March 2020;
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the announcement, pendency or performance of the Merger Agreement and transactions contemplated thereby, including the impact on any relationships with consumers, suppliers, distributors, collaboration partners, employees or regulators;
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the taking of any action expressly required by the Merger Agreement or taken at the written request of, or with the prior consent, of the other party;
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changes in the market price or trading volume of such person’s securities, except that this clause in the Merger Agreement will not prevent or otherwise affect a determination that any change, event, circumstance, occurrence, effect, development or state of facts underlying such change to market prices or trading volumes has resulted in or contributed to a material adverse effect;
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the failure of such person to meet any internal, analysts’ or other earnings estimates or financial projections or forecasts for any period, or any changes in credit ratings and any changes in any analysts recommendations or ratings, except that this clause in the Merger Agreement will not prevent or otherwise affect a determination that any change, event, circumstance, occurrence, effect, development or state of facts underlying such failure has resulted in or contributed to a material adverse effect; and
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with respect to Grubhub only, any litigation or claim brought or threatened against any party or its directors, officers or employees relating to the transactions contemplated by the Merger Agreement and the Voting and Support Agreement.
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issue, deliver, sell, grant, pledge, dispose of or encumber any shares of its capital stock, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to acquire or subscribe for any shares of its capital stock, or any rights, warrants or options to purchase any shares of its capital stock, or any securities or rights convertible into, exchangeable or exercisable for, evidencing the right to acquire or subscribe for or having a value determined by reference to, any shares of its capital stock, except for (1) the issuance of shares of common stock required to be issued pursuant to the exercise of options or the vesting and settlement of restricted stock units (“RSUs”) and (2) transactions among Grubhub and its wholly owned subsidiaries not involving any Grubhub securities;
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redeem, purchase or otherwise acquire any shares of its capital stock or other equity or voting interests, or any rights, warrants or options to acquire any shares of its capital stock or other equity or voting interests, except for (1) acquisitions by Grubhub of Grubhub Shares in connection with withholding to satisfy tax obligations with respect to options or RSUs, (2) acquisitions by Grubhub of options or RSUs in connection with the forfeiture of such equity awards or (3) acquisitions by Grubhub of Grubhub Shares in connection with the net exercise of options;
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(1) establish a record date for, declare, authorize, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of its capital stock or other equity or voting interests, other than dividends paid by any subsidiary of Grubhub to Grubhub or any wholly owned subsidiary of Grubhub that do not result in the payment of a material amount of tax or directly result in the loss of a material tax asset (excluding an adjustment to the tax basis in the equity of such subsidiary or similar tax asset), (2) adjust, split, combine, subdivide or reclassify any shares of its capital stock or other equity or voting interests or (3) enter into any agreement with respect to the voting of its equity interests;
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incur any indebtedness except for (1) indebtedness not to exceed $10 million in the aggregate outstanding at any time, (2) indebtedness other than for borrowed money incurred in the ordinary course of business, (3) indebtedness under Grubhub’s revolving credit facility not to exceed the maximum amount of the commitments available thereunder as of the date of the Merger Agreement, (4) indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness; provided that (a) the aggregate principal amount of such indebtedness does not exceed the aggregate principal amount of such existing indebtedness (plus the amount of any accrued or unpaid interest or
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enter into or make any loans, capital contributions or advances to or investments in any person (other than Grubhub or any wholly owned subsidiary of Grubhub) except in the ordinary course of business;
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sell, assign, pledge, lease (as lessor), license, mortgage, or otherwise subject to any lien (other than certain permitted liens) or otherwise dispose of any of its properties or assets (including intellectual property) that are material to Grubhub and its subsidiaries taken as a whole, except (1) sales of products or services and licenses of intellectual property in the ordinary course of business, (2) dispositions of inventory, equipment or other assets that are not material to the business of Grubhub or any of its subsidiaries or are no longer used or useful in the conduct of the business of Grubhub or any of its subsidiaries or (3) transfers, sales, licenses or other transactions among Grubhub and its wholly owned subsidiaries that do not result in the payment of a material amount of tax or directly result in the loss of a material tax asset (excluding an adjustment to the tax basis in the equity of such subsidiary or similar tax asset);
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make or authorize capital expenditures except in the ordinary course of business;
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make any acquisition of the capital stock or assets or division of any other person for consideration in excess of $10 million in any transaction or $30 million in all such acquisitions or enter into or acquire any interest in any joint venture or similar agreement;
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except as required to comply with any contract or benefit plan of Grubhub or its subsidiaries in effect on the date of the Merger Agreement or to be implemented in accordance with provisions of the Merger Agreement, as contemplated by the terms of the Merger Agreement or, solely in respect of clauses (1) and (2) hereinafter, in the ordinary course of business with respect to individuals whose annualized base compensation is less than $150,000, (1) increase the compensation or benefits of, or grant any awards under any bonus incentive, performance or other compensation arrangements to, any current or former director, officer, employee or other individual service provider of Grubhub or its subsidiaries, (2) terminate or hire any director, officer, employee or other individual service provider of Grubhub or its subsidiaries, other than terminations for “cause” (as reasonably determined by Grubhub in accordance with past practices), (3) establish, adopt, terminate or amend any material benefit plan of Grubhub or its subsidiaries or any collective bargaining agreement or other labor contract of Grubhub or its subsidiaries, (4) take any action to accelerate the vesting or payment of compensation or benefits under any Grubhub benefit plan or (5) grant any severance, retention, change in control or termination compensation or benefits or increase such compensation or benefits;
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make or change any material tax election, file any material amended tax return, settle or compromise any audit or proceeding relating to taxes that involves a material amount of taxes, or enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-U.S. law) with respect to any material tax;
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make any material change to its accounting methods, principles or practices, except as required by changes in GAAP or applicable laws and regulations or applicable authorities or in connection with the preparation of the Circular or the European Prospectus or any amendments or supplements thereto;
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amend the Grubhub organizational documents or organizational documents of any Grubhub subsidiary;
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adopt a plan or agreement of complete or partial liquidation, dissolution, reorganization or reincorporation in another jurisdiction;
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except for actions taken in the ordinary course of business, enter into, modify, amend, waive, fail to enforce (in each case in any material respect), assign or terminate any material contract;
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enter into, modify or amend any related party transaction that would be required to be disclosed in Grubhub’s Form 10-K or in a Grubhub proxy statement pertaining to an annual meeting of shareholders;
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except as permitted by the Merger Agreement with respect to litigation related to the mergers, waive, release, assign, settle or compromise any claim or action, other than waivers, releases, assignments, settlements or compromises that do not create obligations of Grubhub or any of its subsidiaries other than the payment of monetary damages (1) equal to or lesser than the amounts reserved with respect thereto on Grubhub’s consolidated balance sheet as of 31 March 2020 or (2) not in excess of $25 million in the aggregate; or
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agree in writing to take any of the foregoing actions or fail to take any action that would result in the foregoing.
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issue, deliver, sell, grant, pledge, dispose of or encumber any shares of its capital stock, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to acquire or subscribe for any shares of its capital stock, or any rights, warrants or options to purchase any shares of its capital stock, or any securities or rights convertible into, exchangeable or exercisable for, evidencing the right to acquire or subscribe for or having a value determined by reference to, any shares of its capital stock, except for (1) the issuance of Just Eat Takeaway.com Shares required to be issued pursuant to the exercise of Just Eat Takeaway.com options or the vesting and settlement of other equity-based awards of Just Eat Takeaway.com, in each case outstanding on the date hereof or granted after the date hereof not in violation of the Merger Agreement, (2) the issuance of Just Eat Takeaway.com options and other equity-based awards of Just Eat Takeaway.com in the ordinary course of business, (3) transactions among Just Eat Takeaway.com and its wholly owned subsidiaries not involving any Just Eat Takeaway.com securities and (4) the issuance of Just Eat Takeaway.com Shares upon conversion of any of the Convertible Bonds in accordance with the terms thereof as in effect as of the date of the Merger Agreement;
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redeem, purchase or otherwise acquire any shares of its capital stock or other equity or voting interests, or any rights, warrants or options to acquire any shares of its capital stock or other equity or voting interests, except for (1) acquisitions by Just Eat Takeaway.com of Just Eat Takeaway.com Shares in connection with withholding to satisfy tax obligations with respect to options, (2) acquisitions by Just Eat Takeaway.com of equity awards (including options) in connection with the forfeiture of such equity awards or (3) acquisitions by Just Eat Takeaway.com of Just Eat Takeaway.com Shares in connection with the net exercise of options;
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(1) establish a record date for, declare, authorize, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of its capital stock or other equity or voting interests, other than dividends paid by any subsidiary of Just Eat Takeaway.com to Just Eat Takeaway.com or any wholly owned subsidiary of Just Eat Takeaway.com that do not result in the payment of a material amount of tax or directly result in the loss of a material tax asset (excluding an adjustment to the tax basis in the equity of such subsidiary or similar tax asset), (2) adjust, split, combine, subdivide or reclassify any shares of its capital stock or other equity or voting interests or (3) enter into any agreement with respect to the voting of its equity interests;
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incur any indebtedness except for (1) indebtedness other than for borrowed money incurred in the ordinary course of business, (2) indebtedness under Just Eat Takeaway.com’s revolving credit facility not to exceed the maximum amount of the commitments available thereunder as of the date of the Merger Agreement (including the amount of the uncommitted “accordion feature,” (3) indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness of Just Eat Takeaway.com or any of its subsidiaries or of Grubhub or any of its subsidiaries; provided that (a) the aggregate principal amount of such indebtedness does not exceed the aggregate principal
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make any acquisition of the capital stock or assets or division of any other person;
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make any material change to its accounting methods, principles or practices, except as required by changes in IFRS or applicable laws and regulations or applicable authorities or in connection with the registration of Just Eat Takeaway.com Shares to be issued pursuant to the Merger Agreement;
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amend the Just Eat Takeaway.com organizational documents or, except as would not reasonably be expected to have a material adverse effect on Just Eat Takeaway.com or prevent or materially delay or impair the ability of Just Eat Takeaway.com, Merger Sub I or Merger Sub II to complete the mergers, organizational documents of any Just Eat Takeaway.com subsidiary;
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adopt a plan or agreement of complete or partial liquidation, dissolution, reorganization or reincorporation in another jurisdiction, other than transactions involving Just Eat Takeaway.com’s subsidiaries other than Merger Sub I or Merger Sub II if such transactions would not reasonably be expected to have a material adverse effect on Just Eat Takeaway.com or prevent or materially delay or impair the ability of Just Eat Takeaway.com, Merger Sub I or Merger Sub II to complete the mergers; or
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agree in writing to take any of the foregoing actions or fail to take any action that would result in the foregoing.
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initiate, seek, solicit or knowingly encourage (including by way of furnishing any non-public information), knowingly induce or knowingly facilitate or take any other action which would reasonably be expected to lead to the making, submission or announcement of any takeover proposal, with respect to such party;
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engage or participate in negotiations or discussions with, or provide any non-public information or non-public data to, any person (other than the parties to the Merger Agreement and their respective officers, directors, employees or representatives) relating to any takeover proposal or grant any waiver or release under any standstill or other agreement (except that if the Grubhub Board or the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board, as applicable,
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resolve to take any of the actions described in the preceding two bullet points.
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contact the person who has made such takeover proposal and its representatives in order to clarify the terms of such takeover proposal so that such party’s board or boards, as applicable, may inform itself or themselves about such takeover proposal;
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furnish information concerning its business, properties or assets to the person who made such takeover proposal and its representatives pursuant to a confidentiality agreement that meets certain requirements set forth in the Merger Agreement (provided that all such information has previously been furnished to the other party to the Merger Agreement or is furnished to the other party prior to or substantially concurrently with the time it is furnished to such person); and
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negotiate and participate in discussions and negotiations with the person who has made such takeover proposal and its representatives concerning such takeover proposal.
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promptly (and in any case within one Business Day) provide the other party notice of (1) the receipt of any takeover proposal, including a copy of such takeover proposal, and (2) any inquiries, proposals or offers received by, any requests for non-public information from, or any discussions or negotiations sought to be initiated or continued concerning a takeover proposal or that would reasonably be expected to lead to a takeover proposal, and disclose the identity of the other party (or parties) and the material terms of such inquiry, offer, proposal or request and, in the case of written materials, provide copies of any such substantive materials;
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promptly (and in any case within one Business Day) make available to the other party copies of all substantive written materials provided by such party to the third party but not previously made available to the other party; and
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keep the other party informed on a reasonably prompt basis (and, in any case, within one Business Day of any significant development) of the status and material details (including amendments and proposed amendments) of any such takeover proposal or other inquiry, offer, proposal or request.
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merger, consolidation, share exchange, business combination, recapitalization or similar transaction involving such party or any of its subsidiaries, pursuant to which any person (or the stockholders of such person) or group would own or control, directly or indirectly, 20% or more of the voting power of such party;
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sale, lease, license, dissolution or other disposition, directly or indirectly, of assets of such party (including the equity interests of any of its subsidiaries) or any subsidiary of such party representing 20% or more of the consolidated assets, revenues or EBITDA of such party and its subsidiaries, taken as a whole, as of or for the fiscal year ending, as appropriate, 31 December 2019, or to which 20% or more of such party’s revenues, earnings or assets on a consolidated basis are attributable, taken as a whole, as of or for the fiscal year ending, as appropriate, 31 December 2019;
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issuance or sale or other disposition of such party’s securities representing 20% or more of the voting power of such party;
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tender offer, exchange offer or any other transaction or series of transactions in which any person (or the stockholders of such person) or group will acquire, directly or indirectly, beneficial ownership or the right to acquire beneficial ownership of party’s securities representing 20% or more of the voting power of such party; or
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any combination of the foregoing.
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withhold or withdraw (or qualify or modify in any manner adverse to Just Eat Takeaway.com), or propose publicly to withhold or withdraw (or qualify or modify in any manner adverse to Just Eat Takeaway.com), the Grubhub recommendation;
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adopt, approve, recommend or declare advisable, or propose publicly to adopt, approve, recommend or declare advisable, a Grubhub takeover proposal;
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fail to include the Grubhub recommendation in this proxy statement/prospectus;
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if any Grubhub takeover proposal structured as a tender offer or exchange offer is commenced, fail to recommend against acceptance of such tender offer or exchange offer by Grubhub Stockholders within ten Business Days of the commencement thereof (or any material modification thereto) pursuant to Rule 14d-2 promulgated under the Exchange Act;
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fail to publicly reaffirm the Grubhub recommendation within ten Business Days after receiving a written request to do so from Just Eat Takeaway.com if any Grubhub takeover proposal or any material modification thereto shall have been publicly made, sent or given to Grubhub Stockholders (or, if sooner, prior to the Grubhub Stockholder Meeting); or
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cause or permit Grubhub to enter into any agreement, letter of intent, memorandum of understanding, agreement in principle or other contract with respect to any Grubhub takeover proposal.
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the receipt, existence or terms of any inquiry, offer or proposal that constitutes or would reasonably be expected to lead to, a takeover proposal or any matter relating thereto;
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any event or circumstance arising in connection with obtaining regulatory approvals;
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any change in the market price, or change in trading volume, of the capital stock of any party (however the events or circumstances giving rise or contributing to such change may be deemed to constitute an intervening event or be taken into accounting in determining whether an intervening event has occurred); or
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the fact that any party or any of their respective subsidiaries exceeds or fails to meet internal, analysts’ or other earnings estimates or financial projections or forecasts for any period, or any changes in credit ratings and any changes in any analysts’ recommendations or ratings with respect to Grubhub, Just Eat Takeaway.com or any of their respective subsidiaries (however, the events or circumstances giving rise or contributing thereto may be deemed to constitute an intervening event or be taken into accounting in determining whether an intervening event has occurred).
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withhold or withdraw (or qualify or modify in any manner adverse to Grubhub), or propose publicly to withhold or withdraw (or qualify or modify in any manner adverse to Grubhub), the Just Eat Takeaway.com recommendation;
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adopt, approve, recommend or declare advisable, or propose publicly to adopt, approve, recommend or declare advisable, a Just Eat Takeaway.com takeover proposal;
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fail to include the Just Eat Takeaway.com recommendation in this proxy statement/prospectus;
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if any Just Eat Takeaway.com takeover proposal structured as a public offer (openbaar bod) is commenced, or if the intention to make such an offer is announced, fail to recommend against acceptance of such offer by Just Eat Takeaway.com Shareholders within ten Business Days of the commencement or announcement, as applicable, thereof (or any material modification thereto);
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fail to publicly reaffirm the Just Eat Takeaway.com recommendation within ten Business Days after receiving a written request to do so from Grubhub if any Just Eat Takeaway.com takeover proposal or any material modification thereto shall have been publicly made, sent or given to Just Eat Takeaway.com Shareholders (or, if sooner, prior to the Extraordinary General Meeting); or
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cause or permit Just Eat Takeaway.com to enter into any agreement, letter of intent, memorandum of understanding, agreement in principle or other contract with respect to any Just Eat Takeaway.com takeover proposal.
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take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to cause the conditions to complete the mergers to be satisfied as promptly as reasonably practicable and to consummate and make effective as promptly as reasonably practicable, the mergers and other transactions contemplated by the Merger Agreement, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents;
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obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any governmental authority or third party necessary, proper or advisable to consummate the mergers and the other transactions contemplated by the Merger Agreement;
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execute and deliver any additional instruments necessary, proper or advisable to complete the transactions contemplated by the Merger Agreement; and
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defend or contest in good faith any action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect, the completion of the mergers and other transactions contemplated by the Merger Agreement.
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executing settlements, undertakings, consent decrees, stipulations or other agreements with any governmental authority or with any other person;
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selling, divesting or otherwise conveying or holding separate particular assets or categories of assets or businesses of Just Eat Takeaway.com and its subsidiaries;
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agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of Grubhub and its subsidiaries contemporaneously with or subsequent to Completion;
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permitting Grubhub to sell, divest or otherwise convey or hold separate any of the particular assets or categories of assets or businesses of Grubhub or any of its subsidiaries,
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terminating existing relationships, contractual rights or obligations of Grubhub or Just Eat Takeaway.com or their respective subsidiaries;
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terminating any joint venture or other arrangement of Grubhub or Just Eat Takeaway.com or their respective subsidiaries;
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creating any relationship, contractual right or obligation of Grubhub or Just Eat Takeaway.com or their respective subsidiaries;
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agreeing to change or modify any course of conduct, or otherwise limit freedom of action, regarding the operations or governance of Grubhub or Just Eat Takeaway.com or their respective subsidiaries;
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effectuating any other change or restructuring of Grubhub or Just Eat Takeaway.com or their respective subsidiaries (and, in each case, entering into agreements or stipulating to the entry of any judgment by, or filing appropriate applications with, the FTC, the DOJ, CFIUS or any other governmental authority in connection with any of the foregoing and, in the case of actions by or with respect to Grubhub, by consenting to such action by Grubhub);
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taking any actions or making any behavioral commitments that may limit or modify Grubhub’s, Just Eat Takeaway.com’s or their respective subsidiaries’ rights of ownership in, or ability to conduct the business of, or with respect to one or more of their respective operations, divisions, businesses, product lines, specific products, categories of products, consumers, specific assets or categories of assets; and
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defending through litigation any claim asserted in court or administrative or other tribunal by any person (including any governmental authority) in order to avoid entry of, or to have vacated or terminated any restraint that would prevent Completion prior to the end date.
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cooperate in all respects with the other party, including furnishing such necessary information and assistance as the other may reasonably request, in connection with any filing or submission with a governmental authority in connection with the transactions contemplated by the Merger Agreement and in connection with any investigation or other inquiry by or before a governmental authority relating to the transactions contemplated by the Merger Agreement, including any proceeding initiated by a private person;
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give prompt notice to the other party of and, if in writing, furnish the others with copies of (or, in the case of oral communications, advise the others of the contents of) any communication received from a
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prior to submitting certain materials to a governmental authority or private person whose consent is or may be required in connection with the transactions contemplated by the Merger Agreement (or who alleges as much) in connection with the transactions contemplated by the Merger Agreement, allow the other party to review and discuss such materials in advance of submission, and consider in good faith the comments of the other party in connection with, any such materials;
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keep one another reasonably informed as to the status of and the processes and proceedings relating to obtaining such consents and approvals; and
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not independently participate in any substantive meeting, hearing, proceeding or discussions with or before a governmental authority in connection with the transactions contemplated by the Merger Agreement, without giving the other party or their counsel reasonable prior notice, and if permitted by such governmental authority, the opportunity to attend or participate.
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annual base salary or base wages that are no less favorable than those provided to such employee immediately before the first effective time;
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cash and equity incentive compensation opportunities that are no less favorable than what was provided to such employee immediately before the first effective time;
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employee benefits that are comparable in the aggregate to those provided to such employee immediately before the first effective time (excluding defined benefit pension, post-employment health and welfare benefits, equity-based compensation and change of control, retention or other one-off awards); and
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with respect to each continuing employee whose employment terminates during the continuation period, severance pay and benefits at levels equal to the greater of those provided under (x) Grubhub severance policies and (y) Just Eat Takeaway.com’s severance policies that are applicable to similarly situated employees of Just Eat Takeaway.com.
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cooperation between Just Eat Takeaway.com and Grubhub in the preparation of this proxy statement/prospectus, the registration statement on Form 8-A for the New Just Eat Takeaway.com ADSs, the registration statement on Form F-6 for the New Just Eat Takeaway.com ADSs, the Circular and the European Prospectus;
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cooperation among the parties in connection with public announcements;
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confidentiality and access by each party to certain information about the other party during the period prior to Completion;
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the establishment by Just Eat Takeaway.com of a sponsored ADR program for the Just Eat Takeaway.com issuance of New Just Eat Takeaway.com ADSs;
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Just Eat Takeaway.com to cause, (1) a sufficient number of New Just Eat Takeaway.com ADSs issued as the merger consideration and to be approved for listing on the NYSE or Nasdaq, subject to official notice of issuance and (2) the New Just Eat Takeaway.com Shares to be approved for admission to (a) listing on the UK Official List and to trading on the London Stock Exchange’s main market for listed securities and (b) listing and trading on Euronext Amsterdam, in each case to the extent any Just Eat Takeaway.com Shares are then listed on such exchange;
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cooperation between Just Eat Takeaway.com and Grubhub in connection with any litigation or claim brought or threatened relating to the transactions contemplated by the Merger Agreement; and
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cooperation between Just Eat Takeaway.com and Grubhub to delist the Grubhub Shares from the NYSE and terminate its registration under the Exchange Act following Completion.
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receipt of the Grubhub Stockholder Approval;
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receipt of Just Eat Takeaway.com Shareholder approval of (a) the resolution to pursue the transactions contemplated by the Merger Agreement under Section 2:107a of the Dutch Civil Code, (b) the resolution to delegate authority to the Just Eat Takeaway.com Management Board to issue the New Just Eat Takeaway.com Shares and (c) the terms of the Merger Agreement, in each case, by a majority of the votes validly cast by Just Eat Takeaway.com Shareholders at a General Meeting (clauses (a), (b) and (c) together, the “Just Eat Takeaway.com Transactions Approvals”);
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binding nominations for the appointment of the Grubhub Management Board nominee and the Grubhub Supervisory Board nominees not having been overruled by more than half of the votes validly cast, such number of votes representing more than one-third of Just Eat Takeaway.com’s issued share capital, at a General Meeting (the “Just Eat Takeaway.com Board Nominee Approval” and, together with the Just Eat Takeaway.com Transactions Approval, the “Just Eat Takeaway.com Shareholder Approval”);
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the expiration or termination of the applicable waiting period under the HSR Act (the “HSR Condition”), satisfaction of the condition relating to the UK Competition and Markets Authority (“CMA”) (the “CMA Condition”) and receipt of written notification from CFIUS indicating the Transaction is not subject to further review or expiration of any applicable waiting period;
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the absence of any legal restraints that prevent, make illegal or prohibit Completion;
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the approval for listing of the New Just Eat Takeaway.com ADSs issuable as the merger consideration on the NYSE or Nasdaq (subject to official notice of issuance);
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the approval for admission of the New Just Eat Takeaway.com Shares to (1) listing on the UK Official List and to trading on the London Stock Exchange’s main market for listed securities and (2) listing and trading on Euronext Amsterdam, in each case to the extent any Just Eat Takeaway.com Shares are then listed on such exchange;
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effectiveness (1) declared by the SEC of the registration statement filed on Form F-4 of which this proxy statement/prospectus forms a part, (2) declared by the SEC of the registration statement on Form F-6 and (3) of the registration statement on Form 8-A (and the absence of any stop order suspending the effectiveness of such registration statements or any proceedings seeking such a stop order); and
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the approval of the European Prospectus by the AFM and the FCA, in each case if then applicable, and if then applicable, the AFM’s approval of such European Prospectus having been notified to the FCA in accordance with applicable rules and regulations.
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the representations and warranties of Grubhub relating to organization, standing, corporate power, authority, noncontravention, opinion of financial advisor, brokers, and Grubhub Stockholder Approval being true and correct in all material respects as of first effective time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date);
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the representation and warranty of Grubhub relating to capitalization being true and correct, except for any de minimis inaccuracies taking into account the size of Grubhub, as of the first effective time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date);
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each other representation and warranty of Grubhub being true and correct (disregarding any “materiality” or “material adverse effect” qualifiers) as of the first effective time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date), except where the failure of such representations and warranties to be so true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a material adverse effect;
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Grubhub having performed in all material respects all obligations required to be performed by it under the Merger Agreement that are required to be performed on or prior to Completion;
|
•
|
the absence of a material adverse effect on Grubhub since the date of the Merger Agreement; and
|
•
|
receipt of an officer’s certificate executed by the chief executive officer, chief financial officer or general counsel of Grubhub certifying that the five preceding conditions have been satisfied.
|
•
|
the representations and warranties of Just Eat Takeaway.com, Merger Sub I and Merger Sub II relating to organization, standing, corporate power, authority, noncontravention, brokers, and Just Eat Takeaway.com Shareholder approvals being true and correct in all material respects as of the first effective time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date);
|
•
|
the representation and warranty of Just Eat Takeaway.com, Merger Sub I and Merger Sub II relating to capitalization being true and correct in all respects, except for any de minimis inaccuracies taking into account the size of Just Eat Takeaway.com, as of the first effective time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date);
|
•
|
each other representation and warranty of Just Eat Takeaway.com, Merger Sub I and Merger Sub II being true and correct (disregarding any “materiality” or “material adverse effect” qualifiers) as of the first effective time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date), except where the failure of such representations and warranties to be so true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a material adverse effect;
|
•
|
Just Eat Takeaway.com, Merger Sub I and Merger Sub II having performed in all material respects all obligations required to be performed by it under the Merger Agreement that are required to be performed on or prior to Completion;
|
•
|
the absence of a material adverse effect on Just Eat Takeaway.com since the date of the Merger Agreement; and
|
•
|
receipt of an officer’s certificate executed by the chief executive officer or chief financial officer of Just Eat Takeaway.com certifying that the five preceding conditions have been satisfied.
|
•
|
by mutual written consent of Just Eat Takeaway.com and Grubhub; or
|
•
|
by either Just Eat Takeaway.com or Grubhub in the event that:
|
•
|
the first effective time has not occurred on or before 31 December 2021 (the “end date”), however, no party may terminate the Merger Agreement if the first effective time has not occurred by the end date if the Transaction has not been completed due, in whole or part, to a breach by such party of its representations and warranties or failure to perform its obligations under the Merger Agreement;
|
•
|
a legal restraint that enjoins, restrains, prevents or prohibits Completion becomes final and unappealable, unless the legal restraint is due, whole or in part, to such party’s failures to perform its obligations under the Merger Agreement, including its obligations to use its reasonable best efforts to complete the Transaction and the other transactions contemplated by the Merger Agreement as promptly as practicable (as described above in “—Efforts to Complete the Transaction” beginning on page 162 of this proxy statement/prospectus);
|
•
|
the Grubhub Stockholder Approval is not obtained at the Grubhub Stockholder Meeting;
|
•
|
the Just Eat Takeaway.com Shareholder Approval is not obtained at the Extraordinary General Meeting;
|
•
|
the other party breaches or fails to perform any of its covenants or agreements in the Merger Agreement, or if the other party’s representations or warranties fail to be true and correct, in either case, such that the applicable conditions to the terminating party’s obligations to complete the Transaction would not then be satisfied and such breach is not reasonably capable of being cured by the end date or, if reasonably capable of being cured, has not been cured within 30 days after giving written notice to the other party of such breach, except that no party may terminate the Merger Agreement for this reason if such party is then in material breach of any covenant or agreement in the Merger Agreement or if such party’s representations or warranties are not true and correct such that the applicable conditions to the other party’s obligations to complete the Transaction would not then be satisfied;
|
•
|
prior to obtaining the approval of the other party’s shareholders required to complete the Transaction, the board or boards, as applicable, of the other party effects or effect an adverse recommendation change (as described above in “—Recommendation of the Grubhub Board” beginning on page 158 of this proxy statement/prospectus and “—Recommendation of the Just Eat Takeaway.com Boards” beginning on page 160 of this proxy statement/prospectus); or
|
•
|
prior to obtaining approval of the party’s stockholders or shareholders required to complete the Transaction, in order to enter into an alternative acquisition agreement (as described above in “—Recommendation of the Grubhub Board” beginning on page 158 of this proxy statement/prospectus and “—Recommendation of the Just Eat Takeaway.com Boards” beginning on page 160 of this proxy statement/prospectus).
|
•
|
Grubhub terminates the Merger Agreement in order to enter into a definitive agreement providing for a superior proposal;
|
•
|
the Grubhub Board, or any committee thereof, effects a Grubhub adverse recommendation change prior to obtaining the Grubhub Stockholder Approval and Just Eat Takeaway.com terminates the Merger Agreement as a result of such change in recommendation; or
|
•
|
(1) the Merger Agreement is terminated because the Transaction has not occurred by the end date, the Grubhub Stockholder Approval is not obtained at the Grubhub Stockholder Meeting or Grubhub breached its obligations under the Merger Agreement, (2) prior to such stockholder vote (in the case of a termination due to the failure to obtain the Grubhub Stockholder Approval) or termination (in all other cases) and after the date of the Merger Agreement, a Grubhub takeover proposal that
|
•
|
Just Eat Takeaway.com terminates the Merger Agreement in order to enter into a definitive agreement providing for a superior proposal;
|
•
|
the Just Eat Takeaway.com Management Board or Just Eat Takeaway.com Supervisory Board, or any committee thereof, effects an adverse recommendation change prior to obtaining Just Eat Takeaway.com Shareholder Approval and Grubhub terminates the Merger Agreement as a result of such change in recommendation; or
|
•
|
(1) the Merger Agreement is terminated because the Transaction has not occurred by the end date, the Just Eat Takeaway.com Shareholder Approval is not obtained at the Extraordinary General Meeting or Just Eat Takeaway.com breached its obligations under the Merger Agreement, (2) prior to such shareholder vote (in the case of a termination due to the failure to obtain Just Eat Takeaway.com Shareholder Approval) or termination (in all other cases) and after the date of the Merger Agreement, a Just Eat Takeaway.com takeover proposal that contemplates acquiring a majority of the capital stock or assets of Just Eat Takeaway.com was made known to Just Eat Takeaway.com or the Just Eat Takeaway.com Boards or was publicly disclosed and has not been abandoned or withdrawn (which abandonment or withdrawal shall be public if such Just Eat Takeaway.com takeover proposal has been publicly disclosed) prior to the Extraordinary General Meeting or termination of the Merger Agreement and (3) within 12 months after such termination, Just Eat Takeaway.com completes or enters into a definitive agreement with respect to and subsequently completes, any Just Eat Takeaway.com takeover proposal of such type.
|
•
|
in favor of (1) the resolution to pursue the transactions contemplated by the Merger Agreement under Section 2:107a of the Dutch Civil Code, the resolution to delegate authority to the Just Eat Takeaway.com Management Board to issue the New Just Eat Takeaway.com Shares and the resolution to approve the terms of the Merger Agreement, (2) the board nominations and (3) approval of the delegation of authority to exclude or limit pre-emptive rights in relation to the issuance of the New Just Eat Takeaway.com Shares;
|
•
|
in favor of, at the request of Grubhub, any other matter submitted by Just Eat Takeaway.com related to the transactions contemplated by the Merger Agreement (with the Just Eat Takeaway.com Boards recommending that Just Eat Takeaway.com Shareholders vote to approve such matter);
|
•
|
against any Just Eat Takeaway.com takeover proposal or any agreement providing for any Just Eat Takeaway.com takeover proposal or any other matter submitted for shareholder approval at the Extraordinary General Meeting related to a Just Eat Takeaway.com takeover proposal;
|
•
|
against any proposal, action or agreement that would reasonably be expected to (1) prevent or nullify any provision of the Voting and Support Agreement, (2) result in a material breach of any covenant, representation, warranty or any other obligation or agreement contained in the Merger Agreement or the Voting and Support Agreement, (3) result in any Condition not being satisfied or (4) prevent or materially delay, frustrate or impede the approval, implementation or consummation of any of the transactions contemplated by the Merger Agreement, or any of the documentation or transactions included in, contemplated by, or in connection with, the Merger Agreement or the Voting and Support Agreement.
|
•
|
Maintain and expand leadership position: The Just Eat Takeaway.com Group believes that online food delivery is a “winner takes most” industry where the leaders in each market will continue to benefit from tailwinds to growth through favorable network effects. Therefore, it believes continued investments in leading positions are critical to long-term growth.
|
•
|
Offer the widest and most convenient choice of restaurants: The Just Eat Takeaway.com Group believes that offering the best choice of restaurants is critical in building an attractive consumer proposition and driving consumer acquisition and retention. The Just Eat Takeaway.com Group continues to invest in its local restaurant salesforces to attract new restaurants to its platform, seeking
|
•
|
Grow consumer base through leading top-of-mind brand awareness and loyalty: The Just Eat Takeaway.com Group believes that being the most recognized food delivery brand in a market drives the acquisition of new consumers and the reorder rates of returning consumers, as the purchase decision is often impulsive and consumers are more likely to use a brand which is immediately top-of-mind. The Just Eat Takeaway.com Group also strives to form an integral part of its consumers’ daily lives, and invests in loyalty mechanisms and consumer relationship management to drive reorder rates. High brand awareness and loyalty also increase direct traffic to the Just Eat Takeaway.com Group’s websites and mobile applications, thereby reducing marketing costs per order over time.
|
•
|
Enhance end-to-end consumer experience through technology, consumer service and price leadership: The Just Eat Takeaway.com Group constantly seeks to improve its consumer proposition by enhancing its technology platform and product user experience, optimizing its fulfilment operations and Delivery services, and continually improving its consumer service. The Just Eat Takeaway.com Group also aims to provide sustainable consumer price leadership in every market, in order to remove any barriers to ordering. The Just Eat Takeaway.com Group believes these ongoing efforts to improve the consumer experience drive greater acquisition and order frequency.
|
•
|
Enhance restaurant value through integrated solutions and services to support their operations: The Just Eat Takeaway.com Group enables restaurant partners to optimize their daily operations and grow their businesses through point-of-sale integrated tools and services, and is continuing to invest in developing full end-to-end solutions to allow restaurants to drive further value from partnering with the Just Eat Takeaway.com Group.
|
•
|
“One Company, One Brand, One IT Platform”: The Just Eat Takeaway.com Group strongly believes in its “One Company, One Brand, One IT Platform” approach as the most efficient and effective way to operate an online food delivery business. This is reflected in the Just Eat Takeaway.com Group’s optimized organizational structure, focus on a single global brand identity and drive towards a consolidated technology platform.
|
•
|
Invest for sustainable growth and profitability, both organically and through disciplined acquisitions: The Just Eat Takeaway.com Group seeks to generate sustainable profits for its shareholders over the long term, including through launching and scaling new opportunities which enhance its proposition to consumers and restaurants, and the continuous evaluation of strategic opportunities (including acquisitions, divestments and merger opportunities). Strategically beneficial mergers and acquisitions could include acquiring new, or enhancing existing, market leading positions, accessing new areas of growth and enhancing its capability set and/or consumer proposition.
|
Revenue by Segment (€ in millions)
|
||||||||||||||||||
Segment
|
| |
Year Ended
31 December 2020
|
| |
% of
total
|
| |
Year Ended 31
December 2019
|
| |
% of
total
|
| |
Year Ended 31
December 2018
|
| |
% of
total
|
United Kingdom
|
| |
€576
|
| |
28%
|
| |
NA(1)
|
| |
NA(1)
|
| |
NA(1)
|
| |
NA(1)
|
Germany
|
| |
€374
|
| |
18%
|
| |
€205
|
| |
49%
|
| |
€83
|
| |
36%
|
Canada
|
| |
€404
|
| |
20%
|
| |
NA(1)
|
| |
NA(1)
|
| |
NA(1)
|
| |
NA(1)
|
The Netherlands
|
| |
€174
|
| |
9%
|
| |
€119
|
| |
29%
|
| |
€96
|
| |
41%
|
Rest of World(2)
|
| |
€514
|
| |
25%
|
| |
€92
|
| |
22%
|
| |
€53
|
| |
23%
|
Total
|
| |
€2,042
|
| |
100%
|
| |
€416
|
| |
100%
|
| |
€232
|
| |
100%
|
Adjusted EBITDA (€ in millions)
|
||||||||||||||||||
Segment
|
| |
Year Ended
31 December 2020
|
| |
% of
total
|
| |
Year Ended 31
December 2019
|
| |
% of
total
|
| |
Year Ended 31
December 2018
|
| |
% of
total
|
United Kingdom
|
| |
€143
|
| |
87%
|
| |
NA(1)
|
| |
NA(1)
|
| |
NA(1)
|
| |
NA(1)
|
Germany
|
| |
€128
|
| |
64%
|
| |
€19
|
| |
158%
|
| |
€(24)
|
| |
218%
|
Canada
|
| |
€42
|
| |
21%
|
| |
NA(1)
|
| |
NA(1)
|
| |
NA(1)
|
| |
NA(1)
|
The Netherlands
|
| |
€76
|
| |
38%
|
| |
€64
|
| |
533%
|
| |
€59
|
| |
(536)%
|
Rest of World(2)
|
| |
€(74)
|
| |
(25)%
|
| |
€(25)
|
| |
(208)%
|
| |
€(12)
|
| |
109%
|
Head Office
|
| |
€(140)
|
| |
(70)%
|
| |
€(46)
|
| |
(383)%
|
| |
€(34)
|
| |
309%
|
Total
|
| |
€175
|
| |
100%
|
| |
€12
|
| |
100%
|
| |
€(11)
|
| |
100%
|
(1)
|
The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. The Just Eat Takeaway.com Group did not have operations in the United Kingdom or Canada during the years ended 31 December 2018 and 2019.
|
(2)
|
See “—Segmental Just Eat Takeaway.com Group Results of Operations” beginning on page 222 of this proxy statement/prospectus for information regarding the markets comprising the Rest of the World during the periods under review.
|
Location
|
| |
Size
|
| |
Owned / leased
|
Amsterdam, the Netherlands
|
| |
4,000m2
|
| |
Leased
|
Amsterdam, the Netherlands (from July 2021)
|
| |
14,416m2
|
| |
Leased
|
Enschede, the Netherlands
|
| |
7,614m2
|
| |
Leased
|
Berlin, Germany (from June 2021)
|
| |
18,445m2
|
| |
Leased
|
Berlin, Germany (until June 2021)
|
| |
4,378m2
|
| |
Leased
|
Berlin, Germany (until February 2026)
|
| |
3,302m2
|
| |
Leased
|
Location
|
| |
Size
|
| |
Owned / leased
|
Tel Aviv, Israel
|
| |
2,055m2
|
| |
Leased
|
Wroclaw, Poland (until 2021)
|
| |
1,451m2
|
| |
Leased
|
Wroclaw, Poland (from 2021)
|
| |
3,176m2
|
| |
Leased
|
Brussels, Belgium
|
| |
1,142m2
|
| |
Leased
|
Sofia, Bulgaria
|
| |
1,332m2
|
| |
Leased
|
Bucharest, Romania
|
| |
1,578m2
|
| |
Leased
|
London, UK City Pantry
|
| |
883m2
|
| |
Leased
|
London, UK Flyt
|
| |
369m2
|
| |
Leased
|
London, UK FPH
|
| |
3,903m2
|
| |
Leased
|
Borehamwood, UK
|
| |
2,092m2
|
| |
Leased
|
Bristol, UK
|
| |
1,672m2
|
| |
Leased
|
Tel Aviv, Israel Practi
|
| |
554m2
|
| |
Leased
|
Dublin, Ireland
|
| |
409m2
|
| |
Leased
|
Zurich, Switzerland
|
| |
506m2
|
| |
Leased
|
Paris, France
|
| |
2,641m2
|
| |
Leased
|
Milan, Italy
|
| |
1,188m2
|
| |
Leased
|
Madrid, Spain
|
| |
1,085m2
|
| |
Leased
|
Calgary, Canada (from June 2021)
|
| |
587m2
|
| |
Leased
|
Toronto, Canada
|
| |
947m2
|
| |
Leased
|
Winnipeg, Canada
|
| |
9,000m2
|
| |
Leased
|
Saskatoon, Canada
|
| |
545m2
|
| |
Leased
|
Sydney, Australia (until July 2021)
|
| |
967m2
|
| |
Leased
|
Sydney, Australia (from July 2021)
|
| |
5,074m2
|
| |
Leased
|
Copenhagen, Denmark
|
| |
1,225m2
|
| |
Leased
|
Oslo, Norway
|
| |
181m2
|
| |
Leased
|
Segment
|
| |
31 December
2020
|
| |
31 December
2019
|
| |
31 December
2018
|
United Kingdom
|
| |
445
|
| |
NA(1)
|
| |
NA(1)
|
Germany
|
| |
2,482
|
| |
1,643
|
| |
567
|
Canada
|
| |
1,624
|
| |
NA(1)
|
| |
NA(1)
|
Netherlands
|
| |
331
|
| |
214
|
| |
159
|
Rest of World(2)
|
| |
2,591
|
| |
1,067
|
| |
625
|
Head Office
|
| |
1,482
|
| |
574
|
| |
280
|
Total
|
| |
8,955
|
| |
3,498
|
| |
1,631
|
(1)
|
The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. The Just Eat Takeaway.com Group did not have operations in the United Kingdom or Canada during the years ended 31 December 2018 and 2019.
|
(2)
|
See “—Segmental Just Eat Takeaway.com Group Results of Operations” beginning on page 222 of this proxy statement/prospectus for information regarding the markets comprising the Rest of the World during the periods under review.
|
Company name
|
| |
Country of
incorporation
|
| |
% holding
|
Subsidiary undertakings
|
| |
|
| |
|
Takeaway.com Group B.V.
|
| |
The Netherlands
|
| |
100
|
• Takeaway.com Central Core B.V.
|
| |
The Netherlands
|
| |
100
|
• Hello Hungry EAD
|
| |
Bulgaria
|
| |
100
|
• HH Delivery BG EOOD
|
| |
Bulgaria
|
| |
100
|
• BG Menu EOOD
|
| |
Bulgaria
|
| |
100
|
• Hellohungry Delivery S.R.L.
|
| |
Romania
|
| |
100
|
• HelloHungry S.A.
|
| |
Romania
|
| |
100
|
• Takeaway.com European Operations B.V.
|
| |
The Netherlands
|
| |
100
|
• Takeaway.com European Operations B.V. Belgium branch
|
| |
Belgium
|
| |
Branch
|
• Takeaway.com European Operations Austria branch
|
| |
Austria
|
| |
Branch
|
• Takeaway.com European Operations Portugal branch
|
| |
Portugal
|
| |
Branch
|
• Takeaway.com European Operations Switzerland branch
|
| |
Switzerland
|
| |
Branch
|
• Foodarena AG in liquidation
|
| |
Switzerland
|
| |
100
|
• sto2 sp. z.o.o.
|
| |
Poland
|
| |
100
|
• Takeaway.com Belgium Bvba
|
| |
Belgium
|
| |
100
|
• eat.ch GmbH
|
| |
Switzerland
|
| |
100
|
• Takeaway.com Express Netherlands B.V.
|
| |
The Netherlands
|
| |
100
|
• Takeaway.com Express Italy S.r.l.
|
| |
Italy
|
| |
100
|
• Takeaway.com Express France SAS
|
| |
France
|
| |
100
|
Company name
|
| |
Country of
incorporation
|
| |
% holding
|
• Takeaway.com Express Denmark ApS
|
| |
Denmark
|
| |
100
|
• Takeaway.com Express UK Limited
|
| |
United Kingdom
|
| |
100
|
• Takeaway Express Spain S.L.
|
| |
Spain
|
| |
100
|
• Takeaway.com Express Poland Sp. z.o.o.
|
| |
Poland
|
| |
100
|
• Biscuit Holdings Israel Ltd.
|
| |
Israel
|
| |
100
|
• 10bis.co.il Ltd
|
| |
Israel
|
| |
100
|
• Scoober Tel Aviv Ltd
|
| |
Israel
|
| |
100
|
• Online Ordering Ltd.
|
| |
Israel
|
| |
100
|
• yd.yourdelivery GmbH
|
| |
Germany
|
| |
100
|
• Takeaway Express GmbH
|
| |
Germany
|
| |
100
|
• Takeaway.com Payments B.V.
|
| |
The Netherlands
|
| |
100
|
Checkers Merger Sub I, Inc
|
| |
USA
|
| |
100
|
Checkers Merger Sub II, Inc
|
| |
USA
|
| |
100
|
Just Eat Limited
|
| |
United Kingdom
|
| |
100
|
• Just Eat Holding Limited
|
| |
United Kingdom
|
| |
100
|
• Just Eat Northern Holdings Limited
|
| |
United Kingdom
|
| |
100
|
• Just Eat Denmark Holding ApS
|
| |
Denmark
|
| |
100
|
• Just Eat.dk ApS
|
| |
Denmark
|
| |
100
|
• Just Eat Host A/S
|
| |
Denmark
|
| |
100
|
• Just Eat.co.uk Limited
|
| |
United Kingdom
|
| |
100
|
• Hungryhouse Holdings Limited
|
| |
United Kingdom
|
| |
100
|
• hungryhouse GmbH
|
| |
Germany
|
| |
100
|
• Flyt Limited
|
| |
United Kingdom
|
| |
100
|
• Flyt USA Inc
|
| |
USA
|
| |
100
|
• Simbambili Ltd
|
| |
Israel
|
| |
100
|
• Practi Technologies Ltd
|
| |
United Kingdom
|
| |
100
|
• Just Eat.no AS
|
| |
Norway
|
| |
100
|
• City Pantry Ltd
|
| |
United Kingdom
|
| |
100
|
• FBA Invest SAS
|
| |
France
|
| |
80
|
• Eat On Line SA
|
| |
France
|
| |
80
|
• Just-Eat Italy S.r.l.
|
| |
Italy
|
| |
100
|
• Just-Eat.lu SarL
|
| |
Luxembourg
|
| |
100
|
• Just-Eat Spain S.L.
|
| |
Spain
|
| |
100
|
• Canary Delivery Company S.L.
|
| |
Spain
|
| |
100
|
• Skipthedishes Restaurant Services Inc.
|
| |
Canada
|
| |
100
|
• Just-Eat Ireland Limited
|
| |
Ireland
|
| |
100
|
• Just Eat Central Holdings Limited
|
| |
United Kingdom
|
| |
100
|
• Eatcity Limited
|
| |
Ireland
|
| |
100
|
• Just Eat (Acquisitions) Holding Limited
|
| |
United Kingdom
|
| |
100
|
• Just Eat (Acquisitions) Pty Limited
|
| |
Australia
|
| |
100
|
• Menulog Group Limited
|
| |
Australia
|
| |
100
|
• Eat Now Services Pty Limited
|
| |
Australia
|
| |
100
|
• Menulog Pty Limited
|
| |
Australia
|
| |
100
|
• Menulog Limited
|
| |
New Zealand
|
| |
100
|
Joint ventures
|
| |
|
| |
|
El Cocinero a Cuerda S.L.
|
| |
Spain
|
| |
67
|
Company name
|
| |
Country of
incorporation
|
| |
% holding
|
Associates
|
| |
|
| |
|
iFood Holdings B.V.
|
| |
The Netherlands
|
| |
33
|
IF-JE Holdings B.V.
|
| |
The Netherlands
|
| |
33
|
i.
|
Pursuant to the Relationship Agreement, following the German Businesses Completion, Delivery Hero had the right to designate one person for appointment to the Just Eat Takeaway.com Supervisory Board (provided that such person is independent), who would be a member of the audit committee of the Just Eat Takeaway.com Supervisory Board (if installed). The right to designate a person for appointment to the Just Eat Takeaway.com Supervisory Board expired on the date that Delivery Hero held less than 9.99% of Just Eat Takeaway.com’s issued and outstanding share capital, and the designated Just Eat Takeaway.com Supervisory Board director had an obligation to resign as of the first General Meeting that was convened thereafter.
|
ii.
|
In addition, the parties have agreed to a standstill period of four years following the German Businesses Completion, during which time Delivery Hero and its subsidiaries, with certain exceptions (including a right to prevent dilution of Delivery Hero’s shareholding in Just Eat Takeaway.com after any dilution in connection with (re)financing the cash consideration of the German Businesses Acquisition), shall, in particular, not directly or indirectly in any way effect or cause to effect any increases in their shareholding in Just Eat Takeaway.com through any financial instruments or related derivative securities.
|
iii.
|
During the standstill period, Delivery Hero and its subsidiaries may sell, transfer and otherwise dispose of any Just Eat Takeaway.com financial instruments held by them, but may not make such a disposal to certain restricted parties active in the online food delivery industry.
|
iv.
|
During the standstill period and up to three years after that period, Delivery Hero may only vote up to a limited number of shares in respect of any proposal relating to (i) mergers, acquisitions, divestments, or sales or purchases of any assets, including the financing thereof, (ii) any proposal pursuant to Section 2:107a Dutch Civil Code and (iii) any issue of Just Eat Takeaway.com financial instruments (or any exclusion or amendment of any pre-emptive rights in relation thereto) by Just Eat Takeaway.com or its affiliates if such issue (a) relates to an item under (i), or (b) is required by the financial position of Just Eat Takeaway.com. In case of a conflict of interest on such matters, Delivery Hero may not vote at all. If Delivery Hero has announced a public offer for Just Eat Takeaway.com in accordance with the following two paragraphs of this section, or if Delivery Hero has declared an offer in accordance with the last paragraph of this section unconditional, the voting restrictions set out in this paragraph cease to be effective.
|
v.
|
If, during the standstill period, a recommended public offer for Just Eat Takeaway.com is announced, Delivery Hero may submit a proposal to the Just Eat Takeaway.com Supervisory Board to make a public offer for Just Eat Takeaway.com. If the Just Eat Takeaway.com Supervisory Board determines that the proposal is superior, it will allow Delivery Hero to make such superior offer within 10 business days thereafter.
|
vi.
|
If, during the standstill period, an unsolicited public offer for Just Eat Takeaway.com is announced, Delivery Hero may submit a proposal to the Just Eat Takeaway.com Supervisory Board to make a public offer for Just Eat Takeaway.com if it is allowed to do so by the Just Eat Takeaway.com Supervisory Board (in its sole discretion, acting in good faith and in compliance with its fiduciary duties). If the Just Eat Takeaway.com Supervisory Board determines that the proposal is superior, it will allow Delivery Hero to make such superior offer within 10 business days thereafter.
|
vii.
|
After the standstill period, Delivery Hero (i) may only make a public offer for Just Eat Takeaway.com if such offer at least contains, as a condition precedent to declaring such offer unconditional (gestand doen), which condition may only be waived by Delivery Hero with the prior approval of the Just Eat Takeaway.com Supervisory Board, a minimum acceptance level threshold of at least 67%, and (ii) may not trigger any applicable obligation to make a mandatory offer pursuant to article 5:70 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) for all shares in Just Eat Takeaway.com.
|
i.
|
the Convertible Bonds 2019 bear interest at the rate of 2.25% per annum payable semi-annually in arrear in equal installments on 25 January and 25 July of each year;
|
ii.
|
unless previously redeemed, converted or purchased and cancelled, each Convertible Bond 2019 shall be redeemed at its principal amount together with accrued and unpaid interest on 25 January 2024 (the “2019 Bonds Maturity Date”);
|
iii.
|
the Convertible Bonds 2019 constitute direct, unconditional, unsubordinated and (subject to the negative pledge) unsecured obligations of Just Eat Takeaway.com, ranking pari passu and without preference among themselves and at least equally with all other unsecured and unsubordinated obligations of Just Eat Takeaway.com;
|
iv.
|
2019 Bondholders have the right to convert their Convertible Bonds 2019 into Just Eat Takeaway.com Shares at any time before: (i) the seventh business day prior to the 2019 Bonds Maturity Date; or (ii) if the Convertible Bonds 2019 are called for redemption prior to the 2019 Bonds Maturity Date, the seventh business day prior the redemption date;
|
v.
|
the initial conversion price of the Convertible Bonds 2019 is €69.525, representing an initial conversion premium of 35% above the price of a Just Eat Takeaway.com Share on the pricing date;
|
vi.
|
the conversion price will be adjusted on the occurrence of certain events, including a change of control of Just Eat Takeaway.com, a merger event or other corporate actions, such as the sale of Just Eat Takeaway.com Shares at a discount of more than 5% compared to market price at the time of sale, stock splits or consolidations, and certain dividends and distributions. The Transaction does not constitute a change of control event or a merger event under the terms of the 2019 Convertible Bonds;
|
vii.
|
the Convertible Bonds 2019 contain customary capital markets negative pledge and event of default provisions, including non-payment, failure to issue or transfer and deliver Just Eat Takeaway.com Shares upon conversion, breach of undertakings, cross default, certain insolvency events, illegality or cessation of business;
|
viii.
|
the Convertible Bonds 2019 are redeemable at their principal amount together with accrued and unpaid interest in the following circumstances:
|
○
|
at the option of Just Eat Takeaway.com, on or after 9 February 2022 if the value of a Just Eat Takeaway.com Share exceeds 130% of the conversion price over a certain period;
|
○
|
at the option of Just Eat Takeaway.com, if conversion rights have been exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 85% or more in principal amount of the Convertible Bonds 2019 originally issued;
|
○
|
following occurrence of a change of control of Just Eat Takeaway.com, each 2019 Bondholder has the right to require Just Eat Takeaway.com to redeem the Convertible Bonds 2019 held by that 2019 Bondholder; and
|
○
|
at the option of Just Eat Takeaway.com, if Just Eat Takeaway.com has or will become obliged to pay additional amounts in respect of payments of interest on the Convertible Bonds 2019 as a result of any change in tax law, subject to the right of 2019 Bondholders to elect to receive interest net of tax instead of their Convertible Bonds 2019 being redeemed; and
|
ix.
|
the Convertible Bonds 2019 are governed by, and contributed in accordance with, Dutch law.
|
i.
|
the Convertible Bonds 2020 bear interest at the rate of 1.25% per annum payable semi-annually in arrear in equal installments on 30 April and 30 October of each year;
|
ii.
|
unless previously redeemed, converted or purchased and cancelled, each Convertible Bond 2020 shall be redeemed at its principal amount together with accrued and unpaid interest on 30 April 2026 (the “2020 Bonds Maturity Date”);
|
iii.
|
the Convertible Bonds 2020 constitute direct, unconditional, unsubordinated and (subject to the negative pledge) unsecured obligations of Just Eat Takeaway.com, ranking pari passu and without preference among themselves and at least equally with all other unsecured and unsubordinated obligations of Just Eat Takeaway.com;
|
iv.
|
holders of the Convertible Bonds 2020 (each a “2020 Bondholder”) have the right to convert their Convertible Bonds 2020 into Just Eat Takeaway.com Shares at any time before: (i) the seventh business day prior to the 2020 Bonds Maturity Date; or (ii) if the Convertible Bonds 2020 are called for redemption prior to the 2020 Bonds Maturity Date, the seventh business day prior the redemption date;
|
v.
|
the initial conversion price of the Convertible Bonds 2020 is €121.80, representing an initial conversion premium of 40% above the price of a Just Eat Takeaway.com Share on the pricing date;
|
vi.
|
the conversion price will be adjusted on the occurrence of certain events, including a change of control of Just Eat Takeaway.com, a merger event or other corporate actions, such as the sale of Just Eat Takeaway.com Shares at a discount of more than 5% compared to market price at the time of sale, stock splits or consolidations, and certain dividends and distributions. The Transaction does not constitute a change of control event or a merger event under the terms of the 2020 Convertible Bonds;
|
vii.
|
the Convertible Bonds 2020 contain customary capital markets negative pledge and event of default provisions, including non-payment, failure to issue or transfer and deliver Just Eat Takeaway.com Shares upon conversion, breach of undertakings, cross default, certain insolvency events, illegality or cessation of business;
|
viii.
|
the Convertible Bonds 2020 are redeemable at their principal amount together with accrued and unpaid interest in the following circumstances:
|
○
|
at the option of Just Eat Takeaway.com, on or after 15 May 2023 and up to but excluding 15 May 2024, if the value of a Just Eat Takeaway.com Share exceeds 150% of the conversion price over a certain period;
|
○
|
at the option of Just Eat Takeaway.com, on or after 15 May 2024, if the value of a Just Eat Takeaway.com Share exceeds 130% of the conversion price over a certain period;
|
○
|
at the option of Just Eat Takeaway.com, if conversion rights have been exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 85% or more in principal amount of the Convertible Bonds 2020 originally issued;
|
○
|
following occurrence of a change of control of Just Eat Takeaway.com, each 2020 Bondholder has the right to require Just Eat Takeaway.com to redeem the Convertible Bonds 2020 held by that 2020 Bondholder; and
|
○
|
at the option of Just Eat Takeaway.com, if Just Eat Takeaway.com has or will become obliged to pay additional amounts in respect of payments of interest on the Convertible Bonds 2020 as a result of any change in tax law, subject to the right of 2020 Bondholders to elect to receive interest net of tax instead of their Convertible Bonds 2020 being redeemed; and
|
ix.
|
the Convertible Bonds 2020 are governed by, and contributed in accordance with, Dutch law.
|
i.
|
the Tranche A Convertible Bonds 2021 do not bear interest;
|
ii.
|
unless previously redeemed, converted or purchased and cancelled, each Tranche A Convertible Bond 2021 shall be redeemed at its principal amount on 9 August 2025 (the “Tranche A Maturity Date”);
|
iii.
|
the Tranche A Convertible Bonds 2021 constitute direct, unconditional, unsubordinated and (subject to the negative pledge) unsecured obligations of Just Eat Takeaway.com, ranking pari passu and without preference among themselves and at least equally with all other unsecured and unsubordinated obligations of Just Eat Takeaway.com;
|
iv.
|
holders of the Tranche A Convertible Bonds 2021 (each, a “Tranche A 2021 Bondholder”) have the right to convert their Tranche A Convertible Bonds 2021 into Just Eat Takeaway.com Shares at any time before: (i) the seventh business day prior to the Tranche A Maturity Date; or (ii) if the Tranche A Convertible Bonds 2021 are called for redemption prior to the Tranche A Maturity Date, the seventh business day prior to the redemption date;
|
v.
|
the initial conversion price of the Tranche A Convertible Bonds 2021 is €135.5750, representing an initial conversion premium of 45% above the price of a Just Eat Takeaway.com Share in the simultaneous placement of existing Just Eat Takeaway.com Shares on behalf of certain subscribers of the Convertible Bonds 2021 on the pricing date (the “Concurrent Delta Placement”);
|
vi.
|
the conversion price will be adjusted on the occurrence of certain events, including a change of control of Just Eat Takeaway.com, a merger event or other corporate actions, such as the sale of Just Eat Takeaway.com Shares at a discount of more than 5% compared to market price at the time of sale, stock splits or consolidations, and certain dividends and distributions;
|
vii.
|
the Tranche A Convertible Bonds 2021 contain customary capital markets negative pledge and event of default provisions, including non-payment, failure to issue or transfer and deliver Just Eat Takeaway.com Shares upon conversion, breach of undertakings, cross default, certain insolvency events, illegality or cessation of business;
|
viii.
|
the Tranche A Convertible Bonds 2021 are redeemable at their principal amount in the following circumstances:
|
○
|
at the option of Just Eat Takeaway.com, on or after 24 August 2023, if the value of a Just Eat Takeaway.com Share exceeds 130% of the conversion price over a certain period;
|
○
|
at the option of Just Eat Takeaway.com, if conversion rights have been exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 85% or more in principal amount of the Tranche A Convertible Bonds 2021 originally issued; and
|
○
|
following occurrence of a change of control of Just Eat Takeaway.com, each Tranche A 2021 Bondholder has the right to require Just Eat Takeaway.com to redeem the Tranche A Convertible Bonds 2021 held by that Tranche A 2021 Bondholder; and
|
ix.
|
the Tranche A Convertible Bonds 2021 are governed by, and contributed in accordance with, Dutch law. Tranche B Convertible Bonds 2021
|
i.
|
the Tranche B Convertible Bonds bear interest at the rate of 0.625% per annum payable semi-annually in arrear in equal installments on 9 February and 9 August of each year;
|
ii.
|
unless previously redeemed, converted or purchased and cancelled, each Tranche B Convertible Bond 2021 shall be redeemed at its principal amount together with accrued and unpaid interest on 9 February 2028 (the “Tranche B Maturity Date”);
|
iii.
|
the Tranche B Convertible Bonds 2021 constitute direct, unconditional, unsubordinated and (subject to the negative pledge) unsecured obligations of Just Eat Takeaway.com, ranking pari passu and without preference among themselves and at least equally with all other unsecured and unsubordinated obligations of Just Eat Takeaway.com;
|
iv.
|
holders of the Tranche B Convertible Bonds 2021 (each, a “Tranche B 2021 Bondholder”) have the right to convert their Tranche B Convertible Bonds 2021 into Just Eat Takeaway.com Shares at any
|
v.
|
the initial conversion price of the Tranche B Convertible Bonds 2021 is €144.9250, representing an initial conversion premium of 55% above the price of a Just Eat Takeaway.com Share in the Concurrent Delta Placement;
|
vi.
|
the conversion price will be adjusted on the occurrence of certain events, including a change of control of Just Eat Takeaway.com, a merger event or other corporate actions, such as the sale of Just Eat Takeaway.com Shares at a discount of more than 5% compared to market price at the time of sale, stock splits or consolidations, and certain dividends and distributions;
|
vii.
|
the Tranche B Convertible Bonds 2021 contain customary capital markets negative pledge and event of default provisions, including non-payment, failure to issue or transfer and deliver Just Eat Takeaway.com Shares upon conversion, breach of undertakings, cross default, certain insolvency events, illegality or cessation of business;
|
viii.
|
the Tranche B Convertible Bonds 2021 are redeemable at their principal amount together with accrued and unpaid interest in the following circumstances:
|
○
|
at the option of Just Eat Takeaway.com, on or after 24 February 2025 and up to but excluding 24 February 2026, if the value of a Just Eat Takeaway.com Share exceeds 150% of the conversion price over a certain period;
|
○
|
at the option of Just Eat Takeaway.com, on or after 24 February 2026, if the value of a Just Eat Takeaway.com Share exceeds 130% of the conversion price over a certain period;
|
○
|
at the option of Just Eat Takeaway.com, if conversion rights have been exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 85% or more in principal amount of the Tranche B Convertible Bonds 2020 originally issued;
|
○
|
following occurrence of a change of control of Just Eat Takeaway.com, each Tranche B 2021 Bondholder has the right to require Just Eat Takeaway.com to redeem the Tranche B Convertible Bonds 2021 held by that Tranche B 2021 Bondholder; and
|
○
|
at the option of Just Eat Takeaway.com, if Just Eat Takeaway.com has or will become obliged to pay additional amounts in respect of payments of interest on the Tranche B Convertible Bonds 2021 as a result of any change in tax law, subject to the right of Tranche B 2021 Bondholders to elect to receive interest net of tax instead of their Tranche B Convertible Bonds 2021 being redeemed; and
|
ix.
|
the Tranche B Convertible Bonds 2021 are governed by, and contributed in accordance with, Dutch law.
|
i.
|
loans under the Just Eat Facility bear interest at a rate of LIBOR (or in the case of loans in euro or Canadian dollars, EURIBOR or CIDOR), plus a margin ranging from 0.75% to 1.35% based on Just Eat’s Leverage Ratio (defined below);
|
ii.
|
a commitment fee equal to 35% of the applicable margin per annum on the lenders’ undrawn commitments;
|
iii.
|
a utilization fee ranging between 0.10% and 0.40%, depending on the balance drawn under the Just Eat Facility, applies;
|
iv.
|
availability of amounts under the Just Eat Facility is subject to compliance with financial covenants, tested semi-annually. The covenants require that:
|
○
|
the ratio of total net debt to “Adjusted EBITDA” (as such term is defined in the Just Eat Facility) for Just Eat shall not exceed 3.0:1 (the “Leverage Ratio”), subject to certain exceptions; and
|
○
|
the ratio of “Adjusted EBITDA” (as such term is defined in the Just Eat Facility) to net finance charges for Just Eat shall not be less than 4.0:1;
|
v.
|
upon either a change of control of Just Eat or Just Eat Takeaway.com ceasing to trade on at least one of Euronext Amsterdam and the London Stock Exchange, lenders shall not be obligated to fund any further utilizations of the Just Eat Facility and, upon notice to the agent, lenders may cancel their respective commitments under the Just Eat Facility and declare their participation in any outstanding loans, together with accrued interest and all other amounts accrued or outstanding, immediately due and payable;
|
vi.
|
the Just Eat Facility contains a customary negative pledge and event of default provisions including non-payment, failure to satisfy the financial covenants, breach of other obligations, cross default, certain insolvency events, illegality, cessation of business or material adverse change;
|
vii.
|
in the event that, among other things, the administrator of LIBOR publicly announces that it has ceased or will cease to provide LIBOR permanently or indefinitely, the supervisor of the administrator of LIBOR publicly announces that LIBOR has been or will be permanently or indefinitely discontinued or, in the opinion of the Majority Lenders (as defined in the Just Eat Facility) and Just Eat Takeaway.com, LIBOR is otherwise no longer appropriate for the purposes of calculating interest under the Just Eat Facility, the Just Eat Facility may be amended with the consent of the agent (acting on the instructions of the Majority Lenders) and Just Eat Takeaway.com to provide for use of a replacement benchmark rate in place of LIBOR. Such replacement benchmark rate shall be a rate which is (a) formally designated, nominated or recommended as the replacement benchmark rate for LIBOR by the administrator of LIBOR or any relevant central bank, regulator or other supervisory authority, (b) in the opinion of the Majority Lenders and Just Eat Takeaway.com, generally accepted in the relevant syndicated loan markets as the appropriate successor to LIBOR or (c) in the opinion of the Majority Lenders and Just Eat Takeaway.com is an appropriate successor to LIBOR;
|
viii.
|
the Just Eat Facility matures on 9 March 2025; and
|
ix.
|
the Just Eat Facility is governed by English law.
|
•
|
Restaurants. The total number of restaurants listed on the Just Eat Takeaway.com Group’s platforms as at a particular date. The Just Eat Takeaway.com Group believes the total number of restaurants is a useful measure for investors because growth in the number of restaurants on the Just Eat Takeaway.com Group’s platforms enhances and diversifies the offering to consumers, in turn attracting more
|
•
|
Active Consumers. Unique consumer accounts (identified by a unique email address) from which at least one Order has been placed on the Just Eat Takeaway.com Group’s platforms in the preceding 12 months. Some individual consumers may have more than one account and therefore count as more than one Active Consumer if they used multiple email addresses to order food. Similarly, it is possible that multiple consumers may use the same email address, in which case such consumers would only be counted as a single Active Consumer. The Just Eat Takeaway.com Group believes, however, that it is unlikely that there is a significant number of individual consumers with multiple accounts, each of which is active. The Just Eat Takeaway.com Group believes Active Consumers is a useful measure for investors because it indicates the Just Eat Takeaway.com Group’s market position and level of penetration in a particular market, and allows investors to assess the level of engagement with the Just Eat Takeaway.com Group’s platforms based on growth in Active Consumers. The Just Eat Takeaway.com Group’s management uses Active Consumers, as a key revenue driver, to evaluate operating performance and as a valuable measure of the size of its engaged base of consumers.
|
•
|
Orders. The number of Orders by consumers that were processed through the Just Eat Takeaway.com Group’s websites and mobile applications (that is, excluding orders processed through third party websites). The Just Eat Takeaway.com Group believes the number of Orders is a useful measure for investors because revenue from commissions, the primary source of revenue for the Just Eat Takeaway.com Group, is generated from Orders, growth of which leads to greater GMV and therefore greater commissions. The Just Eat Takeaway.com Group’s management uses Orders to assess performance, including across segments or periods, while controlling for changes in commission rates.
|
•
|
Delivery Share. Delivery Share is calculated as a percentage equal to (i) the number of Orders for Delivery by the Just Eat Takeaway.com Group (“Delivery Orders”) in a particular period divided by (ii) the total number of Orders in such period. Delivery Orders have fundamentally different unit economics to Orders which are delivered by the restaurants themselves, so the Just Eat Takeaway.com Group believes Delivery Share is a useful measure for investors as it provides insight into one of the main drivers of adjusted EBITDA margin in each market.
|
•
|
Orders per Returning Active Consumer. Orders per Returning Active Consumer is calculated as the number of Orders by a Returning Active Consumer during the period divided by the average number of Returning Active Consumers (where “Returning Active Consumer” is defined as Active Consumers who have ordered more than once in the preceding 12 months) during the period. The Just Eat Takeaway.com Group believes the number of Orders per Returning Active Consumer is a useful measure for investors because growth of such Orders reflects continued user activation and engagement and may lead to reduced marketing costs per Order. The Just Eat Takeaway.com Group’s management uses Orders per Returning Active Consumer to assess consumer retention and engagement, and to implement supply- or demand-based initiatives to continuously improve this metric and generate more Orders.
|
•
|
Average Order Value. Average Order Value represents GMV divided by the number of Orders in a particular period. The Just Eat Takeaway.com Group believes Average Order Value is a useful measure for investors because it gives insight into structural differences in the cost of food between markets, which impacts revenue from commissions, the primary source of revenue for the Just Eat Takeaway.com Group, as it is based on the GMV of merchandise (food) sold via Orders. The Just Eat Takeaway.com Group’s management uses Average Order Value primarily for forecasting purposes.
|
•
|
Gross Merchandise Value (GMV). GMV consists of total value of merchandise (food) sold via Orders in a particular period. GMV includes commissionable value and therefore does not include service or delivery fees charged by the Just Eat Takeaway.com Group, nor does it include tips which the Just Eat Takeaway.com Group collects on behalf of couriers. The Just Eat Takeaway.com Group believes GMV is a useful measure for investors because revenue from commissions, the primary source of revenue for
|
|
| |
Combined(1)
|
| |
Actual
|
||||||||||||
in millions
|
| |
Year ended
31 December
|
| |
Year ended
31 December
|
||||||||||||
Total Orders
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2019
|
| |
2018
|
United Kingdom
|
| |
179
|
| |
133
|
| |
123
|
| |
141
|
| |
NA(3)
|
| |
NA(3)
|
Germany(4)
|
| |
112
|
| |
69
|
| |
33
|
| |
112
|
| |
69
|
| |
33
|
Canada
|
| |
86
|
| |
48
|
| |
31
|
| |
69
|
| |
NA(3)
|
| |
NA(3)
|
The Netherlands
|
| |
49
|
| |
38
|
| |
33
|
| |
49
|
| |
38
|
| |
33
|
Rest of the World(5)
|
| |
162
|
| |
125
|
| |
91
|
| |
139
|
| |
52
|
| |
29
|
Total Orders
|
| |
588
|
| |
413
|
| |
310
|
| |
510
|
| |
159
|
| |
94
|
|
| |
Combined(1)
|
| |
Actual
|
||||||||||||
in millions
|
| |
Year ended
31 December
|
| |
Year ended
31 December
|
||||||||||||
Delivery Share (%)
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2019
|
| |
2018
|
United Kingdom
|
| |
15%
|
| |
8%
|
| |
U/A(2)
|
| |
17%
|
| |
NA(3)
|
| |
NA(3)
|
Germany(4)
|
| |
7%
|
| |
5%
|
| |
U/A(2)
|
| |
7%
|
| |
6%
|
| |
U/A(2)
|
Canada
|
| |
100%
|
| |
100%
|
| |
U/A(2)
|
| |
100%
|
| |
NA(3)
|
| |
NA(3)
|
The Netherlands
|
| |
8%
|
| |
5%
|
| |
U/A(2)
|
| |
8%
|
| |
5%
|
| |
U/A(2)
|
Rest of the World(5)
|
| |
20%
|
| |
9%
|
| |
U/A(2)
|
| |
21%
|
| |
6%
|
| |
U/A(2)
|
Total
|
| |
26%
|
| |
18%
|
| |
12%
|
| |
30%
|
| |
5%
|
| |
3%
|
(1)
|
The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. Due to the scale of the Just Eat Group, these figures are presented on the basis of combined results of the Just Eat Group and the Just Eat Takeaway.com Group as if the Just Eat Acquisition had been completed on 1 January 2018 to provide comparable information for the periods presented. The actual results of the Just Eat Group for the periods prior to the completion of the Just Eat Acquisition have been added to the actual results of the Just Eat Takeaway.com Group for such periods. These figures do not adjust for any acquisitions during the periods presented other than the Just Eat Acquisition.
|
(2)
|
Delivery Share information with respect to the year ended 31 December 2018 is not available at the segment level or on a combined basis, in accordance with note (1) above, because such metric was formally implemented to track the business and financial performance of the Just Eat Takeaway.com Group after the end of such period.
|
(3)
|
The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. The Just Eat Takeaway.com Group did not have operations in the United Kingdom or Canada during the years ended 31 December 2019 and 2018.
|
(4)
|
The Acquired German Businesses were consolidated into the Just Eat Takeaway.com Group from 1 April 2019. These figures do not reflect the operations or results of the Acquired German Businesses prior to 1 April 2019.
|
(5)
|
See “—Segmental Just Eat Takeaway.com Group Results of Operations” beginning on page 222 of this proxy statement/prospectus for information regarding the markets comprising the Rest of the World during the periods under review.
|
|
| |
Combined(1)
|
| |
Actual
|
||||||||||||
|
| |
Year ended 31 December
|
| |
Year ended 31 December
|
||||||||||||
Average Order Value (€)(2)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2020
|
| |
2019
|
| |
2018
|
United Kingdom
|
| |
22.34
|
| |
21.36
|
| |
20.63
|
| |
22.28
|
| |
NA(3)
|
| |
NA(3)
|
Germany(4)
|
| |
22.67
|
| |
20.90
|
| |
20.39
|
| |
22.67
|
| |
20.90
|
| |
20.39
|
Canada
|
| |
20.37
|
| |
20.22
|
| |
20.50
|
| |
20.38
|
| |
NA(3)
|
| |
NA(3)
|
The Netherlands
|
| |
23.54
|
| |
21.42
|
| |
20.61
|
| |
23.54
|
| |
21.42
|
| |
20.61
|
Rest of the World(5)
|
| |
21.55
|
| |
19.82
|
| |
21.09
|
| |
21.54
|
| |
14.99
|
| |
15.65
|
Average Order Value(6)
|
| |
22.00
|
| |
20.69
|
| |
20.72
|
| |
22.08
|
| |
19.10
|
| |
19.02
|
(1)
|
The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. Due to the scale of the Just Eat Group, these figures are presented on the basis of combined results of the Just Eat Group and the Just Eat Takeaway.com Group as if the Just Eat Acquisition had been completed on 1 January 2018 to provide comparable information for the periods presented. These figures do not adjust for any acquisitions during the periods presented other than the Just Eat Acquisition.
|
(2)
|
Transactions in currencies other than euro are initially recognized at the rates of exchange prevailing at the dates of the transactions and, at the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date.
|
(3)
|
The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. The Just Eat Takeaway.com Group did not have operations in the United Kingdom or Canada during the years ended 31 December 2019 and 2018.
|
(4)
|
The Acquired German Businesses were consolidated into the Just Eat Takeaway.com Group from 1 April 2019. These figures do not reflect the operations or results of the Acquired German Businesses prior to 1 April 2019.
|
(5)
|
See “—Segmental Just Eat Takeaway.com Group Results of Operations” beginning on page 222 of this proxy statement/prospectus for information regarding the markets comprising the Rest of the World during the periods under review.
|
(6)
|
Weighted average, calculated as total GMV during the applicable period divided by the total number of Orders during such period.
|
€ in millions
|
| |
Year ended
31 December
|
||||||
|
| |
2020
|
| |
2019
|
| |
2018
|
Commission revenue
|
| |
1,654
|
| |
372
|
| |
210
|
Consumer delivery fees
|
| |
231
|
| |
—(1)
|
| |
—(1)
|
Other revenue
|
| |
157
|
| |
44
|
| |
22
|
Revenue
|
| |
2,042
|
| |
416
|
| |
232
|
(1)
|
The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. The Just Eat Takeaway.com Group did not have consumer delivery fee revenue during the years ended 31 December 2019 and 2018.
|
|
| |
Year Ended
31 December
|
| |
2019 to
2020
|
| |
2018 to
2019
|
||||||
in millions €
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
% change
|
| |
% change
|
Revenue
|
| |
2,042
|
| |
416
|
| |
232
|
| |
391%
|
| |
79%
|
Courier costs
|
| |
(727)
|
| |
(70)
|
| |
(22)
|
| |
n.m.
|
| |
218%
|
Order processing costs
|
| |
(193)
|
| |
(41)
|
| |
(22)
|
| |
373%
|
| |
85%
|
Staff costs
|
| |
(464)
|
| |
(112)
|
| |
(56)
|
| |
321%
|
| |
100%
|
Other operating expenses
|
| |
(608)
|
| |
(234)
|
| |
(158)
|
| |
160%
|
| |
47%
|
Depreciation and amortization expense
|
| |
(174)
|
| |
(35)
|
| |
(8)
|
| |
406%
|
| |
358%
|
Operating loss
|
| |
(124)
|
| |
(76)
|
| |
(34)
|
| |
(63)%
|
| |
(125)%
|
Share of results of associates and joint ventures
|
| |
(16)
|
| |
—
|
| |
(0)
|
| |
n.m.
|
| |
n.m.
|
Finance income
|
| |
3
|
| |
0
|
| |
0
|
| |
n.m.
|
| |
n.m.
|
Finance expense
|
| |
(30)
|
| |
(16)
|
| |
(1)
|
| |
88%
|
| |
n.m.
|
Other gains and losses
|
| |
2
|
| |
6
|
| |
—
|
| |
(66)%
|
| |
n.m.
|
Loss before income tax
|
| |
(165)
|
| |
(86)
|
| |
(35)
|
| |
(92)%
|
| |
(145)%
|
Income tax (expense) / benefit
|
| |
(5)
|
| |
(35)
|
| |
28
|
| |
86%
|
| |
(224)%
|
Loss for the period
|
| |
(170)
|
| |
(121)
|
| |
(7)
|
| |
(40)%
|
| |
n.m.
|
Other comprehensive income / (loss)
|
| |
(34)
|
| |
16
|
| |
(3)
|
| |
(219)%
|
| |
n.m.
|
Total comprehensive loss for the period
|
| |
(204)
|
| |
(105)
|
| |
(10)
|
| |
(94)%
|
| |
n.m.
|
|
| |
Year ended
31 December
|
||||||
in millions €
|
| |
2020
|
| |
2019
|
| |
2018
|
Loss for the period
|
| |
(170)
|
| |
(121)
|
| |
(7)
|
Income tax expense / (benefit)
|
| |
5
|
| |
35
|
| |
(28)
|
Loss before income tax
|
| |
(165)
|
| |
(86)
|
| |
(35)
|
Add back items not included in adjusted EBITDA:
|
| |
|
| |
|
| |
|
Finance income
|
| |
(3)
|
| |
(0)
|
| |
(0)
|
Finance expenses
|
| |
30
|
| |
16
|
| |
1
|
Share of results of associates and joint ventures
|
| |
16
|
| |
—
|
| |
0
|
Other gains and losses(1)
|
| |
(2)
|
| |
(6)
|
| |
—
|
Share-based payments
|
| |
23
|
| |
3
|
| |
3
|
Depreciation and amortization
|
| |
174
|
| |
35
|
| |
8
|
Acquisition related costs
|
| |
67
|
| |
40
|
| |
11
|
Integration related costs
|
| |
35
|
| |
10
|
| |
1
|
Adjusted EBITDA
|
| |
175
|
| |
12
|
| |
(11)
|
(1)
|
On 15 February 2019, Just Eat Takeaway.com sold its interest in Takeaway.com Asia B.V. to Woowa Brothers Corp., operators of the Seoul-based online food delivery marketplace Baedal Minjok.
|
|
| |
Year ended
31 December
|
||||||
in millions €
|
| |
2020
|
| |
2019
|
| |
2018
|
Revenue
|
| |
2,042
|
| |
416
|
| |
232
|
Loss for the period
|
| |
(170)
|
| |
(121)
|
| |
(7)
|
Net margin (%)
|
| |
(8)%
|
| |
(29)%
|
| |
(3)%
|
|
| |
Year ended
31 December
|
||||||
in millions €
|
| |
2020
|
| |
2019
|
| |
2018
|
Revenue
|
| |
2,042
|
| |
416
|
| |
232
|
Adjusted EBITDA
|
| |
175
|
| |
12
|
| |
(11)
|
Adjusted EBITDA margin (%)
|
| |
9%
|
| |
3%
|
| |
(5)%
|
|
| |
Year Ended
31 December
|
|||
in millions €
|
| |
2020
|
| |
2019
|
Revenue:
|
| |
|
| |
|
Commission revenue
|
| |
1,654
|
| |
372
|
Consumer delivery fees
|
| |
231
|
| |
NA(1)
|
Other revenue
|
| |
157
|
| |
44
|
Revenue
|
| |
2,042
|
| |
416
|
(1)
|
The Just Eat Takeaway.com Group did not have any consumer delivery fee revenue for the year ended 31 December 2019 because delivery fees charged to consumers were first introduced in 2020.
|
|
| |
Year ended
31 December
|
|||
in millions €
|
| |
2020
|
| |
2019
|
Courier costs
|
| |
727
|
| |
70
|
Order processing costs
|
| |
193
|
| |
41
|
Total Order fulfillment costs
|
| |
920
|
| |
111
|
|
| |
Year ended
31 December
|
|||
in millions €
|
| |
2020
|
| |
2019
|
Staff costs:
|
| |
|
| |
|
Wages and salaries
|
| |
313
|
| |
83
|
Social charges and premiums
|
| |
43
|
| |
13
|
Pension premium contributions
|
| |
13
|
| |
2
|
Share-based payments
|
| |
23
|
| |
3
|
Temporary staff expenses
|
| |
72
|
| |
11
|
Total staff costs
|
| |
464
|
| |
112
|
|
| |
Year ended
31 December
|
|||
in millions €
|
| |
2020
|
| |
2019
|
Marketing expenses:
|
| |
369
|
| |
143
|
Other operating expenses:
|
| |
239
|
| |
91
|
Total other operating expenses
|
| |
608
|
| |
234
|
|
| |
Year Ended
31 December
|
|||
in millions €
|
| |
2019
|
| |
2018
|
Revenue:
|
| |
|
| |
|
Commission revenue
|
| |
372
|
| |
210
|
Consumer delivery fees
|
| |
NA(1)
|
| |
NA(1)
|
Other revenue
|
| |
44
|
| |
22
|
Revenue
|
| |
416
|
| |
232
|
(1)
|
The Just Eat Takeaway.com Group did not have any consumer delivery fee revenue for the year ended 31 December 2019 or the year ended 31 December 2018 because delivery fees charged to consumers were first introduced in 2020.
|
|
| |
Year ended
31 December
|
|||
in millions €
|
| |
2019
|
| |
2018
|
Courier costs
|
| |
70
|
| |
22
|
Order processing costs
|
| |
41
|
| |
22
|
Total order fulfillment costs
|
| |
111
|
| |
44
|
|
| |
Year ended
31 December
|
|||
in millions €
|
| |
2019
|
| |
2018
|
Staff costs:
|
| |
|
| |
|
Wages and salaries
|
| |
83
|
| |
40
|
Social charges and premiums
|
| |
13
|
| |
7
|
Pension premium contributions
|
| |
2
|
| |
1
|
Share-based payments
|
| |
3
|
| |
3
|
Temporary staff expenses
|
| |
11
|
| |
5
|
Total staff costs
|
| |
112
|
| |
56
|
|
| |
Year ended
31 December
|
|||
in millions €
|
| |
2019
|
| |
2018
|
Marketing expenses:
|
| |
143
|
| |
120
|
Other operating expenses:
|
| |
91
|
| |
38
|
Total other operating expenses
|
| |
234
|
| |
158
|
|
| |
Year ended
31 December
|
| |
2019 to
2020
|
| |
2018 to
2019
|
||||||
in millions €
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
% change
|
| |
% change
|
United Kingdom(1)
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
576
|
| |
NA
|
| |
NA
|
| |
NA
|
| |
NA
|
Adjusted EBITDA
|
| |
143
|
| |
NA
|
| |
NA
|
| |
NA
|
| |
NA
|
- Adjusted EBITDA margin
|
| |
25%
|
| |
NA
|
| |
|
| |
|
| |
|
Germany(2)
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
374
|
| |
205
|
| |
83
|
| |
82%
|
| |
147%
|
Adjusted EBITDA
|
| |
128
|
| |
19
|
| |
(24)
|
| |
>500%
|
| |
>500%
|
- Adjusted EBITDA margin
|
| |
34%
|
| |
9%
|
| |
(29)%
|
| |
25pp
|
| |
38pp
|
Canada(1)
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
404
|
| |
NA
|
| |
NA
|
| |
NA
|
| |
NA
|
Adjusted EBITDA
|
| |
42
|
| |
NA
|
| |
NA
|
| |
NA
|
| |
NA
|
- Adjusted EBITDA margin
|
| |
10%
|
| |
|
| |
NA
|
| |
|
| |
|
The Netherlands
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
174
|
| |
119
|
| |
96
|
| |
46%
|
| |
23%
|
Adjusted EBITDA
|
| |
76
|
| |
64
|
| |
59
|
| |
19%
|
| |
9%
|
- Adjusted EBITDA margin
|
| |
44%
|
| |
54%
|
| |
61%
|
| |
(10)pp
|
| |
(7)pp
|
Rest of the World(3)
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
514
|
| |
92
|
| |
53
|
| |
459%
|
| |
74%
|
Adjusted EBITDA
|
| |
(74)
|
| |
(25)
|
| |
(12)
|
| |
(196)%
|
| |
(114)%
|
- Adjusted EBITDA margin
|
| |
(14)%
|
| |
(27)%
|
| |
(23)%
|
| |
13pp
|
| |
(4)pp
|
Head Office
|
| |
|
| |
|
| |
|
| |
|
| |
|
Adjusted EBITDA
|
| |
(140)
|
| |
(46)
|
| |
(34)
|
| |
(204)%
|
| |
(34)%
|
Total
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
2,042
|
| |
416
|
| |
232
|
| |
391%
|
| |
79%
|
Loss for the period
|
| |
(170)
|
| |
(121)
|
| |
(7)
|
| |
(40)%
|
| |
<(500)%
|
Adjusted EBITDA
|
| |
175
|
| |
12
|
| |
(11)
|
| |
>500%
|
| |
209%
|
(1)
|
The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. The Just Eat Takeaway.com Group did not have operations in the United Kingdom or Canada during the years ended 31 December 2018 and 2019.
|
(2)
|
The Acquired German Businesses were consolidated into the Just Eat Takeaway.com Group from 1 April 2019.
|
(3)
|
See “—Segmental Just Eat Takeaway.com Group Results of Operations” beginning on page 222 of this proxy statement/prospectus for information regarding the markets comprising the Rest of the World during the periods under review.
|
|
| |
|
| |
|
| |
31 December
|
||||||
€ in millions
|
| |
Maturity
Date
|
| |
Interest
Rate
|
| |
2020(1)
|
| |
2019(1)
|
| |
2018(2)
|
Convertible Bonds 2019 (2,500 bonds at €100,000 par value)
|
| |
January
2024
|
| |
2.25%
|
| |
235
|
| |
228
|
| |
—
|
Convertible Bonds 2020 (3,000 bonds at €100,000 par value)
|
| |
April 2026
|
| |
1.25%
|
| |
248
|
| |
—
|
| |
—
|
Takeaway.com Revolving Credit Facility(3)
|
| |
NA
|
| |
NA
|
| |
—
|
| |
15
|
| |
—
|
Just Eat Facility(4)
|
| |
March 2025
|
| |
LIBOR + 0.75%
to 1.35%
|
| |
—
|
| |
—
|
| |
—
|
Bridge Facility(5)
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
150
|
Total Borrowings(6)
|
| |
|
| |
|
| |
483
|
| |
243
|
| |
150
|
(1)
|
Balance sheet data as of 31 December 2020 and 2019 has been derived from the Just Eat Takeaway.com Group’s consolidated financial statements beginning on page F-5 of this proxy statement/prospectus.
|
(2)
|
Balance sheet data as of 31 December 2018 has been derived from the Just Eat Takeaway.com Group’s audited consolidated financial statements as of and for the year ended 31 December 2019, which were prepared in conformity with IFRS as issued by the IASB and were audited in accordance with the standards of the PCAOB, but which are not included or incorporated by reference in this proxy statement/prospectus.
|
(3)
|
Terminated in April 2020.
|
(4)
|
At 31 December 2019, Just Eat had access to a committed £350 million revolving credit facility, expiring in November 2023. On 9 March 2020, the facility was amended and extended. The facility level was increased to £535 million, denominated in two tranches, £267.5 million and €307.6 million, and the term extended to 9 March 2025. The facility also includes an option to increase the commitments under the facility by a further £200 million (subject to bank credit committee approval) and an option to extend the facility by two further years (subject to bank credit committee approval). Following the Just Eat Acquisition there was a mechanism to add obligors from the wider Just Eat Takeaway.com Group to the facility. All approvals from the banks were given at the time of the amendments, subject to know-your-customer verifications and the acceding companies meeting the conditions pursuant to the revolving credit facility.
|
(5)
|
Repaid in full in January 2019.
|
(6)
|
The Convertible Bonds 2021, consisting of €600 million aggregate principal amount of Tranche A Convertible Bonds and €500 million aggregate principal amount of Tranche B Convertible Bonds, were issued on 9 February 2021.
|
|
| |
Year ended
31 December
|
||||||
in millions €
|
| |
2020
|
| |
2019
|
| |
2018
|
Net cash generated by / (used in) operating activities
|
| |
178
|
| |
(63)
|
| |
(2)
|
Net cash generated by / (used in) investing activities
|
| |
15
|
| |
(497)
|
| |
(131)
|
Net cash generated by financing activities
|
| |
292
|
| |
520
|
| |
133
|
Net increase / (decrease) in cash and cash equivalents
|
| |
485
|
| |
(40)
|
| |
0
|
Effects of exchange rate changes of cash held in foreign currencies
|
| |
(6)
|
| |
0
|
| |
0
|
Total net increase / (decrease) in cash and cash equivalents
|
| |
479
|
| |
(40)
|
| |
0
|
|
| |
Year ended
31 December
|
||||||
€ in millions
|
| |
2020
|
| |
2019
|
| |
2018
|
Cash and cash equivalents excluding Stichting Derdengelden
|
| |
488
|
| |
32
|
| |
78
|
Cash balances held by Stichting Derdengelden(1)
|
| |
41
|
| |
18
|
| |
12
|
Total Cash and Cash Equivalents
|
| |
529
|
| |
50
|
| |
90
|
(1)
|
Stichting Derdengelden Takeaway.com (“SD”), a foundation, collects the entire value of Orders paid by consumers through third party payment service providers for Orders made in several of the legacy Takeaway.com countries. The cash balances held by SD represent amounts due to restaurants (food value net of Just Eat Takeaway.com Group charges), consumers (refunds) and the Just Eat Takeaway.com Group (commissions, other charges and VAT). Each week, Takeaway.com Payments BV, a Dutch incorporated 100% subsidiary of Just Eat Takeaway.com, calculates the amount due to each party and instructs SD to distribute the payable amounts. SD acts as a trustee, hence the cash balances are restricted.
|
|
| |
Total
|
| |
Less than
1 Year
|
| |
1-5 Years
|
| |
Thereafter
|
Long-term Debt Obligations(1)
|
| |
590
|
| |
9
|
| |
581
|
| |
0
|
Just Eat Facility
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
Lease Obligations(2)
|
| |
108
|
| |
24
|
| |
63
|
| |
21
|
Purchase Obligations(3)
|
| |
20
|
| |
19
|
| |
1
|
| |
0
|
Other Long-Term Liabilities(4)
|
| |
80
|
| |
4
|
| |
32
|
| |
44
|
Total Cash Obligations(5)
|
| |
798
|
| |
56
|
| |
677
|
| |
65
|
(1)
|
For more information about the Just Eat Takeaway.com Group’s long-term debt, see Note 22 to the Just Eat Takeaway.com Group’s consolidated financial statements beginning on page F-52 of this proxy statement/prospectus. The undiscounted cash flows represented both interest and principal cash flows. The nominal amount of the Convertible Bonds may be converted into Just Eat Takeaway.com Shares.
|
(2)
|
(3)
|
Purchase obligations relate primarily to media contracts, sponsorship and IT contracts and exclude leasehold improvements.
|
(4)
|
At 31 December 2020, the Just Eat Takeaway.com Group had a lease contract for a new Berlin office that has not yet commenced. The property is currently under construction and is expected to be available in July or August 2021. The lease payments amount to €8 million annually, with a duration of 10 years.
|
(5)
|
Total cash obligations are based on future payments contractually or otherwise committed to by 31 December 2020 and related to leases, purchases and debt.
|
(€ in millions)
|
| |
Assets
31 December
2020
|
| |
Liabilities
31 December
2020
|
Euro
|
| |
52
|
| |
56
|
Canadian dollars
|
| |
36
|
| |
15
|
British pounds sterling
|
| |
26
|
| |
44
|
U.S. dollars
|
| |
13
|
| |
6
|
Danish Krone
|
| |
1
|
| |
26
|
•
|
Adoption of IFRS 17 Insurance contracts;
|
•
|
Amendments to IAS 37 Onerous Contracts – Cost of fulfilling a contract;
|
•
|
Amendments to IAS 16 Proceeds before Intended Use;
|
•
|
Amendments to IFRS 3 Reference to the Conceptual Framework;
|
•
|
Amendments to IAS 1 Classification of Liabilities as Current or Non-current;
|
•
|
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture;
|
•
|
Annual Improvements to IFRS Standards 2018-2020 Cycle: Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases, and IAS 41 Agriculture;
|
•
|
Amendments to IFRS 4 Insurance contracts - deferral of IFRS 9; and
|
•
|
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest rate benchmark reform - phase 2.
|
•
|
Update of the local cross-industry reference market.
|
•
|
No changes to the fixed annual base fee.
|
•
|
Introduction of an annual bonus plan as short-term incentive (STI), to align with the phase of development of Just Eat Takeaway.com and market practice:
|
•
|
No STI was previously in place, as the composition of the remuneration package was aligned with the phase of Just Eat Takeaway.com. For the same reason, this element is now introduced based on the Just Eat Takeaway.com “Annual Bonus Plan” with amended performance measures. The STI pays out in cash and in deferred shares for above target pay-out (total period of vesting and holding equals 5 years where the holding period continues post- ‘employment’). The at target value is 75% of base fee for all Just Eat Takeaway.com Management Board members and 150% of base fee at maximum;
|
•
|
The performance measures comprise of a mix of financial measures (75%) and nonfinancial measures (25%), supporting the strategy of Just Eat Takeaway.com: (i) number of new consumers (25%), (ii) number of Active Consumers (25%), (iii) number of orders per consumer (25%) and (iv) certain personal / non-financial measures (25%). The component of performance measures consisting of personal / non-financial measures is not a fixed category and the applicable measures will be determined each year. For example, in 2020 the applicable non-financial measure was the successful integration of the Just Eat Group business and this non-financial measure applied equally to each Just Eat Takeaway.com Managing Director. Alternatively, in future years, the personal / non-financial measures may be derived from individual performance evaluations.
|
•
|
Adjustment of the long-term incentive (LTI), to align with the phase of development of Just Eat Takeaway.com and market practice:
|
•
|
Awards under the long-term incentive plan (referred to as “LTIP” hereafter) were previously granted as conditional performance options with an exercise price. Following 1 January 2020, the long-term incentive awards are granted in form of conditional nil-cost performance options;
|
•
|
The measures as applied previously, i.e. revenue growth (weight 37.5%), relative TSR (weight 37.5%) and a strategic target (weight 25%) remain the performance measures for the long-term incentive plan;
|
•
|
To measure relative TSR performance and given the London Stock Exchange listing, the FTSE 100 is added to the local cross-industry index (AEX). To include a sector perspective, a more technology weighted index, i.e. the NASDAQ 100 index, is added as well (one third each). Relative TSR will be calculated based on the common currency approach;
|
•
|
The minimum vesting will be decreased from 50% to 40% at median performance level and the maximum vesting increased from 150% to 200% of target for upper quartile performance, to align with the Just Eat Takeaway.com vesting schedule and to position within the market practice bandwidth;
|
•
|
The holding period for shares continues post-employment, going forward.
|
•
|
Introduction of shareholding guidelines: Shareholding guidelines were not previously in place because the levels of ownership of the members of the Just Eat Takeaway.com Management Board were already significantly above market standards for this requirement. These were formally introduced as of 1 January 2020.
|
€’000
|
| |
J. Groen
CEO
|
| |
B. Wissink
CFO
|
| |
J. Gerbig
COO
|
| |
2019
|
Base fee
|
| |
475
|
| |
450
|
| |
450
|
| |
1,375
|
Pensions allowance
|
| |
50
|
| |
50
|
| |
50
|
| |
150
|
Benefits
|
| |
31
|
| |
22
|
| |
1
|
| |
54
|
Total remuneration
|
| |
556
|
| |
522
|
| |
501
|
| |
1,579
|
•
|
Fixed annual base fee;
|
•
|
Benefits;
|
•
|
Pension;
|
•
|
STI; and
|
•
|
LTIP consisting of conditional performance shares.
|
|
| |
|
| |
Fixed remuneration
|
| |
Variable remuneration
|
| |
Extra-
ordinary
items
|
| |
Pensions
allowance
|
| |
Total
remun-
eration
|
| |
Proportion of
fixed and
variable
remuneration
|
|||||||||
Name of Director, position
|
| |
Reporting
period
|
| |
Base
fee
|
| |
Fees
|
| |
Benefits
|
| |
One-year
variable
|
| |
Multi-year
variable
|
| |||||||||||
J. Groen – CEO
|
| |
2020
|
| |
475
|
| |
—
|
| |
31
|
| |
478
|
| |
310
|
| |
—
|
| |
50
|
| |
1,344
|
| |
41% / 59%
|
|
2019
|
| |
448
|
| |
—
|
| |
31
|
| |
—
|
| |
191
|
| |
—
|
| |
50
|
| |
720
|
| |
74% / 26%
|
||
B. Wissink – CFO
|
| |
2020
|
| |
450
|
| |
—
|
| |
22
|
| |
454
|
| |
278
|
| |
—
|
| |
50
|
| |
1,254
|
| |
42% / 58%
|
|
2019
|
| |
414
|
| |
—
|
| |
24
|
| |
—
|
| |
176
|
| |
—
|
| |
50
|
| |
664
|
| |
73% / 27%
|
||
J. Gerbig – COO
|
| |
2020
|
| |
450
|
| |
—
|
| |
1
|
| |
454
|
| |
265
|
| |
—
|
| |
50
|
| |
1,220
|
| |
41% / 59%
|
|
2019
|
| |
404
|
| |
—
|
| |
—
|
| |
—
|
| |
172
|
| |
—
|
| |
46
|
| |
622
|
| |
72% / 28%
|
||
A. Nühn – Chairman of Just Eat Takeaway.com Supervisory Board
|
| |
2020
|
| |
99
|
| |
16
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
115
|
| |
100% / 0%
|
|
2019
|
| |
65
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
65
|
| |
100% / 0%
|
||
C. Vigreux – Vice-Chairman of Just Eat Takeaway.com Supervisory Board
|
| |
2020
|
| |
75
|
| |
5
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
80
|
| |
100% / 0%
|
|
2019
|
| |
50
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
50
|
| |
100% / 0%
|
||
R. Teerlink – Just Eat Takeaway.com Supervisory Board member
|
| |
2020
|
| |
66
|
| |
9
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
75
|
| |
100% / 0%
|
|
2019
|
| |
50
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
50
|
| |
100% / 0%
|
||
G. Burr – Just Eat Takeaway.com Supervisory Board member
|
| |
2020
|
| |
54
|
| |
14
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
68
|
| |
100% / 0%
|
|
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
J. Palaniappan – Just Eat Takeaway.com Supervisory Board member
|
| |
2020
|
| |
53
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
53
|
| |
100% / 0%
|
|
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
J. Reck – Just Eat Takeaway.com Supervisory Board Member
|
| |
2020
|
| |
7
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
7
|
| |
100% / 0%
|
|
2019
|
| |
38
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
38
|
| |
100% / 0%
|
Target
|
| |
Relative
Weight
|
Number of new consumers to exceed 18.6 million
|
| |
25%
|
Number of active consumers to exceed 54.8 million
|
| |
25%
|
Number of new orders per consumer to exceed 9.0 million
|
| |
25%
|
Certain personal / non-financial measures related to integration of Just Eat and Takeaway.com
|
| |
25%
|
|
| |
The main conditions of share option plans
|
| |
Information regarding the reported fiscal year
|
|||||||||||||||||||||||||||||||||||||||
|
| |
|
| |
Opening
Balance
|
| |
During the period
|
| |
Closing Balance
|
|||||||||||||||||||||||||||||||||
Name of Director, position
|
| |
Specifications
of LTIP
|
| |
Performance
Period
|
| |
Award
date
|
| |
Vesting
date
|
| |
End of
holding
period
|
| |
Exercise
period
|
| |
Strike
price of
the share
(in €)
|
| |
Share
options
awarded
at the
beginning
of the
year
|
| |
Share
options
awarded
|
| |
Market
Value of
share
options
awarded
(in €)
|
| |
Share
options
vested
|
| |
Market
value of
share
options
vested
(in €)
|
| |
Share
options
subject
to a
perfor-
mance
condition
|
| |
Share
options
awarded
and
unvested
|
| |
Share
options
subject
to a
holding
period
|
J. Groen – CEO
|
| |
2018-2020
|
| |
2018-2020
|
| |
31-12-2017
|
| |
31-12-2020
|
| |
n.a.
|
| |
1-1-2021 to
31-12-2027
|
| |
49.06
|
| |
12,340
|
| |
—
|
| |
—
|
| |
12,340
|
| |
1,139,969
|
| |
—
|
| |
—
|
| |
n.a.
|
|
2019-2021
|
| |
2019-2021
|
| |
31-12-2018
|
| |
31-12-2021
|
| |
n.a.
|
| |
1-1-2022 to
31-12-2028
|
| |
54.62
|
| |
11,655
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
11,655
|
| |
11,655
|
| |
n.a.
|
||
|
2020-2023
|
| |
2020-2022
|
| |
21-5-2020
|
| |
21-5-2023
|
| |
21-5-2025
|
| |
22-5-2023 to
22-5-2033
|
| |
0.00
|
| |
—
|
| |
4,917
|
| |
472,819
|
| |
—
|
| |
—
|
| |
4,917
|
| |
4,917
|
| |
—
|
||
B. Wissink – CFO
|
| |
2018-2020
|
| |
2018-2020
|
| |
31-12-2017
|
| |
31-12-2020
|
| |
n.a.
|
| |
1-1-2021 to
31-12-2027
|
| |
49.06
|
| |
10,798
|
| |
—
|
| |
—
|
| |
10,798
|
| |
997,519
|
| |
—
|
| |
—
|
| |
n.a.
|
|
2019-2021
|
| |
2019-2021
|
| |
31-12-2018
|
| |
31-12-2021
|
| |
n.a.
|
| |
1-1-2022 to
31-12-2028
|
| |
54.62
|
| |
10,198
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
10,198
|
| |
10,198
|
| |
n.a.
|
||
|
2020-2023
|
| |
2020-2022
|
| |
21-5-2020
|
| |
21-5-2023
|
| |
21-5-2025
|
| |
22-5-2023 to
22-5-2033
|
| |
0.00
|
| |
—
|
| |
4,658
|
| |
447,913
|
| |
—
|
| |
—
|
| |
4,658
|
| |
4,658
|
| |
—
|
||
J. Gerbig – COO
|
| |
2018-2020
|
| |
2018-2020
|
| |
31-12-2017
|
| |
31-12-2020
|
| |
n.a.
|
| |
1-1-2021 to
31-12-2027
|
| |
49.06
|
| |
10,027
|
| |
—
|
| |
—
|
| |
10,027
|
| |
926,294
|
| |
—
|
| |
—
|
| |
n.a.
|
|
2019-2021
|
| |
2019-2021
|
| |
31-12-2018
|
| |
31-12-2021
|
| |
n.a.
|
| |
1-1-2022 to
31-12-2028
|
| |
54.62
|
| |
9,470
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,470
|
| |
9,470
|
| |
n.a.
|
||
|
2020-2023
|
| |
2020-2022
|
| |
21-5-2020
|
| |
21-5-2023
|
| |
21-5-2025
|
| |
22-5-2023 to
22-5-2033
|
| |
0.00
|
| |
—
|
| |
4,658
|
| |
447,913
|
| |
—
|
| |
—
|
| |
4,658
|
| |
4,658
|
| |
—
|
Targets
|
| |
Relative
weight
|
Order growth to exceed 25% per annum in the medium-term
|
| |
20%
|
> 30% CAGR over 2015 Actual-2018 Estimate
|
| |
20%
|
Revenue growth to continue to exceed Order growth after 2017
|
| |
20%
|
Positive adjusted EBITDA margin for both Germany and the Just Eat Takeaway.com Group within 2 to 3 years after the IPO(1)
|
| |
20%
|
The adjusted EBITDA for the Netherlands to continue to increase after 2016(2)
|
| |
20%
|
(1)
|
The positive adjusted EBITDA margin for both Germany and the Just Eat Takeaway.com Group in this context means monthly positive adjusted EBITDA margins (whether or not the full year adjusted EBITDA margins are positive).
|
(2)
|
Following the higher than expected growth of Scoober, also in the Netherlands, Just Eat Takeaway.com amended the medium-term objective for the Netherlands from “adjusted EBITDA margin for the Netherlands to continue to increase” to “adjusted EBITDA for the Netherlands to continue to increase.”
|
|
| |
Maximum grant (in euro)
|
| |
Maximum
number of
options
|
Jitse Groen – CEO
|
| |
75% * € 400,000 = € 300,000
|
| |
12,340
|
Brent Wissink – CFO
|
| |
75% * € 350,000 = € 262,500
|
| |
10,798
|
Jörg Gerbig – COO
|
| |
75% * € 325,000 = € 243,750
|
| |
10,027
|
Targets
|
| |
Relative
weight
|
Order growth to exceed 25% per annum in the medium-term
|
| |
20%
|
> 30% CAGR over 2015 Actual-2018 Estimate
|
| |
20%
|
Revenue growth to continue to exceed Order growth after 2016
|
| |
20%
|
Positive adjusted EBITDA margin for both Germany and Just Eat Takeaway.com within 2 to 3 years after the IPO(1)
|
| |
20%
|
The adjusted EBITDA for the Netherlands to continue to increase after 2016(2)
|
| |
20%
|
(1)
|
The positive adjusted EBITDA margin for both Germany and Just Eat Takeaway.com in this context means monthly positive adjusted EBITDA margins (whether or not the full year adjusted EBITDA margins are positive).
|
(2)
|
Following the higher than expected growth of Scoober, also in the Netherlands, Just Eat Takeaway.com amended the medium-term objective for the Netherlands from “adjusted EBITDA margin for the Netherlands to continue to increase” to “adjusted EBITDA for the Netherlands to continue to increase.”
|
|
| |
Maximum grant (in euro)
|
| |
Maximum
number of
options
|
Jitse Groen – CEO
|
| |
75% * € 400,000 = € 300,000
|
| |
11,655
|
Brent Wissink – CFO
|
| |
75% * € 350,000 = € 262,500
|
| |
10,198
|
Jörg Gerbig – COO
|
| |
75% * € 325,000 = € 243,750
|
| |
9,470
|
|
| |
|
| |
Annual change
|
| |
2020 vs
2019
|
|||
Managing Director’s remuneration
|
| |
2017 vs
2016
|
| |
2018 vs
2017
|
| |
2019 vs
2018
|
| ||
J. Groen − CEO
|
| |
10%
|
| |
17%
|
| |
23%
|
| |
87%
|
B. Wissink − CFO
|
| |
4%
|
| |
17%
|
| |
28%
|
| |
89%
|
J. Gerbig − COO
|
| |
3%
|
| |
18%
|
| |
35%
|
| |
96%
|
Just Eat Takeaway.com performance
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
50%
|
| |
42%
|
| |
79%
|
| |
391%
|
Adjusted EBITDA
|
| |
(51)%
|
| |
59%
|
| |
216%
|
| |
1454%
|
Orders
|
| |
38%
|
| |
38%
|
| |
70%
|
| |
228%
|
|
| |
|
| |
|
| |
|
| |
|
Average remuneration on a full-time equivalent basis of employees
|
| |
|
| |
|
| |
|
| |
|
Employees of the Just Eat Takeaway.com Group
|
| |
3%
|
| |
(19)%
|
| |
23%
|
| |
41%
|
Name
|
| |
Total Just Eat Takeaway.com
Shares
|
| |
Percentage of
Just Eat Takeaway.com
Shares
|
Jitse Groen(1)
|
| |
15,318,766
|
| |
10.29%
|
Brent Wissink
|
| |
115,581
|
| |
0.08%
|
Jörg Gerbig(1)
|
| |
310,000
|
| |
0.21%
|
(1)
|
Shares are held indirectly through personal holding companies.
|
Name
|
| |
Award
Date
|
| |
Number of Just Eat
Takeaway.com Options
(at maximum)
|
| |
Exercise Price
(in €)
|
| |
Expiration
Date
|
Jitse Groen
|
| |
31-12-2017
|
| |
12,340
|
| |
49.06
|
| |
31-12-2027
|
|
| |
31-12-2018
|
| |
11,655
|
| |
54.62
|
| |
31-12-2028
|
|
| |
21-05-2020
|
| |
4,917
|
| |
0.00
|
| |
22-05-2033
|
Brent Wissink
|
| |
31-12-2017
|
| |
10,798
|
| |
49.06
|
| |
31-12-2027
|
|
| |
31-12-2018
|
| |
10,198
|
| |
54.62
|
| |
31-12-2028
|
|
| |
21-05-2020
|
| |
4,658
|
| |
0.00
|
| |
22-05-2033
|
Jörg Gerbig
|
| |
31-12-2017
|
| |
10,027
|
| |
49.06
|
| |
31-12-2027
|
|
| |
31-12-2018
|
| |
9,470
|
| |
54.62
|
| |
31-12-2028
|
|
| |
21-05-2020
|
| |
4,658
|
| |
0.00
|
| |
22-05-2033
|
•
|
the Takeaway.com Employee Share Option Plan;
|
•
|
the “rolled over” Just Eat Deferred Share Bonus Plan 2018, Just Eat Sharesave Scheme, Just Eat Ireland Sharesave Scheme and Just Eat International Sharesave Scheme; and
|
•
|
the newly adopted Just Eat Takeaway.com Performance Share Plan and Just Eat Takeaway.com Restricted Share Plan (collectively, the “Employee Share Plans”).
|
•
|
•
|
the Grubhub Group’s consolidated financial statements, incorporated by reference into this proxy statement/prospectus, as well as the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Grubhub’s Annual Report on Form 10-K for the year ended 31 December 2020, that Grubhub previously filed with the SEC and that are incorporated by reference into this proxy statement/prospectus;
|
•
|
the historical Just Eat Group’s consolidated financial statements beginning on page F-72 of this proxy statement/prospectus; and
|
•
|
the other information contained in or incorporated by reference into this proxy statement/prospectus.
|
|
| |
Adjustments
|
| |
|
||||||
|
| |
Just Eat
Takeaway.com
Group
|
| |
Grubhub
Group
|
| |
Grubhub
Group
Transaction
Accounting
Adjustments
|
| |
Unaudited pro
forma Enlarged
Group
|
|
| |
As at 31 December
2020
|
| |
As at 31 December
2020
|
| |
|
| |
|
€ m
|
| |
Note 1
|
| |
Note 4
|
| |
Note 5
|
| |
|
Assets
|
| |
|
| |
|
| |
|
| |
|
Non-current assets
|
| |
|
| |
|
| |
|
| |
|
Goodwill
|
| |
4,614
|
| |
831
|
| |
2,912
|
| |
8,357
|
Other intangible assets
|
| |
3,207
|
| |
454
|
| |
2,686
|
| |
6,347
|
Property and equipment
|
| |
47
|
| |
71
|
| |
—
|
| |
118
|
Right-of-use assets
|
| |
77
|
| |
66
|
| |
44
|
| |
187
|
Investments in associates and joint ventures
|
| |
1,575
|
| |
—
|
| |
—
|
| |
1,575
|
Deferred tax assets
|
| |
—
|
| |
—
|
| |
21
|
| |
21
|
Other non-current assets
|
| |
12
|
| |
40
|
| |
—
|
| |
52
|
Total non-current assets
|
| |
9,532
|
| |
1,462
|
| |
5,663
|
| |
16,657
|
Current assets
|
| |
|
| |
|
| |
|
| |
|
Trade and other receivables
|
| |
162
|
| |
91
|
| |
—
|
| |
253
|
Other current assets
|
| |
100
|
| |
62
|
| |
(22)
|
| |
140
|
Current tax assets
|
| |
17
|
| |
18
|
| |
—
|
| |
35
|
Inventories
|
| |
14
|
| |
2
|
| |
—
|
| |
16
|
Cash and cash equivalents
|
| |
529
|
| |
293
|
| |
—
|
| |
822
|
Total current assets
|
| |
822
|
| |
466
|
| |
(22)
|
| |
1,266
|
Total assets
|
| |
10,354
|
| |
1,928
|
| |
5,641
|
| |
17,923
|
|
| |
|
| |
|
| |
|
| |
|
Shareholders’ equity
|
| |
|
| |
|
| |
|
| |
|
Ordinary share capital
|
| |
6
|
| |
—
|
| |
3
|
| |
9
|
Share premium
|
| |
8,801
|
| |
723
|
| |
5,328
|
| |
14,852
|
Legal reserves
|
| |
77
|
| |
348
|
| |
(348)
|
| |
77
|
Other reserves
|
| |
(403)
|
| |
66
|
| |
(119)
|
| |
(456)
|
Total shareholders’ equity
|
| |
8,481
|
| |
1,137
|
| |
4,864
|
| |
14,482
|
Non-controlling interest
|
| |
5
|
| |
—
|
| |
—
|
| |
5
|
Total equity
|
| |
8,486
|
| |
1,137
|
| |
4,864
|
| |
14,487
|
Liabilities
|
| |
|
| |
|
| |
|
| |
|
Non-current liabilities
|
| |
|
| |
|
| |
|
| |
|
Borrowings
|
| |
474
|
| |
402
|
| |
—
|
| |
876
|
Deferred tax liabilities
|
| |
546
|
| |
14
|
| |
707
|
| |
1,267
|
Lease liability
|
| |
66
|
| |
84
|
| |
8
|
| |
158
|
Other non-current liabilities
|
| |
2
|
| |
1
|
| |
—
|
| |
3
|
Total non-current liabilities
|
| |
1,088
|
| |
501
|
| |
715
|
| |
2,304
|
Current liabilities
|
| |
|
| |
|
| |
|
| |
|
Borrowings
|
| |
9
|
| |
—
|
| |
—
|
| |
9
|
Lease liability
|
| |
21
|
| |
15
|
| |
—
|
| |
36
|
Trade and other liabilities
|
| |
713
|
| |
268
|
| |
62
|
| |
1,043
|
Current tax liabilities
|
| |
37
|
| |
7
|
| |
—
|
| |
44
|
Total current liabilities
|
| |
780
|
| |
290
|
| |
62
|
| |
1,132
|
Total liabilities
|
| |
1,868
|
| |
791
|
| |
777
|
| |
3,436
|
Total equity and liabilities
|
| |
10,354
|
| |
1,928
|
| |
5,641
|
| |
17,923
|
|
| |
|
| |
Adjustments
|
| |
|
| |
Adjustments
|
| |
|
||||||
|
| |
Just Eat
Takeaway.com
Group
|
| |
Just Eat
Group
|
| |
Just Eat
Acquisition
Transaction
Accounting
Adjustments
|
| |
Unaudited pro
forma Just Eat
Takeaway.com
Group
|
| |
Grubhub
Group
|
| |
Grubhub
Group
Transaction
Accounting
Adjustments
|
| |
Unaudited
pro forma
Enlarged
Group
|
|
| |
Year ended
31 December
2020
|
| |
Period
1 January
2020 to
15 April
2020
|
| |
|
| |
|
| |
Year ended
31 December
2020
|
| |
|
| |
|
€m (except per share data)
|
| |
Note 1
|
| |
Note 2
|
| |
Note 3
|
| |
|
| |
Note 4
|
| |
Note 5
|
| |
|
Revenue
|
| |
2,042
|
| |
359
|
| |
—
|
| |
2,401
|
| |
1,596
|
| |
—
|
| |
3,997
|
Courier costs
|
| |
(727)
|
| |
(120)
|
| |
—
|
| |
(847)
|
| |
(638)
|
| |
—
|
| |
(1,485)
|
Order processing costs
|
| |
(193)
|
| |
(40)
|
| |
—
|
| |
(233)
|
| |
(253)
|
| |
—
|
| |
(486)
|
Staff costs
|
| |
(464)
|
| |
(83)
|
| |
—
|
| |
(547)
|
| |
(300)
|
| |
—
|
| |
(847)
|
Other operating expenses
|
| |
(608)
|
| |
(172)
|
| |
—
|
| |
(780)
|
| |
(429)
|
| |
(53)
|
| |
(1,262)
|
Depreciation and amortization
|
| |
(174)
|
| |
(22)
|
| |
(26)
|
| |
(222)
|
| |
(119)
|
| |
(64)
|
| |
(405)
|
Operating loss
|
| |
(124)
|
| |
(78)
|
| |
(26)
|
| |
(228)
|
| |
(143)
|
| |
(117)
|
| |
(488)
|
Share of results of associates and joint ventures
|
| |
(16)
|
| |
(26)
|
| |
—
|
| |
(42)
|
| |
—
|
| |
—
|
| |
(42)
|
Finance income
|
| |
3
|
| |
—
|
| |
—
|
| |
3
|
| |
2
|
| |
—
|
| |
5
|
Finance expense
|
| |
(30)
|
| |
(5)
|
| |
—
|
| |
(35)
|
| |
(32)
|
| |
—
|
| |
(67)
|
Other gains and losses
|
| |
2
|
| |
—
|
| |
—
|
| |
2
|
| |
—
|
| |
—
|
| |
2
|
Loss before income tax
|
| |
(165)
|
| |
(109)
|
| |
(26)
|
| |
(300)
|
| |
(173)
|
| |
(117)
|
| |
(590)
|
Income tax (expense) / benefit
|
| |
(5)
|
| |
(5)
|
| |
5
|
| |
(5)
|
| |
(5)
|
| |
18
|
| |
8
|
Loss for the period
|
| |
(170)
|
| |
(114)
|
| |
(21)
|
| |
(305)
|
| |
(178)
|
| |
(99)
|
| |
(582)
|
Attributable to:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Owners of the Company
|
| |
(170)
|
| |
(113)
|
| |
(21)
|
| |
(304)
|
| |
(178)
|
| |
(99)
|
| |
(581)
|
Non-controlling interest
|
| |
—
|
| |
(1)
|
| |
—
|
| |
(1)
|
| |
—
|
| |
—
|
| |
(1)
|
Basic earnings per share attributable to the shareholders (€/share)
|
| |
(1.21)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(2.72)
|
Weighted average number of ordinary shares (basic)
|
| |
140,419,945
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
213,382,457
|
Diluted earnings per share attributable to the shareholders (€/share)
|
| |
(1.21)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(2.72)
|
Weighted average number of ordinary shares (diluted)
|
| |
140,419,945
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
213,382,457
|
1.
|
Basis of presentation
|
Closing exchange rate as of 31 December 2020
|
| |
USD 1 / euro 0.8131
|
Average exchange rate for the six-month period ended 30 June 2020
|
| |
GBP 1 / euro 1.1399
|
Average exchange rate for the year ended 31 December 2020
|
| |
USD 1 / euro 0.8768
|
2.
|
Adjustments to the Just Eat Group’s financial statements
|
3.
|
Adjustments related to the Just Eat Acquisition
|
a)
|
Allocation of consideration for the Just Eat Acquisition
|
(€ million)
|
| |
Amortization for
period 1 January
2020 to 15 April
2020
|
Period 1 January 2020 to 15 April 2020 and Annual amortization of acquired identifiable intangible assets
|
| |
48
|
Less historical amortization expense
|
| |
(22)
|
Adjustments to Depreciation and amortization expense
|
| |
26
|
(€ million)
|
| |
|
Total transaction costs of:
|
| |
|
Just Eat Takeaway.com
|
| |
99
|
Just Eat
|
| |
85
|
Total transaction costs
|
| |
184
|
|
| |
Share premium
|
| |
Statement of profit or loss
|
|||
|
| |
As at
31 December
2020
|
| |
Year ended
31 December 2020
|
| |
Year ended
31 December
2019
|
Amounts recognized in historical periods:
|
| |
24
|
| |
114
|
| |
46
|
Adjustment recorded in the pro forma
|
| |
—
|
| |
—
|
| |
—
|
Pro forma adjusted transaction costs
|
| |
24
|
| |
114
|
| |
46
|
|
| |
Reclassifications and GAAP to IFRS Adjustments
|
| ||||||||||||||||||||
Grubhub Group
balance sheet line items
|
| |
Grubhub
Group
balance
sheet
line
items as at
31 December
2020
|
| |
Just Eat
Takeaway.com
Group
balance
sheet line
items
|
| |
Grubhub
Group balance
sheet as at
31 December 2020
under the
Just Eat
Takeaway.com
Group’s
balance sheet
presentation
|
| |
Notes
|
| |
IFRS
adjustments
|
| |
Notes
|
| |
Grubhub
Group
balance sheet
as at
31 December 2020
under the
Just Eat
Takeaway.com
Group’s
balance sheet
presentation
and after IFRS
adjustments
|
| |
Translated
into the
Just Eat
Takeaway.com
Group’s
presentation
currency
|
|
| |
(Note 4a)
|
| |
|
| |
(Note 4b)
|
| |
|
| |
(Note 4c)
|
| |
|
| |
|
| |
(Note 4d)
|
|
| |
$ m
|
| |
|
| |
$ m
|
| |
|
| |
$ m
|
| |
|
| |
$ m
|
| |
€ m
|
|
| |
|
| |
Assets
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Goodwill
|
| |
1,008
|
| |
Goodwill
|
| |
1,008
|
| |
|
| |
14
|
| |
4c(iv)
|
| |
1,022
|
| |
831
|
Acquired intangible assets, net of amortization
|
| |
456
|
| |
Other intangible assets
|
| |
561
|
| |
4b(i)
|
| |
(2)
|
| |
4c(ii)
|
| |
559
|
| |
454
|
Property and equipment, net of depreciation and amortization
|
| |
216
|
| |
Property and equipment
|
| |
111
|
| |
4b(i)
|
| |
(23)
|
| |
4c(iv), 4c(v)
|
| |
88
|
| |
71
|
Operating lease right-of-use asset
|
| |
88
|
| |
Right-of-use assets
|
| |
88
|
| |
|
| |
(7)
|
| |
4c(i)
|
| |
81
|
| |
66
|
Other assets
|
| |
49
|
| |
Other non-current assets
|
| |
49
|
| |
|
| |
—
|
| |
|
| |
49
|
| |
40
|
Deferred tax assets, non-current
|
| |
—
|
| |
Deferred tax assets
|
| |
—
|
| |
|
| |
—
|
| |
4c(i), 4c(ii), 4c(vi)
|
| |
—
|
| |
—
|
|
| |
|
| |
Total non-current assets
|
| |
1,817
|
| |
|
| |
(18)
|
| |
|
| |
1,799
|
| |
1,462
|
Accounts receivable less allowances for doubtful accounts
|
| |
112
|
| |
Trade and other receivables
|
| |
112
|
| |
|
| |
—
|
| |
|
| |
112
|
| |
91
|
Prepaid expenses and other current assets
|
| |
25
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Short-term investments
|
| |
53
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
78
|
| |
Other current assets
|
| |
76
|
| |
4b(ii)
|
| |
—
|
| |
|
| |
76
|
| |
62
|
Income tax receivable
|
| |
22
|
| |
Current tax assets
|
| |
22
|
| |
|
| |
—
|
| |
|
| |
22
|
| |
18
|
|
| |
|
| |
Inventories
|
| |
2
|
| |
4b(ii)
|
| |
—
|
| |
|
| |
2
|
| |
2
|
Cash and cash equivalents
|
| |
360
|
| |
Cash and cash equivalents
|
| |
360
|
| |
|
| |
—
|
| |
|
| |
360
|
| |
293
|
|
| |
|
| |
Total current assets
|
| |
572
|
| |
|
| |
—
|
| |
|
| |
572
|
| |
466
|
Total assets
|
| |
2,389
|
| |
Total assets
|
| |
2,389
|
| |
|
| |
(18)
|
| |
|
| |
2,371
|
| |
1,928
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stockholders’ equity
|
| |
|
| |
Shareholders’ equity
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Common stock
|
| |
—
|
| |
Ordinary share capital
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
—
|
| |
—
|
Preferred Stock
|
| |
—
|
| |
Share premium
|
| |
889
|
| |
4b(iv)
|
| |
—
|
| |
|
| |
889
|
| |
723
|
Additional paid-in capital
|
| |
1,243
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Accumulated other comprehensive loss
|
| |
(1)
|
| |
Legal reserves
|
| |
353
|
| |
4b(iv)
|
| |
75
|
| |
4c(ii)
|
| |
428
|
| |
348
|
Retained earnings
|
| |
175
|
| |
Other reserves
|
| |
175
|
| |
|
| |
(93)
|
| |
4c(i), 4c(ii), 4c(iii),
4c(iv), 4c(v), 4c(vi)
|
| |
82
|
| |
66
|
Total stockholders’ equity
|
| |
1,417
|
| |
Total shareholders’ equity
|
| |
1,417
|
| |
|
| |
(18)
|
| |
|
| |
1,399
|
| |
1,137
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
Liabilities
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Long-term debt
|
| |
494
|
| |
Borrowings
|
| |
494
|
| |
|
| |
—
|
| |
|
| |
494
|
| |
402
|
Deferred taxes, non-current
|
| |
18
|
| |
Deferred tax liabilities
|
| |
18
|
| |
|
| |
—
|
| |
4c(v)
|
| |
18
|
| |
14
|
Noncurrent operating lease liability
|
| |
103
|
| |
Lease liability
|
| |
103
|
| |
|
| |
—
|
| |
|
| |
103
|
| |
84
|
Other accruals
|
| |
1
|
| |
Other non-current liabilities
|
| |
1
|
| |
|
| |
—
|
| |
|
| |
1
|
| |
1
|
|
| |
|
| |
Total non-current liabilities
|
| |
616
|
| |
|
| |
—
|
| |
|
| |
616
|
| |
501
|
Current operating lease liability
|
| |
18
|
| |
Lease liability
|
| |
18
|
| |
|
| |
—
|
| |
|
| |
18
|
| |
15
|
Accounts payable
|
| |
20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Restaurant food liability
|
| |
142
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Accrued payroll
|
| |
27
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Other accruals
|
| |
149
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
338
|
| |
Trade and other liabilities
|
| |
330
|
| |
4b(iii)
|
| |
—
|
| |
4c(iv)
|
| |
330
|
| |
268
|
|
| |
|
| |
Current tax liabilities
|
| |
8
|
| |
4b(iii)
|
| |
—
|
| |
|
| |
8
|
| |
7
|
|
| |
|
| |
Total current liabilities
|
| |
356
|
| |
|
| |
—
|
| |
|
| |
356
|
| |
290
|
Total liabilities
|
| |
972
|
| |
Total liabilities
|
| |
972
|
| |
|
| |
—
|
| |
|
| |
972
|
| |
791
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Total Equity and liabilities
|
| |
2,389
|
| |
Total shareholders’ equity and liabilities
|
| |
2,389
|
| |
|
| |
(18)
|
| |
|
| |
2,371
|
| |
1,928
|
|
| |
Reclassifications and GAAP to IFRS Adjustments
|
| ||||||||||||||||||||
Grubhub Group
statement of
operations sheet
line items
|
| |
Grubhub
Group
statement of
operations
line items
for the
year ended
31 December
2020
|
| |
Just Eat
Takeaway.com
Group statement
of profit
or loss
line items
|
| |
Grubhub Group
statement of
operations for
the year ended
31 December 2020
under the
Just Eat
Takeaway.com
Group’s statement
of profit
or loss
presentation
|
| |
Notes
|
| |
IFRS adjustments
|
| |
Notes
|
| |
Grubhub Group
statement of
operations for
the year ended
31 December 2020
under the
Just Eat
Takeaway.com
Group’s statement
of profit
or loss
presentation and
after IFRS
adjustments
|
| |
Translated
into the
Just Eat
Takeaway.com
Group ’s
presentation
currency
|
|
| |
(Note 4a)
|
| |
|
| |
(Note 4b)
|
| |
|
| |
(Note 4c)
|
| |
|
| |
|
| |
(Note 4d)
|
|
| |
$ m
|
| |
|
| |
$ m
|
| |
|
| |
$ m
|
| |
|
| |
$ m
|
| |
€ m
|
Revenues
|
| |
1,820
|
| |
Revenue
|
| |
1,820
|
| |
|
| |
—
|
| |
|
| |
1,820
|
| |
1,596
|
|
| |
|
| |
Courier costs
|
| |
(728)
|
| |
4b(i)
|
| |
—
|
| |
|
| |
(728)
|
| |
(638)
|
|
| |
|
| |
Order processing costs
|
| |
(261)
|
| |
4b(ii)
|
| |
(28)
|
| |
4c(v)
|
| |
(289)
|
| |
(253)
|
Costs and expenses:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Operations and support
|
| |
(1,169)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Sales and marketing
|
| |
(402)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Technology (exclusive of amortization)
|
| |
(123)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
General and administrative
|
| |
(133)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
Staff costs
|
| |
(329)
|
| |
4b(iii)
|
| |
(13)
|
| |
4c(ii)
|
| |
(342)
|
| |
(300)
|
|
| |
|
| |
Other operating expenses
|
| |
(509)
|
| |
4b(iv)
|
| |
20
|
| |
4c(i), 4c(iii)
|
| |
(489)
|
| |
(429)
|
Depreciation and amortization
|
| |
(142)
|
| |
Depreciation and amortization
|
| |
(142)
|
| |
|
| |
6
|
| |
4c(i), 4c(ii), 4c(v)
|
| |
(136)
|
| |
(119)
|
Total costs and expenses
|
| |
(1,969)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Loss from operations
|
| |
(149)
|
| |
Operating loss
|
| |
(149)
|
| |
|
| |
(15)
|
| |
|
| |
(164)
|
| |
(143)
|
|
| |
|
| |
Finance income
|
| |
2
|
| |
4b(v)
|
| |
—
|
| |
|
| |
2
|
| |
2
|
Interest expense - net
|
| |
(28)
|
| |
Finance expense
|
| |
(30)
|
| |
4b(v)
|
| |
(6)
|
| |
4c(i)
|
| |
(36)
|
| |
(32)
|
Loss before provision for income taxes
|
| |
(177)
|
| |
Loss before income tax
|
| |
(177)
|
| |
|
| |
(21)
|
| |
|
| |
(198)
|
| |
(173)
|
Income tax (expense) / benefit
|
| |
21
|
| |
Income tax (expense) / benefit
|
| |
21
|
| |
|
| |
(27)
|
| |
4c(ii), 4c(vi)
|
| |
(6)
|
| |
(5)
|
Net loss attributable to common stockholders
|
| |
(156)
|
| |
Loss for the period
|
| |
(156)
|
| |
|
| |
(48)
|
| |
|
| |
(204)
|
| |
(178)
|
a)
|
The Grubhub Group’s balance sheet as at 31 December 2020 and statement of operations for the year ended 31 December 2020 are extracted, without material adjustment, from the Grubhub Group’s consolidated financial statements, which are incorporated by reference into this proxy statement/prospectus.
|
b)
|
The classification of certain items presented by the Grubhub Group has been modified in order to align with the presentation used by the Just Eat Takeaway.com Group.
|
i)
|
Under GAAP, the Grubhub Group’s Property and equipment, net of depreciation and amortization includes $105 million of software costs which has been reclassified to Other Intangible assets in accordance with the Just Eat Takeaway.com Group’s IFRS balance sheet presentation.
|
ii)
|
Under GAAP, the Grubhub Group’s Short-term investments of $53 million, and $25 million of Prepaid expenses and other current assets are presented separately. An amount of $76 million has been reclassified to Other current assets and $2 million has been reclassified to Inventories in accordance with the Just Eat Takeaway.com Group’s IFRS balance sheet presentation.
|
iii)
|
Under GAAP, the Grubhub Group’s Other accruals of $149 million, Accrued payroll of $27 million, Restaurant food liability of $142 million and Accounts payable of $20 million are presented separately. An amount of $330 million has been reclassified to Trade and other liabilities and $8 million has been reclassified to Current tax liabilities in accordance with the Just Eat Takeaway.com Group's IFRS balance sheet presentation.
|
iv)
|
Under GAAP, the Grubhub Group presents share premium and reserves associated with equity settled awards as Additional paid-in-capital. These amounts have been reclassified and presented separately as Share premium and Legal reserves in accordance with the Just Eat Takeaway.com Group’s IFRS balance sheet presentation. Additionally, under GAAP, the Grubhub Group presents gains and losses on translation of foreign subsidiaries as Accumulated other comprehensive loss. This amount has been reclassified to Legal reserves in accordance with the Just Eat Takeaway.com Group's IFRS balance sheet presentation.
|
i)
|
The Grubhub Group’s Operations and support balance includes $728 million which has been reclassified to the Courier costs statement of profit or loss line in accordance with the Just Eat Takeaway.com Group’s IFRS presentation.
|
ii)
|
The Grubhub Group’s Operations and support balance includes $258 million and its Sales and marketing balance includes $3 million which have been reclassified to the Order processing costs statement of profit or loss line in accordance with the Just Eat Takeaway.com Group’s IFRS presentation.
|
iii)
|
The Grubhub Group’s Operations and support balance, Sales and marketing balance, Technology balance, and General and administrative balance includes $73 million and $92 million, $112 million, and $52 million, respectively, that have been reclassified to the Staff costs statement of profit or loss line in accordance with the Just Eat Takeaway.com Group’s IFRS presentation.
|
iv)
|
The Grubhub Group’s Operations and support balance, Sales and marketing balance, Technology balance, and General and administrative balance includes $110 million, $307 million, $11 million, and $81 million, respectively, that have been reclassified to the Other operating expenses statement of profit or loss line in accordance with the Just Eat Takeaway.com Group’s IFRS presentation.
|
v)
|
The Grubhub Group’s Interest expense-net balance includes $2 million of interest income which has been presented as Finance income in accordance with the Just Eat Takeaway.com Group’s IFRS presentation. The remaining amount of the Grubhub Group’s Interest expense-net balance of $30 million has been presented as Finance expense in accordance with the Just Eat Takeaway.com Group’s IFRS presentation.
|
c)
|
The following adjustments have been made to convert the Grubhub Group’s balance sheet and statement of operations to IFRS:
|
i)
|
Leases - Under GAAP, leases are classified as either finance or operating at lease commencement if specified criteria have been met, whereas after the adoption of IFRS 16 Leases, IFRS does not distinguish between operating and finance leases. Rather, IFRS applies a single recognition and measurement model to all leases, which is similar to the treatment of finance leases under GAAP after the adoption of ASC 842 Leases with effect from 1 January 2019. All of the Grubhub Group’s leases have been classified as operating under its GAAP accounting policy, where the lease liability is measured as the present value of the remaining lease payments and the right-of-use asset is re-measured as the amount of the lease liability adjusted for any lease incentives, prepaid/ accrued rents, initial direct costs, or impairment. This treatment results in the recognition of rent expense on a straight-line basis over the lease term. The adjustment represents the reversal of Other operating expense of $19 million for the year ended 31 December 2020 recognized under GAAP and the recognition of $14 million increases in depreciation on the right-of-use assets and $6 million increases in Finance expense on the lease liabilities for the year ended 31 December 2020 under IFRS. These adjustments also resulted in a reduction to the right-of-use asset of $3 million as at 31 December 2020 related to re-measurements.
|
ii)
|
Under its GAAP accounting policy, the Grubhub Group has valued its graded vesting awards with service-only conditions as a single award and has recorded the share-based compensation expense for these awards using a straight-line method over the vesting period for the entire award. IFRS requires that each tranche of a graded vesting award with service-only conditions be valued as a separate award and that the share-based compensation expense be recorded using a straight-line basis over the respective vesting period for each separately vesting portion of the award.
|
iii)
|
Under its GAAP accounting policy, the Grubhub Group elected to capitalize certain advertising costs. The costs were expensed when the related advertising took place. These costs are required to be expensed as incurred under IFRS. Adjustments have been made to reverse capitalized amounts at each balance sheet date and recognize the costs as other operating expense in the period incurred. These adjustments resulted in a decrease to Other operating expenses of $1 million for the year ended 31 December 2020.
|
iv)
|
In conjunction with the 2017 acquisition of Eat24 and 2018 acquisitions of Tapingo and LevelUp, the Grubhub Group granted replacement share-based payment awards with graded vesting features to employees of the acquired businesses. Under GAAP, the Grubhub Group determined the value of the shares and the allocation between consideration transferred and post-combination service expense consistent with the policy described in note 4c(ii) above. Adjustments have been made on a retrospective basis to the purchase price allocations and post-combination expense to reflect the impact of the graded vesting awards under the Just Eat Takeaway.com Group’s IFRS accounting policy. In addition, an adjustment was recorded to remove the value of tablet devices acquired as part of the Eat24 acquisition from the businesses’ balance sheet as of the acquisition date to align the Grubhub Group’s policy with that of the Just Eat Takeaway.com Group’s IFRS accounting policy. There were also measurement period adjustments recognized for liabilities assumed in the Tapingo and LevelUp acquisitions that collectively totaled $0.2 million. In total, these adjustments resulted in an increase to goodwill of $14 million, an increase to equity of $13 million and a reduction to Property and equipment of $1 million.
|
v)
|
Under its GAAP accounting policy, the Grubhub Group has elected to capitalize the cost of restaurant facing technology devices, such as tablets that are distributed to restaurants for purposes of order fulfilment. The Just Eat Takeaway.com Group has elected to expense the costs for these devices as incurred under its IFRS accounting policies. Adjustments have been made to reverse capitalized amounts and related depreciation for these devices and recognize the costs as Order processing costs in the period
|
vi)
|
Item (vi) reflects the tax impact of the accounting adjustments set out above. The income tax impacts of the adjustments are calculated using an estimated blended statutory tax rate of 27.8% for the period ended 31 December 2020.
|
d)
|
The Grubhub Group financial information has been converted from US dollars to euro using the closing exchange rate of $1:€0.8131 at 31 December 2020 and an average rate of $1:€0.8768 for the year ended 31 December 2020.
|
5.
|
Adjustments related to the Transaction
|
(a)
|
Preliminary purchase consideration
|
Estimated number of Just Eat Takeaway.com
Shares underlying the New Just Eat Takeaway.com
ADSs to be delivered to Grubhub Stockholders as of
20 April 2021:
|
| |
|
| |
|
Estimated number of Grubhub Shares outstanding (Note 5a(i))
|
| |
|
| |
98,480,447
|
Exchange ratio
|
| |
|
| |
0.671
|
Total estimated number of Just Eat Takeaway.com Shares underlying the New Just Eat Takeaway.com ADSs to be delivered
|
| |
|
| |
66,080,380
|
Preliminary purchase consideration
(in millions of euro, unless otherwise stated):
|
| |
|
| |
|
Estimated number of Just Eat Takeaway.com Shares underlying the New Just Eat Takeaway.com ADSs to be delivered
|
| |
66,080,380
|
| |
|
Multiplied by market price of each Just Eat Takeaway.com Share on 20 April 2021 (Note 5a(ii)) (euro per share)
|
| |
92.08
|
| |
|
Fair value of Just Eat Takeaway.com Shares underlying the New Just Eat Takeaway.com ADSs be issued in exchange of Grubhub Shares
|
| |
|
| |
6,085
|
Total preliminary purchase consideration
|
| |
|
| |
6,085
|
i)
|
Represents Grubhub’s fully diluted outstanding shares as of 20 April 2021, calculated in accordance with the treasury stock method. The final number of Grubhub Shares to be used for calculating the consideration will be determined at Completion and will reflect the additional number of Grubhub Shares which will be issued as a result of share awards vesting in the period up to Completion.
|
ii)
|
To determine the preliminary purchase consideration, based on the market price of Just Eat Takeaway.com Shares, the closing price of 20 April 2021 on Euronext Amsterdam has been used, which was €92.08.
|
(b)
|
Preliminary purchase consideration allocation
|
€ million
|
| |
Grubhub Group
balance sheet
as at 31 December
2020 under the
Just Eat
Takeaway.com
Group’s
balance sheet
presentation and
after IFRS
adjustments
|
| |
Preliminary
fair value
adjustments
|
| |
Grubhub Group
balance sheet
as at 31 December
2020 under the
Just Eat
Takeaway.com
Group’s
balance sheet
presentation
and after IFRS
and preliminary
fair value
adjustments
|
Assets
|
| |
|
| |
|
| |
|
Non-current assets
|
| |
|
| |
|
| |
|
Goodwill
|
| |
831
|
| |
2,912
|
| |
3,743
|
Other intangible assets
|
| |
454
|
| |
2,686
|
| |
3,140
|
Property and equipment
|
| |
71
|
| |
—
|
| |
71
|
Right-of-use assets
|
| |
66
|
| |
44
|
| |
110
|
Investments in associates and joint ventures
|
| |
—
|
| |
—
|
| |
—
|
Deferred tax assets
|
| |
—
|
| |
21
|
| |
21
|
Other non-current assets
|
| |
40
|
| |
—
|
| |
40
|
Total non-current assets
|
| |
1,462
|
| |
5,663
|
| |
7,125
|
Trade and other receivables
|
| |
91
|
| |
—
|
| |
91
|
Other current assets
|
| |
62
|
| |
—
|
| |
62
|
Current tax assets
|
| |
18
|
| |
—
|
| |
18
|
Inventories
|
| |
2
|
| |
—
|
| |
2
|
Cash and cash equivalents
|
| |
293
|
| |
—
|
| |
293
|
Total current assets
|
| |
466
|
| |
—
|
| |
466
|
Total assets
|
| |
1,928
|
| |
5,663
|
| |
7,591
|
Liabilities
|
| |
|
| |
|
| |
|
Non-current liabilities
|
| |
|
| |
|
| |
|
Borrowings
|
| |
402
|
| |
—
|
| |
402
|
Deferred tax liabilities
|
| |
14
|
| |
707
|
| |
721
|
Lease liability
|
| |
84
|
| |
8
|
| |
92
|
Other non-current liabilities
|
| |
1
|
| |
—
|
| |
1
|
Total non-current liabilities
|
| |
501
|
| |
715
|
| |
1,216
|
Current liabilities
|
| |
|
| |
|
| |
|
Borrowings
|
| |
—
|
| |
—
|
| |
—
|
Lease liability
|
| |
15
|
| |
—
|
| |
15
|
Trade and other liabilities
|
| |
268
|
| |
—
|
| |
268
|
Current tax liabilities
|
| |
7
|
| |
—
|
| |
7
|
Total current liabilities
|
| |
290
|
| |
—
|
| |
290
|
Total liabilities
|
| |
791
|
| |
715
|
| |
1,506
|
Net assets
|
| |
1,137
|
| |
4,948
|
| |
6,085
|
i)
|
The assessment of the preliminary fair value of the intangible assets were allocated on a similar basis to recent relevant transactions performed by the Just Eat Takeaway.com Group. The assumptions used by the Just Eat Takeaway.com Group to arrive at the estimated fair value of the identifiable intangible
|
|
| |
Pro forma
adjusted carrying
value
|
| |
Weighted-Average
Estimated Useful life
|
| |
Annual
amortization
|
|
| |
(€ m)
|
| |
(in years)
|
| |
(€ m)
|
Fair value of assets acquired:
|
| |
|
| |
|
| |
|
Brand names
|
| |
500
|
| |
20
|
| |
25
|
Consumer lists
|
| |
2,360
|
| |
30
|
| |
79
|
Technology platforms
|
| |
180
|
| |
5
|
| |
36
|
Restaurant databases
|
| |
100
|
| |
10
|
| |
10
|
Right-of-use assets
|
| |
110
|
| |
8
|
| |
14
|
Total fair value of assets acquired:
|
| |
3,250
|
| |
Depreciation and
amortization expenses
|
| |
164
|
|
| |
|
| |
Less historical Depreciation
and amortization expense
|
| |
(100)
|
|
| |
|
| |
Adjustments to
Depreciation and
amortization expense
|
| |
64
|
ii)
|
The carrying value of lease liabilities has been increased by €8 million to measure the Grubhub Group’s leases at the present value of the remaining lease payments as if the acquired leases were new leases as of the date of Completion. The carrying value of right-of-use assets has been increased by €44 million to measure the right-of-use assets at the same amount as the corresponding lease liability, adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms.
|
iii)
|
Except as noted, the carrying values of the Grubhub Group’s assets and liabilities are considered to approximate their fair values for purposes of the Pro Forma Financial Information.
|
iv)
|
The adjustment to deferred tax liabilities of €707 million related to the estimated fair value of Other intangible assets (€3,140 million) and adjustment to Right-of-use assets (€44 million), calculated using an estimated blended statutory rate of 27.8%, resulting in a total deferred tax liability of €770 million, offset by €63 million already recorded on the Grubhub Group’s balance sheet. The adjustment to deferred tax assets of €21 million represents the recognition of additional deferred tax assets on Grubhub Group’s net operating losses related to federal tax of €19 million and an adjustment to deferred tax of €2 million related to the estimated fair value adjustments to lease liabilities of €8 million, calculated using an estimated blended statutory rate of 27.8%. See note 5(e) (Income tax impact) in the Notes to the Just Eat Takeaway.com Group Unaudited Pro Forma Combined Financial Information beginning on page 269 of this proxy statement/prospectus for a description of the tax rate used.
|
(c)
|
Transaction costs
|
(d)
|
Adjustments to shareholders’ equity
|
|
| |
Transaction Accounting Adjustments
|
|||||||||
(€ million)
|
| |
Eliminate
Grubhub Group
historical equity
|
| |
Issuance of
Just Eat
Takeaway.com
Shares
|
| |
Estimated
Transaction
costs
|
| |
Total
Transaction
Accounting
Adjustments
|
Note Ref.
|
| |
4
|
| |
5(a)
|
| |
5(c)
|
| |
|
Ordinary share capital
|
| |
—
|
| |
3
|
| |
—
|
| |
3
|
Share premium
|
| |
(723)
|
| |
6,082
|
| |
(31)
|
| |
5,328
|
Legal reserves
|
| |
(348)
|
| |
—
|
| |
—
|
| |
(348)
|
Other reserves
|
| |
(66)
|
| |
—
|
| |
(53)
|
| |
(119)
|
Total shareholders’ equity
|
| |
(1,137)
|
| |
6,085
|
| |
(84)
|
| |
4,864
|
Income tax impact
|
(f)
|
Earnings per share
|
|
| |
For the year ended 31 December 2020
|
|||
(In millions of euro, except for per share data)
|
| |
Historical Just Eat
Takeaway.com Group
|
| |
Unaudited
Pro Forma
Enlarged Group
|
Net income (loss) – attributable to shareholders
|
| |
(170)
|
| |
(581)
|
Weighted average number of ordinary shares (basic)
|
| |
140,419,945
|
| |
213,382,457
|
Basic EPS
|
| |
(1.21)
|
| |
(2.72)
|
Net income (loss) – attributable to shareholders
|
| |
(170)
|
| |
(581)
|
Weighted average number of ordinary shares (diluted)
|
| |
140,419,945
|
| |
213,382,457
|
Diluted EPS
|
| |
(1.21)
|
| |
(2.72)
|
a.
|
to incorporate, participate in and conduct the management of other companies and enterprises;
|
b.
|
to render administrative, technical, financial, economic or managerial services to other companies, persons and enterprises;
|
c.
|
to acquire, dispose of, manage and utilize real property, personal property and other goods, including patents, trademark rights, licenses, permits and other industrial property rights;
|
d.
|
to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness and to enter into agreements in connection with aforementioned activities; and
|
e.
|
to grant guarantees, to bind Just Eat Takeaway.com and to pledge its assets for obligations of Just Eat Takeaway.com, group companies and third parties,
|
(i)
|
transferring the business enterprise or practically the entire business enterprise to a third party;
|
(ii)
|
concluding or cancelling any long-lasting cooperation by Just Eat Takeaway.com or a Just Eat Takeaway.com subsidiary with any other legal person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that the cooperation or the cancellation of that cooperation is of essential importance to Just Eat Takeaway.com; and
|
(iii)
|
acquiring or disposing of a participating interest in the capital of a company with a value of at least one-third of the sum of the assets according to the consolidated balance sheet with explanatory notes to that balance sheet according to the last adopted annual accounts of Just Eat Takeaway.com, by Just Eat Takeaway.com or any of its subsidiaries.
|
•
|
Cash. The depositary bank will convert or cause to be converted any cash dividend or other cash distribution Just Eat Takeaway.com pays on the Just Eat Takeaway.com Shares or any net proceeds from the sale of any Just Eat Takeaway.com Shares, rights, securities or other entitlements under the terms of the deposit agreement into U.S. dollars if it can, in its judgment, do so on a practicable basis, and can transfer the U.S. dollars to the United States and will distribute promptly the amount thus received. If the depositary bank shall determine in its judgment that such conversions or transfers are not reasonably practicable or lawful or if any government approval or license is needed and cannot be obtained at a reasonable cost within a reasonable period or otherwise sought, the deposit agreement allows the depositary bank to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid for the respective accounts of the ADS holders. It will not invest the foreign currency and it will not be liable for any interest for the respective accounts of the ADS holders. Before making a distribution, any taxes or other governmental charges, together with fees and expenses of the depositary bank, that must be paid will be deducted. See “—Payment of Taxes” beginning on page 284 of this proxy statement/prospectus. The depositary bank will distribute only whole U.S. dollars and cents and will round down fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary bank cannot convert the foreign currency, ADS holders may lose some or all of the value of the distribution.
|
•
|
Shares. For any Just Eat Takeaway.com Shares distributed as a dividend or distribution-in-kind, either (1) the depositary bank will distribute additional ADSs representing such Just Eat Takeaway.com Shares or (2) existing ADSs as of the applicable record date will represent rights and interests in the additional Just Eat Takeaway.com Shares distributed, to the extent reasonably practicable and permissible under law, in either case, net of applicable fees, charges and expenses incurred by the depositary bank and taxes and/or governmental charges. The depositary bank will only distribute whole ADSs. It will try to sell Just Eat Takeaway.com Shares which would require it to deliver fractional ADSs and distribute the net proceeds in the same way as it does with cash. The depositary bank may sell a portion of the distributed Just Eat Takeaway.com Shares sufficient to pay its fees and expenses, and any taxes and governmental charges, in connection with that distribution.
|
•
|
Elective Distributions in Cash or Shares. If Just Eat Takeaway.com offers the Just Eat Takeaway.com Shareholders the option to receive dividends in either cash or additional Just Eat Takeaway.com Shares, the depositary bank, after consultation with Just Eat Takeaway.com and having received timely notice as described in the deposit agreement of such elective distribution by Just Eat Takeaway.com, has discretion to determine to what extent such elective distribution will be made available to ADS holders. Just Eat Takeaway.com must timely first instruct the depositary bank to make such elective distribution available to ADS holders and furnish it with satisfactory documentation under the terms of the deposit agreement and the depositary bank must have determined that such distribution is lawful and reasonably practicable. The depositary bank could determine that it is not legal or reasonably practicable to make such elective distribution available to ADS holders. In such case, the depositary bank shall, on the basis of the same determination as is made in respect of the Just Eat Takeaway.com Shares for which no election is made, distribute either cash in the same way as it does in a cash distribution, or additional ADSs representing Just Eat Takeaway.com Shares in the same way as it does in a share distribution. The depositary bank is not obligated to make available to ADS holders a method to receive the elective dividend in Just Eat Takeaway.com Shares rather than in ADSs. There can be no assurance that ADS holders will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Just Eat Takeaway.com Shares.
|
•
|
Rights to Purchase Additional Shares. If Just Eat Takeaway.com offers Just Eat Takeaway.com Shareholders any rights to subscribe for additional Just Eat Takeaway.com Shares, the depositary bank shall having received timely notice as described in the deposit agreement of such distribution by Just Eat Takeaway.com, consult with Just Eat Takeaway.com to determine, and Just Eat Takeaway.com must determine, whether it is lawful and reasonably practicable to make these rights available to ADS holders. Just Eat Takeaway.com must first instruct the depositary bank to make such rights available to ADS holders and furnish the depositary bank with satisfactory evidence that it is legal to do so. If the depositary bank determines, following consultation with Just Eat Takeaway.com, that it is not legal or reasonably practicable to make the rights available but that it is lawful and reasonably practicable to sell the rights, the depositary bank will endeavor to sell the rights in a riskless principal capacity or otherwise, at such place and upon such terms (including public or private sale) as it may deem proper and will distribute the net proceeds in the same way as it does with cash.
|
•
|
Other Distributions. Subject to receipt of timely notice, as described in the deposit agreement, from Just Eat Takeaway.com with the request to make any distribution other than cash, Just Eat Takeaway.com Shares or rights to purchase additional Just Eat Takeaway.com Shares available to ADS holders, and provided the depositary bank has determined that such distribution is lawful and reasonably practicable, the depositary bank will, upon receipt of satisfactory documentation, distribute to ADS holders anything else that Just Eat Takeaway.com distributes on deposited securities in such manner as it may deem practicable, upon payment of applicable fees, charges and expenses incurred by the depositary bank and net of any taxes and/or other governmental charges. If any of the conditions above are not met, the depositary bank will endeavor to sell, or cause to be sold, what Just Eat Takeaway.com distributed and distribute the net proceeds in the same way as it does with cash; or, if it
|
Service
|
| |
Fees
|
|||
•
|
| |
To any person to which ADSs are issued or to any person to which a distribution is made in respect of ADS distributions pursuant to stock dividends or other distributions-in-kind of stock, bonus distributions, stock splits or other distributions (except where converted to cash)
|
| |
Up to $0.05 per ADS issued
|
•
|
| |
Surrender or cancellation of ADSs, including the case of termination of the deposit agreement
|
| |
Up to $0.05 per ADS surrendered or cancelled
|
•
|
| |
Distribution of cash dividends
|
| |
Up to $0.05 per ADS held
|
•
|
| |
Distribution of cash entitlements (other than cash dividends) and/or cash proceeds from the sale of rights, securities and other entitlements
|
| |
Up to $0.05 per ADS held
|
•
|
| |
Distribution of ADSs pursuant to exercise of rights
|
| |
Up to $0.05 per ADS held
|
•
|
| |
Depositary services
|
| |
Up to $0.05 per ADS held on the applicable record date(s) established by the depositary bank
|
•
|
Registration fees as may from time to time be in effect for the registration of Just Eat Takeaway.com Shares or other deposited securities with the registrar for Just Eat Takeaway.com Shares and applicable to transfers of Just Eat Takeaway.com Shares or other deposited securities to or from the name of the custodian, the depositary bank or any nominees upon the making of deposits and withdrawals.
|
•
|
Expenses for cable, telex and fax transmissions and for delivery of securities.
|
•
|
Expenses incurred for converting foreign currency into U.S. dollars.
|
•
|
Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to ordinary shares, deposited securities, ADSs and ADRs
|
•
|
Fees and expenses incurred in connection with the delivery or servicing of Just Eat Takeaway.com Shares on deposit.
|
•
|
Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e., when ordinary shares are deposited or withdrawn from deposit).
|
•
|
Any additional applicable fees and penalties incurred by the depositary bank or its affiliates from time to time.
|
If Just Eat Takeaway.com:
|
| |
Then:
|
Changes the nominal or par value of the Just Eat Takeaway.com Shares
|
| |
The cash, shares or other securities received by the depositary bank will become deposited securities.
|
|
| |
|
Reclassifies, splits up or consolidates any of the deposited securities
|
| |
Each ADS will automatically represent its equal share of the new deposited securities.
|
|
| |
|
Distributes securities on the Just Eat Takeaway.com Shares that are not distributed to ADS holders, or recapitalizes, reorganizes, merges, liquidates, sells all or substantially all of its assets, or takes any similar action
|
| |
The depositary bank may distribute some or all of the cash, shares or other securities it received. It may also deliver new ADSs or ask ADS holders to surrender their outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
|
•
|
are only obligated to take the actions specifically set forth in the deposit agreement without gross negligence or willful misconduct;
|
•
|
are not liable if any of them or their respective controlling persons or agents are prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Netherlands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Articles or any provision of or governing any deposited securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure);
|
•
|
are not liable by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in the Articles or provisions of any instrument governing, or setting forth the rights of holders of, deposited securities;
|
•
|
are not liable for any action or inaction of the depositary bank, the custodian or Just Eat Takeaway.com or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, any person presenting Just Eat Takeaway.com Shares for deposit or any other person believed by it in good faith to be competent to give such advice or information;
|
•
|
are not liable for the inability of any ADS holder or beneficial owner to benefit from any distribution on deposited securities that is not made available to ADS holders under the terms of the deposit agreement;
|
•
|
are not liable for any special, consequential, indirect or punitive damages for any breach of the terms of the deposit agreement or otherwise;
|
•
|
may rely upon, and are protected in acting upon, any documents they believe in good faith to be genuine and to have been signed or presented by the proper party;
|
•
|
disclaim any liability for any action or inaction or inaction of any of them or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Just Eat Takeaway.com Shares for deposit, ADS holders, beneficial owners or authorized representatives thereof, or any other person believed in good faith to be competent to give such advice or information; and
|
•
|
disclaim any liability for inability of any holder to benefit from any distribution, offering, right or other benefit made available to holders of deposited securities but not made available to holders of ADS.
|
•
|
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any Just Eat Takeaway.com Shares or other deposited securities and payment of the applicable fees, expenses and charges of the depositary bank;
|
•
|
satisfactory proof of the identity and genuineness of any signature or any other matters contemplated in the deposit agreement; and
|
•
|
compliance with (A) any laws or governmental regulations relating to the execution and delivery of ADRs or ADSs or to the withdrawal or delivery of deposited securities and (B) such reasonable regulations and procedures as the depositary bank may establish, from time to time, consistent with the deposit agreement and applicable laws.
|
•
|
when temporary delays arise because: (1) the depositary bank has closed its transfer books or Just Eat Takeaway.com has closed its transfer books; (2) the transfer of Just Eat Takeaway.com Shares is blocked to permit voting at a shareholders’ meeting; or (3) Just Eat Takeaway.com is paying a dividend on the Just Eat Takeaway.com Shares;
|
•
|
when they owe money to pay fees; taxes and similar charges; or
|
•
|
when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.
|
Just Eat Takeaway.com
|
| |
Grubhub
|
||||||
Authorized Capital
|
|||||||||
The authorized share capital of Just Eat Takeaway.com amounts to 16,000,000 euro, divided into 400,000,000 ordinary shares, nominal value 0.04 euro.
|
| |
Common Stock. Grubhub is authorized to issue up to 500,000,000 shares of common stock, par value $0.0001 per share.
Preferred Stock. Grubhub is authorized to issue up to 25,000,000 shares of undesignated preferred stock, par value $0.0001 per share.
The Grubhub certificate of incorporation empowers the Grubhub Board, or any authorized committee thereof, to issue one or more series of undesignated preferred stock and establish or change from time to time the number of shares of each such series and to fix the designations, powers, preferences and other rights of the shares of each series and any qualifications, limitations and restrictions thereof. As of the record date, Grubhub does not have any preferred stock issued and outstanding.
|
Just Eat Takeaway.com
|
| |
Grubhub
|
||||||
Size, Classification and Term of Board of Directors
|
|||||||||
Pursuant to the Articles, Just Eat Takeaway.com has a two-tier governance system consisting of the Just Eat Takeaway.com Management Board and Just Eat Takeaway.com Supervisory Board.
Under Dutch law, the Just Eat Takeaway.com Management Board is collectively responsible for the management and the strategy, policy and operations of the company. The Just Eat Takeaway.com Supervisory Board is responsible for supervising the conduct of and providing advice to the management board and for supervising the business generally. Furthermore, each member of the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board has a duty to act in the corporate interest of the company and the business connected with it. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees, customers and suppliers. The duty to act in the corporate interest of the company also applies in the event of a proposed sale or break-up of the company, whereby the circumstances generally dictate how such duty is to be applied.
Pursuant to the Articles, the Just Eat Takeaway.com Management Board consists of two or more members. The Just Eat Takeaway.com Supervisory Board consists of at least three members. The Just Eat Takeaway.com Supervisory Board determines the exact number of Just Eat Takeaway.com Managing Directors and Just Eat Takeaway.com Supervisory Directors. The Just Eat Takeaway.com Supervisory Directors must be natural persons.
Just Eat Takeaway.com Managing Directors and Just Eat Takeaway.com Supervisory Directors are appointed for a term up to, at the latest, the end of the annual General Meeting of Just Eat Takeaway.com held in the calendar year following the calendar year of appointment, or, in case a Just Eat Takeaway.com Managing Director or Just Eat Takeaway.com Supervisory Director is appointed upon a binding nomination, the term set out in such nomination. In each case, in no instance shall the term of appointment of a Just Eat Takeaway.com Managing Director or Just Eat Takeaway.com Supervisory Director end for as long as such resignation would result in no Just Eat Takeaway.com Managing Directors or Just Eat Takeaway.com Supervisory Directors, respectively, being in office.
|
| |
The Grubhub certificate of incorporation and bylaws provide that only the Grubhub Board may fix the number of directors by resolution of the Grubhub Board. There are currently nine directors on the Grubhub Board. The Grubhub certificate of incorporation and bylaws do not provide for a minimum or maximum number of directors.
The members of the Grubhub Board are divided into three staggered classes, each serving for three-year terms.
Directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election.
Notwithstanding the foregoing, the directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal.
|
Just Eat Takeaway.com
|
| |
Grubhub
|
||||||
Nomination and Election of Directors
|
|||||||||
The Articles provide that the Just Eat Takeaway.com Managing Directors are appointed by the General Meeting upon a binding nomination of the Just Eat Takeaway.com Supervisory Board.
If no nomination has been made by the Just Eat Takeaway.com Supervisory Board within sixty days after it has been requested to do so by the Just Eat Takeaway.com Management Board, this must be stated in the notice of the General Meeting at which the appointment shall be considered and the Just Eat Takeaway.com Management Board will make a non-binding nomination. If no nomination has been made by the Just Eat Takeaway.com Management Board, this must be stated in the notice of the General Meeting at which the appointment shall be considered and the General Meeting may appoint a Just Eat Takeaway.com Managing Director at its discretion by an absolute majority of the votes cast.
The Just Eat Takeaway.com Supervisory Directors are appointed by the General Meeting upon a binding nomination of the Just Eat Takeaway.com Supervisory Board, provided that one Just Eat Takeaway.com Supervisory Director shall be appointed upon a binding nomination by Gribhold B.V. until the date it becomes public information by means of the AFM register that Gribhold B.V. holds less than 10% of the issued Just Eat Takeaway.com Shares.
Notwithstanding the foregoing, the General Meeting may, at all times, by a resolution adopted by at least an absolute majority of the votes cast, such majority representing more than one-third of the issued share capital of Just Eat Takeaway.com, overrule a binding nomination. If the General Meeting overrules a binding nomination, a new General Meeting shall be convened and the party who made the initial binding nomination shall make a new binding nomination. In case a binding nomination is not overruled due to a majority of votes being cast against appointment, such majority representing no more than one-third of the issued share capital of Just Eat Takeaway.com, no second meeting as referred to in Section 2:120(3) BW will be convened.
|
| |
The Grubhub bylaws provide that director nominations may only be brought before a meeting of stockholders either (i) by or at the direction of the Grubhub Board or (ii) in the case of an annual meeting or a special meeting at which the Grubhub Board has determined that directors will be elected, by a stockholder of record at the time of giving the stockholder’s notice who is entitled to vote at the meeting and who has provided timely notice of their proposal in writing to Grubhub’s corporate secretary and has otherwise complied with the notice procedures that are provided in the Grubhub bylaws.
The Grubhub bylaws provide that directors be elected at a meeting of stockholders where a majority of the shares entitled to vote are present in person or by proxy, by a plurality of the votes properly cast. The Grubhub bylaws provide that directors be elected at a meeting of stockholders where a majority of the shares entitled to vote are present in person or by proxy, by a plurality of the votes properly cast.
|
||||||
Removal of Directors
|
|||||||||
Pursuant to the Articles, the Just Eat Takeaway.com Supervisory Board may propose to the General Meeting the suspension or dismissal of a Just Eat Takeaway.com Managing Director or Just Eat Takeaway.com Supervisory Director.
|
| |
Subject to the rights, powers and preferences of the undesignated preferred stock, the Grubhub certificate of incorporation provides that a director may only be removed from office for cause by the affirmative vote of the holders of 75% or more of the outstanding
|
Just Eat Takeaway.com
|
| |
Grubhub
|
||||||
If the suspension or dismissal of a Just Eat Takeaway.com Managing Director or Just Eat Takeaway.com Supervisory Director was proposed to the General Meeting by the Just Eat Takeaway.com Supervisory Board, the resolution is adopted by an absolute majority of the votes cast without a quorum required. In all other cases, the General Meeting may only suspend or dismiss a Just Eat Takeaway.com Managing Director or Just Eat Takeaway.com Supervisory Director with an absolute majority of the votes cast, such majority representing more than one-third of the issued share capital.
The Just Eat Takeaway.com Supervisory Board may also at all times suspend but not dismiss a Just Eat Takeaway.com Managing Director.
The Articles provide that a General Meeting must be held within three months after a suspension of a Just Eat Takeaway.com Managing Director or Just Eat Takeaway.com Supervisory Director has taken effect, in which meeting a resolution must be adopted to either terminate or extend the suspension for a maximum period of another three months for Just Eat Takeaway.com Managing Directors and two months for Just Eat Takeaway.com Supervisory Directors, taking into account the majority and quorum requirements described above. The suspended Just Eat Takeaway.com Managing Director and Just Eat Takeaway.com Supervisory Director must be given the opportunity to account for his or her actions at that meeting. If neither such resolution is adopted nor the General Meeting has resolved to dismiss the Just Eat Takeaway.com Managing Director or Just Eat Takeaway.com Supervisory Director, the suspension will terminate after the suspension period has expired.
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shares of capital stock then entitled to vote at an election of directors. Written notice of any proposed removal and the alleged grounds thereof must be sent to the director whose removal is to be considered at least 45 days prior to the annual or special meeting at which the removal is to be considered.
|
||||||
Vacancies on the Board of Directors
|
|||||||||
The Articles provide that if one or more Just Eat Takeaway.com Managing Directors are prevented from acting, or in the case of a vacancy or vacancies for one or more Just Eat Takeaway.com Managing Directors, the remaining Just Eat Takeaway.com Managing Directors will temporarily be in charge of the management of Just Eat Takeaway.com, without prejudice to the right of the Just Eat Takeaway.com Supervisory Board to appoint a temporary Just Eat Takeaway.com Managing Director to replace the Just Eat Takeaway.com Managing Director concerned.
If all Just Eat Takeaway.com Managing Directors are prevented from acting or there are vacancies for all Just Eat Takeaway.com Managing Directors, the Just
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| |
Subject to the rights, powers and preferences of the undesignated preferred stock, the Grubhub certificate of incorporation provides that all vacancies in the Grubhub Board (including by reason of an increase in the size of the Grubhub Board) are to be filled solely by vote of a majority of the remaining directors then in office, even if less than a quorum. Any director appointed by reason of a vacancy shall hold office for the remainder of the term of the class of director in which the vacancy occurred.
|
Just Eat Takeaway.com
|
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Grubhub
|
||||||
Eat Takeaway.com Supervisory Board will temporarily be in charge of the management of Just Eat Takeaway.com; the Just Eat Takeaway.com Supervisory Board will be authorized to designate one or more temporary Just Eat Takeaway.com Managing Directors.
If one or more Just Eat Takeaway.com Supervisory Directors are prevented from acting, or in the case of a vacancy or vacancies for one or more Just Eat Takeaway.com Supervisory Directors, the remaining Just Eat Takeaway.com Supervisory Directors will temporarily be in charge of the supervision, without prejudice to the right of the General Meeting to appoint a temporary Just Eat Takeaway.com Supervisory Director to replace the Just Eat Takeaway.com Supervisory Director concerned.
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|
||||||
Voting Rights — Generally
|
|||||||||
The Articles provide that each Just Eat Takeaway.com Share confers the right to cast one vote at the General Meeting. Blank votes and invalid votes will be regarded as not having been cast.
No votes may be cast at the General Meeting in respect of Just Eat Takeaway.com Shares held by Just Eat Takeaway.com or any of its subsidiaries.
The voting right attached to Just Eat Takeaway.com Shares encumbered with a right of pledge or right of usufruct will vest in the Just Eat Takeaway.com Shareholder, unless at the creation of the pledge or right of usufruct the voting right was granted to the pledgee or the holder of the right of usufruct, respectively.
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Common Stock: Subject to the rights, powers and preferences of the undesignated preferred stock or as otherwise provided by law or in the Grubhub certificate of incorporation, the Grubhub certificate of incorporation and bylaws grant Grubhub Stockholders the exclusive right to vote for the election of directors and on all other matters requiring stockholder action. All matters other than the election of directors are determined by a majority of the votes properly cast for and against such matter, unless otherwise specified by the Grubhub certificate of incorporation or bylaws, Delaware law or the rules or regulations of an exchange upon which the securities of Grubhub are listed. Each Grubhub Stockholder is entitled to one vote per share on all matters brought before the Grubhub Stockholders.
Undesignated Preferred Stock: No undesignated preferred stock has been issued to date. The Grubhub certificate of incorporation grants the Grubhub Board the power to set or change the voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series of undesignated preferred stock and any qualifications, limitations and restrictions for each series of undesignated preferred stock once issued.
|
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Shareholder / Stockholder Quorum
|
|||||||||
Pursuant to Dutch law, resolutions proposed at General Meetings are adopted by an absolute majority of the votes cast without a quorum requirement being applicable, unless Dutch law or the Articles provide otherwise.
|
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A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders. If less than a quorum is present at a meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the
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Just Eat Takeaway.com
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Grubhub
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meeting may be held as adjourned without further notice, other than an announcement at the meeting at which the adjournment is taken of the hour, date and place, if any, to which the meeting is adjourned and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting. If, however, the adjournment is for more than thirty (30) days from the meeting date, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote thereat and each stockholder who, by law or under the certificate of incorporation or bylaws of Grubhub is entitled to such notice.
At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
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Shareholder / Stockholder Action by Written Consent
|
|||||||||
The Articles provide that Just Eat Takeaway.com Shareholders (as well as holders of a right of usufruct and holders of a right of pledge with voting rights) may also adopt any resolutions which they may adopt at a General Meeting without holding a meeting, provided that the resolution is adopted in writing by the unanimous vote of all Just Eat Takeaway.com Shareholders (as well as holders of a right of usufruct and holders of a right of pledge with voting rights). Resolutions cannot be adopted outside a meeting if registered depositary receipts for Just Eat Takeaway.com Shares have been issued with Just Eat Takeaway.com’s cooperation.
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The Grubhub certificate of incorporation provides that actions by stockholders must be effected at a duly called annual or special meeting of stockholders and may not be taken or effected by a written consent of stockholders in lieu thereof.
|
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Amendment of Just Eat Takeaway.com’s Articles and
Grubhub’s Certificate of Incorporation and Bylaws
|
|||||||||
The Articles may be amended by the General Meeting upon the proposal of the Just Eat Takeaway.com Management Board, which proposal has been approved by the Just Eat Takeaway.com Supervisory Board. The specific right in the Articles of Gribhold B.V. to make a binding nomination for one Just Eat Takeaway.com Supervisory Director cannot be amended without the prior written consent of Gribhold B.V. until the date on which such right has lapsed.
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Certificate of Incorporation
Amendments to the Grubhub certificate of incorporation must be approved by the holders of at least a majority of the outstanding shares entitled to vote on the amendment, and if applicable, by the holders of at least a majority of the outstanding shares of each class entitled to vote on the amendment as a class at a duly constituted meeting of stockholders
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Just Eat Takeaway.com
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Grubhub
|
||||||
Pursuant to Dutch law, the notice convening a General Meeting must state when a proposal to amend the Articles is to be made to the General Meeting and a copy of the proposal, including the verbatim text thereof, shall be deposited and kept available at Just Eat Takeaway.com’s office for inspection (free of charge) by the Just Eat Takeaway.com Shareholders and the persons having the rights conferred by Dutch law upon holders of depositary receipts issued with a company’s cooperation for shares in its capital, until the conclusion of the General Meeting.
From the day of deposit until the day of the General Meeting, a Just Eat Takeaway.com Shareholder shall, on application, be provided with a copy of the proposal free of charge.
Any amendment of the Articles shall be laid down in a notarial deed.
Under the Listing Rules, a circular to shareholders about proposed amendments to the Articles must include an explanation of the effect of the proposed amendments and either the full terms of the proposed amendments, or a statement that the full terms will be available for inspection: (i) from the date of sending the circular until the close of the General Meeting at a place in or near the City of London (or such other place as the FCA may determine); and (ii) at the place of the General Meeting for at least 15 minutes before and during the meeting.
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called expressly for such purpose. The Grubhub certificate of incorporation further provides that any amendment or repeal of Article V (Stockholder Action), Article VI (Directors), Article VII (Limitation of Liability), Article VIII (Exclusive Jurisdiction of Delaware Law), Article IX (Amendment of Bylaws), Article X (Amendment of Certificate of Incorporation), Article XI (Business Combinations) must be approved by the affirmative vote of the holders of not less than 75% of the outstanding shares entitled to vote on the amendment, and if applicable, the holders of not less than 75% of the outstanding shares of each class entitled to vote on the amendment as a class.
Bylaws
Any amendment or repeal, in whole or in part, of the Grubhub bylaws, or the adoption of new bylaws must be approved by either (i) the affirmative vote of a majority of the directors then in office or (ii) the affirmative vote of the holders of 75% of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class; provided, that if the Grubhub Board recommends that stockholders approve such amendment or repeal, only the affirmative vote of the holders of a majority of outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class, is required.
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Advance Notice Requirements for Stockholder / Shareholder Proposals
|
|||||||||
Pursuant to the Articles and Dutch law, notice of a General Meeting must be given by the Just Eat Takeaway.com Management Board or Just Eat Takeaway.com Supervisory Board with due observance of a notice period of at least 42 days prior to the date of the General Meeting.
Just Eat Takeaway.com Shareholders (individually or collectively) representing at least 3% of Just Eat Takeaway.com’s issued share capital will be entitled to, subject to general Dutch corporate law, include items on the agenda of any General Meeting. Pursuant to Dutch law, the request must be reasoned and must be received by Just Eat Takeaway.com at the latest 60 days before the date of the General Meeting.
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Pursuant to the Grubhub bylaws, notice of annual meetings or special meetings will be given not less than 10 nor more than 60 days before the annual meeting or special meeting.
The Grubhub bylaws provide that in general, to bring a matter before an annual meeting or to nominate a candidate for director, a Grubhub Stockholder must give notice of the proposed matter or nomination not less than 90 days and not more than 120 days prior to the first anniversary of the preceding year’s annual meeting or, in the case of nominations of directors at a special meeting called by the Grubhub Board for such purpose, no later than 90 days prior to the scheduled date of such special meeting or 10 days after the public announcement of the date of the special meeting. In the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, or if no annual meeting was held in the previous year, notice must be
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Just Eat Takeaway.com
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Grubhub
|
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delivered no later than 90 days prior to the scheduled date of such annual meeting or 10 days after the day on which public announcement of the date of the annual meeting is made. Grubhub Stockholders are obligated to update and supplement notices given in respect of matters to be brought before an annual meeting.
The Grubhub Stockholder’s notice shall set forth: (i) as to each person whom the Grubhub Stockholder proposes to nominate, all information relating to such person that would be required to be disclosed in solicitation of proxies for election, pursuant to Regulation 14A under the Exchange Act, or as to any other business, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of the proposing person, (ii) information on the Grubhub Stockholder giving the notice and any other persons involved in the proposal, (iii) a description of all agreements by and among the Grubhub Stockholder proposing the action and any other person pertaining to the nomination or business proposed to be brought before the meeting and (iv) a statement whether or not the Grubhub Stockholder giving the notice will deliver a proxy statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all the shares of capital stock of Grubhub required under applicable law to approve the proposal or, in the case of a nomination or nominations, at least the percentage of voting power of all the shares of capital stock of Grubhub reasonably believed by such Grubhub Stockholder to be sufficient to elect the nominee or nominees.
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Right to Call a Special Meeting of Shareholders / Stockholders
|
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An Extraordinary General Meeting of Just Eat Takeaway.com will, subject to the below, be convened by the Just Eat Takeaway.com Management Board or Just Eat Takeaway.com Supervisory Board.
Dutch law provides that Just Eat Takeaway.com Shareholders (individually or collectively) representing at least one-tenth of Just Eat Takeaway.com’s issued share capital (which includes, for the purposes of this action, holders of depository receipts for shares issued in collaboration with Just Eat Takeaway.com) may request the Just Eat Takeaway.com Management Board or Just Eat Takeaway.com Supervisory Board to convene an Extraordinary General Meeting of Just Eat Takeaway.com. Such request must be made in writing (which requirement is also fulfilled if the request is
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Subject to the rights, powers and preferences of the undesignated preferred stock, the Grubhub certificate of incorporation and bylaws provide that a special meeting of the stockholders may only be called by resolution of the Grubhub Board approved by the affirmative vote of a majority of the directors then in office.
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Just Eat Takeaway.com
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Grubhub
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proceeding, had no reasonable cause to believe the conduct was unlawful, provided that, in the case of any derivative actions brought on behalf of Grubhub, no indemnification shall be made in respect of any proceeding or any claim, issue or matter as to which such director or officer shall have been finally adjudged by a court of competent jurisdiction to be liable to Grubhub (unless, and only to the extent, the court in which such proceeding was brought shall determine upon application that such director or officer is fairly and reasonably entitled to such indemnification). Notwithstanding the foregoing, Grubhub shall indemnify any director or officer seeking indemnification in connection with a proceeding initiated by such director or officer only if such proceeding was authorized in advance by the Grubhub Board, unless such proceeding was brought to enforce such director’s or officer’s rights to indemnification or advancement of expenses under the Grubhub bylaws.
If the DGCL is amended after the effective date of the Grubhub bylaws to permit Grubhub to provide broader indemnification rights, then Grubhub shall indemnify and hold harmless each director and officer of Grubhub to fullest extent authorized by the DGCL as so amended.
The Grubhub bylaws further provide that Grubhub shall advance expenses incurred by a Grubhub director, and may advance expenses incurred by a Grubhub officer, in connection with any proceeding in which such director or officer, as applicable, is involved by reason of fact that such indemnitee is or was a director or officer, as applicable, of Grubhub, but only upon receipt of an undertaking by the indemnitee to repay all amounts so advanced if it should be ultimately determined that the indemnitee is not entitled to indemnification for such expenses.
|
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Appraisal and Dissenters’ Rights
|
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Dutch law only provides appraisal rights in the context of a cross-border merger within the European Economic Area: to the extent that the acquiring company in a cross-border merger is organized under the laws of another member state of the European Economic Area, a shareholder of a Dutch company that will disappear in such merger who has voted against the cross-border merger may file a claim with the Dutch company for compensation instead of receiving shares in the share capital of the acquiring company.
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Under Section 262 of the DGCL a stockholder of a Delaware corporation generally has appraisal rights in connection with certain mergers or consolidations in which the corporation is participating, subject to specified procedural requirements. The DGCL does not confer appraisal rights, however, if the corporation’s stock is either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Even if a corporation’s stock meets these requirements, the DGCL still provides appraisal rights if stockholders of the corporation are required to
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Just Eat Takeaway.com
|
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Grubhub
|
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No such rights will be available to Just Eat Takeaway.com Shareholders in connection with the Transaction.
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accept for their stock in certain mergers or consolidations anything other than:
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•
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shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;
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•
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shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;
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•
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cash in lieu of fractional shares or fractional depository receipts described in the foregoing; or
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•
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any combination of the foregoing.
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In accordance with the DGCL, no appraisal rights are available to Grubhub Stockholders in connection with the Transaction.
|
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Squeeze-out Proceedings
|
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Pursuant to Dutch law, a Just Eat Takeaway.com Shareholder who for his or her own account contributes at least 95% of Just Eat Takeaway.com’s issued share capital may initiate proceedings against the minority Just Eat Takeaway.com Shareholders jointly for the transfer of their Just Eat Takeaway.com Shares to that majority shareholder. The proceedings will be conducted before the Enterprise Chamber and can be instituted by means of a writ of summons served upon each minority shareholder in accordance with Dutch law. If the Enterprise Chamber grants the claim for a squeeze-out, it will determine the price to be paid for the Just Eat Takeaway.com Shares, if necessary after appointment of one or three experts who will offer an opinion to the Enterprise Chamber on the value of the Just Eat Takeaway.com Shares.
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Under Section 253 of the DGCL, in a process known as a “short form” merger, a corporation that owns at least 90% of the outstanding shares of each class of stock of another corporation may either merge the other corporation into itself and assume all of its obligations or merge itself into the other corporation without stockholder approval by executing, acknowledging and filing with the Secretary of State of the State of Delaware a certificate of such ownership and merger setting forth a copy of the resolution of its board authorizing such merger. If the parent corporation is a Delaware corporation that is not the surviving corporation, the merger also must be approved by a majority of the outstanding stock of the parent corporation entitled to vote thereon. If the parent corporation does not own all of the stock of the subsidiary corporation immediately prior to the merger, the minority stockholders of the subsidiary corporation party to the merger may have appraisal rights as set forth in Section 262 of the DGCL.
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Dividends
|
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The Articles provide that distributions of profit, meaning the net earnings after taxes shown by the adopted annual accounts, shall be made after the adoption of the annual accounts by the General Meeting from which it appears that they are permitted.
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The Grubhub certificate of incorporation provides that dividends may be declared and paid or set aside for payment upon Grubhub Shares out of any assets or funds legally available for the payment of dividends. Dividends may only be declared by the Grubhub Board or an authorized committee thereof.
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Just Eat Takeaway.com
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Grubhub
|
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Under Dutch law, Just Eat Takeaway.com may make distributions on Just Eat Takeaway.com Shares only to the extent that the Just Eat Takeaway.com Shareholders’ equity exceeds the sum of the paid-up and called-up part of the capital and the reserves which must be maintained under Dutch law.
Interim dividends may be declared as provided in the Articles and may be distributed provided that an interim statement of assets and liabilities drawn up in accordance with the statutory requirements shows that Just Eat Takeaway.com Shareholders’ equity exceeds, by an amount at least equal to the amount of the interim dividend, the sum of the paid-up and called-up part of the capital and the reserves which must be maintained under Dutch law.
Pursuant to the Articles, the Just Eat Takeaway.com Management Board may determine, with the approval of the Just Eat Takeaway.com Supervisory Board, that all or part of the profit shall be added to the reserves of the company. The allocation of profits accrued in a financial year remaining after the determination of the amount of the profits to be added to the reserves, as referred to above, shall be determined by the General Meeting.
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Under Section 170 of the DGCL, the directors of a Delaware corporation may declare and pay dividends out of its surplus or, if there is no surplus, out of its net profits for the fiscal year as long as the amount of capital of the corporation after the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having preference upon the distribution of assets.
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Required Shareholder / Stockholder Votes for Certain Transactions
|
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Pursuant to the Articles and Dutch law, the approval of the Just Eat Takeaway.com Supervisory Board and the General Meeting is required for resolutions of the Just Eat Takeaway.com Management Board regarding a significant change in the identity or nature of Just Eat Takeaway.com or its business enterprise, including in any event to:
(i) transfer the business enterprise or practically the
entire business enterprise to a third party;
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Under Section 251 of the DGCL, certain fundamental changes, such as, inter alia, amendments to the certificate of incorporation or a merger (in which the number of shares of common stock of a Delaware corporation issued in connection with the merger exceeds 20% of its stock outstanding immediately prior to the effective date of the merger) must be approved by the affirmative vote of the holders of a majority of the outstanding stock present in person or represented by proxy and entitled to vote on the matter.
|
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(ii)
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conclude or cancel any long-lasting cooperation by Just Eat Takeaway.com or a Just Eat Takeaway.com subsidiary with any other legal person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that the cooperation or the cancellation of that cooperation is of essential importance to Just Eat Takeaway.com; and
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Under Section 271 of the DGCL, a sale, lease or exchange of all or substantially all of a Delaware corporation’s assets must be approved by the affirmative vote of the holders of a majority of the outstanding stock present in person or represented by proxy and entitled to vote on the matter.
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(iii)
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acquire or dispose of a participating interest in the capital of a company with a value of at least one-third of the sum of the assets according to the consolidated balance sheet with explanatory notes to that balance sheet according to the last adopted annual accounts of Just Eat
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Just Eat Takeaway.com
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Grubhub
|
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Issuance of Shares
|
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Pursuant to the Articles, Just Eat Takeaway.com Shares are issued pursuant to a resolution of the Just Eat Takeaway.com Management Board that has been approved by the Just Eat Takeaway.com Supervisory Board, provided that the Just Eat Takeaway.com Management Board has been authorized to do so by a resolution of the General Meeting for a specific period not exceeding five years.
If and insofar as the Just Eat Takeaway.com Management Board is not authorized, as referred to above, the General Meeting is entitled to resolve to issue Just Eat Takeaway.com Shares upon the proposal of the Just Eat Takeaway.com Management Board, which proposal has been approved by the Just Eat Takeaway.com Supervisory Board.
Among other things, the Listing Rules contain a set of obligations applicable to Just Eat Takeaway.com related to particular equity transactions. In particular, they set out the requirements relating to rights issues, placings and other offers of securities, including a restriction when making an open offer or placing or issuing shares out of treasury that prohibits applying a discount of more than 10% to the middle market price of such shares at the time of announcement of the securities offering (unless shareholder approval has been obtained).
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The DGCL provides that the Grubhub Board may issue additional shares of Grubhub capital stock up to the amount authorized in its certificate of incorporation, from time to time, to any person and for such consideration as the Grubhub Board may determine without the requirement of further action by Grubhub Stockholders, except as required by the rules and regulations of the NYSE.
Pursuant to the DGCL, the resolution authorizing the issuance of capital stock may provide that the stock be issued in one or more transactions, in such numbers and at such times as set forth in the resolution. The Grubhub Board may also determine the amount of consideration for which shares may be issued by setting a minimum amount or approving a formula by which such shares may be issued.
|
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Pre-emptive Rights
|
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The Articles provide that, upon the issuance of Just Eat Takeaway.com Shares, each Just Eat Takeaway.com Shareholder has a right to acquire newly issued Just Eat Takeaway.com Shares, in proportion to the aggregate nominal value of his or her Just Eat Takeaway.com Shares, it being understood that this pre-emptive right shall not apply to: (a) Just Eat Takeaway.com Shares that are issued to employees of Just Eat Takeaway.com or employees of a group company of Just Eat Takeaway.com and (b) Just Eat Takeaway.com Shares that are issued that are paid for in kind. Just Eat Takeaway.com Shareholders shall also have a pre-emptive right in respect of the grant of rights to subscribe for Just Eat Takeaway.com Shares, but not to Just Eat Takeaway.com Shares which are issued to a person exercising a right to subscribe for Just Eat Takeaway.com Shares previously granted. The sale of Just Eat Takeaway.com Shares held by Just Eat Takeaway.com is subject to similar pre-emptive rights.
Pursuant to the Articles, pre-emptive rights may be limited or excluded by a resolution of the General
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There are no provisions in the Grubhub certificate of incorporation or bylaws that grant pre-emptive rights to Grubhub Stockholders.
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Just Eat Takeaway.com
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Grubhub
|
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Meeting upon the proposal of the Just Eat Takeaway.com Management Board, which proposal has been approved by the Just Eat Takeaway.com Supervisory Board. The Just Eat Takeaway.com Management Board is authorized to resolve, subject to the approval of the Just Eat Takeaway.com Supervisory Board, on the limitation or exclusion of the pre-emptive right if and to the extent the Just Eat Takeaway.com Management Board has been designated by the General Meeting, for a maximum period of five years.
Just Eat Takeaway.com Shareholders are also entitled to the benefit of pre-emptive rights as provided for under the Listing Rules. The pre-emptive provisions of the Listing Rules provide that a listed company proposing to issue equity securities (or sell treasury shares that are equity shares) for cash must first offer those equity securities in proportion to their existing holdings to: (i) existing holders of that class of equity shares (other than the listed company itself by virtue of it holding treasury shares); and (ii) holders of other equity shares of the listed company who are entitled to be offered them. These provisions do not apply to Just Eat Takeaway.com in certain circumstances, including where a disapplication of statutory pre-emptive rights has been authorized by Just Eat Takeaway.com Shareholders in accordance with the Listing Rules and the issue of equity securities (or sale of treasury shares that are equity shares) by Just Eat Takeaway.com is within the terms of that authority.
A circular sent to shareholders in relation to a disapplication of the pre-emptive provisions of the Listing Rules must include: (i) a statement of the maximum amount of equity securities which that disapplication will cover; and (ii) if there is a general disapplication for equity securities for cash made otherwise than to existing shareholders in proportion to their existing holdings, the percentage which the amount generally disapplied represents of the total equity share capital in issue as at the latest practicable date before publication of the circular.
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|
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Repurchase of Shares
|
|||||||||
The Articles provide that Just Eat Takeaway.com may acquire Just Eat Takeaway.com Shares if and to the extent the General Meeting has authorized the Just Eat Takeaway.com Management Board for this purpose and with due observance of applicable statutory provisions. Pursuant to Dutch law, the authorization will only be valid for a specific period not exceeding 18 months. The resolution of the Just Eat
|
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Under the DGCL, a corporation may not purchase or redeem its own shares of capital stock for cash or other property when the capital of the corporation is impaired or when such purchase or redemption would cause any impairment of the capital of the corporation, except as it relates to a note, debenture or other obligation of a corporation given by it as consideration for its acquisition by purchase, redemption or exchange
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Just Eat Takeaway.com
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Grubhub
|
||||||
Takeaway.com Management Board to acquire fully paid-up Just Eat Takeaway.com Shares is subject to the approval of the Just Eat Takeaway.com Supervisory Board.
The above referred authorization of the General Meeting is not required if Just Eat Takeaway.com acquires fully paid-up Just Eat Takeaway.com Shares (i) for no consideration or (ii) for the purpose of transferring those shares under an applicable employee stock purchase plan, to employees of Just Eat Takeaway.com or a group company of Just Eat Takeaway.com, provided those shares are quoted on the official list of any stock exchange.
The Listing Rules require, among other things, that purchases of 15% or more of any class of Just Eat Takeaway.com’s share capital (excluding any treasury shares) pursuant to a general authority by the Just Eat Takeaway.com Shareholders must be by way of a tender offer to all shareholders of that class. In addition, where Just Eat Takeaway.com proposes to purchase Just Eat Takeaway.com Shares from a related party (whether directly or through intermediaries), it must comply with its obligations under Chapter 11 of the Listing Rules (see “Related Party Transactions” below), unless: (i) a tender offer is made to all holders of the class of securities; or (ii) in the case of a market purchase pursuant to a general authority granted by Just Eat Takeaway.com Shareholders, it is made without prior understanding, arrangement or agreement between Just Eat Takeaway.com and any related party.
|
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of its shares of stock if at the time such note, debenture or obligation was delivered by the corporation its capital was not then impaired or did not thereby become impaired.
|
||||||
Fiduciary Duties
|
|||||||||
Under Dutch law:
|
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Under Delaware law:
|
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•
|
| |
a management board as a collective is responsible for the management, strategy, policy and operations. A management board manages the day-to-day business and operations and implements the strategy;
|
| |
•
|
| |
Directors and officers must act in good faith, with due care, and in the best interest of the corporation and all of its stockholders.
|
•
|
| |
a supervisory board carries out the supervision of the policies of the management board and of the general course of the company’s affairs and its business enterprise. The supervisory board supports the management board with advice;
|
| |
•
|
| |
Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits.
|
•
|
| |
in fulfilling their tasks, managing and supervisory directors are guided by interests of the company and its business enterprise; and
|
| |
•
|
| |
Decisions made by directors and officers on an informed basis, in good faith and in the honest belief that the action was taken in the best interest of the corporation and its stockholders will be protected by the “business judgment rule.”
|
Just Eat Takeaway.com
|
| |
Grubhub
|
||||||
•
|
| |
the corporate interests extend to the interests of all stakeholders, such as shareholders, creditors, employees, consumers and suppliers.
|
| |||||
Exclusive Forum
|
|||||||||
Not applicable.
|
| |
The Grubhub certificate of incorporation provides that, unless Grubhub consents in writing to an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for any derivative actions brought on behalf of Grubhub, any claims for breach of fiduciary duty owed by a director, officer or employee of Grubhub, any claims arising pursuant to the DGCL, the Grubhub certificate of incorporation or the Grubhub bylaws and any claims against Grubhub governed by the internal affairs doctrine.
|
||||||
Corporate Opportunity
|
|||||||||
Under Dutch law, the corporate opportunity doctrine is not explicitly identified as such, but Dutch courts have ruled in various judgments that managing directors and supervisory directors taking for themselves a business opportunity that could benefit the corporation and that falls within the scope of the ordinary business of the corporation may under circumstances be held liable for mismanagement.
|
| |
Under Delaware law, a corporate director or officer may not take a business opportunity for such director’s or officer’s own if: (i) the corporation is financially able to exploit the opportunity; (ii) the opportunity is within the corporation’s line of business; (iii) the corporation has an interest or expectancy in the opportunity; and (iv) by taking the opportunity for such director’s or officer’s own, the corporate fiduciary will thereby be placed in a position inimical to such director’s or officer’s duties to the corporation.
|
||||||
Corporate Governance
|
|||||||||
Just Eat Takeaway.com is a public limited liability company under Dutch law.
The rights of Just Eat Takeaway.com Shareholders are governed by Dutch and EU law, the Listing Rules, the Disclosure Guidance and Transparency Rules and the Articles. The DCGC applies to Just Eat Takeaway.com, and Just Eat Takeaway.com applies the UK Corporate Governance Code as far as practicable.
|
| |
The Grubhub certificate of incorporation, as amended from time to time, Grubhub’s bylaws, and the DGCL govern the rights of Grubhub Stockholders.
|
||||||
Rights of Inspection
|
|||||||||
Under Dutch law, the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board are required to provide the General Meeting with all information it requests, unless this would be contrary to Just Eat Takeaway.com’s overriding interest.
|
| |
Under Section 220 of the DGCL, a stockholder or the stockholder’s agent has a right to inspect the corporation’s stock ledger, a list of all of its stockholders and its other books and records during the usual hours of business upon written demand stating the stockholder’s purpose (which must be reasonably related to such person’s interest as a stockholder). If
|
Just Eat Takeaway.com
|
| |
Grubhub
|
||||||
Pursuant to Dutch law, each Just Eat Takeaway.com Shareholder may inspect: (i) the annual accounts of Just Eat Takeaway.com that are submitted to the General Meeting, (ii) the annual report of Just Eat Takeaway.com, (iii) a copy of any proposal to amend the Articles at the same time as the notice for the General Meeting referring to such proposals is published, (iv) the register of shareholders with regard to the Just Eat Takeaway.com Shares and (v) the record of resolutions adopted at the General Meetings of Just Eat Takeaway.com.
Each Just Eat Takeaway.com Shareholder may request a copy of or extract from the documents in (i), (ii), (iii), (iv) and (v) above, and each holder of Just Eat Takeaway.com Shares in registered form will be provided upon its request with written evidence of the content of the register of shareholders with regard to Just Eat Takeaway.com Shares registered in its name.
|
| |
the corporation refuses to permit such inspection or refuses to reply to the request within five business days of the demand, the stockholder may apply to the Delaware Court of Chancery for an order to compel such inspection.
The Grubhub bylaws provide that stockholder lists shall be made available for inspection at least 10 days prior to the date on which an annual or special meeting of stockholders is to be held.
|
||||||
Shareholder / Stockholder Suits
|
|||||||||
Under Dutch law, if a third party is liable to a Dutch public company, only the company can bring a civil action against that party. Individual shareholders do not have the right to bring an action on behalf of the company of which they are a shareholder. Only if the cause for the liability of a third party to the company also constitutes a wrongful act directly against a shareholder, does that shareholder have an individual action against such third party. Dutch law provides for the possibility to initiate such actions collectively. A foundation or association whose objective is to protect the rights of a group of persons having similar interests can commence a collective action.
If a director is liable to the company, for example, on the grounds of improper performance of his or her duties, only the company itself can bring a civil action against that director. Individual shareholders do not have the right to bring an action against the director on behalf of the company of which they are a shareholder.
Shareholders meeting certain thresholds and certain other stakeholders of the company can initiate inquiry proceedings with the Enterprise Chamber. Claimants may request an inquiry into the policy of the company and the conduct of its business. The Enterprise Chamber will only order an inquiry if a plaintiff can demonstrate that well-founded reasons exist to doubt the soundness of the policies of the company or the conduct of its business. The proceedings may only be initiated after the claimant has given the management board and supervisory board of the company advance
|
| |
Pursuant to Delaware law, in any derivative suit instituted by a stockholder of a corporation, the complaint must aver that the plaintiff was a stockholder of the corporation at the time of the transaction of which the plaintiff complains or that such stockholder’s stock thereafter devolved upon such stockholder by operation of law.
Pursuant to Delaware law, the complaint shall set forth with particularity the efforts of the plaintiff to obtain action by the board or the reasons for not making such effort.
Such action shall not be dismissed or compromised without the approval of the court.
In general, the stockholders must maintain stock ownership through the pendency of the derivative suit.
Under Delaware law, individual stockholders may have the ability to bring a class action on behalf of themselves or other similarly situated stockholders if they can show that the stockholders have suffered a direct injury that is distinct from any injury to the corporation, and if they satisfy the other requirements for a class action under applicable Delaware law. A stockholder class action, like an individual action, involves a claim that belongs directly to individual stockholders, instead of to the corporation, and typically is asserted by less than all of the injured stockholders as representatives of the group. All such class actions are governed by the Delaware chancery
|
Just Eat Takeaway.com
|
| |
Grubhub
|
||||||
written notice of its objections to the policy of the company or the conduct of the business. Ample time should be given to the company to examine the objections and to address the alleged issues.
|
| |
court by Rule 23(a) and 23(b) of the Court of Chancery rules and by Rule 23 of the Federal Rules of Civil Procedure, and by the case law interpreting those statutes.
|
||||||
Disclosure of Interests in Shares
|
|||||||||
Pursuant to the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), any person who, directly or indirectly, acquires or disposes of an actual or potential interest in the capital or voting rights of Just Eat Takeaway.com must immediately notify the AFM through the designated portal if, as a result of such acquisition or disposal, the percentage of capital interest or voting rights held by such person in Just Eat Takeaway.com reaches, exceeds or falls below any of the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%.
A notification requirement also applies if a person’s capital interest or voting rights reaches, exceeds or falls below the above mentioned thresholds as a result of a change in Just Eat Takeaway.com’s total issued share capital or voting rights. Such notification must be made no later than the fourth trading day after the AFM has published Just Eat Takeaway.com’s notification of the change in its issued share capital.
Just Eat Takeaway.com Managing Directors and Just Eat Takeaway.com Supervisory Directors need to notify their shareholdings upon appointment and each change in their shareholdings or the type of interest.
In addition, pursuant to the Disclosure Guidance and Transparency Rules and subject to certain exemptions, a person is required to disclose the percentage of his, her or its voting rights attributable to his, her or its holding of Just Eat Takeaway.com Shares (or deemed holding through his, her or its direct or indirect holding of related financial instruments) if the percentage of those voting rights reaches, exceeds or falls below certain thresholds pursuant to the Disclosure Guidance and Transparency Rules. The relevant thresholds for non-UK issuers are 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%. The notification must be made to Just Eat Takeaway.com as soon as possible, but in any event no later than four trading days after the date on which the relevant person: (i) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect; or (ii) is informed about events
|
| |
Acquirers of Grubhub Shares are subject to disclosure requirements under Section 13(d)(1) of the Exchange Act and Rule 13d-1 thereunder, which provide that any person who becomes the beneficial owner of more than 5% of the outstanding Grubhub Shares must, within 10 days after such acquisition and subject to certain exceptions, file a Schedule 13D with the SEC disclosing specified information, and send a copy of the Schedule 13D to Grubhub and to each securities exchange on which Grubhub Shares are traded. Amendments to Schedule 13D representing changes in co-ownership or intentions with respect to Grubhub must be filed promptly.
Grubhub is required by the rules of the SEC to disclose in the proxy statement relating to its annual meeting of stockholders the identity and number of shares of Grubhub voting securities beneficially owned by:
• each of its directors;
• its principal executive officer;
• its principal financial officer;
• each of its three most highly compensated
executive officers other than its principal
executive officer and its principal financial
officer;
• all of its directors and executive officers as a
group; and
• any beneficial owner of 5% or more of the
Grubhub voting securities of which Grubhub is
aware.
|
Just Eat Takeaway.com
|
| |
Grubhub
|
||||||
changing the breakdown of Just Eat Takeaway.com’s voting rights.
|
| |
|
||||||
Related Party Transactions
|
|||||||||
Pursuant to Dutch law, material transactions with related parties entered into outside the ordinary course of business or on other than normal market terms, need to be approved by the supervisory board, and be publicly announced at the time that the transaction is entered into. Directors that are involved in the transaction with the related party cannot participate in the decision-making. As long as not all of the directors are excluded on the basis that they are involved in the relevant transaction, no approval from the General Meeting is required.
In this context: a related party is interpreted in accordance with IFRS (IAS 24 (Related Party Disclosures)) and includes a party that has control or significant influence over the company or is a member of the company’s key management personnel; and a transaction is considered material if information about the transaction would constitute inside information within the meaning of Regulation (EU) No 596/2014 of the European Parliament and the Council and is concluded between the company and a related party (which for this purpose in any event includes one or more shareholders representing at least 10% of the issued share capital or a managing director or supervisory director of the company).
Certain transactions are not subject to the approval and disclosure provisions of Sections 2:167 through 2:170 BW (for example, transactions concluded between a company and its subsidiary). The supervisory board is required to establish an internal procedure to periodically assess whether transactions are concluded in the ordinary course of business and on normal market terms.
In addition, pursuant to Chapter 11 of the Listing Rules and subject to certain exceptions provided for therein, if Just Eat Takeaway.com (or any of its subsidiary undertakings) wishes to enter into a related party transaction, it must: (i) announce certain details of the proposed transaction; (ii) send an explanatory circular to Just Eat Takeaway.com Shareholders and obtain their prior approval in a General Meeting for the proposed transaction; and (iii) ensure that any agreement effecting the proposed transaction is conditional on that approval being obtained. Just Eat Takeaway.com must ensure that the related party does not (and takes all reasonable steps to ensure that its
|
| |
The Grubhub certificate of incorporation provides that Grubhub shall be governed by Section 203 of the DGCL, which generally prohibits “interested stockholders” (stockholders holding 15% or more of the outstanding stock) from engaging in business combinations with a Delaware company for a period of time unless certain conditions are met.
The Grubhub Board has adopted a related party transaction policy governing the review, approval and ratification of transactions that involve related persons and potential conflicts of interest.
The definition of a related person includes Grubhub’s officers, directors and director nominees, holders of more than 5% of a class of Grubhub’s voting securities and immediate family members of any of the foregoing.
The policy requires approval in advance from the audit committee of the Grubhub Board (unless otherwise delegated by the audit committee to a sub-set of the Grubhub audit committee or the CEO and CFO acting collectively) for transactions or series or related transactions in which (1) Grubhub, or one of its subsidiaries, is or will be a participant, (2) the amount involved is expected to exceed $120,000 and (3) a related party has a direct or indirect material interest. A related party’s interest in a transaction is presumed to be material unless it is clearly immaterial in nature or magnitude, or has been determined in accordance with Grubhub’s policy to be immaterial.
Grubhub is required to disclose certain information regarding related party transactions in accordance with SEC rules.
|
Just Eat Takeaway.com
|
| |
Grubhub
|
||||||
associates do not) vote on the relevant shareholder resolution. In this context, a related party transaction is, among other things, a transaction (other than a transaction entered into in the ordinary course of business) between a company whose shares are listed on the premium listing segment of the UK Official List and a “related party.” The definition of “related party” includes: (i) a person who is (or was within the 12 months before the date of the transaction) a “substantial shareholder”; (ii) a person who is (or was within the 12 months before the date of the transaction) a director or shadow director of the company or of any other company which is its subsidiary undertaking or parent undertaking or a fellow subsidiary undertaking of its parent undertaking; (iii) any person who exercises significant influence over the company; and (iv) any associate of a person described in (i) to (iii) above.
Certain related party transactions are not subject to the requirements of companies under the Listing Rules to publish a circular and obtain shareholder approval (including, for example, smaller transactions where each of the relevant “class tests” is less than 5%, but one or more of them exceeds 0.25%).
Just Eat Takeaway.com must also comply with Chapter 7.3 (Corporate governance: related party transactions) of the Disclosure Guidance and Transparency Rules, subject to certain modifications. The FCA’s guidance sets out how compliance with Chapter 11 of the Listing Rules, discussed above, satisfies the corresponding requirement of Chapter 7.3 of the Disclosure Guidance and Transparency Rules. In those instances where Chapter 7.3 of the Disclosure Guidance and Transparency Rules applies but Chapter 11 of the Listing Rules does not, Just Eat Takeaway.com would need to comply with Chapter 7.3 of the Disclosure Guidance and Transparency Rules, which sets out certain requirements when Just Eat Takeaway.com proposes to enter into a material related party transaction.
|
| |
|
||||||
Reporting Requirements
|
|||||||||
Annually, within the period required by Dutch law, the Just Eat Takeaway.com Management Board shall prepare annual accounts, which include, inter alia, the Just Eat Takeaway.com-only and consolidated annual accounts, together with the auditors’ statement and the annual management report. The annual accounts are to be signed by all Just Eat Takeaway.com Managing Directors and Just Eat Takeaway.com Supervisory Directors. If the signature of one of more of them is
|
| |
As a U.S. public company and a large accelerated filer under SEC rules, Grubhub must file with the SEC, among other reports and notices:
• an Annual Report on Form 10-K within 60 days
after the end of the fiscal year; and
• a Quarterly Report on Form 10-Q within 40 days
after the end of each fiscal quarter.
|
Just Eat Takeaway.com
|
| |
Grubhub
|
||||||
lacking, this must be disclosed stating the reasons that any signature is lacking.
Just Eat Takeaway.com must also prepare and publish half-year financials and provides quarterly trading updates.
|
| |
These reports are Grubhub’s principal disclosure documents, and in addition to financial statements, these reports include details of Grubhub’s business, its capitalization and recent transactions; management’s discussion and analysis of Grubhub’s financial condition and operating results; and officer certifications regarding disclosure controls and procedures, among other matters.
|
||||||
|
| |
|
| |
In addition, Grubhub must file with the SEC:
|
|||
|
| |
|
| |
•
|
| |
a proxy statement in connection with the annual stockholders meeting containing information regarding Grubhub’s executive compensation and the holdings of Grubhub securities by Grubhub’s directors, executive officers, and greater than 5% stockholders; and
|
|
| |
|
| |
•
|
| |
Current Reports on Form 8-K within four business days of the occurrence of specified or other important corporate events.
|
|
| |
|
| |
The corporate events required to be disclosed on Form 8-K include, among other things:
|
|||
|
| |
|
| |
•
|
| |
entry into a material agreement;
|
|
| |
|
| |
•
|
| |
unregistered sales of equity securities;
|
|
| |
|
| |
•
|
| |
changes in control;
|
|
| |
|
| |
•
|
| |
changes in the composition of the board of directors or executive officers; and
|
|
| |
|
| |
•
|
| |
amendments to certificate of incorporation or bylaws.
|
|
| |
|
| |
Further, Grubhub’s officers, directors and 10% stockholders are subject to the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder with respect to their purchases and sales of Grubhub Shares.
|
|||
Board Remuneration
|
|||||||||
Pursuant to the Articles, Just Eat Takeaway.com has a policy in respect of the remuneration of the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board. The policies are adopted by the General Meeting upon proposals of the Just Eat Takeaway.com Supervisory Board.
The remuneration of the Just Eat Takeaway.com Managing Directors is determined by the Just Eat Takeaway.com Supervisory Board with due observance of the remuneration policy adopted by the General Meeting. The General Meeting determines the remuneration of Just Eat Takeaway.com Supervisory Directors.
|
| |
The Grubhub bylaws provide that directors’ compensation shall be determined by a majority of the Grubhub Board or a designated committee of the Grubhub Board. Directors who are employees of Grubhub who receive compensation for their employment are not entitled to receive any salary or compensation for their services as directors.
|
Just Eat Takeaway.com
|
| |
Grubhub
|
||||||
A proposal with respect to remuneration schemes in the form of Just Eat Takeaway.com Shares or rights to Just Eat Takeaway.com Shares must be submitted by the Just Eat Takeaway.com Supervisory Board to the General Meeting for its approval. This proposal must set out at least the maximum number of Just Eat Takeaway.com Shares or rights to Just Eat Takeaway.com Shares to be granted to Just Eat Takeaway.com Managing Directors and the criteria for granting or amendment.
|
| |
|
Name of Just Eat Takeaway.com Shareholder
|
| |
Date of
Notification(1)
|
| |
Number of
Shares(2)
|
| |
Ownership
Percentage
|
| |
Number of
Voting
Rights
|
| |
Voting
Rights
Percentage
|
Morgan Stanley
|
| |
12 Feb. 2020
|
| |
25,433,913
|
| |
18.06%
|
| |
25,433,913
|
| |
18.06%
|
J. Groen
|
| |
31 Jan. 2020
|
| |
15,304,796
|
| |
11.13%
|
| |
15,304,796
|
| |
11.13%
|
Delivery Hero SE
|
| |
9 Sep. 2020
|
| |
15,728,500
|
| |
10.68%
|
| |
15,728,500
|
| |
10.68%
|
Capital Research and Management Company(3)
|
| |
2 Feb. 2021
|
| |
0
|
| |
0.00%
|
| |
7,740,937
|
| |
5.20%
|
Tiger Global Management LLC
|
| |
13 Apr. 2021
|
| |
7,692,497
|
| |
5.17%
|
| |
7,692,497
|
| |
5.17%
|
Cat Rock Capital Management LP
|
| |
30 Dec. 2020
|
| |
7,439,760
|
| |
5.00%
|
| |
7,439,760
|
| |
5.00%
|
BlackRock, Inc.
|
| |
9 Apr. 2021
|
| |
6,732,580
|
| |
4.52%
|
| |
7,829,828
|
| |
5.26%
|
FIL Limited
|
| |
13 Apr. 2021
|
| |
5,056,910
|
| |
3.40%
|
| |
4,841,854
|
| |
3.25%
|
UBS Group AG
|
| |
5 Feb. 2021
|
| |
4,624,299
|
| |
3.11%
|
| |
4,624,299
|
| |
3.11%
|
(1)
|
As indicated by the applicable notification on record in the AFM register.
|
(2)
|
Just Eat Takeaway.com CDIs trade on the London Stock Exchange and, as a result, it may be possible that holders of Just Eat
|
(3)
|
EuroPacific Growth Fund, which is managed by Capital Research and Management Company, also submitted a notification to the AFM register on 2 February 2021. The reported ownership interest of EuroPacific Growth Fund pursuant to such notification is included within the reported ownership interest of Capital Research and Management Company.
|
•
|
Grubhub Stockholders who intended to have a proposal considered for inclusion in Grubhub’s proxy materials for a 2021 annual meeting of Grubhub Stockholders pursuant to Rule 14a-8 under the Exchange Act must submit the proposal in writing to Grubhub’s Secretary at Grubhub Inc., 111 W. Washington Street, Suite 2100, Chicago, Illinois 60602, by no later than 10 December 2020 and otherwise comply with the requirements of the SEC for stockholder proposals.
|
•
|
Grubhub’s Annual Report on Form 10-K for the year ended 31 December 2020, filed with the SEC on 1 March 2021;
|
•
|
Grubhub’s Quarterly Report on Form 10-Q for the quarter ended 31 March 2021, filed with the SEC on 6 May 2021; and
|
•
|
the description of Grubhub Shares contained in Grubhub’s registration statement on Form 8-A filed with the SEC on 1 April 2014.
|
|
| |
Page
|
Audited Consolidated Financial Statements of the Just Eat Takeaway.com Group as of 31 December 2020 and 2019 and for each of the years in the three-year period ended 31 December 2020
|
| |
|
| | ||
| | ||
| | ||
| | ||
| | ||
| |
|
| |
Deloitte Accountants B.V.
Gustav Mahlerlaan 2970
1081 LA Amsterdam
Postbus 58110
1040 HC Amsterdam
Nederlands
Tel: +31 (0)88 288 2888
Fax: +31 (0)88 288 9737
www.deloitte.nl
|
•
|
We obtained an understanding of management’s controls over acquisition accounting.
|
•
|
We obtained contractual information, business plans and forecasts to evaluate management’s analysis in relation to forecasted growth and compared assumptions used in projections to historical data, external market reports and the Company’s announcements to the market.
|
•
|
With the assistance of our valuation specialists, we evaluated the valuation model used and the key assumptions applied. We evaluated the reasonableness of management’s methodology, developed an independent range of estimates to test the discount rate and evaluated current market data to evaluate the royalty rate.
|
•
|
We evaluated the reasonableness of changes made to the updated purchase price allocation, in comparison to the initial purchase price allocation, by validating inputs with historical data and external sources and evaluating key business assumptions.
|
•
|
Our IT specialists performed additional audit procedures related to privileged access rights to IT applications, in response to the GITC deficiencies.
|
•
|
We selected a sample of transactions and compared the amounts recorded to underlying supporting documentation including contracts with restaurants, cash disbursements received and, invoices to evaluate the accuracy of order data in the system.
|
•
|
Our IT specialists audited management’s database reconciliation of a reciprocal independent order population with the order registration IT system to evaluate the completeness of order data in the system.
|
•
|
We involved data analytics specialists to assist us in performing statistical substantive analytical procedures on revenue and evaluating the results.
|
•
|
Acts as an agent for marketplace services, as the Company arranges for the restaurants to provide their service to the consumer. Fulfilment of the food order always remains the responsibility and control of the restaurant, as the Company does not pre-purchase or otherwise obtain control of the restaurant's goods or services prior to the transfer to the consumer. Order facilitation service revenue is recorded on a net basis.
|
•
|
Acts as a principal for delivery services revenue charged to the restaurant and consumer, as the Company controls the delivery services prior to their transfer to the customer. The Company is responsible for identifying and directing the couriers to perform the delivery services and has control over and discretion in establishing the delivery price. Delivery services revenue is recorded on a gross basis.
|
•
|
We evaluated management’s internal controls around the presentation of revenue.
|
•
|
We obtained and evaluated terms and conditions and contracts with consumers, restaurants and couriers.
|
•
|
We evaluated the presentation of Delivery services revenue as gross by comparing the attributes of the underlying contracts with consumers, restaurants and couriers to the Company’s accounting policy and the requirements of IFRS 15 Revenue from Contracts with Customers (“IFRS 15”).
|
•
|
We challenged the position paper prepared by the Company,with assistance of our IFRS 15 specialists.
|
€ millions
|
| |
Note
|
| |
2020
|
| |
2019
|
| |
2018
|
Revenue
|
| |
3
|
| |
2,042
|
| |
416
|
| |
232
|
Courier costs
|
| |
4
|
| |
(727)
|
| |
(70)
|
| |
(22)
|
Order processing costs
|
| |
4
|
| |
(193)
|
| |
(41)
|
| |
(22)
|
Staff costs
|
| |
5
|
| |
(464)
|
| |
(112)
|
| |
(56)
|
Other operating expenses
|
| |
7
|
| |
(608)
|
| |
(234)
|
| |
(158)
|
Depreciation and amortisation
|
| |
13 , 14 , 25
|
| |
(174)
|
| |
(35)
|
| |
(8)
|
Operating loss
|
| |
|
| |
(124)
|
| |
(76)
|
| |
(34)
|
|
| |
|
| |
|
| |
|
| |
|
Share of results of associates and joint ventures
|
| |
15
|
| |
(16)
|
| |
—
|
| |
(0)
|
Finance income
|
| |
8
|
| |
3
|
| |
0
|
| |
0
|
Finance expense
|
| |
8
|
| |
(30)
|
| |
(16)
|
| |
(1)
|
Other gains and losses
|
| |
|
| |
2
|
| |
6
|
| |
—
|
Loss before income tax
|
| |
|
| |
(165)
|
| |
(86)
|
| |
(35)
|
|
| |
|
| |
|
| |
|
| |
|
Income tax expense
|
| |
9
|
| |
(5)
|
| |
(35)
|
| |
28
|
Loss for the period
|
| |
|
| |
(170)
|
| |
(121)
|
| |
(7)
|
|
| |
|
| |
|
| |
|
| |
|
Other comprehensive (loss) / income
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
Items that will not be reclassified subsequently to profit or loss:
|
| |
|
| |
|
| |
|
| |
|
Fair value gain/(loss) on investments in equity instruments through OCI
|
| |
11
|
| |
323
|
| |
—
|
| |
—
|
|
| |
|
| |
|
| |
|
| |
|
Items that may be reclassified subsequently to profit or loss:
|
| |
|
| |
|
| |
|
| |
|
Foreign currency translation (loss) / gain related to foreign operations, net
|
| |
|
| |
(357)
|
| |
16
|
| |
(3)
|
Other comprehensive (loss) / income for the period
|
| |
|
| |
(34)
|
| |
16
|
| |
(3)
|
Total comprehensive loss for the period
|
| |
|
| |
(204)
|
| |
(105)
|
| |
(10)
|
|
| |
|
| |
|
| |
|
| |
|
Loss attributable to:
|
| |
|
| |
|
| |
|
| |
|
Owners of the Company
|
| |
|
| |
(170)
|
| |
(121)
|
| |
(7)
|
Non-controlling interests
|
| |
|
| |
0
|
| |
—
|
| |
—
|
|
| |
|
| |
|
| |
|
| |
|
Total comprehensive loss attributable to:
|
| |
|
| |
|
| |
|
| |
|
Owners of the Company
|
| |
|
| |
(204)
|
| |
(105)
|
| |
(10)
|
Non-controlling interests
|
| |
|
| |
0
|
| |
—
|
| |
—
|
|
| |
|
| |
|
| |
|
| |
|
Loss per share (expressed in € per share)
|
| |
|
| |
|
| |
|
| |
|
Basic loss per share
|
| |
21
|
| |
(1.21)
|
| |
(2.08)
|
| |
(0.17)
|
Diluted loss per share
|
| |
21
|
| |
(1.21)
|
| |
(2.08)
|
| |
(0.17)
|
€ millions
|
| |
Note
|
| |
2020
|
| |
2019
|
Assets
|
| |
|
| |
|
| |
|
Goodwill
|
| |
12
|
| |
4,614
|
| |
1,102
|
Other intangible assets
|
| |
13
|
| |
3,207
|
| |
373
|
Property and equipment
|
| |
14
|
| |
47
|
| |
12
|
Right-of-use assets
|
| |
25
|
| |
77
|
| |
24
|
Investments in associates and joint ventures
|
| |
15
|
| |
1,575
|
| |
—
|
Deferred tax assets
|
| |
9
|
| |
—
|
| |
2
|
Other non-current assets
|
| |
|
| |
12
|
| |
11
|
Total non-current assets
|
| |
|
| |
9,532
|
| |
1,524
|
|
| |
|
| |
|
| |
|
Trade and other receivables
|
| |
16
|
| |
162
|
| |
44
|
Other current assets
|
| |
17
|
| |
100
|
| |
32
|
Current tax assets
|
| |
9
|
| |
17
|
| |
7
|
Inventories
|
| |
18
|
| |
14
|
| |
4
|
Cash and cash equivalents
|
| |
19
|
| |
529
|
| |
50
|
Total current assets
|
| |
|
| |
822
|
| |
137
|
Total assets
|
| |
|
| |
10,354
|
| |
1,661
|
|
| |
|
| |
|
| |
|
Equity and liabilities
|
| |
|
| |
|
| |
|
Total shareholders’ equity
|
| |
20
|
| |
8,481
|
| |
1,134
|
Non-controlling interests
|
| |
|
| |
5
|
| |
—
|
Total equity
|
| |
|
| |
8,486
|
| |
1,134
|
|
| |
|
| |
|
| |
|
Borrowings
|
| |
22
|
| |
474
|
| |
222
|
Deferred tax liabilities
|
| |
9
|
| |
546
|
| |
44
|
Lease liability
|
| |
25
|
| |
66
|
| |
17
|
Other non-current liabilities
|
| |
|
| |
2
|
| |
—
|
Total non-current liabilities
|
| |
|
| |
1,088
|
| |
283
|
|
| |
|
| |
|
| |
|
Borrowings
|
| |
22
|
| |
9
|
| |
21
|
Lease liability
|
| |
25
|
| |
21
|
| |
10
|
Trade and other liabilities
|
| |
23
|
| |
713
|
| |
171
|
Current tax liabilities
|
| |
9
|
| |
37
|
| |
42
|
Total current liabilities
|
| |
|
| |
780
|
| |
244
|
Total liabilities
|
| |
|
| |
1,868
|
| |
527
|
Total equity and liabilities
|
| |
|
| |
10,354
|
| |
1,661
|
€ millions
|
| |
Note
|
| |
Share
capital
|
| |
Share
premium
|
| |
Equity-settled
share-based
payments
reserve
|
| |
Option premium
on convertible
bonds
|
| |
Fair value
through
OCI1
|
| |
Foreign
currency
translation and
other reserves
|
| |
Accumulated
deficits
|
| |
Total
shareholders'
equity
|
| |
Non-
controlling
interest
|
| |
Total
equity
|
|
| |
|
| |
|
| |
|
| |
Legal reserves
|
| |
Other reserves
|
| |
|
| |
|
| |
|
|||||||||
Balance as at 1 January 2018
|
| |
|
| |
2
|
| |
250
|
| |
2
|
| |
—
|
| |
|
| |
(0)
|
| |
(104)
|
| |
150
|
| |
—
|
| |
150
|
Total comprehensive income (loss)
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(3)
|
| |
(7)
|
| |
(10)
|
| |
—
|
| |
(10)
|
Issuance of shares
|
| |
|
| |
0
|
| |
0
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
0
|
| |
—
|
| |
0
|
Issuance of shares related to business combinations
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Transactions costs
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Issuance of convertible bonds
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Share-based payments
|
| |
|
| |
0
|
| |
0
|
| |
3
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3
|
| |
—
|
| |
3
|
Balance as at 31 December 2018
|
| |
|
| |
2
|
| |
250
|
| |
5
|
| |
—
|
| |
—
|
| |
(3)
|
| |
(111)
|
| |
143
|
| |
—
|
| |
143
|
Initial application of IFRS 16
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(1)
|
| |
(1)
|
| |
—
|
| |
(1)
|
Balance as at 1 January 2019
|
| |
|
| |
2
|
| |
250
|
| |
5
|
| |
—
|
| |
—
|
| |
(3)
|
| |
(112)
|
| |
142
|
| |
—
|
| |
142
|
Total comprehensive income / (loss)
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
16
|
| |
(121)
|
| |
(105)
|
| |
—
|
| |
(105)
|
Issuance of shares
|
| |
|
| |
0
|
| |
430
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
430
|
| |
—
|
| |
430
|
Issuance of shares related to business combinations
|
| |
|
| |
1
|
| |
652
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
653
|
| |
—
|
| |
653
|
Transactions costs
|
| |
|
| |
—
|
| |
(12)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(12)
|
| |
—
|
| |
(12)
|
Issuance of convertible bonds
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
23
|
| |
—
|
| |
—
|
| |
—
|
| |
23
|
| |
—
|
| |
23
|
Share-based payments
|
| |
|
| |
0
|
| |
4
|
| |
(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3
|
| |
—
|
| |
3
|
Balance as at 31 December 2019
|
| |
|
| |
3
|
| |
1,324
|
| |
4
|
| |
23
|
| |
—
|
| |
13
|
| |
(233)
|
| |
1,134
|
| |
—
|
| |
1,134
|
Balance as at 1 January 2020
|
| |
|
| |
3
|
| |
1,324
|
| |
4
|
| |
23
|
| |
—
|
| |
13
|
| |
(233)
|
| |
1,134
|
| |
—
|
| |
1,134
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Total comprehensive income / (loss)
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
323
|
| |
(357)
|
| |
(170)
|
| |
(204)
|
| |
—
|
| |
(204)
|
Issuance of shares
|
| |
20
|
| |
0
|
| |
400
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
400
|
| |
—
|
| |
400
|
Issuance of shares related to business combinations
|
| |
11
|
| |
3
|
| |
7,104
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
7,107
|
| |
5
|
| |
7,112
|
Transactions costs
|
| |
11
|
| |
—
|
| |
(31)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(31)
|
| |
—
|
| |
(31)
|
Issuance of convertible bonds
|
| |
22
|
| |
—
|
| |
—
|
| |
—
|
| |
51
|
| |
—
|
| |
—
|
| |
—
|
| |
51
|
| |
—
|
| |
51
|
Share-based payments
|
| |
6
|
| |
0
|
| |
4
|
| |
20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
24
|
| |
—
|
| |
24
|
Balance as at 31 December 2020
|
| |
|
| |
6
|
| |
8,801
|
| |
24
|
| |
74
|
| |
323
|
| |
(344)
|
| |
(403)
|
| |
8,481
|
| |
5
|
| |
8,486
|
1
|
Fair value gain on our investment in Just Eat prior to obtaining control, refer to Note 11 Business combinations.
|
2
|
In 2020, Just Eat Takeaway.com changed its accounting policy to present share options exercised as part of share premium instead of accumulated deficits.
|
€ millions
|
| |
Note
|
| |
2020
|
| |
2019
|
| |
2018
|
Loss for the period
|
| |
|
| |
(170)
|
| |
(121)
|
| |
(7)
|
Adjustments:
|
| |
|
| |
|
| |
|
| |
|
Depreciation and amortisation
|
| |
13 , 14 , 25
|
| |
174
|
| |
35
|
| |
8
|
Gain on joint venture disposal
|
| |
|
| |
—
|
| |
(6)
|
| |
—
|
Share of results of associates and joint ventures
|
| |
15
|
| |
16
|
| |
—
|
| |
0
|
Expense related to share-based payments
|
| |
6
|
| |
23
|
| |
3
|
| |
3
|
Finance income and expense recognized in profit or loss
|
| |
8
|
| |
27
|
| |
16
|
| |
1
|
Other non-cash adjustments
|
| |
|
| |
—
|
| |
2
|
| |
0
|
Income tax expense / (income) recognized in profit or loss
|
| |
9
|
| |
5
|
| |
35
|
| |
(28)
|
|
| |
|
| |
75
|
| |
(36)
|
| |
(23)
|
Movement in working capital
|
| |
|
| |
|
| |
|
| |
|
(Increase) in inventories
|
| |
11, 18
|
| |
(6)
|
| |
0
|
| |
(2)
|
(Increase) / decrease in trade and other receivables
|
| |
11, 16
|
| |
(38)
|
| |
(8)
|
| |
1
|
(Increase) in other current assets
|
| |
11, 17
|
| |
(68)
|
| |
(27)
|
| |
—
|
Increase in trade and other liabilities
|
| |
11, 23
|
| |
262
|
| |
18
|
| |
28
|
Net cash generated by / (used in) operations
|
| |
|
| |
225
|
| |
(53)
|
| |
4
|
|
| |
|
| |
|
| |
|
| |
|
Interest paid
|
| |
8
|
| |
(14)
|
| |
(7)
|
| |
(1)
|
Income taxes paid
|
| |
9
|
| |
(33)
|
| |
(3)
|
| |
(5)
|
Net cash generated by / (used in) operating activities
|
| |
|
| |
178
|
| |
(63)
|
| |
(2)
|
|
| |
|
| |
|
| |
|
| |
|
Cash flows from investing activities
|
| |
|
| |
|
| |
|
| |
|
Investment in other intangible assets
|
| |
13
|
| |
(16)
|
| |
(1)
|
| |
(1)
|
Investment in property and equipment
|
| |
14
|
| |
(27)
|
| |
(8)
|
| |
(4)
|
Repayments / (proceeds) of loans carried at amortised cost
|
| |
|
| |
—
|
| |
2
|
| |
(1)
|
Acquisition of subsidiaries, net of cash acquired
|
| |
11
|
| |
113
|
| |
(489)
|
| |
(125)
|
Investment in equity instruments
|
| |
|
| |
—
|
| |
(7)
|
| |
—
|
Proceeds from sale of investment in joint venture
|
| |
|
| |
—
|
| |
6
|
| |
—
|
Funding provided to associates and joint ventures
|
| |
15
|
| |
(55)
|
| |
—
|
| |
—
|
Net cash generated by / (used in) investing activities
|
| |
|
| |
15
|
| |
(497)
|
| |
(131)
|
|
| |
|
| |
|
| |
|
| |
|
Cash flows from financing activities
|
| |
|
| |
|
| |
|
| |
|
Proceeds from issue of ordinary shares
|
| |
20
|
| |
400
|
| |
431
|
| |
0
|
Transaction costs related to issue of ordinary shares
|
| |
11
|
| |
(31)
|
| |
(12)
|
| |
—
|
Principal elements of lease payments
|
| |
26
|
| |
(12)
|
| |
(8)
|
| |
—
|
Proceeds from borrowings
|
| |
22 , 26
|
| |
434
|
| |
265
|
| |
150
|
Transaction costs related to the borrowings
|
| |
22 , 26
|
| |
(6)
|
| |
(6)
|
| |
—
|
Repayments of the loan related to acquisition
|
| |
|
| |
—
|
| |
—
|
| |
(17)
|
Repayments of borrowings
|
| |
22 , 26
|
| |
(493)
|
| |
(150)
|
| |
—
|
Net cash generated by financing activities
|
| |
|
| |
292
|
| |
520
|
| |
133
|
|
| |
|
| |
|
| |
|
| |
|
Net increase / (decrease) in cash and cash equivalents
|
| |
|
| |
485
|
| |
(40)
|
| |
0
|
Cash and cash equivalents at the beginning of year
|
| |
19
|
| |
50
|
| |
90
|
| |
90
|
Effects of exchange rate changes of cash held in foreign currencies
|
| |
|
| |
(6)
|
| |
(0)
|
| |
(0)
|
Cash and cash equivalents at the end of year
|
| |
19
|
| |
529
|
| |
50
|
| |
90
|
Level 1:
|
Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
|
Level 2:
|
Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
|
Level 3:
|
Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
|
•
|
Amendments to References to Conceptual Framework in IFRS Standards
|
•
|
Amendments to IFRS 3 Definition of a Business
|
•
|
Amendments to IAS 1 and IAS 8 Definition of Material
|
•
|
Amendments to IFRS 9, IAS 39 and IFRS 7 Interest Rate Benchmark Reform
|
•
|
Adoption of IFRS 17 Insurance contracts
|
•
|
Amendments to IAS 37 Onerous Contracts – Cost of fulfilling a contract
|
•
|
Amendments to IAS 16 Proceeds before Intended Use
|
•
|
Amendments to IFRS 3 Reference to the Conceptual Framework
|
•
|
Amendments to IAS 1 Classification of Liabilities as Current or Non-current
|
•
|
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
|
•
|
Annual Improvements to IFRS Standards 2018-2020 Cycle: Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases, and IAS 41 Agriculture
|
•
|
Amendments to IFRS 4 Insurance contracts - deferral of IFRS 9
|
•
|
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest rate benchmark reform - phase 2
|
€ millions
|
| |
1 January
2019
|
Assets
|
| |
|
Right-of-use assets presented in Property and equipment
|
| |
15
|
Deferred tax assets
|
| |
0
|
Prepayments
|
| |
—
|
Total assets
|
| |
15
|
Liabilities
|
| |
|
Lease Liabilities
|
| |
15
|
Deferred tax liabilities
|
| |
—
|
Accruals
|
| |
—
|
Total liabilities
|
| |
15
|
Total adjustment on equity
|
| |
1
|
•
|
the application of a single discount rate to a portfolio of leases with reasonably similar characteristics;
|
•
|
reliance on previous assessments on whether leases are onerous;
|
•
|
the accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases;
|
•
|
the accounting for operating leases that are considered of low value (i.e., below €5,000) as leases of low-value assets;
|
•
|
the exclusion of initial direct costs for the measurement of the right-of-use asset as at the date of initial application; and
|
•
|
the use of hindsight in determining the lease term where the contract contains an option to extend or terminate the lease.
|
€ millions
|
| |
31 December
2018
|
Operating lease commitments
|
| |
22
|
Discounted using the lessee incremental borrowing rate of at the date of initial application
|
| |
21
|
Add finance lease liabilities recognised as at 31 December 2018
|
| |
—
|
Less short-term leases recognised as at 31 December 2018
|
| |
0
|
Less low-value leases recognised on a straight-line basis as expense
|
| |
(6)
|
Less adjustment as a result of different treatment of extension and termination options
|
| |
—
|
Total
|
| |
15
|
€ millions
|
| |
1 January
2019
|
Lease liability recognised
|
| |
|
Current lease liabilities
|
| |
3
|
Non-current lease liabilities
|
| |
12
|
Total
|
| |
15
|
-
|
Capable of being distinct: the customer can benefit from the good or service on its own or together with other readily available resources. If the Just Eat Takeaway.com Group regularly sells the good or service separately, then this is an indicator for the good or service’s capability of being distinct.
|
-
|
Distinct within the context of the contract: the Just Eat Takeaway.com Group considers a promise distinct within the context of the contract when the promised transfer of the good or service is separately identifiable from other promises in the contract.
|
€ millions
|
| |
2020
|
| |
2019
|
| |
2018
|
Commission revenue
|
| |
1,654
|
| |
372
|
| |
210
|
Consumer delivery fees
|
| |
231
|
| |
—
|
| |
—
|
Other revenue
|
| |
157
|
| |
44
|
| |
22
|
Revenue
|
| |
2,042
|
| |
416
|
| |
232
|
€ millions
|
| |
2020
|
| |
2019
|
| |
2018
|
Courier costs
|
| |
727
|
| |
70
|
| |
22
|
Order processing costs
|
| |
193
|
| |
41
|
| |
22
|
Total Order fulfilment costs
|
| |
920
|
| |
111
|
| |
44
|
€ millions
|
| |
2020
|
| |
2019
|
| |
2018
|
Wages and salaries
|
| |
313
|
| |
83
|
| |
40
|
Social security charges
|
| |
43
|
| |
13
|
| |
7
|
Pension premium contributions
|
| |
13
|
| |
2
|
| |
1
|
Share-based payments
|
| |
23
|
| |
3
|
| |
3
|
Temporary staff expenses
|
| |
72
|
| |
11
|
| |
5
|
Total staff costs
|
| |
464
|
| |
112
|
| |
56
|
-
|
Long-Term Incentive Plans (“LTIPs”) for the Management Board;
|
-
|
Short-Term Incentive plan (“STI”) for the Management Board;
|
-
|
The Employee Share Options Plan (“ESOP”);
|
-
|
The newly adopted Performance Share Plan (“PSP”);
|
-
|
The newly adopted Restricted Share Plan (“RSP”);
|
-
|
The rolled-over Just Eat UK Sharesave Scheme, Just Eat Ireland Sharesave Scheme and Just Eat International Sharesave Scheme;
|
-
|
The rolled-over Just Eat Deferred Share Bonus Plan 2018 (“DBSP”).
|
-
|
LTIP 2017-2019 granted as at 31 December 2016 (vested as per 31 December 2019);
|
-
|
LTIP 2018-2020 granted as at 31 December 2017 (vested as per 31 December 2020);
|
-
|
LTIP 2019-2021 granted as at 31 December 2018;
|
-
|
LTIP 2020-2023 granted as at 21 May 2020 (legal grant date).
|
1.
|
One service condition (being continued employment for a period of three years from the grant date);
|
2.
|
Two non-market performance conditions (being revenue growth and a strategic target, with relative weights of 37.5% and 25% respectively);
|
3.
|
One market performance condition (being relative Total Shareholder Return (TSR) against the AEX, FTSE 100, and NASDAQ 100 index with a relatively weight of 37.5%).
|
Targets
|
| |
Relative weight
|
Order growth to exceed 25% per annum in the medium-term
|
| |
20%
|
> 30% CAGR over 2015 Actual-2018 Estimate
|
| |
20%
|
Revenue growth to continue to exceed order growth after 2016
|
| |
20%
|
Positive adjusted EBITDA margin1 for both Germany and the Company within 2 to 3 years after the IPO2
|
| |
20%
|
Adjusted EBITDA for the Netherlands to continue to increase after 20163
|
| |
20%
|
1
|
Non IFRS financial measure
|
2
|
The positive adjusted EBITDA margin for both Germany and the Company in this context means monthly positive adjusted EBITDA margins (whether or not the full year adjusted EBITDA margins are positive)
|
3
|
Following the higher than expected growth of Scoober, also in the Netherlands, we amended the medium-term objectives for the Netherlands from “adjusted EBITDA margin for the Netherlands to continue to increase” (LTIP 2017-2019) to “adjusted EBITDA for the Netherlands to continue to increase” (LTIP 2018-2021)
|
|
| |
31 December 2020
|
| |
31 December 2019
|
| |
31 December 2018
|
|||||||||
|
| |
Number of share
options
|
| |
Weighted-
average
exercise price
|
| |
Number of
share
options
|
| |
Weighted-
average
exercise price
|
| |
Number of
share options
|
| |
Weighted-
average
exercise price
|
Outstanding as at the beginning of the period
|
| |
80,023
|
| |
46.25
|
| |
83,905
|
| |
47.38
|
| |
52,582
|
| |
39.57
|
Granted during the period
|
| |
14,233
|
| |
—
|
| |
—
|
| |
—
|
| |
31,323
|
| |
54.62
|
Forfeited during the period
|
| |
—
|
| |
—
|
| |
(3,882)
|
| |
23.37
|
| |
—
|
| |
—
|
Exercised during the period
|
| |
(4,697)
|
| |
23.37
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Expired during the period
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Outstanding as at the end of the period
|
| |
89,559
|
| |
40.10
|
| |
80,023
|
| |
46.25
|
| |
83,905
|
| |
47.38
|
Exercisable at the end of the period
|
| |
44,003
|
| |
|
| |
15,535
|
| |
|
| |
—
|
| |
|
|
| |
LTIP 2020-2023
|
Exercise price
|
| |
nil
|
Expected volatility
|
| |
38.81%
|
Expected dividend yield
|
| |
0.00%
|
Risk free rate
|
| |
(0.72%)
|
Vesting period
|
| |
3 years
|
Share price at valuation date
|
| |
€ 92.40
|
Average share price prior to performance period
|
| |
€ 77.84
|
•
|
The maximum number of shares and options to be granted to the LTIP Participants is directly linked to the fixed salary of each employee at grant date.
|
•
|
The expected volatilities of the share prices of the Company and the constituents of the three indices (AEX, FTSE 100, NASDAQ 100) are based on the historical volatility on a daily basis, over a period of 3 years, prior to the valuation date.
|
•
|
The correlation coefficients are based on the logarithm of the daily share price return over a 3-year period, prior to the valuation date.
|
•
|
No dividends are expected to be declared during the vesting period.
|
•
|
The risk-free rate is based on zero-coupon government bond yields based on the applicable currencies with a yield to maturity of 3 years.
|
•
|
The constituents of the three indices (AEX, FTSE 100, NASDAQ 100) are determined at the start of the performance period (as of January 1, 2020).
|
-
|
Number of new consumers (25%);
|
-
|
Number of active consumers (25%);
|
-
|
Number of orders per consumer (25%);
|
-
|
Certain personal / non-financial measures (25%).
|
|
| |
|
| |
31 December 2020
|
| |
|
| |
|
| |
31 December 2019
|
| |
|
| |
|
| |
31 December 2018
|
| |
|
|||||||||
|
| |
Number of share
options
|
| |
Weighted-
average
exercise price
(in €)
|
| |
Number of
share
|
| |
Weighted-
average grant-
date fair value
(in €)
|
| |
Number of
share options
|
| |
Weighted-
average
exercise price
(in €)
|
| |
Number of share
options
|
| |
Weighted-
average grant-
date fair value
(in €)
|
| |
Number of share
options
|
| |
Weighted-
average
exercise price
(in €)
|
| |
Number of share
options
|
| |
Weighted-
average grant-
date fair value
(in €)
|
Outstanding as at the beginning of the period
|
| |
118,434
|
| |
34.46
|
| |
102,956
|
| |
44.20
|
| |
126,102
|
| |
25.46
|
| |
153,897
|
| |
25.71
|
| |
158,110
|
| |
24.78
|
| |
155,272
|
| |
24.76
|
Granted during the period
|
| |
5,691
|
| |
80.17
|
| |
80,572
|
| |
80.79
|
| |
30,084
|
| |
60.96
|
| |
54,481
|
| |
60.09
|
| |
1,846
|
| |
67.76
|
| |
3,247
|
| |
67.76
|
Forfeited during the period
|
| |
(2,438)
|
| |
63.23
|
| |
(4,318)
|
| |
62.00
|
| |
(836)
|
| |
54.62
|
| |
(1,576)
|
| |
54.62
|
| |
(3,814)
|
| |
23.37
|
| |
(4,622)
|
| |
23.37
|
Exercised during the period
|
| |
(34,502)
|
| |
25.37
|
| |
(48,979)
|
| |
26.36
|
| |
(36,916)
|
| |
24.85
|
| |
(103,846)
|
| |
24.98
|
| |
(30,040)
|
| |
6.46
|
| |
—
|
| |
—
|
Expired during the period
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Outstanding as at the end of the period
|
| |
87,185
|
| |
39.14
|
| |
130,231
|
| |
72.96
|
| |
118,434
|
| |
34.46
|
| |
102,956
|
| |
44.20
|
| |
126,102
|
| |
25.46
|
| |
153,897
|
| |
25.71
|
Exercisable at the end of the period
|
| |
55,850
|
| |
|
| |
|
| |
|
| |
50,758
|
| |
|
| |
|
| |
|
| |
—
|
| |
|
| |
|
| |
|
|
| |
Grant 1 Jan 2020
|
Grant date share price
|
| |
€ 82.20
|
Exercise price
|
| |
€ 80.17
|
Expected volatility
|
| |
31.55%
|
Expected dividend yield
|
| |
0.00%
|
Risk-free rate
|
| |
(0.06%)
|
Vesting period
|
| |
3 years
|
Assumed life of share options
|
| |
8 years
|
-
|
The maximum number of shares and options to be granted to the ESOP Participants is directly linked to the fixed salary of each employee at grant date;
|
-
|
The exercise price is based on the average of the closing prices of the Company's shares in the five trading days preceding the grant date;
|
-
|
Expected volatility is based on the share price development of a peer group of companies on a ten-year basis;
|
-
|
No dividends are expected to be declared during the vesting period;
|
-
|
The risk-free rate is based on bonds of the Dutch government;
|
|
| |
PSP
|
| |
RSP
|
||||||
|
| |
Number of share
options
|
| |
Weighted-average
exercise price (in €)
|
| |
Number of
share
options
|
| |
Weighted-average
exercise price (in €)
|
Outstanding as at the beginning of the period1
|
| |
468,226
|
| |
—
|
| |
15,868
|
| |
—
|
Granted during the period
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Forfeited during the period
|
| |
(87,929)
|
| |
—
|
| |
(278)
|
| |
—
|
Exercised during the period
|
| |
(109)
|
| |
—
|
| |
(6,346)
|
| |
—
|
Expired during the period
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Outstanding as at the end of the period
|
| |
380,188
|
| |
—
|
| |
9,244
|
| |
—
|
Exercisable as at the end of the period
|
| |
13
|
| |
|
| |
—
|
| |
|
1
|
The beginning of the period is 15 April 2020, the date at which Just Eat Takeaway.com N.V. obtained control of Just Eat. Refer to Note 11 Business combinations for more details.
|
|
| |
Sharesave Plans
|
| |
DBSP
|
||||||
|
| |
Number of share
options
|
| |
Weighted-average
exercise price (in €)
|
| |
Number of
share
options
|
| |
Weighted-average
exercise price (in €)
|
Outstanding as at the beginning of the period1
|
| |
29,942
|
| |
54.79
|
| |
8,168
|
| |
|
Granted during the period
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Forfeited during the period
|
| |
(989)
|
| |
54.33
|
| |
—
|
| |
—
|
Exercised during the period
|
| |
10,045
|
| |
47.80
|
| |
(3,434)
|
| |
—
|
Expired during the period
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Outstanding as at the end of the period
|
| |
18,908
|
| |
55.74
|
| |
4,734
|
| |
—
|
Exercisable as at the end of the period
|
| |
2,471
|
| |
|
| |
1,578
|
| |
|
1
|
The beginning of the period is 15 April 2020, the date at which Just Eat Takeaway.com N.V. obtained control of Just Eat. Refer to Note 11 Business combinations for more details.
|
€ millions
|
| |
Equity-settled share-
based payments
reserve
|
| |
Share capital
|
| |
Share premium
|
Balance as at 1 January 2018
|
| |
2
|
| |
—
|
| |
—
|
Share-based payment expense
|
| |
3
|
| |
—
|
| |
—
|
Shares issued and share options exercised
|
| |
0
|
| |
0
|
| |
0
|
Balance as at 31 December 2018
|
| |
5
|
| |
0
|
| |
0
|
Balance as at 1 January 2019
|
| |
5
|
| |
—
|
| |
—
|
Share-based payment expense
|
| |
3
|
| |
—
|
| |
—
|
€ millions
|
| |
Equity-settled share-
based payments
reserve
|
| |
Share capital
|
| |
Share premium
|
Shares issued and share options exercised
|
| |
(4)
|
| |
0
|
| |
4
|
Balance as at 31 December 2019
|
| |
4
|
| |
0
|
| |
4
|
Balance as at 1 January 2020
|
| |
4
|
| |
0
|
| |
4
|
Share-based payment expense
|
| |
23
|
| |
—
|
| |
—
|
Shares issued and share options exercised
|
| |
(3)
|
| |
0
|
| |
4
|
Balance as at 31 December 2020
|
| |
24
|
| |
—
|
| |
8
|
€ millions
|
| |
2020
|
| |
2019
|
| |
2018
|
Marketing expenses
|
| |
369
|
| |
143
|
| |
120
|
Housing expenses
|
| |
10
|
| |
4
|
| |
4
|
Professional fees
|
| |
78
|
| |
54
|
| |
16
|
Other staff related costs
|
| |
36
|
| |
17
|
| |
10
|
IT related expenses
|
| |
33
|
| |
7
|
| |
4
|
Other operating expenses
|
| |
82
|
| |
9
|
| |
4
|
Total other operating expenses
|
| |
608
|
| |
234
|
| |
158
|
€ millions
|
| |
2020
|
| |
2019
|
| |
2018
|
Other finance income
|
| |
3
|
| |
0
|
| |
0
|
Finance income
|
| |
3
|
| |
0
|
| |
0
|
Interest on convertible bond
|
| |
(19)
|
| |
(11)
|
| |
—
|
Interest on lease liabilities
|
| |
(2)
|
| |
(1)
|
| |
—
|
Other interest expense
|
| |
(5)
|
| |
(1)
|
| |
(0)
|
Other finance expense
|
| |
(4)
|
| |
(3)
|
| |
(1)
|
Finance expense
|
| |
(30)
|
| |
(16)
|
| |
(1)
|
€ millions
|
| |
2020
|
| |
2019
|
| |
2018
|
Current tax expenses
|
| |
(26)
|
| |
(14)
|
| |
(2)
|
Deferred tax benefits / (expenses)
|
| |
21
|
| |
(21)
|
| |
30
|
Total tax recognised directly in profit or loss
|
| |
(5)
|
| |
(35)
|
| |
28
|
€ millions
|
| |
2020
|
| |
%
|
| |
2019
|
| |
%
|
| |
2018
|
| |
%
|
Loss before income tax
|
| |
(165)
|
| |
|
| |
(86)
|
| |
|
| |
(35)
|
| |
|
Income tax benefit calculated at 25% Dutch income tax rate
|
| |
41
|
| |
25.0%
|
| |
21
|
| |
25.0%
|
| |
9
|
| |
25.0%
|
Change of unrecognised deferred tax assets
|
| |
(19)
|
| |
(11.5%)
|
| |
(47)
|
| |
54.2%
|
| |
(23)
|
| |
64.3%
|
Tax effect of utilisation of tax losses not previously recognised
|
| |
—
|
| |
0.0%
|
| |
—
|
| |
0.0%
|
| |
39
|
| |
(112.2%)
|
Adjustments for tax of prior periods
|
| |
2
|
| |
1.2%
|
| |
(2)
|
| |
2.3%
|
| |
—
|
| |
0.0%
|
Tax effect of carry back of tax losses
|
| |
—
|
| |
0.0%
|
| |
—
|
| |
0.0%
|
| |
5
|
| |
(15.2%)
|
Effect of non-deductible expenses
|
| |
(28)
|
| |
(17.0%)
|
| |
(2)
|
| |
2.1%
|
| |
(1)
|
| |
2.1%
|
Effect of different tax rates of foreign subsidiaries
|
| |
2
|
| |
1.2%
|
| |
(7)
|
| |
7.7%
|
| |
(2)
|
| |
6.8%
|
Effect of share in results of associates and joint ventures
|
| |
(4)
|
| |
(2.4%)
|
| |
—
|
| |
0.0%
|
| |
—
|
| |
0.0%
|
Other
|
| |
1
|
| |
0.6%
|
| |
1
|
| |
(1.1%)
|
| |
0
|
| |
(0.1%)
|
Income tax expense recognised in profit or loss
|
| |
(5)
|
| |
(2.9%)
|
| |
(35)
|
| |
(40.2%)
|
| |
28
|
| |
79.4%
|
€ millions
|
| |
2020
|
| |
2019
|
Opening balance
|
| |
7
|
| |
6
|
Reclassifications
|
| |
2
|
| |
—
|
Current tax movement through equity
|
| |
1
|
| |
—
|
Additions from business combinations
|
| |
16
|
| |
—
|
Income tax (refunded) or paid
|
| |
2
|
| |
2
|
€ millions
|
| |
2020
|
| |
2019
|
Income tax (expense) / benefit
|
| |
(10)
|
| |
(1)
|
Foreign exchange movements
|
| |
(1)
|
| |
—
|
Balance as at the end of the reporting period
|
| |
17
|
| |
7
|
€ millions
|
| |
2020
|
| |
2019
|
Opening balance
|
| |
42
|
| |
8
|
Reclassifications
|
| |
3
|
| |
—
|
Additions from business combinations
|
| |
6
|
| |
22
|
Movement through goodwill
|
| |
1
|
| |
—
|
Income tax (paid)
|
| |
(31)
|
| |
(1)
|
Current tax expenses
|
| |
16
|
| |
13
|
Balance as at the end of the reporting period
|
| |
37
|
| |
42
|
€ millions
|
| |
2020
|
| |
2019
|
Deferred tax assets - gross
|
| |
96
|
| |
27
|
Offsetting
|
| |
(96)
|
| |
(25)
|
Deferred tax assets - net
|
| |
—
|
| |
2
|
Deferred tax liabilities - gross
|
| |
(642)
|
| |
(69)
|
Offsetting
|
| |
96
|
| |
25
|
Deferred tax liabilities - net
|
| |
(546)
|
| |
(44)
|
Net deferred tax asset/(liability)
|
| |
(546)
|
| |
(42)
|
€ millions
|
| |
Intangibles
|
| |
Tax losses
and credits
|
| |
Leases
|
| |
Other
|
| |
Total
|
Opening balance as at 1 January 2019
|
| |
—
|
| |
27
|
| |
—
|
| |
0
|
| |
27
|
Additions from business combinations
|
| |
10
|
| |
—
|
| |
—
|
| |
—
|
| |
10
|
Movement through consolidated statement of profit or loss
|
| |
—
|
| |
(20)
|
| |
—
|
| |
—
|
| |
(20)
|
Other movements
|
| |
(2)
|
| |
1
|
| |
7
|
| |
—
|
| |
6
|
Other movements through equity
|
| |
—
|
| |
5
|
| |
—
|
| |
—
|
| |
5
|
Balance as at 31 December 2019
|
| |
8
|
| |
13
|
| |
7
|
| |
0
|
| |
28
|
Additions from business combinations
|
| |
—
|
| |
36
|
| |
11
|
| |
12
|
| |
59
|
Movement through consolidated statement of profit or loss
|
| |
—
|
| |
(9)
|
| |
0
|
| |
3
|
| |
(6)
|
Movement through goodwill
|
| |
2
|
| |
—
|
| |
—
|
| |
—
|
| |
2
|
Other movements through equity
|
| |
—
|
| |
13
|
| |
—
|
| |
0
|
| |
13
|
Balance as at 31 December 2020
|
| |
10
|
| |
53
|
| |
18
|
| |
15
|
| |
96
|
€ millions
|
| |
Intangibles
|
| |
Leases
|
| |
Convertible
bonds
|
| |
Other
|
| |
Total
|
Opening balance as at 1 January 2019
|
| |
22
|
| |
—
|
| |
—
|
| |
—
|
| |
22
|
Additions from business combinations
|
| |
34
|
| |
—
|
| |
—
|
| |
—
|
| |
34
|
Other movements
|
| |
(0)
|
| |
7
|
| |
—
|
| |
(1)
|
| |
6
|
Other movements through equity
|
| |
—
|
| |
—
|
| |
5
|
| |
—
|
| |
5
|
Foreign exchange movements through OCI
|
| |
2
|
| |
—
|
| |
—
|
| |
—
|
| |
2
|
Balance as at 31 December 2019
|
| |
58
|
| |
7
|
| |
5
|
| |
(1)
|
| |
69
|
Additions from business combinations
|
| |
588
|
| |
11
|
| |
—
|
| |
5
|
| |
604
|
Movement through consolidated statement of profit or loss
|
| |
(24)
|
| |
(2)
|
| |
(3)
|
| |
2
|
| |
(27)
|
Movement through goodwill
|
| |
(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
(1)
|
Other movements through equity
|
| |
—
|
| |
—
|
| |
13
|
| |
—
|
| |
13
|
Foreign exchange movements through OCI
|
| |
(15)
|
| |
(0)
|
| |
—
|
| |
(1)
|
| |
(16)
|
Balance as at 31 December 2020
|
| |
606
|
| |
16
|
| |
15
|
| |
5
|
| |
642
|
€ millions
|
| |
2020
|
| |
2019
|
Within 1 year
|
| |
—
|
| |
—
|
In the next 2 to 10 years
|
| |
180
|
| |
177
|
Over 10 years
|
| |
—
|
| |
—
|
Unlimited
|
| |
52
|
| |
—
|
Total
|
| |
232
|
| |
177
|
€ millions
|
| |
United
Kingdom
|
| |
Germany
|
| |
Canada
|
| |
Netherlands
|
| |
Rest of the
World
|
| |
Head office
|
| |
Total consolidated
2020
|
Revenue
|
| |
576
|
| |
374
|
| |
404
|
| |
174
|
| |
514
|
| |
—
|
| |
2,042
|
Adjusted EBITDA
|
| |
143
|
| |
128
|
| |
42
|
| |
76
|
| |
(74)
|
| |
(140)
|
| |
175
|
Share-based payments
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(23)
|
Finance income
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3
|
Finance expense
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(30)
|
Share of results of associates and joint ventures
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(16)
|
Other gains and losses
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2
|
Depreciation and amortisation
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(174)
|
Acquisition related costs
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(67)
|
Integration related costs
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(35)
|
Loss before income tax
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(165)
|
Other segment information
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Marketing expenses
|
| |
(82)
|
| |
(71)
|
| |
(34)
|
| |
(21)
|
| |
(153)
|
| |
(8)
|
| |
(369)
|
€ millions
|
| |
United
Kingdom
|
| |
Germany
|
| |
Canada
|
| |
Netherlands
|
| |
Rest of the
World
|
| |
Head office
|
| |
Total consolidated
2019
|
Revenue
|
| |
—
|
| |
205
|
| |
—
|
| |
119
|
| |
92
|
| |
—
|
| |
416
|
Adjusted EBITDA
|
| |
—
|
| |
19
|
| |
—
|
| |
64
|
| |
(25)
|
| |
(46)
|
| |
12
|
Share-based payments
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(3)
|
Finance income
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
0
|
Finance expense
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(16)
|
Share of results of associates and joint ventures
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
Other gains and losses
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6
|
Depreciation and amortisation
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(35)
|
Acquisition related costs
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(40)
|
Integration related costs
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(10)
|
Loss before income tax
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(86)
|
Other segment information
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Marketing expenses
|
| |
—
|
| |
(79)
|
| |
—
|
| |
(14)
|
| |
(50)
|
| |
(0)
|
| |
(143)
|
€ millions
|
| |
United
Kingdom
|
| |
Germany
|
| |
Canada
|
| |
Netherlands
|
| |
Rest of the
World
|
| |
Head office
|
| |
Total consolidated
2018
|
Revenue
|
| |
—
|
| |
83
|
| |
—
|
| |
96
|
| |
53
|
| |
—
|
| |
232
|
Adjusted EBITDA
|
| |
—
|
| |
(24)
|
| |
—
|
| |
59
|
| |
(12)
|
| |
(34)
|
| |
(11)
|
Share-based payments
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(3)
|
Finance income
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
0
|
Finance expense
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(1)
|
Share of results of associates and joint ventures
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
0
|
Other gains and losses
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(0)
|
Depreciation and amortisation
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(8)
|
Acquisition related costs
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(11)
|
Integration related costs
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(1)
|
Loss before income tax
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(35)
|
Other segment information
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Marketing expenses
|
| |
—
|
| |
(71)
|
| |
—
|
| |
(12)
|
| |
(37)
|
| |
(0)
|
| |
(120)
|
€ millions
|
| |
2020
|
| |
2019
|
United Kingdom
|
| |
4,170
|
| |
—
|
Germany
|
| |
1,260
|
| |
1,288
|
Canada
|
| |
1,069
|
| |
—
|
Netherlands
|
| |
18
|
| |
26
|
Brazil (associate)
|
| |
1,575
|
| |
—
|
Rest of the World
|
| |
1,432
|
| |
202
|
Total non-current assets 1
|
| |
9,524
|
| |
1,515
|
1
|
Comprises non-current assets excluding financial instruments and deferred taxes.
|
€ millions
|
| |
Total 2020
|
Ordinary share issued (82.8 million)
|
| |
7,430
|
Total consideration
|
| |
7,430
|
Other intangible assets
|
| |
3,041
|
Property and equipment
|
| |
18
|
Investments in associates and joint ventures
|
| |
1,730
|
Right-of-use assets
|
| |
64
|
Deferred tax assets
|
| |
59
|
Other non-current assets
|
| |
1
|
Trade and other receivables
|
| |
80
|
Current tax asset
|
| |
16
|
Inventories
|
| |
4
|
Cash and cash equivalents
|
| |
113
|
Borrowings
|
| |
(348)
|
Deferred tax liability
|
| |
(604)
|
Other non-current liabilities
|
| |
(3)
|
Lease liability
|
| |
(64)
|
Trade and other liabilities
|
| |
(280)
|
Current tax liability
|
| |
(6)
|
Total fair value of net identifiable assets and liabilities
|
| |
3,821
|
Non-controlling interests
|
| |
(5)
|
Goodwill recognised
|
| |
3,614
|
€ millions
|
| |
Total 2019
|
Consideration paid in cash
|
| |
552
|
Ordinary shares issued (9.5 million)
|
| |
652
|
Total consideration
|
| |
1,204
|
Other intangible assets
|
| |
281
|
Non-current assets
|
| |
2
|
Trade and other receivables
|
| |
7
|
Trade and other liabilities
|
| |
(55)
|
Current tax liability
|
| |
(22)
|
Deferred tax liability
|
| |
(24)
|
Cash and cash equivalents
|
| |
62
|
Total fair value of net identifiable assets and liabilities
|
| |
251
|
Goodwill recognised
|
| |
953
|
€ millions
|
| |
2020
|
| |
2019
|
Opening balance
|
| |
1,102
|
| |
141
|
Additions from business combinations
|
| |
3,614
|
| |
953
|
Foreign exchange and other movements
|
| |
(102)
|
| |
8
|
Balance as at the end of the period
|
| |
4,614
|
| |
1,102
|
2020
|
| |
|
| |
|
| |
|
|
| |
United Kingdom
|
| |
Germany
|
| |
Canada
|
Forecast period
|
| |
7 years
|
| |
5 years
|
| |
7 years
|
Average revenue growth per annum in the first five years of planning period (CAGR)
|
| |
16.3%
|
| |
20.3%
|
| |
17.6%
|
Average revenue growth per annum in the years subsequent to the first five years of planning period (CAGR)
|
| |
3.5%
|
| |
0.0%
|
| |
3.8%
|
Long-run Adjusted EBITDA margin
|
| |
33.6%
|
| |
33.9%
|
| |
14.3%
|
Perpetual growth rate (%)
|
| |
0.8%
|
| |
0.0%
|
| |
1.4%
|
Pre-tax WACC (%)
|
| |
9.8%
|
| |
10.3%
|
| |
10.8%
|
2019
|
| |
|
| |
|
| |
|
| |
|
|
| |
The Netherlands
|
| |
Germany
|
| |
Israel
|
| |
Other
|
Forecast period
|
| |
5 years
|
| |
10 years
|
| |
10 years
|
| |
10 years
|
Average revenue growth per annum in the first five years of planning period (CAGR)
|
| |
12.5%
|
| |
20.7%
|
| |
25.4%
|
| |
23.0%
|
Average revenue growth per annum in the years subsequent to the first five years of planning period (CAGR)
|
| |
n.a.
|
| |
15.0%
|
| |
18.5%
|
| |
16.8%
|
Long-run Adjusted EBITDA margin
|
| |
52.0%
|
| |
30.0%
|
| |
40.0%
|
| |
20.0%
|
Perpetual growth rate (%)
|
| |
1.4%
|
| |
1.5%
|
| |
1.7%
|
| |
2.1%
|
Pre-tax WACC (%)
|
| |
11.4%
|
| |
12.2%
|
| |
11.1%
|
| |
13.2%
|
•
|
Brands names: 3-20 years
|
•
|
Consumer lists: 6-33 years
|
•
|
Restaurant databases: 5-20 years
|
•
|
Technology platforms: 5-20 years
|
•
|
Development costs: 3-5 years
|
•
|
Other: 3-10 years
|
€ millions
|
| |
Brand
names
|
| |
Consumer
lists
|
| |
Restaurant
databases
|
| |
Technology
platforms
|
| |
Development
costs
|
| |
Other
|
| |
Total
|
Cost
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Balance as at 1 January 2019
|
| |
21
|
| |
87
|
| |
4
|
| |
9
|
| |
—
|
| |
7
|
| |
128
|
Additions
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1
|
| |
1
|
Additions from business combinations
|
| |
5
|
| |
247
|
| |
28
|
| |
—
|
| |
—
|
| |
1
|
| |
281
|
Foreign exchange and other movements
|
| |
1
|
| |
6
|
| |
0
|
| |
1
|
| |
—
|
| |
—
|
| |
8
|
Balance as at 31 December 2019
|
| |
27
|
| |
340
|
| |
32
|
| |
10
|
| |
—
|
| |
9
|
| |
418
|
Additions
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
13
|
| |
3
|
| |
16
|
Additions from business combinations
|
| |
499
|
| |
2,243
|
| |
101
|
| |
189
|
| |
(0)
|
| |
9
|
| |
3,041
|
Foreign exchange and other movements
|
| |
(13)
|
| |
(61)
|
| |
(1)
|
| |
(5)
|
| |
0
|
| |
(1)
|
| |
(81)
|
Balance as at 31 December 2020
|
| |
513
|
| |
2,522
|
| |
132
|
| |
194
|
| |
13
|
| |
20
|
| |
3,394
|
Accumulated amortisation
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Balance as at 1 January 2019
|
| |
(2)
|
| |
(12)
|
| |
(1)
|
| |
(0)
|
| |
—
|
| |
(5)
|
| |
(20)
|
Amortisation expense
|
| |
(2)
|
| |
(19)
|
| |
(2)
|
| |
(1)
|
| |
—
|
| |
(1)
|
| |
(25)
|
Balance as at 31 December 2019
|
| |
(4)
|
| |
(31)
|
| |
(3)
|
| |
(1)
|
| |
—
|
| |
(6)
|
| |
(45)
|
Amortisation expense
|
| |
(19)
|
| |
(75)
|
| |
(13)
|
| |
(30)
|
| |
(1)
|
| |
(6)
|
| |
(144)
|
Foreign exchange and other movements
|
| |
(1)
|
| |
2
|
| |
(2)
|
| |
2
|
| |
0
|
| |
1
|
| |
2
|
Balance as at 31 December 2020
|
| |
(24)
|
| |
(104)
|
| |
(18)
|
| |
(29)
|
| |
(1)
|
| |
(11)
|
| |
(187)
|
Balance as at 31 December 2019
|
| |
23
|
| |
309
|
| |
29
|
| |
9
|
| |
—
|
| |
3
|
| |
373
|
Balance as at 31 December 2020
|
| |
489
|
| |
2,418
|
| |
114
|
| |
165
|
| |
12
|
| |
9
|
| |
3,207
|
•
|
Leasehold improvements: over the lease term
|
•
|
Other equipment: 3-5 years
|
€ millions
|
| |
Leasehold
improvements
|
| |
Other equipment
|
| |
Total
|
Cost
|
| |
|
| |
|
| |
|
Balance as at 1 January 2019
|
| |
5
|
| |
7
|
| |
12
|
Additions
|
| |
3
|
| |
5
|
| |
8
|
Disposals
|
| |
—
|
| |
(1)
|
| |
(1)
|
Balance as at 31 December 2019
|
| |
8
|
| |
11
|
| |
19
|
Additions
|
| |
11
|
| |
16
|
| |
27
|
Additions from business combinations
|
| |
6
|
| |
12
|
| |
18
|
Foreign exchange movements
|
| |
0
|
| |
0
|
| |
(0)
|
Balance as at 31 December 2020
|
| |
25
|
| |
39
|
| |
64
|
Accumulated depreciation
|
| |
|
| |
|
| |
|
Balance as at 1 January 2019
|
| |
(2)
|
| |
(3)
|
| |
(5)
|
Reversal of accumulated depreciation on disposals
|
| |
—
|
| |
1
|
| |
1
|
Depreciation expense
|
| |
(1)
|
| |
(2)
|
| |
(3)
|
Balance as at 31 December 2019
|
| |
(3)
|
| |
(4)
|
| |
(7)
|
Depreciation expense
|
| |
(4)
|
| |
(6)
|
| |
(10)
|
Balance as at 31 December 2020
|
| |
(7)
|
| |
(10)
|
| |
(17)
|
Balance as at 31 December 2019
|
| |
5
|
| |
7
|
| |
12
|
Balance as at 31 December 2020
|
| |
18
|
| |
29
|
| |
47
|
€ millions
|
| |
2020
|
Balance as at 31 December 2019
|
| |
—
|
Additions from business combinations
|
| |
1,730
|
Capital contributions
|
| |
55
|
Share of results of associates and joint ventures
|
| |
(16)
|
Foreign exchange and other movements
|
| |
(194)
|
Balance as at 31 December 2020
|
| |
1,575
|
€ millions
|
| |
2020
|
Current assets
|
| |
232
|
Non-current assets
|
| |
49
|
Current liabilities
|
| |
(148)
|
Non-current liabilities
|
| |
(7)
|
Net assets of associate
|
| |
126
|
The Just Eat Takeaway.com Group's share of net assets
|
| |
42
|
Goodwill
|
| |
1,533
|
Carrying amount of the Just Eat Takeaway.com
|
| |
|
Group's interest in the associate
|
| |
1,575
|
Revenue for the period
|
| |
433
|
Total result and comprehensive loss for the period
|
| |
(16)
|
The Just Eat Takeaway.com Group's share of results and total comprehensive loss for the period
|
| |
(5)
|
Dividends received by the Just Eat Takeaway.com
|
| |
|
Group
|
| |
—
|
€ millions
|
| |
2020
|
| |
2019
|
Trade receivables online payment service providers
|
| |
115
|
| |
14
|
Trade receivables corporate accounts
|
| |
31
|
| |
24
|
Trade receivables restaurants
|
| |
5
|
| |
2
|
Other trade receivables
|
| |
2
|
| |
—
|
Other receivables
|
| |
9
|
| |
4
|
Closing balance
|
| |
162
|
| |
44
|
Category
|
| |
ECL rate
|
Not overdue
|
| |
5%
|
31-60 days
|
| |
5%
|
61-90 days
|
| |
15%
|
91-180 days
|
| |
30%
|
181-365 days
|
| |
70%
|
over 365 days
|
| |
100%
|
€ millions
|
| |
2020
|
| |
2019
|
Prepaid expenses
|
| |
64
|
| |
12
|
Deposits
|
| |
7
|
| |
0
|
Other
|
| |
29
|
| |
20
|
Closing balance
|
| |
100
|
| |
32
|
€ millions
|
| |
2020
|
| |
2019
|
Terminals
|
| |
5
|
| |
0
|
Merchandise
|
| |
9
|
| |
4
|
Closing balance
|
| |
14
|
| |
4
|
€ millions
|
| |
2020
|
| |
2019
|
Cash and cash equivalents
|
| |
488
|
| |
32
|
Restricted cash
|
| |
41
|
| |
18
|
Closing balance
|
| |
529
|
| |
50
|
|
| |
2020
|
| |
2019
|
| |
2018
|
Opening balance
|
| |
61,206,450
|
| |
43,218,234
|
| |
43,183,176
|
Issued during the year:
|
| |
|
| |
|
| |
|
Issuances in connection with acquisitions
|
| |
82,845,346
|
| |
9,500,000
|
| |
—
|
Capital raise in form of accelerated bookbuilding
|
| |
4,600,000
|
| |
8,350,000
|
| |
—
|
Issuances upon vesting or exercise under share (option) plans
|
| |
107,007
|
| |
138,216
|
| |
35,058
|
Closing balance
|
| |
148,758,803
|
| |
61,206,450
|
| |
43,218,234
|
|
| |
2020
|
| |
2019
|
| |
2018
|
For the purpose of basic loss per share
|
| |
140,419,945
|
| |
58,008,856
|
| |
43,218,234
|
For the purpose of diluted loss per share
|
| |
140,419,945
|
| |
58,008,856
|
| |
43,218,234
|
€ millions
|
| |
2020
|
| |
2019
|
| |
2018
|
Loss used in the calculation
|
| |
(170)
|
| |
(121)
|
| |
(7)
|
€ millions
|
| |
2020
|
| |
2019
|
2019 convertible bonds (2,500 notes at €100,000 par value)
|
| |
229
|
| |
222
|
2020 convertible bonds (3,000 notes at €100,000 par value)
|
| |
245
|
| |
—
|
Borrowings - non-current
|
| |
474
|
| |
222
|
2019 convertible bonds
|
| |
6
|
| |
6
|
2020 convertible bonds
|
| |
3
|
| |
—
|
Revolving credit facility
|
| |
—
|
| |
15
|
Borrowings - current
|
| |
9
|
| |
21
|
Borrowings -total
|
| |
483
|
| |
243
|
€ millions
|
| |
2020
|
| |
2019
|
Opening balance
|
| |
229
|
| |
—
|
Proceeds from issue 2019 convertible bond
|
| |
—
|
| |
250
|
Proceeds from issue 2020 convertible bond
|
| |
300
|
| |
—
|
Transaction costs
|
| |
(6)
|
| |
(6)
|
Net proceeds
|
| |
294
|
| |
244
|
Amount classified as equity (net of transaction costs)
|
| |
(51)
|
| |
(23)
|
Accrued interest
|
| |
19
|
| |
11
|
Interest paid
|
| |
(8)
|
| |
(3)
|
Carrying amount of liability at 31 December
|
| |
483
|
| |
229
|
€ millions
|
| |
2020
|
| |
2019
|
Trade payables
|
| |
286
|
| |
61
|
Trade payables
|
| |
47
|
| |
7
|
Amounts due to restaurants
|
| |
239
|
| |
54
|
Other liabilities
|
| |
427
|
| |
110
|
Accrued Staff Expenses
|
| |
81
|
| |
6
|
VAT, w age tax, social security liabilities and pension premiums
|
| |
77
|
| |
15
|
Other liabilities
|
| |
269
|
| |
89
|
Closing balance
|
| |
713
|
| |
171
|
€ millions
|
| |
2020
|
| |
2019
|
Short-term borrowings
|
| |
9
|
| |
21
|
Long-term borrowings
|
| |
474
|
| |
222
|
Lease liabilities
|
| |
87
|
| |
27
|
Cash and cash equivalents
|
| |
(529)
|
| |
(50)
|
excl. restricted cash
|
| |
41
|
| |
18
|
Net debt
|
| |
82
|
| |
238
|
Equity
|
| |
8,481
|
| |
1,134
|
€ millions
|
| |
31 December 2020
Assets
|
| |
31 December 2020
Liabilities
|
EUR
|
| |
52
|
| |
56
|
CAD
|
| |
36
|
| |
15
|
GBP
|
| |
26
|
| |
44
|
USD
|
| |
13
|
| |
6
|
DKK
|
| |
1
|
| |
26
|
€ millions
|
| |
Less than
one year
|
| |
Between one
and five years
|
| |
More than
five years
|
31 December 2020
|
| |
|
| |
|
| |
|
Lease liability
|
| |
22
|
| |
49
|
| |
21
|
Convertible bond
|
| |
9
|
| |
581
|
| |
—
|
Revolving credit facility
|
| |
—
|
| |
—
|
| |
—
|
Net investment in the lease asset
|
| |
0
|
| |
1
|
| |
—
|
Trade and other liabilities
|
| |
713
|
| |
—
|
| |
—
|
Total monetary assets and liabilities
|
| |
744
|
| |
631
|
| |
21
|
31 December 2019
|
| |
|
| |
|
| |
|
Lease liability
|
| |
11
|
| |
14
|
| |
4
|
Convertible bond
|
| |
6
|
| |
270
|
| |
—
|
Revolving credit facility
|
| |
15
|
| |
—
|
| |
—
|
Net investment in the lease asset
|
| |
0
|
| |
1
|
| |
0
|
Trade and other liabilities
|
| |
171
|
| |
—
|
| |
—
|
Total monetary assets and liabilities
|
| |
203
|
| |
285
|
| |
4
|
€ millions
|
| |
Right-of-use asset
|
| |
Total
|
|||
|
| |
Real estate
|
| |
Vehicles
|
| ||
Cost
|
| |
|
| |
|
| |
|
Balance as at 1 January 2019
|
| |
14
|
| |
1
|
| |
15
|
Additions
|
| |
8
|
| |
1
|
| |
9
|
Additions from business combinations
|
| |
7
|
| |
0
|
| |
7
|
Foreign exchange movement
|
| |
1
|
| |
—
|
| |
1
|
As at 31 December 2019
|
| |
30
|
| |
2
|
| |
32
|
Additions
|
| |
12
|
| |
2
|
| |
14
|
Additions from business combinations
|
| |
62
|
| |
2
|
| |
64
|
Disposals
|
| |
(1)
|
| |
(0)
|
| |
(1)
|
Foreign exchange and other movements
|
| |
(4)
|
| |
(0)
|
| |
(4)
|
As at 31 December 2020
|
| |
99
|
| |
6
|
| |
105
|
Accumulated depreciation
|
| |
|
| |
|
| |
|
Balance as at 1 January 2019
|
| |
—
|
| |
—
|
| |
—
|
Depreciation
|
| |
(7)
|
| |
(1)
|
| |
(8)
|
As at 31 December 2019
|
| |
(7)
|
| |
(1)
|
| |
(8)
|
Depreciation
|
| |
(18)
|
| |
(2)
|
| |
(20)
|
As at 31 December 2020
|
| |
(25)
|
| |
(3)
|
| |
(28)
|
Balance as at 31 December 2019
|
| |
23
|
| |
1
|
| |
24
|
Balance as at 31 December 2020
|
| |
74
|
| |
3
|
| |
77
|
€ millions
|
| |
2020
|
| |
2019
|
As at 1 January
|
| |
27
|
| |
15
|
Additions
|
| |
12
|
| |
9
|
Additions from business combinations
|
| |
64
|
| |
9
|
Disposals
|
| |
(4)
|
| |
(0)
|
Interest expense
|
| |
2
|
| |
1
|
Lease payments
|
| |
(12)
|
| |
(8)
|
Foreign exchange and other movements
|
| |
(2)
|
| |
1
|
As at 31 December
|
| |
87
|
| |
27
|
€ millions
|
| |
2020
|
| |
2019
|
Depreciation expense on RoU Assets
|
| |
(20)
|
| |
(8)
|
Interest expense on lease liabilities
|
| |
(2)
|
| |
(1)
|
Expense relating to short-term leases
|
| |
(0)
|
| |
(0)
|
Expense relating to low value leases
|
| |
(6)
|
| |
(3)
|
Total
|
| |
(28)
|
| |
(12)
|
|
| |
1 January
2020
|
| |
Financing cash flows
|
| |
Non-cash movements
|
| |
Operating
cash flows
|
| |
31 December
2020
|
||||||||||||||||||
€ millions
|
| |
Proceeds
|
| |
Transaction
costs
|
| |
(Re)payments
|
| |
Equity
component of
convertible bond
|
| |
Additions
of leases
|
| |
Arising on
acquisitions
|
| |
Interest
expense
|
| |
Other
changes
|
| |
Interest
repayment
|
| |||||
Convertible bond
|
| |
229
|
| |
300
|
| |
(6)
|
| |
—
|
| |
(51)
|
| |
—
|
| |
—
|
| |
19
|
| |
—
|
| |
(8)
|
| |
483
|
Lease liability
|
| |
27
|
| |
—
|
| |
—
|
| |
(12)
|
| |
—
|
| |
12
|
| |
64
|
| |
2
|
| |
(6)
|
| |
—
|
| |
87
|
Revolving credit facility
|
| |
15
|
| |
134
|
| |
—
|
| |
(493)
|
| |
—
|
| |
—
|
| |
344
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
271
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
570
|
|
| |
1 January
2019
|
| |
Financing cash flows
|
| |
Non-cash movements
|
| |
Operating
cash flows
|
| |
31 December
2019
|
||||||||||||||||||
€ millions
|
| |
Proceeds
|
| |
Transaction
costs
|
| |
(Re)payments
|
| |
Equity
component of
convertible bond
|
| |
Additions
of leases
|
| |
Arising on
acquisitions
|
| |
Interest
expense
|
| |
Other
changes
|
| |
Interest
repayment
|
| |||||
Convertible bond
|
| |
—
|
| |
250
|
| |
(6)
|
| |
—
|
| |
(23)
|
| |
—
|
| |
—
|
| |
11
|
| |
—
|
| |
(3)
|
| |
229
|
Lease liability
|
| |
15
|
| |
—
|
| |
—
|
| |
(8)
|
| |
—
|
| |
9
|
| |
9
|
| |
1
|
| |
1
|
| |
—
|
| |
27
|
Revolving credit facility
|
| |
—
|
| |
15
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
15
|
Bridge facility
|
| |
150
|
| |
—
|
| |
—
|
| |
(150)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
165
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
271
|
|
| |
1 January
2018
|
| |
Financing cash flows
|
| |
Non-cash movements
|
| |
Operating
cash flows
|
| |
31 December
2018
|
||||||||||||||||||
€ millions
|
| |
Proceeds
|
| |
Transaction
costs
|
| |
(Re)payments
|
| |
Equity
component of
convertible bond
|
| |
Additions
of leases
|
| |
Arising on
acquisitions
|
| |
Interest
expense
|
| |
Other
changes
|
| |
Interest
repayment
|
| |||||
Bridge facility
|
| |
—
|
| |
150
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
0
|
| |
—
|
| |
(0)
|
| |
150
|
Total
|
| |
—
|
| |
150
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
0
|
| |
—
|
| |
(0)
|
| |
150
|
(1)
|
Subsequent to the issuance of the Company’s statutory consolidated financial statements, the Company determined that the share-based payment amount disclosed in the footnote ‘Remuneration Management Board’ did not include the expense for the period for the LTIP 2018-2020 and LTIP 2019-2022 and therefore did not reconcile with the expense for the period recorded in the statement of profit or loss. As a result, the share-based payment amount in the disclosure has been adjusted, resulting in an increase of €207k, €181k and €168k for Jitse Groen, Brent Wissink and Jörg Gerbig, respectively.
|
€'000
|
| |
Jitse Groen
(CEO)
|
| |
Brent Wissink
(CFO)
|
| |
Jörg Gerbig
(COO)
|
| |
2019
|
Short-term benefits
|
| |
479
|
| |
438
|
| |
404
|
| |
1,321
|
Post-employment benefits
|
| |
50
|
| |
50
|
| |
46
|
| |
146
|
Share-based payments
|
| |
191
|
| |
176
|
| |
172
|
| |
539
|
Total
|
| |
720
|
| |
664
|
| |
622
|
| |
2,006
|
€'000
|
| |
Jitse Groen
(CEO)
|
| |
Brent Wissink
(CFO)
|
| |
Jörg Gerbig
(COO)
|
| |
2018
|
Short-term benefits
|
| |
431
|
| |
378
|
| |
337
|
| |
1,146
|
Post-employment benefits
|
| |
50
|
| |
50
|
| |
40
|
| |
140
|
Share-based payments
|
| |
104
|
| |
91
|
| |
84
|
| |
279
|
Total
|
| |
585
|
| |
519
|
| |
461
|
| |
1,565
|
€'000
|
| |
2020
|
| |
2019
|
| |
2018
|
Adriaan Nühn (Chairman)
|
| |
115
|
| |
65
|
| |
65
|
Corine Vigreux
|
| |
80
|
| |
50
|
| |
50
|
Ron Teerlink
|
| |
75
|
| |
50
|
| |
50
|
Gwyn Burr
|
| |
68
|
| |
—
|
| |
—
|
Jambu Palaniappan
|
| |
53
|
| |
—
|
| |
—
|
Johannes Reck
|
| |
7
|
| |
38
|
| |
—
|
Sake Bosch
|
| |
—
|
| |
—
|
| |
35
|
Total
|
| |
398
|
| |
203
|
| |
200
|
€ millions
|
| |
2020
|
| |
2019
|
Not later than one year
|
| |
2
|
| |
3
|
Between one and five years
|
| |
14
|
| |
4
|
More than five years
|
| |
—
|
| |
—
|
Closing balance
|
| |
16
|
| |
7
|
Company name
|
| |
Country of incorporation
|
| |
Nature of
business
|
| |
% holding
|
Subsidiary undertakings
|
| |
|
| |
|
| |
|
Takeaway.com Group B.V.
|
| |
The Netherlands
|
| |
Holding
|
| |
100
|
• Takeaway.com Central Core B.V.
|
| |
The Netherlands
|
| |
Operating
|
| |
100
|
• Hello Hungry EAD
|
| |
Bulgaria
|
| |
Holding
|
| |
100
|
• HH Delivery BG EOOD
|
| |
Bulgaria
|
| |
Operating
|
| |
100
|
• BG Menu EOOD
|
| |
Bulgaria
|
| |
Operating
|
| |
100
|
• HelloHungry Delivery S.R.L.
|
| |
Romania
|
| |
Operating
|
| |
100
|
• Hello Hungry S.A.
|
| |
Romania
|
| |
Operating
|
| |
100
|
• Takeaway.com European Operations B.V.
|
| |
The Netherlands
|
| |
Operating
|
| |
100
|
• Takeaway.com European Operations B.V. Belgium branch
|
| |
Belgium
|
| |
Operating
|
| |
Branch
|
• Takeaway.com European Operations Austria branch
|
| |
Austria
|
| |
Operating
|
| |
Branch
|
• Takeaway.com European Operations Portugal branch
|
| |
Portugal
|
| |
Operating
|
| |
Branch
|
• Takeaway.com European Operations Switzerland branch
|
| |
Switzerland
|
| |
Operating
|
| |
Branch
|
• Foodarena AG in liquidation
|
| |
Switzerland
|
| |
In liquidation
|
| |
100
|
• sto2 sp. z.o.o.
|
| |
Poland
|
| |
Operating
|
| |
100
|
• Takeaway.com Belgium Bvba
|
| |
Belgium
|
| |
Dormant
|
| |
100
|
• eat.ch GmbH
|
| |
Switzerland
|
| |
Operating
|
| |
100
|
• Takeaway.com Express Netherlands B.V.
|
| |
The Netherlands
|
| |
Operating
|
| |
100
|
• Takeaway.com Express Italy S.r.l.
|
| |
Italy
|
| |
Operating
|
| |
100
|
• Takeaway.com Express France SAS
|
| |
France
|
| |
Operating
|
| |
100
|
• Takeaway.com Express Denmark ApS
|
| |
Denmark
|
| |
Operating
|
| |
100
|
• Takeaway.com Express UK Limited
|
| |
United Kingdom
|
| |
Operating
|
| |
100
|
• Takeaway Express Spain S.L.
|
| |
Spain
|
| |
Operating
|
| |
100
|
• Takeaway.com Express Poland Sp. z.o.o.
|
| |
Poland
|
| |
Operating
|
| |
100
|
• Biscuit Holdings Israel Ltd.
|
| |
Israel
|
| |
Holding
|
| |
100
|
•10bis.co.il Ltd
|
| |
Israel
|
| |
Operating
|
| |
100
|
• Scoober Tel Aviv Ltd
|
| |
Israel
|
| |
Operating
|
| |
100
|
• Online Ordering Ltd.
|
| |
Israel
|
| |
Dormant
|
| |
100
|
• yd.yourdelivery GmbH
|
| |
Germany
|
| |
Operating
|
| |
100
|
• Takeaway Express GmbH
|
| |
Germany
|
| |
Operating
|
| |
100
|
• Takeaway.com Payments B.V.
|
| |
The Netherlands
|
| |
Operating
|
| |
100
|
Checkers Merger Sub I, Inc
|
| |
USA
|
| |
Operating
|
| |
100
|
Checkers Merger Sub II, Inc
|
| |
USA
|
| |
Operating
|
| |
100
|
Just Eat Limited
|
| |
United Kingdom
|
| |
Holding
|
| |
100
|
• Just Eat Holding Limited
|
| |
United Kingdom
|
| |
Operating
|
| |
100
|
• Just Eat Northern Holdings Limited
|
| |
United Kingdom
|
| |
Holding
|
| |
100
|
• Just Eat Denmark Holding ApS
|
| |
Denmark
|
| |
Holding
|
| |
100
|
• Just Eat.dk ApS
|
| |
Denmark
|
| |
Operating
|
| |
100
|
• Just Eat Host A/S
|
| |
Denmark
|
| |
Holding
|
| |
100
|
• Just Eat.co.uk Limited
|
| |
United Kingdom
|
| |
Operating
|
| |
100
|
Company name
|
| |
Country of incorporation
|
| |
Nature of
business
|
| |
% holding
|
• Hungryhouse Holdings Limited
|
| |
United Kingdom
|
| |
Dormant
|
| |
100
|
• hungryhouse GmbH
|
| |
Germany
|
| |
In liquidation
|
| |
100
|
• Flyt Limited
|
| |
United Kingdom
|
| |
Operating
|
| |
100
|
• Flyt USA Inc
|
| |
USA
|
| |
Operating
|
| |
100
|
• Simbambili Ltd
|
| |
Israel
|
| |
Operating
|
| |
100
|
• Practi Technologies Ltd
|
| |
United Kingdom
|
| |
Operating
|
| |
100
|
• Just Eat.no AS
|
| |
Norway
|
| |
Operating
|
| |
100
|
• City Pantry Ltd
|
| |
United Kingdom
|
| |
Operating
|
| |
100
|
• FBA Invest SAS
|
| |
France
|
| |
Holding
|
| |
80
|
• Eat On Line SA
|
| |
France
|
| |
Operating
|
| |
80
|
• Just-Eat Italy S.r.l.
|
| |
Italy
|
| |
Operating
|
| |
100
|
• Just-Eat.lu SarL
|
| |
Luxembourg
|
| |
Dormant
|
| |
100
|
• Just-Eat Spain S.L.
|
| |
Spain
|
| |
Operating
|
| |
100
|
• Canary Delivery Company S.L.
|
| |
Spain
|
| |
Dormant
|
| |
100
|
• Skipthedishes Restaurant Services Inc.
|
| |
Canada
|
| |
Operating
|
| |
100
|
• Just-Eat Ireland Limited
|
| |
Ireland
|
| |
Operating
|
| |
100
|
• Just Eat Central Holdings Limited
|
| |
United Kingdom
|
| |
Holding
|
| |
100
|
• Eatcity Limited
|
| |
Ireland
|
| |
Holding
|
| |
100
|
• Just Eat (Acquisitions) Holding Limited
|
| |
United Kingdom
|
| |
Holding
|
| |
100
|
• Just Eat (Acquisitions) Pty Limited
|
| |
Australia
|
| |
Holding
|
| |
100
|
• Menulog Group Limited
|
| |
Australia
|
| |
Operating
|
| |
100
|
• Eat Now Services Pty Limited
|
| |
Australia
|
| |
Dormant
|
| |
100
|
• Menulog Pty Limited
|
| |
Australia
|
| |
Operating
|
| |
100
|
• Menulog Limited
|
| |
New Zealand
|
| |
Operating
|
| |
100
|
Joint ventures
|
| |
|
| |
|
| |
|
El Cocinero a Cuerda S.L.
|
| |
Spain
|
| |
In liquidation
|
| |
67
|
Associates
|
| |
|
| |
|
| |
|
iFood Holdings B.V.
|
| |
The Netherlands
|
| |
Holding
|
| |
33
|
IF-JE Holdings B.V.
|
| |
The Netherlands
|
| |
Holding
|
| |
33
|
Jitse Groen
|
| |
Brent Wissink
|
| |
Jörg Gerbig
|
CEO
|
| |
CFO
|
| |
COO
|
|
| |
|
| |
|
Adriaan Nühn
|
| |
Corinne Vigreux
|
| |
Ron Teerlink
|
| |
Gwyn Burr
|
| |
Jambu Palaniappan
|
Chair
|
| |
Vice-Chair
|
| |
|
| |
|
| |
|
| |
|
|
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
|
| |
Notes
|
| |
2019
£m
|
| |
2018
(restated1)
£m
|
Continuing operations
|
| |
|
| |
|
| |
|
Revenue
|
| |
3
|
| |
997.3
|
| |
781.2
|
Order fulfilment costs
|
| |
4
|
| |
(376.7)
|
| |
(214.7)
|
Impairment of goodwill
|
| |
|
| |
(92.3)
|
| |
—
|
Other operating costs
|
| |
4
|
| |
(541.7)
|
| |
(445.8)
|
Share of results of associates and joint ventures
|
| |
14
|
| |
(99.2)
|
| |
(13.7)
|
Other gains and losses
|
| |
7
|
| |
(11.5)
|
| |
0.8
|
Investment revenue
|
| |
8
|
| |
0.6
|
| |
0.4
|
Finance costs
|
| |
8
|
| |
(9.3)
|
| |
(3.1)
|
(Loss)/profit before tax
|
| |
|
| |
(132.8)
|
| |
105.1
|
Taxation
|
| |
9
|
| |
(26.4)
|
| |
(21.8)
|
(Loss)/profit for the year
|
| |
|
| |
(159.2)
|
| |
83.3
|
Attributable to:
|
| |
|
| |
|
| |
|
Equity shareholders
|
| |
|
| |
(159.6)
|
| |
82.7
|
Non-controlling interests
|
| |
|
| |
0.4
|
| |
0.6
|
|
| |
|
| |
(159.2)
|
| |
83.3
|
Earnings per Ordinary share (pence)
|
| |
|
| |
|
| |
|
Basic
|
| |
10
|
| |
(23.4)
|
| |
12.1
|
Diluted
|
| |
10
|
| |
(23.4)
|
| |
12.1
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
2019
£m
|
| |
2018
(restated1)
£m
|
(Loss)/profit for the year
|
| |
(159.2)
|
| |
83.3
|
Items that may be reclassified subsequently to the income statement:
|
| |
|
| |
|
Exchange differences on translation of foreign operations
|
| |
(20.8)
|
| |
(17.2)
|
Other comprehensive loss for the year
|
| |
(20.8)
|
| |
(17.2)
|
Total comprehensive (loss)/income for the year
|
| |
(180.0)
|
| |
66.1
|
Attributable to:
|
| |
|
| |
|
Equity shareholders
|
| |
(180.4)
|
| |
65.5
|
Non-controlling interests
|
| |
0.4
|
| |
0.6
|
Total comprehensive (loss)/income for the year
|
| |
(180.0)
|
| |
66.1
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
Notes
|
| |
31 December
2019
£m
|
| |
31 December
2018
(restated1)
£m
|
| |
1 January
2018
(restated1)
£m
|
Non-current assets
|
| |
|
| |
|
| |
|
| |
|
Goodwill
|
| |
11
|
| |
659.6
|
| |
749.9
|
| |
525.3
|
Other intangible assets
|
| |
12
|
| |
152.7
|
| |
133.4
|
| |
93.2
|
Property, plant and equipment
|
| |
13
|
| |
28.5
|
| |
25.5
|
| |
18.9
|
Right-of-use lease asset
|
| |
20
|
| |
31.9
|
| |
—
|
| |
—
|
Investments in associates and joint ventures
|
| |
14
|
| |
83.0
|
| |
78.9
|
| |
61.2
|
Other investments
|
| |
|
| |
1.3
|
| |
1.0
|
| |
4.2
|
Deferred tax assets
|
| |
9
|
| |
27.9
|
| |
28.9
|
| |
18.1
|
|
| |
|
| |
984.9
|
| |
1,017.6
|
| |
720.9
|
Current assets
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents
|
| |
|
| |
116.2
|
| |
145.8
|
| |
225.2
|
Inventories
|
| |
|
| |
7.1
|
| |
5.5
|
| |
2.8
|
Trade and other receivables
|
| |
15
|
| |
73.2
|
| |
58.1
|
| |
62.6
|
Derivative financial instruments
|
| |
|
| |
—
|
| |
—
|
| |
0.1
|
Current tax assets
|
| |
9
|
| |
14.3
|
| |
0.1
|
| |
0.4
|
|
| |
|
| |
210.8
|
| |
209.5
|
| |
291.1
|
Total assets
|
| |
|
| |
1,195.7
|
| |
1,227.1
|
| |
1,012.0
|
Current liabilities
|
| |
|
| |
|
| |
|
| |
|
Trade and other payables
|
| |
16
|
| |
(189.7)
|
| |
(237.7)
|
| |
(184.9)
|
Derivative financial instruments
|
| |
|
| |
(1.0)
|
| |
(0.3)
|
| |
(0.6)
|
Current tax liabilities
|
| |
9
|
| |
(15.3)
|
| |
(28.8)
|
| |
(36.4)
|
Deferred revenue
|
| |
|
| |
(6.7)
|
| |
(3.1)
|
| |
(3.3)
|
Provisions for liabilities
|
| |
17
|
| |
(27.7)
|
| |
(11.5)
|
| |
(22.5)
|
Lease liabilities
|
| |
20
|
| |
(7.5)
|
| |
—
|
| |
—
|
Borrowings
|
| |
20
|
| |
(0.1)
|
| |
(0.3)
|
| |
(0.4)
|
|
| |
|
| |
(248.0)
|
| |
(281.7)
|
| |
(248.1)
|
Net current liabilities
|
| |
|
| |
(37.2)
|
| |
(72.2)
|
| |
43.0
|
Non-current liabilities
|
| |
|
| |
|
| |
|
| |
|
Deferred tax liabilities
|
| |
9
|
| |
(21.6)
|
| |
(20.6)
|
| |
(18.2)
|
Deferred revenue
|
| |
|
| |
(2.7)
|
| |
(3.9)
|
| |
(0.8)
|
Provisions for liabilities
|
| |
17
|
| |
(4.6)
|
| |
(20.8)
|
| |
(20.2)
|
Lease liabilities
|
| |
20
|
| |
(25.2)
|
| |
—
|
| |
—
|
Borrowings
|
| |
20
|
| |
(259.9)
|
| |
(102.4)
|
| |
(0.3)
|
|
| |
|
| |
(314.0)
|
| |
(147.7)
|
| |
(39.5)
|
Total liabilities
|
| |
|
| |
(562.0)
|
| |
(429.4)
|
| |
(287.6)
|
Net assets
|
| |
|
| |
633.7
|
| |
797.7
|
| |
724.4
|
Equity
|
| |
|
| |
|
| |
|
| |
|
Share capital
|
| |
21
|
| |
6.8
|
| |
6.8
|
| |
6.8
|
Share premium
|
| |
21
|
| |
564.7
|
| |
563.4
|
| |
562.7
|
Retained earnings
|
| |
21
|
| |
17.5
|
| |
163.5
|
| |
73.5
|
Translation reserve
|
| |
21
|
| |
47.4
|
| |
68.2
|
| |
85.4
|
Other reserves
|
| |
21
|
| |
(4.9)
|
| |
(6.0)
|
| |
(5.2)
|
Equity attributable to shareholders of the Company
|
| |
|
| |
631.5
|
| |
795.9
|
| |
723.2
|
Non-controlling interests
|
| |
22
|
| |
2.2
|
| |
1.8
|
| |
1.2
|
Total equity
|
| |
|
| |
633.7
|
| |
797.7
|
| |
724.4
|
1.
|
Restated to deconsolidate Mexico. In addition, the Group’s accounting policy for amounts held by Payment Service Providers was changed in the year, resulting in a reclassification from cash and cash equivalents to trade and other receivables in the prior year. Both items are described in Note 2.
|
|
| |
Share
capital
£m
|
| |
Share
premium
account
£m
|
| |
Retained
earnings
£m
|
| |
Translation
reserve
£m
|
| |
Other
reserves
£m
|
| |
Equity
attributable to
shareholders
of the
Company
£m
|
| |
Non-
controlling
interest
£m
|
| |
Total
equity
£m
|
As at 1 January 2018 (restated1)
|
| |
6.8
|
| |
562.7
|
| |
73.5
|
| |
85.4
|
| |
(5.2)
|
| |
723.2
|
| |
1.2
|
| |
724.4
|
Profit for the year
|
| |
—
|
| |
—
|
| |
82.7
|
| |
—
|
| |
—
|
| |
82.7
|
| |
0.6
|
| |
83.3
|
Other comprehensive loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(17.2)
|
| |
—
|
| |
(17.2)
|
| |
—
|
| |
(17.2)
|
Total comprehensive income for the year
|
| |
—
|
| |
—
|
| |
82.7
|
| |
(17.2)
|
| |
—
|
| |
65.5
|
| |
0.6
|
| |
66.1
|
Share based payment charge
|
| |
—
|
| |
—
|
| |
7.3
|
| |
—
|
| |
—
|
| |
7.3
|
| |
—
|
| |
7.3
|
Exercise of share awards
|
| |
—
|
| |
0.7
|
| |
0.6
|
| |
—
|
| |
(0.8)
|
| |
0.5
|
| |
—
|
| |
0.5
|
Tax on share awards
|
| |
—
|
| |
—
|
| |
(0.6)
|
| |
—
|
| |
—
|
| |
(0.6)
|
| |
—
|
| |
(0.6)
|
As at 31 December 2018 (restated1)
|
| |
6.8
|
| |
563.4
|
| |
163.5
|
| |
68.2
|
| |
(6.0)
|
| |
795.9
|
| |
1.8
|
| |
797.7
|
Impact of adoption of IFRS16
|
| |
—
|
| |
—
|
| |
4.8
|
| |
—
|
| |
—
|
| |
4.8
|
| |
—
|
| |
4.8
|
Tax impact of adoption of IFRS16
|
| |
—
|
| |
—
|
| |
(0.8)
|
| |
—
|
| |
—
|
| |
(0.8)
|
| |
—
|
| |
(0.8)
|
As at 1 January 2019, adjusted
|
| |
6.8
|
| |
563.4
|
| |
167.5
|
| |
68.2
|
| |
(6.0)
|
| |
799.9
|
| |
1.8
|
| |
801.7
|
Loss for the year
|
| |
—
|
| |
—
|
| |
(159.6)
|
| |
—
|
| |
—
|
| |
(159.6)
|
| |
0.4
|
| |
(159.2)
|
Other comprehensive loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(20.8)
|
| |
—
|
| |
(20.8)
|
| |
—
|
| |
(20.8)
|
Total comprehensive loss for the year
|
| |
—
|
| |
—
|
| |
(159.6)
|
| |
(20.8)
|
| |
—
|
| |
(180.4)
|
| |
0.4
|
| |
(180.0)
|
Share based payment charge
|
| |
—
|
| |
—
|
| |
8.0
|
| |
—
|
| |
—
|
| |
8.0
|
| |
—
|
| |
8.0
|
Exercise of share awards
|
| |
—
|
| |
1.3
|
| |
—
|
| |
—
|
| |
1.1
|
| |
2.4
|
| |
—
|
| |
2.4
|
Tax on share awards
|
| |
—
|
| |
—
|
| |
1.6
|
| |
—
|
| |
—
|
| |
1.6
|
| |
—
|
| |
1.6
|
As at 31 December 2019
|
| |
6.8
|
| |
564.7
|
| |
17.5
|
| |
47.4
|
| |
(4.9)
|
| |
631.5
|
| |
2.2
|
| |
633.7
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
2019
£m
|
| |
2018
(restated1)
£m
|
(Loss)/profit for the year
|
| |
(159.2)
|
| |
83.3
|
Adjustments for:
|
| |
|
| |
|
Impairment of goodwill
|
| |
92.3
|
| |
—
|
Impairment of property, plant & equipment
|
| |
2.0
|
| |
—
|
Amortisation of intangible assets
|
| |
54.1
|
| |
36.8
|
Depreciation of property, plant and equipment
|
| |
17.1
|
| |
11.9
|
Depreciation of right-of-use lease asset
|
| |
8.6
|
| |
—
|
Loss on disposal of property, plant and equipment and intangible assets
|
| |
1.1
|
| |
1.9
|
Decrease in provisions
|
| |
—
|
| |
(0.8)
|
Non-cash share based payment charges, including social security costs
|
| |
9.8
|
| |
8.0
|
Share of results of associates and joint ventures recognised in profit or loss
|
| |
99.2
|
| |
13.7
|
Other gains and losses recognised in profit or loss
|
| |
11.5
|
| |
(0.8)
|
Investment revenue recognised in profit or loss
|
| |
(0.6)
|
| |
(0.4)
|
Finance costs recognised in profit or loss
|
| |
9.3
|
| |
3.1
|
Taxation recognised in profit or loss
|
| |
26.4
|
| |
21.8
|
|
| |
171.6
|
| |
178.5
|
Increase in inventories
|
| |
(1.7)
|
| |
(2.8)
|
Increase in receivables
|
| |
(15.7)
|
| |
(3.7)
|
Increase in payables
|
| |
5.3
|
| |
36.5
|
Increase in deferred revenue
|
| |
2.4
|
| |
2.7
|
Net cash generated by operations
|
| |
161.9
|
| |
211.2
|
Interest paid
|
| |
(5.1)
|
| |
(1.5)
|
Facility fees paid
|
| |
(0.4)
|
| |
(1.3)
|
Income taxes paid
|
| |
(55.6)
|
| |
(37.5)
|
Net cash from operating activities
|
| |
100.8
|
| |
170.9
|
Investing activities
|
| |
|
| |
|
Acquisition of subsidiary businesses
|
| |
(101.2)
|
| |
(252.5)
|
Acquisition of interests in associates
|
| |
—
|
| |
(12.4)
|
Funding provided to associates and joint ventures
|
| |
(103.7)
|
| |
(41.8)
|
Purchase of intangible assets
|
| |
(52.3)
|
| |
(30.8)
|
Purchase of property, plant and equipment
|
| |
(23.2)
|
| |
(19.9)
|
Cash received on exit of US business
|
| |
2.8
|
| |
—
|
Cash received on disposal of investments
|
| |
1.8
|
| |
—
|
Cash paid for investments
|
| |
(1.3)
|
| |
—
|
Interest received
|
| |
0.6
|
| |
0.4
|
Net cash used in investing activities
|
| |
(276.5)
|
| |
(357.0)
|
Financing activities
|
| |
|
| |
|
Draw down of borrowings
|
| |
228.1
|
| |
185.0
|
Repayment of borrowings
|
| |
(71.0)
|
| |
(80.0)
|
Capital payments on IFRS16 leases
|
| |
(5.9)
|
| |
—
|
Proceeds from exercise of options and awards
|
| |
—
|
| |
1.1
|
Net cash generated from financing activities
|
| |
151.2
|
| |
106.1
|
Net decrease in cash and cash equivalents
|
| |
(24.5)
|
| |
(80.0)
|
Cash and cash equivalents at beginning of the year
|
| |
145.8
|
| |
225.2
|
Effect of changes in foreign exchange rates
|
| |
(5.1)
|
| |
0.6
|
Cash and cash equivalents at end of the year
|
| |
116.2
|
| |
145.8
|
1.
|
Restated to deconsolidate Mexico and change in policy to use (loss)/profit for the year as the starting point for the presentation of operating cash flows. In addition, the Group’s accounting policy for amounts held by Payment Service Providers was changed in the year, resulting in a reclassification from cash and cash equivalents to trade and other receivables in the prior year. Both items are described in Note 2.
|
•
|
In April 2020, Just Eat Takeaway.com N.V. announced that it had raised €400 million by way of a placing of ordinary shares of Just Eat Takeaway.com N.V. and €300 million in the form of a convertible bond.
|
•
|
In May 2020, Just Eat Takeaway.com N.V. injected €350 million by way of a capital contribution into Just Eat Limited. Following this, the Group’s Revolving Credit Facility (“RCF”) has been fully paid down.
|
•
|
Future funding of the Group is expected to come from Just Eat Takeaway.com N.V., rather than the Group’s RCF, which will be extended to include companies in the wider Just Eat Takeaway.com Group in the coming weeks.
|
|
| |
2018
as reported
£m
|
| |
Deconsolidation
of Mexico
£m
|
| |
2018
as restated
£m
|
Continuing operations
|
| |
|
| |
|
| |
|
Revenue
|
| |
779.5
|
| |
1.7
|
| |
781.2
|
Order fulfilment costs
|
| |
(216.9)
|
| |
2.2
|
| |
(214.7)
|
Other operating costs
|
| |
(452.3)
|
| |
6.5
|
| |
(445.8)
|
Share of results of associates and joint ventures
|
| |
(6.7)
|
| |
(7.0)
|
| |
(13.7)
|
Other gains and losses
|
| |
0.8
|
| |
—
|
| |
0.8
|
Investment revenue
|
| |
0.4
|
| |
—
|
| |
0.4
|
Finance costs
|
| |
(3.1)
|
| |
—
|
| |
(3.1)
|
Profit before tax
|
| |
101.7
|
| |
3.4
|
| |
105.1
|
Taxation
|
| |
(21.8)
|
| |
—
|
| |
(21.8)
|
Profit for the year
|
| |
79.9
|
| |
3.4
|
| |
83.3
|
Attributable to:
|
| |
|
| |
|
| |
|
Equity shareholders
|
| |
82.7
|
| |
—
|
| |
82.7
|
Non-controlling interests
|
| |
(2.8)
|
| |
3.4
|
| |
0.6
|
|
| |
79.9
|
| |
3.4
|
| |
83.3
|
Earnings per ordinary share (pence)
|
| |
|
| |
|
| |
|
Basic
|
| |
12.1
|
| |
—
|
| |
12.1
|
Diluted
|
| |
12.1
|
| |
—
|
| |
12.1
|
|
| |
31 December
2018
as reported
£m
|
| |
Deconsolidation
of Mexico
£m
|
| |
Reclassification
of amounts held
by Payment
Service
Providers
£m
|
| |
31 December
2018
as restated
£m
|
Non-current assets
|
| |
|
| |
|
| |
|
| |
|
Goodwill
|
| |
770.7
|
| |
(20.8)
|
| |
—
|
| |
749.9
|
Other intangible assets
|
| |
136.9
|
| |
(3.5)
|
| |
—
|
| |
133.4
|
Property, plant and equipment
|
| |
25.9
|
| |
(0.4)
|
| |
—
|
| |
25.5
|
Investments in associates and joint ventures
|
| |
54.6
|
| |
24.3
|
| |
—
|
| |
78.9
|
Other investments
|
| |
1.0
|
| |
—
|
| |
—
|
| |
1.0
|
Deferred tax assets
|
| |
28.9
|
| |
—
|
| |
—
|
| |
28.9
|
|
| |
1,018.0
|
| |
(0.4)
|
| |
—
|
| |
1,017.6
|
Current assets
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents
|
| |
185.9
|
| |
(3.0)
|
| |
(37.1)
|
| |
145.8
|
Inventories
|
| |
5.5
|
| |
—
|
| |
—
|
| |
5.5
|
Trade and other receivables
|
| |
24.2
|
| |
(3.2)
|
| |
37.1
|
| |
58.1
|
Current tax assets
|
| |
0.1
|
| |
—
|
| |
—
|
| |
0.1
|
|
| |
215.7
|
| |
(6.2)
|
| |
—
|
| |
209.5
|
Total assets
|
| |
1,233.7
|
| |
(6.6)
|
| |
—
|
| |
1,227.1
|
Current liabilities
|
| |
|
| |
|
| |
|
| |
|
Trade and other payables
|
| |
(240.1)
|
| |
2.4
|
| |
—
|
| |
(237.7)
|
Derivative financial instruments
|
| |
(0.3)
|
| |
—
|
| |
—
|
| |
(0.3)
|
Current tax liabilities
|
| |
(28.8)
|
| |
—
|
| |
—
|
| |
(28.8)
|
Deferred revenue
|
| |
(3.1)
|
| |
—
|
| |
—
|
| |
(3.1)
|
Provisions for liabilities
|
| |
(11.5)
|
| |
—
|
| |
—
|
| |
(11.5)
|
Borrowings
|
| |
(0.3)
|
| |
—
|
| |
—
|
| |
(0.3)
|
|
| |
(284.1)
|
| |
2.4
|
| |
—
|
| |
(281.7)
|
Net current liabilities
|
| |
(68.4)
|
| |
(3.8)
|
| |
—
|
| |
(72.2)
|
Non-current liabilities
|
| |
|
| |
|
| |
|
| |
|
Deferred tax liabilities
|
| |
(20.6)
|
| |
—
|
| |
—
|
| |
(20.6)
|
Deferred revenue
|
| |
(3.9)
|
| |
—
|
| |
—
|
| |
(3.9)
|
Provisions for liabilities
|
| |
(20.8)
|
| |
—
|
| |
—
|
| |
(20.8)
|
Borrowings
|
| |
(102.4)
|
| |
—
|
| |
—
|
| |
(102.4)
|
|
| |
(147.7)
|
| |
—
|
| |
—
|
| |
(147.7)
|
Total liabilities
|
| |
(431.8)
|
| |
2.4
|
| |
—
|
| |
(429.4)
|
Net assets
|
| |
801.9
|
| |
(4.2)
|
| |
—
|
| |
797.7
|
Equity
|
| |
|
| |
|
| |
|
| |
|
Share capital
|
| |
6.8
|
| |
—
|
| |
—
|
| |
6.8
|
Share premium
|
| |
563.4
|
| |
—
|
| |
—
|
| |
563.4
|
Retained earnings
|
| |
155.9
|
| |
7.6
|
| |
—
|
| |
163.5
|
Translation reserve
|
| |
70.8
|
| |
(2.6)
|
| |
—
|
| |
68.2
|
Other reserves
|
| |
(6.0)
|
| |
—
|
| |
—
|
| |
(6.0)
|
Equity attributable to shareholders of the Company
|
| |
790.9
|
| |
5.0
|
| |
—
|
| |
795.9
|
Non-controlling interests
|
| |
11.0
|
| |
(9.2)
|
| |
—
|
| |
1.8
|
Total equity
|
| |
801.9
|
| |
(4.2)
|
| |
—
|
| |
797.7
|
|
| |
1 January
2018
as reported
£m
|
| |
Deconsolidation
of Mexico
£m
|
| |
Reclassification
of amounts held
by Payment
Service
Providers
£m
|
| |
1 January
2018
as restated
£m
|
Non-current assets
|
| |
|
| |
|
| |
|
| |
|
Goodwill
|
| |
544.9
|
| |
(19.6)
|
| |
—
|
| |
525.3
|
Other intangible assets
|
| |
94.5
|
| |
(1.3)
|
| |
—
|
| |
93.2
|
Property, plant and equipment
|
| |
19.0
|
| |
(0.1)
|
| |
—
|
| |
18.9
|
Investments in associates and joint ventures
|
| |
41.4
|
| |
19.8
|
| |
—
|
| |
61.2
|
Other investments
|
| |
4.2
|
| |
—
|
| |
—
|
| |
4.2
|
Deferred tax assets
|
| |
18.1
|
| |
—
|
| |
—
|
| |
18.1
|
|
| |
722.1
|
| |
(1.2)
|
| |
—
|
| |
720.9
|
Current assets
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents
|
| |
265.1
|
| |
(0.9)
|
| |
(39.0)
|
| |
225.2
|
Inventories
|
| |
2.8
|
| |
—
|
| |
—
|
| |
2.8
|
Trade and other receivables
|
| |
24.2
|
| |
(0.6)
|
| |
39.0
|
| |
62.6
|
Derivative financial instruments
|
| |
0.1
|
| |
—
|
| |
—
|
| |
0.1
|
Current tax assets
|
| |
0.4
|
| |
—
|
| |
—
|
| |
0.4
|
|
| |
292.6
|
| |
(1.5)
|
| |
—
|
| |
291.1
|
Total assets
|
| |
1,014.7
|
| |
(2.7)
|
| |
—
|
| |
1,012.0
|
Current liabilities
|
| |
|
| |
|
| |
|
| |
|
Trade and other payables
|
| |
(185.2)
|
| |
0.3
|
| |
—
|
| |
(184.9)
|
Derivative financial instruments
|
| |
(0.6)
|
| |
—
|
| |
—
|
| |
(0.6)
|
Current tax liabilities
|
| |
(36.4)
|
| |
—
|
| |
—
|
| |
(36.4)
|
Deferred revenue
|
| |
(3.3)
|
| |
—
|
| |
—
|
| |
(3.3)
|
Provisions for liabilities
|
| |
(22.6)
|
| |
0.1
|
| |
—
|
| |
(22.5)
|
Borrowings
|
| |
(0.4)
|
| |
—
|
| |
—
|
| |
(0.4)
|
|
| |
(248.5)
|
| |
0.4
|
| |
—
|
| |
(248.1)
|
Net current liabilities
|
| |
44.1
|
| |
(1.1)
|
| |
—
|
| |
43.0
|
Non-current liabilities
|
| |
|
| |
|
| |
|
| |
|
Deferred tax liabilities
|
| |
(18.2)
|
| |
—
|
| |
—
|
| |
(18.2)
|
Deferred revenue
|
| |
(0.8)
|
| |
—
|
| |
—
|
| |
(0.8)
|
Provisions for liabilities
|
| |
(20.2)
|
| |
—
|
| |
—
|
| |
(20.2)
|
Borrowings
|
| |
(0.3)
|
| |
—
|
| |
—
|
| |
(0.3)
|
|
| |
(39.5)
|
| |
—
|
| |
—
|
| |
(39.5)
|
Total liabilities
|
| |
(288.0)
|
| |
0.4
|
| |
—
|
| |
(287.6)
|
Net assets
|
| |
726.7
|
| |
(2.3)
|
| |
—
|
| |
724.4
|
Equity
|
| |
|
| |
|
| |
|
| |
|
Share capital
|
| |
6.8
|
| |
—
|
| |
—
|
| |
6.8
|
Share premium
|
| |
562.7
|
| |
—
|
| |
—
|
| |
562.7
|
Retained earnings
|
| |
65.9
|
| |
7.6
|
| |
—
|
| |
73.5
|
Translation reserve
|
| |
88.3
|
| |
(2.9)
|
| |
—
|
| |
85.4
|
Other reserves
|
| |
(5.2)
|
| |
—
|
| |
—
|
| |
(5.2)
|
Equity attributable to shareholders of the Company
|
| |
718.5
|
| |
4.7
|
| |
—
|
| |
723.2
|
Non-controlling interests
|
| |
8.2
|
| |
(7.0)
|
| |
—
|
| |
1.2
|
Total equity
|
| |
726.7
|
| |
(2.3)
|
| |
—
|
| |
724.4
|
|
| |
2018
as reported
£m
|
| |
Deconsolidation
of Mexico
£m
|
| |
Reclassification
of amounts held
by Payment
Service
Providers
£m
|
| |
Reclassification
of cash flow
presentation
£m
|
| |
2018
as restated
£m
|
Operating profit/Profit for the year
|
| |
110.3
|
| |
10.4
|
| |
—
|
| |
(37.4)
|
| |
83.3
|
Adjustments for:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Amortisation of intangible assets
|
| |
37.2
|
| |
(0.4)
|
| |
—
|
| |
—
|
| |
36.8
|
Depreciation of property, plant and equipment
|
| |
12.0
|
| |
(0.1)
|
| |
—
|
| |
—
|
| |
11.9
|
Loss on disposal of property, plant and equipment and intangible assets
|
| |
1.9
|
| |
—
|
| |
—
|
| |
—
|
| |
1.9
|
Decrease in provisions
|
| |
(0.8)
|
| |
—
|
| |
—
|
| |
—
|
| |
(0.8)
|
Non-cash share based payment charges, including social security costs
|
| |
8.0
|
| |
—
|
| |
—
|
| |
—
|
| |
8.0
|
Share of results of associates and joint ventures recognised in profit or loss
|
| |
—
|
| |
—
|
| |
—
|
| |
13.7
|
| |
13.7
|
Other gains and losses recognised in profit or loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(0.8)
|
| |
(0.8)
|
Investment revenue recognised in profit or loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(0.4)
|
| |
(0.4)
|
Finance costs recognised in profit or loss
|
| |
—
|
| |
—
|
| |
—
|
| |
3.1
|
| |
3.1
|
Taxation recognised in profit or loss
|
| |
—
|
| |
—
|
| |
—
|
| |
21.8
|
| |
21.8
|
|
| |
168.6
|
| |
9.9
|
| |
—
|
| |
—
|
| |
178.5
|
Increase in inventories
|
| |
(2.8)
|
| |
—
|
| |
—
|
| |
—
|
| |
(2.8)
|
Increase in receivables
|
| |
(8.3)
|
| |
2.7
|
| |
1.9
|
| |
—
|
| |
(3.7)
|
Increase in payables
|
| |
37.4
|
| |
(0.9)
|
| |
—
|
| |
—
|
| |
36.5
|
Increase in deferred revenue
|
| |
2.7
|
| |
—
|
| |
—
|
| |
—
|
| |
2.7
|
Net cash generated by operations
|
| |
197.6
|
| |
11.7
|
| |
1.9
|
| |
—
|
| |
211.2
|
Interest paid
|
| |
(1.5)
|
| |
—
|
| |
—
|
| |
—
|
| |
(1.5)
|
Facility fees paid
|
| |
(1.3)
|
| |
—
|
| |
—
|
| |
—
|
| |
(1.3)
|
Income taxes paid
|
| |
(37.5)
|
| |
—
|
| |
—
|
| |
—
|
| |
(37.5)
|
Net cash from operating activities
|
| |
157.3
|
| |
11.7
|
| |
1.9
|
| |
—
|
| |
170.9
|
Investing activities
|
| |
|
| |
|
| |
|
| |
|
| |
|
Acquisition of subsidiary businesses
|
| |
(252.5)
|
| |
—
|
| |
—
|
| |
—
|
| |
(252.5)
|
Acquisition of interests in associates
|
| |
(12.4)
|
| |
—
|
| |
—
|
| |
—
|
| |
(12.4)
|
Funding provided to associates
|
| |
(30.6)
|
| |
(11.2)
|
| |
—
|
| |
—
|
| |
(41.8)
|
Purchase of intangible assets
|
| |
(33.3)
|
| |
2.5
|
| |
—
|
| |
—
|
| |
(30.8)
|
Purchase of property, plant and equipment
|
| |
(20.3)
|
| |
0.4
|
| |
—
|
| |
—
|
| |
(19.9)
|
Interest received
|
| |
0.4
|
| |
—
|
| |
—
|
| |
—
|
| |
0.4
|
Net cash used in investing activities
|
| |
(348.7)
|
| |
(8.3)
|
| |
—
|
| |
—
|
| |
(357.0)
|
Financing activities
|
| |
|
| |
|
| |
|
| |
|
| |
|
Draw down of borrowings
|
| |
185.0
|
| |
—
|
| |
—
|
| |
—
|
| |
185.0
|
Repayment of borrowings
|
| |
(80.0)
|
| |
—
|
| |
—
|
| |
—
|
| |
(80.0)
|
Funding received from NCI
|
| |
5.4
|
| |
(5.4)
|
| |
—
|
| |
—
|
| |
—
|
Proceeds from exercise of options and awards
|
| |
1.1
|
| |
—
|
| |
—
|
| |
—
|
| |
1.1
|
Net cash generated from financing activities
|
| |
111.5
|
| |
(5.4)
|
| |
—
|
| |
—
|
| |
106.1
|
Net decrease in cash and cash equivalents
|
| |
(79.9)
|
| |
(2.0)
|
| |
1.9
|
| |
—
|
| |
(80.0)
|
Cash and cash equivalents at beginning of the year
|
| |
265.1
|
| |
(0.9)
|
| |
(39.0)
|
| |
—
|
| |
225.2
|
Effect of changes in foreign exchange rates
|
| |
0.7
|
| |
(0.1)
|
| |
—
|
| |
—
|
| |
0.6
|
Cash and cash equivalents at end of the year
|
| |
185.9
|
| |
(3.0)
|
| |
(37.1)
|
| |
—
|
| |
145.8
|
|
| |
31 December
2018
as reported
£m
|
| |
Deconsolidation
of Mexico
£m
|
| |
Reclassification
of amounts held
by Payment
Service
Providers
£m
|
| |
31 December
2018
as restated
£m
|
Trade receivables
|
| |
4.1
|
| |
(0.1)
|
| |
—
|
| |
4.0
|
Amounts held by Payment Service Providers
|
| |
—
|
| |
—
|
| |
37.1
|
| |
37.1
|
Other receivables
|
| |
6.4
|
| |
(2.8)
|
| |
—
|
| |
3.6
|
Prepayments
|
| |
13.5
|
| |
(0.3)
|
| |
—
|
| |
13.2
|
Accrued revenue
|
| |
0.2
|
| |
—
|
| |
—
|
| |
0.2
|
Current trade and other receivables
|
| |
24.2
|
| |
(3.2)
|
| |
37.1
|
| |
58.1
|
|
| |
31 December
2018
as reported
£m
|
| |
Deconsolidation
of Mexico
£m
|
| |
31 December
2018
as restated
£m
|
Trade payables
|
| |
17.1
|
| |
(0.1)
|
| |
17.0
|
Amounts due to Restaurant Partners
|
| |
79.7
|
| |
(0.9)
|
| |
78.8
|
Deferred consideration
|
| |
28.0
|
| |
—
|
| |
28.0
|
Other payables and accruals
|
| |
102.1
|
| |
(4.5)
|
| |
97.6
|
Other taxes and social security
|
| |
13.2
|
| |
3.1
|
| |
16.3
|
Total trade and other payables
|
| |
240.1
|
| |
(2.4)
|
| |
237.7
|
|
| |
1 January
2018
as reported
£m
|
| |
Deconsolidation
of Mexico
£m
|
| |
Reclassification
of amounts held
by Payment
Service
Providers
£m
|
| |
1 January
2018
as restated
£m
|
Trade receivables
|
| |
2.1
|
| |
(0.1)
|
| |
—
|
| |
2.0
|
Amounts held by Payment Service Providers
|
| |
4.4
|
| |
—
|
| |
39.0
|
| |
43.4
|
Other receivables
|
| |
6.0
|
| |
(0.3)
|
| |
—
|
| |
5.7
|
Prepayments
|
| |
11.7
|
| |
(0.2)
|
| |
—
|
| |
11.5
|
Accrued revenue
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Current trade and other receivables
|
| |
24.2
|
| |
(0.6)
|
| |
39.0
|
| |
62.6
|
|
| |
1 January
2018
as reported
£m
|
| |
Deconsolidation
of Mexico
£m
|
| |
1 January
2018
as restated
£m
|
Trade payables
|
| |
12.6
|
| |
(0.2)
|
| |
12.4
|
Amounts due to Restaurant Partners
|
| |
51.5
|
| |
(0.4)
|
| |
51.1
|
Deferred consideration
|
| |
24.6
|
| |
—
|
| |
24.6
|
Other payables and accruals
|
| |
80.8
|
| |
(1.3)
|
| |
79.5
|
Other taxes and social security
|
| |
15.7
|
| |
1.6
|
| |
17.3
|
Total trade and other payables
|
| |
185.2
|
| |
(0.3)
|
| |
184.9
|
•
|
Transactions in currencies other than that entity’s functional currency (“foreign currencies”) are recognised at the rates of exchange prevailing on the dates of the transactions.
|
•
|
At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date.
|
•
|
Foreign currency-denominated non-monetary items carried at fair value are translated at the rates prevailing at the date when the fair value was determined.
|
•
|
Foreign currency-denominated non-monetary items measured in terms of historical cost are translated at the rates prevailing at the date the historical cost was measured. Non-monetary items are not retranslated.
|
•
|
Exchange differences are recognised in the income statement in the year in which they arise, except for exchange differences on monetary items receivable or payable to a foreign operation where settlement is neither planned nor likely to occur in the foreseeable future (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified to profit or loss on disposal of the net investment.
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
2019
£m
|
| |
2018
(restated1)
£m
|
Staff remuneration (see Note 5)
|
| |
183.7
|
| |
133.5
|
Other staff costs
|
| |
36.4
|
| |
29.6
|
Total staff costs
|
| |
220.1
|
| |
163.1
|
Marketing
|
| |
151.5
|
| |
143.7
|
Acquisition related intangible asset amortisation
|
| |
31.4
|
| |
23.4
|
Amortisation of other intangible assets, excluding acquisition related assets
|
| |
22.7
|
| |
13.4
|
Depreciation of property, plant & equipment
|
| |
17.1
|
| |
11.9
|
Impairment of property, plant & equipment
|
| |
2.0
|
| |
—
|
Depreciation of right-of-use lease asset
|
| |
8.6
|
| |
—
|
Loss on disposal of property, plant and equipment and intangible assets
|
| |
1.1
|
| |
1.9
|
M&A transaction costs
|
| |
23.5
|
| |
3.0
|
Acquisition integration costs
|
| |
0.7
|
| |
11.8
|
Target operating model restructuring
|
| |
1.2
|
| |
—
|
Net foreign exchange losses/(gains)
|
| |
3.4
|
| |
(2.5)
|
Other costs
|
| |
58.4
|
| |
76.1
|
Total other operating costs
|
| |
541.7
|
| |
445.8
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
2019
£m
|
| |
2018
(restated1)
£m
|
Wages and salaries
|
| |
145.2
|
| |
107.8
|
Social security costs
|
| |
17.8
|
| |
12.3
|
Pension costs
|
| |
8.3
|
| |
5.4
|
Share based payment charges (see Note 6)
|
| |
12.4
|
| |
8.0
|
Total staff remuneration
|
| |
183.7
|
| |
133.5
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
2019
£m
|
| |
2018
£m
|
Share based incentive charge, as recognised in the Consolidated Statement of Changes in Equity
|
| |
8.0
|
| |
7.3
|
Cash settled share based payment charge
|
| |
2.6
|
| |
—
|
Employer’s social security costs on the exercise of options
|
| |
1.8
|
| |
0.7
|
Total share based payment charges, including social security costs
|
| |
12.4
|
| |
8.0
|
|
| |
2019
Number of
share awards
|
| |
2018
Number of
share awards
|
Performance Share Plan
|
| |
4,830,936
|
| |
4,729,800
|
Sharesave Plan
|
| |
664,793
|
| |
1,027,070
|
Share Incentive Plan
|
| |
52,734
|
| |
90,150
|
Enterprise Management Incentive Scheme and Company Share Option Plan
|
| |
482,454
|
| |
1,277,227
|
Joint Share Ownership Plan1
|
| |
534,480
|
| |
737,238
|
|
| |
6,565,397
|
| |
7,861,485
|
1.
|
No share options arise; awards are restricted interests in Ordinary shares.
|
|
| |
Performance
Share Plan
|
| |
Sharesave Plan
|
| |
Enterprise
Management
Incentive
Scheme and
Company Share
Option Plan
|
| |
Joint Share
Ownership Plan1
|
||||||||||||
|
| |
Number of
share
options
|
| |
Weighted
average
exercise price
(pence)
|
| |
Number of
share
options
|
| |
Weighted
average
exercise price
(pence)
|
| |
Number of
share
options
|
| |
Weighted
average
exercise price
(pence)
|
| |
Number of
share
options
|
| |
Weighted
average
exercise price
(pence)
|
Outstanding
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
As at 1 January 2018
|
| |
4,010,765
|
| |
—
|
| |
1,046,597
|
| |
413
|
| |
1,664,125
|
| |
37
|
| |
1,418,013
|
| |
50
|
Granted
|
| |
2,189,868
|
| |
—
|
| |
293,960
|
| |
156
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Forfeited
|
| |
(951,041)
|
| |
—
|
| |
(128,816)
|
| |
—
|
| |
(663)
|
| |
—
|
| |
—
|
| |
—
|
Exercised
|
| |
(519,792)
|
| |
—
|
| |
(184,671)
|
| |
309
|
| |
(386,235)
|
| |
44
|
| |
(680,775)
|
| |
—
|
As at 31 December 2018
|
| |
4,729,800
|
| |
—
|
| |
1,027,070
|
| |
413
|
| |
1,277,227
|
| |
35
|
| |
737,238
|
| |
30
|
Granted
|
| |
2,337,096
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Forfeited
|
| |
(1,278,943)
|
| |
—
|
| |
(77,322)
|
| |
438
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Exercised
|
| |
(957,017)
|
| |
—
|
| |
(284,955)
|
| |
299
|
| |
(794,773)
|
| |
35
|
| |
(202,758)
|
| |
40
|
As at 31 December 2019
|
| |
4,830,936
|
| |
—
|
| |
664,793
|
| |
526
|
| |
482,454
|
| |
36
|
| |
534,480
|
| |
25
|
1.
|
No share options arise; awards are restricted interests in Ordinary shares.
|
|
| |
Performance
Share Plan
|
| |
Sharesave Plan
|
| |
Enterprise Management
Incentive Scheme and
Company Share Option Plan
|
| |
Joint Share
Ownership Plan1
|
||||||||||||
|
| |
Years
|
| |
Pence
|
| |
Years
|
| |
Pence
|
| |
Years
|
| |
Pence
|
| |
Years
|
| |
Pence
|
Weighted average remaining life
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
As at 31 December 2018
|
| |
8.5
|
| |
|
| |
1.4
|
| |
|
| |
5.7
|
| |
|
| |
5.0
|
| |
|
As at 31 December 2019
|
| |
8.0
|
| |
|
| |
1.4
|
| |
|
| |
3.8
|
| |
|
| |
4.0
|
| |
|
Fair value of options granted
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Year ended 31 December 2018
|
| |
|
| |
572
|
| |
|
| |
N/A
|
| |
|
| |
N/A
|
| |
|
| |
N/A
|
Year ended 31 December 2019
|
| |
|
| |
676
|
| |
|
| |
N/A
|
| |
|
| |
N/A
|
| |
|
| |
N/A
|
Exercise date weighted average share price
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Year ended 31 December 2018
|
| |
|
| |
753
|
| |
|
| |
749
|
| |
|
| |
749
|
| |
|
| |
799
|
Year ended 31 December 2019
|
| |
|
| |
738
|
| |
|
| |
735
|
| |
|
| |
722
|
| |
|
| |
766
|
1.
|
No share options arise; awards are restricted interests in Ordinary shares.
|
|
| |
2019
£m
|
| |
2018
£m
|
|
| |
PSP awards
|
| |
PSP awards
|
Share price
|
| |
741p
|
| |
775p
|
Exercise price
|
| |
—
|
| |
—
|
Expected volatility
|
| |
42.4%
|
| |
41.1%
|
Expected life (months)
|
| |
36 months
|
| |
36 months
|
Risk-free rate
|
| |
5.0%
|
| |
0.1%
|
Expected dividend yields
|
| |
£nil
|
| |
£nil
|
|
| |
2019
£m
|
| |
2018
£m
|
|
Fair value movement in deferred consideration
|
| |
(15.5)
|
| |
(0.4)
|
|
Profit on exit of US business
|
| |
2.9
|
| |
—
|
|
Profit on disposal of unconsolidated investment
|
| |
1.2
|
| |
—
|
|
Foreign exchange movements in provisions
|
| |
0.5
|
| |
1.4
|
|
Loss on derivative financial instruments
|
| |
(0.6)
|
| |
(0.2)
|
|
Total other gains and losses
|
| |
(11.5)
|
| |
0.8
|
|
|
| |
2019
£m
|
| |
2018
£m
|
|
Interest received
|
| |
0.6
|
| |
0.4
|
|
Total investment revenue
|
| |
0.6
|
| |
0.4
|
|
Bank interest and facility fees
|
| |
(4.6)
|
| |
(3.1)
|
|
Unwinding of interest on deferred consideration
|
| |
(2.8)
|
| |
—
|
|
Lease interest
|
| |
(1.9)
|
| |
—
|
|
Total finance costs
|
| |
(9.3)
|
| |
(3.1)
|
|
|
| |
2019
£m
|
| |
2018
£m
|
Current tax charge
|
| |
|
| |
|
Current year
|
| |
27.8
|
| |
31.4
|
Adjustments in respect of prior periods
|
| |
0.6
|
| |
(0.2)
|
|
| |
28.4
|
| |
31.2
|
Deferred taxation
|
| |
|
| |
|
Temporary timing differences
|
| |
(1.4)
|
| |
(9.3)
|
Adjustments in respect of prior periods
|
| |
(0.6)
|
| |
(0.1)
|
|
| |
(2.0)
|
| |
(9.4)
|
Total tax charge for the year
|
| |
26.4
|
| |
21.8
|
|
| |
2019
£m
|
| |
2018
(restated1)
£m
|
(Loss)/profit before tax
|
| |
(132.8)
|
| |
105.1
|
UK rate of 19% (2018: 19%)
|
| |
(25.2)
|
| |
20.0
|
Adjusted for the effects of:
|
| |
|
| |
|
Non-deductible expenditure
|
| |
8.5
|
| |
2.7
|
Non-taxable income
|
| |
(0.3)
|
| |
(1.0)
|
Share based payments
|
| |
0.9
|
| |
0.8
|
Impairment of goodwill
|
| |
21.3
|
| |
—
|
Profit on sale of investments
|
| |
(0.1)
|
| |
—
|
Adjustments in respect of prior periods
|
| |
—
|
| |
(0.3)
|
Unrecognised deferred tax asset changes
|
| |
8.7
|
| |
(1.5)
|
Overseas tax rates
|
| |
1.4
|
| |
(2.1)
|
Other overseas taxes (including movement in provisions)
|
| |
1.9
|
| |
2.7
|
Research and development
|
| |
(0.2)
|
| |
—
|
Associates results
|
| |
9.5
|
| |
0.5
|
Total tax charge for the year
|
| |
26.4
|
| |
21.8
|
Effective tax rate
|
| |
(19.9%)
|
| |
20.7%
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
Losses
(assets)
£m
|
| |
Share based
payment
(assets)
£m
|
| |
Short-term
temporary
differences
(assets)
£m
|
| |
Short-term
temporary
differences
(liabilities)
£m
|
| |
Acquired
intangibles
(assets)
£m
|
| |
Acquired
intangibles
(liabilities)
£m
|
| |
Total
£m
|
As at 1 January 2018
|
| |
12.5
|
| |
4.1
|
| |
1.4
|
| |
(0.3)
|
| |
0.1
|
| |
(17.9)
|
| |
(0.1)
|
Debit to the income statement
|
| |
2.8
|
| |
0.2
|
| |
0.6
|
| |
—
|
| |
—
|
| |
5.7
|
| |
9.3
|
Credit to equity
|
| |
—
|
| |
(1.2)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(1.2)
|
Adjustment in respect of prior periods
|
| |
(0.1)
|
| |
—
|
| |
0.3
|
| |
(0.1)
|
| |
—
|
| |
—
|
| |
0.1
|
Arising on acquisition
|
| |
8.3
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(8.5)
|
| |
(0.2)
|
Foreign exchange movements
|
| |
(0.1)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
0.5
|
| |
0.4
|
As at 31 December 2018
|
| |
23.4
|
| |
3.1
|
| |
2.3
|
| |
(0.4)
|
| |
0.1
|
| |
(20.2)
|
| |
8.3
|
Reclassification
|
| |
—
|
| |
—
|
| |
0.1
|
| |
(0.1)
|
| |
—
|
| |
—
|
| |
—
|
(Credit)/debit to the income statement
|
| |
(6.6)
|
| |
0.7
|
| |
3.4
|
| |
(3.1)
|
| |
—
|
| |
7.0
|
| |
1.4
|
Debit/(credit) to equity
|
| |
—
|
| |
0.2
|
| |
—
|
| |
(0.8)
|
| |
—
|
| |
—
|
| |
(0.6)
|
Adjustment in respect of prior periods
|
| |
0.9
|
| |
—
|
| |
(0.1)
|
| |
(0.2)
|
| |
—
|
| |
—
|
| |
0.6
|
Arising on acquisition
|
| |
0.8
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(4.2)
|
| |
(3.4)
|
Foreign exchange movements
|
| |
(0.3)
|
| |
—
|
| |
(0.1)
|
| |
0.1
|
| |
—
|
| |
0.3
|
| |
—
|
As at 31 December 2019
|
| |
18.2
|
| |
4.0
|
| |
5.6
|
| |
(4.5)
|
| |
0.1
|
| |
(17.1)
|
| |
6.3
|
|
| |
2019
£m
|
| |
2018
£m
|
Deferred tax liabilities
|
| |
(21.6)
|
| |
(20.6)
|
Deferred tax assets
|
| |
27.9
|
| |
28.9
|
Net deferred tax asset recognised
|
| |
6.3
|
| |
8.3
|
|
| |
2019
£m
|
| |
2018
£m
|
Accelerated capital allowances
|
| |
0.5
|
| |
1.3
|
Short-term timing differences
|
| |
2.8
|
| |
0.4
|
Unrelieved tax losses
|
| |
28.2
|
| |
16.6
|
Total
|
| |
31.5
|
| |
18.3
|
|
| |
2019
Number of
shares
(‘000)
|
| |
2018
Number of
shares
(‘000)
|
Weighted average number of Ordinary shares for basic earnings per share
|
| |
680,970
|
| |
678,021
|
Effect of dilution:
|
| |
|
| |
|
Share options and awards
|
| |
5,492
|
| |
4,389
|
Weighted average number of Ordinary shares adjusted for the effect of dilution
|
| |
686,462
|
| |
682,410
|
|
| |
2019
Pence
|
| |
2018
Pence
|
Earnings per Ordinary share
|
| |
|
| |
|
Basic
|
| |
(23.4)
|
| |
12.1
|
Diluted
|
| |
(23.4)
|
| |
12.1
|
|
| |
2019
£m
|
| |
2018
(restated1)
£m
|
As at beginning of the year
|
| |
749.9
|
| |
525.3
|
Impairment
|
| |
(92.3)
|
| |
—
|
Arising on acquisition
|
| |
20.9
|
| |
236.6
|
Fair value adjustments
|
| |
(1.6)
|
| |
—
|
Foreign exchange movements
|
| |
(17.3)
|
| |
(12.0)
|
As at end of the year
|
| |
659.6
|
| |
749.9
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
CGU
|
| |
As at
31 December
2018
(restated2)
£m
|
| |
Impairment
£m
|
| |
Arising on
acquisition
£m
|
| |
Fair value
adjustments
£m
|
| |
Foreign
exchange
£m
|
| |
As at
31 December
2019
£m
|
ANZ
|
| |
259.7
|
| |
(92.3)
|
| |
—
|
| |
—
|
| |
(10.3)
|
| |
157.1
|
UK
|
| |
240.9
|
| |
—
|
| |
20.1
|
| |
(1.6)
|
| |
—
|
| |
259.4
|
Canada (“CA”)
|
| |
95.6
|
| |
—
|
| |
—
|
| |
—
|
| |
1.1
|
| |
96.7
|
Spain (“ES”)
|
| |
59.0
|
| |
—
|
| |
0.8
|
| |
—
|
| |
(3.2)
|
| |
56.6
|
IT
|
| |
43.1
|
| |
—
|
| |
—
|
| |
—
|
| |
(2.3)
|
| |
40.8
|
France (“FR”)
|
| |
44.5
|
| |
—
|
| |
—
|
| |
—
|
| |
(2.4)
|
| |
42.1
|
Other CGUs1
|
| |
7.1
|
| |
—
|
| |
—
|
| |
—
|
| |
(0.2)
|
| |
6.9
|
Total goodwill
|
| |
749.9
|
| |
(92.3)
|
| |
20.9
|
| |
(1.6)
|
| |
(17.3)
|
| |
659.6
|
1.
|
Other CGUs include Denmark, Ireland and Switzerland. The individual amount of goodwill assigned to these CGUs is not considered significant in comparison with the carrying value of goodwill.
|
2.
|
Restated to deconsolidate Mexico, see Note 2.
|
1.
|
Other CGUs include Denmark, Ireland and Switzerland. The individual amount of goodwill assigned to these CGUs is not considered significant in comparison with the carrying value of goodwill.
|
2.
|
During 2018 Just Eat integrated the operations of SkipTheDishes (as defined below) and Just Eat Canada and as a result these two CGUs were combined, leading to the transfer of £6.1 million into the SkipTheDishes CGU and its renaming to “Canada.” As a result of the acquisition of Hungryhouse, the UK CGU has been separately disclosed and the existing goodwill balance of £4.3 million attributable to this CGU has been moved from the “Other CGUs” category where it was previously disclosed.
|
3.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
ANZ
|
| |
UK
|
| |
CA
|
| |
ES
|
| |
IT
|
| |
FR
|
Order compound annual order growth rate to terminal year
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
2018
|
| |
14.7%
|
| |
10.9%
|
| |
25.9%
|
| |
20.6%
|
| |
25.4%
|
| |
23.6%
|
2019
|
| |
10.0%
|
| |
11.3%
|
| |
12.4%
|
| |
11.8%
|
| |
4.8%
|
| |
8.3%
|
Driver cost compound annual cost reduction to terminal year
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
2018
|
| |
(15.6%)
|
| |
(14.5%)
|
| |
(4.7%)
|
| |
(6.1%)
|
| |
(6.4%)
|
| |
(3.4%)
|
2019
|
| |
(2.8%)
|
| |
(6.9%)
|
| |
(1.0%)
|
| |
(3.2%)
|
| |
(6.2%)
|
| |
(3.4%)
|
|
| |
ANZ
|
| |
UK
|
| |
CA
|
| |
ES
|
| |
IT
|
| |
FR
|
Post-tax discount rate1
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
2018
|
| |
9.6%
|
| |
9.2%
|
| |
9.1%
|
| |
9.5%
|
| |
10.1%
|
| |
8.7%
|
2019
|
| |
10.0%
|
| |
10.0%
|
| |
10.0%
|
| |
9.9%
|
| |
11.0%
|
| |
9.4%
|
Pre-tax discount rate1
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
2018
|
| |
10.7%
|
| |
10.9%
|
| |
11.3%
|
| |
11.1%
|
| |
11.3%
|
| |
11.8%
|
2019
|
| |
10.9%
|
| |
11.6%
|
| |
12.5%
|
| |
11.3%
|
| |
13.6%
|
| |
11.2%
|
Terminal growth rate2
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
2018
|
| |
2.5%
|
| |
2.0%
|
| |
2.0%
|
| |
1.8%
|
| |
1.6%
|
| |
1.9%
|
2019
|
| |
2.5%
|
| |
2.0%
|
| |
2.0%
|
| |
1.8%
|
| |
1.5%
|
| |
1.7%
|
Number of years forecasted before terminal growth rate applied
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
2018
|
| |
8
|
| |
5
|
| |
5
|
| |
5
|
| |
8
|
| |
5
|
2019
|
| |
10
|
| |
8
|
| |
8
|
| |
8
|
| |
8
|
| |
8
|
1.
|
Post-tax and pre-tax discount rates have been calculated using the Capital Asset Pricing Model, the inputs of which include a country risk-free rate, equity risk premium, Group size premium and a risk adjustment (beta).
|
2.
|
Terminal growth rate is based on long-term inflation rates in the country of operation, taken from the International Monetary Fund website.
|
|
| |
ANZ
|
| |
UK
|
| |
CA
|
| |
ES
|
| |
IT
|
| |
FR
|
Decrease in order compound annual growth rate to terminal year
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
2018
|
| |
(0.7%)
|
| |
(1.1%)
|
| |
(1.3%)
|
| |
(1.2%)
|
| |
(1.3%)
|
| |
(1.3%)
|
2019
|
| |
(1.2%)
|
| |
(0.9%)
|
| |
(1.2%)
|
| |
(1.5%)
|
| |
(1.4%)
|
| |
(1.4%)
|
Increase in driver cost compound annual cost reduction to terminal year
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
2018
|
| |
0.5%
|
| |
0.8%
|
| |
0.9%
|
| |
0.9%
|
| |
0.9%
|
| |
0.9%
|
2019
|
| |
1.8%
|
| |
2.1%
|
| |
2.3%
|
| |
2.2%
|
| |
2.2%
|
| |
2.2%
|
|
| |
ES
£m
|
| |
FR
£m
|
Goodwill
|
| |
56.6
|
| |
42.1
|
Headroom under base case assumptions
|
| |
51.1
|
| |
16.6
|
Headroom/(impairment) following the impact of the sensitised decrease in order compound annual growth rate to terminal year
|
| |
32.7
|
| |
(2.3)
|
Impairment following the impact of the sensitised increase in driver cost compound annual cost reduction to terminal year
|
| |
(60.1)
|
| |
(44.1)
|
|
| |
ES
|
| |
FR
|
Breakeven decrease in order compound annual growth rate to terminal year
|
| |
(4.4%)
|
| |
(1.2%)
|
Breakeven increase in driver cost compound annual cost reduction to terminal year
|
| |
1.2%
|
| |
0.5%
|
|
| |
Patents,
licences
and IP
£m
|
| |
Restaurant
contracts
£m
|
| |
Brands
£m
|
| |
Development
costs
£m
|
| |
Total
£m
|
Cost
|
| |
|
| |
|
| |
|
| |
|
| |
|
As at 1 January 2018 (restated1)
|
| |
22.8
|
| |
79.1
|
| |
22.7
|
| |
26.9
|
| |
151.5
|
Additions
|
| |
4.8
|
| |
—
|
| |
—
|
| |
25.2
|
| |
30.0
|
Arising on acquisition
|
| |
—
|
| |
39.4
|
| |
—
|
| |
10.8
|
| |
50.2
|
Transfers
|
| |
5.6
|
| |
—
|
| |
—
|
| |
(5.6)
|
| |
—
|
Disposals
|
| |
(0.6)
|
| |
—
|
| |
—
|
| |
(1.3)
|
| |
(1.9)
|
Foreign exchange movements
|
| |
(0.2)
|
| |
(2.4)
|
| |
(0.7)
|
| |
—
|
| |
(3.3)
|
As at 31 December 2018 (restated1)
|
| |
32.4
|
| |
116.1
|
| |
22.0
|
| |
56.0
|
| |
226.5
|
Additions
|
| |
11.4
|
| |
—
|
| |
—
|
| |
40.5
|
| |
51.9
|
Arising on acquisition
|
| |
13.0
|
| |
7.1
|
| |
1.1
|
| |
—
|
| |
21.2
|
Fair value adjustment to acquisition accounting
|
| |
2.1
|
| |
—
|
| |
—
|
| |
—
|
| |
2.1
|
Transfers
|
| |
10.8
|
| |
—
|
| |
—
|
| |
(10.8)
|
| |
—
|
Disposals
|
| |
—
|
| |
—
|
| |
—
|
| |
(1.9)
|
| |
(1.9)
|
Foreign exchange movements
|
| |
0.7
|
| |
(2.5)
|
| |
(0.8)
|
| |
(0.2)
|
| |
(2.8)
|
As at 31 December 2019
|
| |
70.4
|
| |
120.7
|
| |
22.3
|
| |
83.6
|
| |
297.0
|
Amortisation
|
| |
|
| |
|
| |
|
| |
|
| |
|
As at 1 January 2018 (restated1)
|
| |
12.0
|
| |
30.0
|
| |
12.9
|
| |
3.6
|
| |
58.5
|
Charge for the year
|
| |
6.0
|
| |
20.9
|
| |
2.0
|
| |
7.9
|
| |
36.8
|
Disposals
|
| |
(0.5)
|
| |
—
|
| |
—
|
| |
(0.5)
|
| |
(1.0)
|
Foreign exchange movements
|
| |
(0.2)
|
| |
(0.7)
|
| |
(0.3)
|
| |
—
|
| |
(1.2)
|
As at 31 December 2018 (restated1)
|
| |
17.3
|
| |
50.2
|
| |
14.6
|
| |
11.0
|
| |
93.1
|
Charge for the year
|
| |
14.6
|
| |
21.4
|
| |
2.1
|
| |
16.0
|
| |
54.1
|
Disposals
|
| |
—
|
| |
—
|
| |
—
|
| |
(1.2)
|
| |
(1.2)
|
Foreign exchange movements
|
| |
0.5
|
| |
(1.5)
|
| |
(0.6)
|
| |
(0.1)
|
| |
(1.7)
|
As at 31 December 2019
|
| |
32.4
|
| |
70.1
|
| |
16.1
|
| |
25.7
|
| |
144.3
|
Carrying amount
|
| |
|
| |
|
| |
|
| |
|
| |
|
As at 31 December 2019
|
| |
38.0
|
| |
50.6
|
| |
6.2
|
| |
57.9
|
| |
152.7
|
As at 31 December 2018 (restated1)
|
| |
15.1
|
| |
65.9
|
| |
7.4
|
| |
45.0
|
| |
133.4
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
Fixtures and
fittings
£m
|
| |
Equipment
£m
|
| |
Leasehold
improvements
£m
|
| |
Total
£m
|
Cost
|
| |
|
| |
|
| |
|
| |
|
As at 1 January 2018 (restated1)
|
| |
6.2
|
| |
20.2
|
| |
9.8
|
| |
36.2
|
Additions
|
| |
1.2
|
| |
17.0
|
| |
1.7
|
| |
19.9
|
Disposals
|
| |
(0.2)
|
| |
(4.7)
|
| |
(0.2)
|
| |
(5.1)
|
Foreign exchange movements
|
| |
0.1
|
| |
—
|
| |
—
|
| |
0.1
|
As at 31 December 2018 (restated1)
|
| |
7.3
|
| |
32.5
|
| |
11.3
|
| |
51.1
|
Additions
|
| |
0.5
|
| |
20.4
|
| |
2.3
|
| |
23.2
|
Disposals
|
| |
(1.2)
|
| |
(4.1)
|
| |
(1.1)
|
| |
(6.4)
|
Foreign exchange movements
|
| |
(0.2)
|
| |
(1.0)
|
| |
—
|
| |
(1.2)
|
As at 31 December 2019
|
| |
6.4
|
| |
47.8
|
| |
12.5
|
| |
66.7
|
Accumulated depreciation
|
| |
|
| |
|
| |
|
| |
|
As at 1 January 2018 (restated1)
|
| |
4.3
|
| |
10.0
|
| |
3.0
|
| |
17.3
|
Charge for the year
|
| |
1.2
|
| |
8.6
|
| |
2.1
|
| |
11.9
|
Disposals
|
| |
(0.1)
|
| |
(3.6)
|
| |
(0.2)
|
| |
(3.9)
|
Foreign exchange movements
|
| |
0.1
|
| |
—
|
| |
0.2
|
| |
0.3
|
As at 31 December 2018 (restated1)
|
| |
5.5
|
| |
15.0
|
| |
5.1
|
| |
25.6
|
Charge for the year
|
| |
1.1
|
| |
13.4
|
| |
2.6
|
| |
17.1
|
Disposals
|
| |
(1.2)
|
| |
(3.6)
|
| |
(1.2)
|
| |
(6.0)
|
Impairment
|
| |
—
|
| |
2.0
|
| |
—
|
| |
2.0
|
Foreign exchange movements
|
| |
(0.1)
|
| |
(0.4)
|
| |
—
|
| |
(0.5)
|
As at 31 December 2019
|
| |
5.3
|
| |
26.4
|
| |
6.5
|
| |
38.2
|
Carrying amount
|
| |
|
| |
|
| |
|
| |
|
As at 31 December 2019
|
| |
1.1
|
| |
21.4
|
| |
6.0
|
| |
28.5
|
As at 31 December 2018 (restated1)
|
| |
1.8
|
| |
17.5
|
| |
6.2
|
| |
25.5
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
2019
|
| |
2018 (restated3)
|
||||||||||||||||||
|
| |
iFood
£m
|
| |
IF-NL
£m
|
| |
ECAC
£m
|
| |
Total
£m
|
| |
iFood
£m
|
| |
IF-NL
£m
|
| |
ECAC
£m
|
| |
Total
£m
|
100% of the results of the business
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
200.6
|
| |
—
|
| |
(3.8)
|
| |
196.8
|
| |
123.8
|
| |
—
|
| |
(1.7)
|
| |
122.1
|
Loss after tax
|
| |
(174.7)
|
| |
(7.8)
|
| |
(33.5)
|
| |
(216.0)
|
| |
(19.5)
|
| |
(0.1)
|
| |
(10.1)
|
| |
(29.7)
|
Our share of the results of the business
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Losses after tax1,2
|
| |
(58.2)
|
| |
(2.6)
|
| |
(22.6)
|
| |
(83.4)
|
| |
(6.7)
|
| |
—
|
| |
(7.0)
|
| |
(13.7)
|
Total comprehensive loss1,2
|
| |
(58.2)
|
| |
(2.6)
|
| |
(22.6)
|
| |
(83.4)
|
| |
(6.7)
|
| |
—
|
| |
(7.0)
|
| |
(13.7)
|
Impairment of investment in associates and joint ventures
|
| |
—
|
| |
—
|
| |
(15.8)
|
| |
(15.8)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Share of results of associates and joint ventures
|
| |
(58.2)
|
| |
(2.6)
|
| |
(38.4)
|
| |
(99.2)
|
| |
(6.7)
|
| |
—
|
| |
(7.0)
|
| |
(13.7)
|
100% of the net assets of the business
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Non-current assets
|
| |
39.9
|
| |
4.9
|
| |
5.4
|
| |
50.2
|
| |
32.1
|
| |
12.5
|
| |
3.0
|
| |
47.6
|
Current assets
|
| |
183.6
|
| |
—
|
| |
5.2
|
| |
188.8
|
| |
83.9
|
| |
—
|
| |
6.2
|
| |
90.1
|
Non-current liabilities
|
| |
(9.4)
|
| |
—
|
| |
(0.3)
|
| |
(9.7)
|
| |
(1.6)
|
| |
—
|
| |
—
|
| |
(1.6)
|
Current liabilities
|
| |
(125.4)
|
| |
(1.8)
|
| |
(5.5)
|
| |
(132.7)
|
| |
(82.7)
|
| |
(2.0)
|
| |
(2.4)
|
| |
(87.1)
|
Net assets and total equity
|
| |
88.7
|
| |
3.1
|
| |
4.8
|
| |
96.6
|
| |
31.7
|
| |
10.5
|
| |
6.8
|
| |
49.0
|
Group share of interest in associated undertaking’s net assets
|
| |
29.6
|
| |
1.0
|
| |
3.2
|
| |
33.8
|
| |
10.6
|
| |
3.5
|
| |
4.6
|
| |
18.7
|
Goodwill on acquisition of interest in associate or joint venture
|
| |
45.6
|
| |
—
|
| |
3.6
|
| |
49.2
|
| |
40.5
|
| |
—
|
| |
19.7
|
| |
60.2
|
Carrying value of interest in associated undertaking
|
| |
75.2
|
| |
1.0
|
| |
6.8
|
| |
83.0
|
| |
51.1
|
| |
3.5
|
| |
24.3
|
| |
78.9
|
1.
|
Just Eat’s share of losses after tax and total comprehensive loss includes amortisation of acquired intangibles recognised by Just Eat, but not by iFood.
|
2.
|
The loss after tax and total comprehensive loss were entirely derived from continuing activities.
|
3.
|
Restated to include Mexico. See Note 2.
|
|
| |
iFood
|
| |
ECAC
|
||||||
|
| |
2019
£m
|
| |
2018
£m
|
| |
2019
£m
|
| |
2018
£m
|
Cash and cash equivalents
|
| |
47.4
|
| |
15.2
|
| |
4.5
|
| |
2.9
|
Other current financial assets
|
| |
136.2
|
| |
68.7
|
| |
0.7
|
| |
3.3
|
Current financial liabilities
|
| |
(125.4)
|
| |
(82.7)
|
| |
(5.5)
|
| |
(2.4)
|
Non-current financial liabilities
|
| |
(9.4)
|
| |
(1.6)
|
| |
(0.3)
|
| |
—
|
Depreciation and amortisation
|
| |
(9.4)
|
| |
(2.4)
|
| |
(1.2)
|
| |
(0.2)
|
Income tax expense
|
| |
(2.6)
|
| |
(0.8)
|
| |
—
|
| |
—
|
|
| |
2019
£m
|
| |
2018
(restated1)
£m
|
Trade receivables
|
| |
9.1
|
| |
4.0
|
Amounts held by Payment Service Providers
|
| |
41.8
|
| |
37.1
|
Other receivables
|
| |
4.6
|
| |
3.6
|
Prepayments
|
| |
16.9
|
| |
13.2
|
Accrued revenue
|
| |
0.8
|
| |
0.2
|
Current trade and other receivables
|
| |
73.2
|
| |
58.1
|
1.
|
Restated to deconsolidate Mexico. In addition, the Group’s accounting policy for amounts held by Payment Service Providers was changed in the year, resulting in a reclassification from cash and cash equivalents to trade and other receivables in the prior year. Both items are described in Note 2.
|
|
| |
2019
£m
|
| |
2018
(restated1)
£m
|
Trade payables
|
| |
14.0
|
| |
17.0
|
Amounts due to Restaurant Partners
|
| |
56.7
|
| |
78.8
|
Deferred consideration
|
| |
—
|
| |
28.0
|
Other payables and accruals
|
| |
95.5
|
| |
97.6
|
Other taxes and social security
|
| |
23.5
|
| |
16.3
|
Total trade and other payables
|
| |
189.7
|
| |
237.7
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
Contingent
consideration
£m
|
| |
Other
provisions
£m
|
| |
Total
£m
|
At 1 January 2018 (restated1)
|
| |
29.9
|
| |
12.8
|
| |
42.7
|
Arising on acquisition
|
| |
20.8
|
| |
0.2
|
| |
21.0
|
Charged to the income statement
|
| |
—
|
| |
0.3
|
| |
0.3
|
Released to the income statement
|
| |
(0.6)
|
| |
(1.4)
|
| |
(2.0)
|
Utilised in the year
|
| |
—
|
| |
(0.5)
|
| |
(0.5)
|
Transferred to trade and other payables
|
| |
(28.0)
|
| |
—
|
| |
(28.0)
|
Unwinding of discount
|
| |
0.2
|
| |
—
|
| |
0.2
|
Foreign exchange movements
|
| |
(1.6)
|
| |
0.2
|
| |
(1.4)
|
As at 31 December 2018 (restated1)
|
| |
20.7
|
| |
11.6
|
| |
32.3
|
Arising on acquisition
|
| |
14.8
|
| |
—
|
| |
14.8
|
Charged to the income statement
|
| |
15.5
|
| |
0.9
|
| |
16.4
|
Released to the income statement
|
| |
—
|
| |
(0.1)
|
| |
(0.1)
|
Utilised in the year
|
| |
(35.2)
|
| |
—
|
| |
(35.2)
|
Transferred from trade and other payables
|
| |
—
|
| |
1.8
|
| |
1.8
|
Unwinding of discount
|
| |
2.8
|
| |
—
|
| |
2.8
|
Foreign exchange movements
|
| |
—
|
| |
(0.5)
|
| |
(0.5)
|
As at 31 December 2019
|
| |
18.6
|
| |
13.7
|
| |
32.3
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
2019
£m
|
| |
2018
(restated1)
£m
|
Current
|
| |
27.7
|
| |
11.5
|
Non-current
|
| |
4.6
|
| |
20.8
|
Total provisions for liabilities
|
| |
32.3
|
| |
32.3
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
2019
£m
|
| |
2018
(restated5)
£m
|
Financial assets
|
| |
|
| |
|
Current portion
|
| |
|
| |
|
Cash and cash equivalents1
|
| |
116.2
|
| |
145.8
|
Trade and other receivables (excluding prepayments)
|
| |
55.5
|
| |
44.7
|
Non-current portion
|
| |
|
| |
|
Equity instruments carried at fair value through other comprehensive income3
|
| |
1.3
|
| |
1.0
|
|
| |
173.0
|
| |
191.5
|
Financial liabilities
|
| |
|
| |
|
Current portion
|
| |
|
| |
|
Trade and other payables (excluding other taxes and social security)
|
| |
(166.2)
|
| |
(221.4)
|
Provisions for liabilities (excluding social security)4
|
| |
(26.0)
|
| |
(10.5)
|
Borrowings
|
| |
(0.1)
|
| |
(0.3)
|
Derivative financial instruments2
|
| |
(1.0)
|
| |
(0.3)
|
Non-current portion
|
| |
|
| |
|
Provisions for liabilities (excluding social security)4
|
| |
(4.6)
|
| |
(20.8)
|
Borrowings
|
| |
(259.9)
|
| |
(102.4)
|
|
| |
(457.8)
|
| |
(355.7)
|
1.
|
Cash and cash equivalents are held on a short-term basis, with all having a maturity of three months or less.
|
2.
|
These represent foreign exchange forward contracts which are measured using quoted forward exchange rates that match the maturity of the contracts.
|
3.
|
Equity instruments carried at fair value through other comprehensive income are financial assets which are measured at fair value using level 3 measurements.
|
4.
|
Provisions for liabilities include contingent consideration of £18.6 million (2018: £20.8 million). Fair value of the consideration is valued using level 3 measurement techniques, which are the present value of the expected cash outflows of the obligation using the discounted cash flow method. A weighted average discount rate of 6.0% (range of 5.4-6.2%) was determined using a Capital Asset Pricing Model for the current year acquisitions. If the discount rate was 1% higher/lower while all other variables were held constant, the carrying amount would decrease/increase by £0.1 million. It has been assumed that these businesses will perform in-line with current business plans. See Note 17 for more detail on contingent consideration provisions. Changes in fair value are recognised through other gains and losses in the income statement. Provisions for liabilities include amounts relating to social security of £1.7 million (2018: £1.0 million), with a charge of £0.7 million arising in the year.
|
5.
|
Restated to deconsolidate Mexico. In addition, the Group’s accounting policy for amounts held by Payment Service Providers was changed in the year, resulting in a reclassification from cash and cash equivalents to trade and other receivables in the prior year. Both items are described in Note 2.
|
|
| |
Assets
|
| |
Liabilities
|
| |
Net position
|
|||||||||
|
| |
2019
£m
|
| |
2018
£m
|
| |
2019
£m
|
| |
2018
£m
|
| |
2019
£m
|
| |
2018
£m
|
Australian dollars
|
| |
147.2
|
| |
155.8
|
| |
(162.6)
|
| |
(153.9)
|
| |
(15.4)
|
| |
1.9
|
Canadian dollars
|
| |
12.7
|
| |
23.9
|
| |
(37.7)
|
| |
(50.2)
|
| |
(25.0)
|
| |
(26.3)
|
Danish kroner
|
| |
67.6
|
| |
107.9
|
| |
(59.3)
|
| |
(86.5)
|
| |
8.3
|
| |
21.4
|
Euros
|
| |
89.8
|
| |
108.9
|
| |
(69.9)
|
| |
(80.3)
|
| |
19.9
|
| |
28.6
|
Swiss francs
|
| |
21.2
|
| |
13.8
|
| |
(11.0)
|
| |
(9.0)
|
| |
10.2
|
| |
4.8
|
US dollars
|
| |
8.8
|
| |
4.9
|
| |
(3.8)
|
| |
(5.4)
|
| |
5.0
|
| |
(0.5)
|
|
| |
Appreciation in pound sterling
|
| |
Depreciation in pound sterling
|
||||||||||||||||||
|
| |
Income
statement
2019
£m
|
| |
Equity
2019
£m
|
| |
Income
statement
2018
£m
|
| |
Equity
2018
£m
|
| |
Income
statement
2019
£m
|
| |
Equity
2019
£m
|
| |
Income
statement
2018
£m
|
| |
Equity
2018
£m
|
Australian dollar
|
| |
0.7
|
| |
0.7
|
| |
0.7
|
| |
(0.9)
|
| |
(0.8)
|
| |
(0.9)
|
| |
(0.9)
|
| |
1.1
|
Danish krone
|
| |
(1.4)
|
| |
0.6
|
| |
(0.1)
|
| |
(1.0)
|
| |
1.7
|
| |
(0.8)
|
| |
1.2
|
| |
1.2
|
Euro
|
| |
(0.1)
|
| |
(1.7)
|
| |
(2.1)
|
| |
(1.4)
|
| |
0.1
|
| |
2.1
|
| |
2.6
|
| |
1.7
|
Canadian dollar
|
| |
0.7
|
| |
1.5
|
| |
0.6
|
| |
3.6
|
| |
(0.9)
|
| |
(1.9)
|
| |
(0.7)
|
| |
(4.4)
|
Swiss franc
|
| |
—
|
| |
(0.9)
|
| |
—
|
| |
(0.4)
|
| |
—
|
| |
1.1
|
| |
—
|
| |
0.5
|
US dollar
|
| |
(0.1)
|
| |
(0.3)
|
| |
—
|
| |
0.1
|
| |
0.2
|
| |
0.4
|
| |
—
|
| |
(0.1)
|
Expected maturity - financial liabilities
|
| |
Weighted
average
effective
interest rate
%
|
| |
Less than
1 year
£m
|
| |
1-2 years
£m
|
| |
2-5 years
£m
|
| |
5+ years
£m
|
| |
Total
£m
|
As at 31 December 2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Non-interest bearing
|
| |
—
|
| |
(193.2)
|
| |
—
|
| |
(4.6)
|
| |
—
|
| |
(197.8)
|
Variable interest rate instruments
|
| |
1.5
|
| |
(0.1)
|
| |
—
|
| |
(259.9)
|
| |
—
|
| |
(260.0)
|
|
| |
|
| |
(193.3)
|
| |
—
|
| |
(264.5)
|
| |
—
|
| |
(457.8)
|
As at 31 December 2018
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Non-interest bearing
|
| |
—
|
| |
(232.5)
|
| |
—
|
| |
(20.8)
|
| |
—
|
| |
(253.3)
|
Variable interest rate instruments
|
| |
1.4
|
| |
—
|
| |
—
|
| |
(102.4)
|
| |
—
|
| |
(102.4)
|
|
| |
|
| |
(232.5)
|
| |
—
|
| |
(123.2)
|
| |
—
|
| |
(355.7)
|
Expected maturity - financial assets
|
| |
Weighted
average
effective
interest rate
%
|
| |
Less than
1 month
£m
|
| |
1 month to
3 months
£m
|
| |
3 months to
1 year
£m
|
| |
1-5 years
£m
|
| |
5+ years
£m
|
| |
Total
£m
|
As at 31 December 2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Non-interest bearing
|
| |
—
|
| |
132.8
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
132.8
|
Fixed interest rate instruments
|
| |
0.5
|
| |
40.2
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
40.2
|
|
| |
|
| |
173.0
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
173.0
|
As at 31 December 2018
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Non-interest bearing
|
| |
—
|
| |
95.9
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
95.9
|
Fixed interest rate instruments
|
| |
0.8
|
| |
95.6
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
95.6
|
|
| |
|
| |
191.5
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
191.5
|
|
| |
As at
31 December
(restated1)
2018
£m
|
| |
Cash flows
£m
|
| |
Arising on
acquisition
£m
|
| |
Foreign
exchange
movements
£m
|
| |
Other non-
cash
movements
£m
|
| |
As at
31 December
2019
£m
|
Non-current
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revolving credit facility
|
| |
(102.4)
|
| |
(157.5)
|
| |
—
|
| |
—
|
| |
—
|
| |
(259.9)
|
Current
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Other borrowings
|
| |
(0.3)
|
| |
0.4
|
| |
(0.4)
|
| |
—
|
| |
0.2
|
| |
(0.1)
|
Liabilities arising from financing activities
|
| |
(102.7)
|
| |
(157.1)
|
| |
(0.4)
|
| |
—
|
| |
0.2
|
| |
(260.0)
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
As at
31 December
2017
(restated1)
£m
|
| |
Cash flows
£m
|
| |
Transferred
from trade
and other
receivables
£m
|
| |
Transferred
to trade
and other
payables
£m
|
| |
Foreign
exchange
movements
£m
|
| |
Other non-
cash
movements
£m
|
| |
As at
31 December
(restated1)
2018
£m
|
Non-current
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revolving credit facility
|
| |
—
|
| |
(105.0)
|
| |
2.5
|
| |
—
|
| |
—
|
| |
0.1
|
| |
(102.4)
|
Other borrowings
|
| |
(0.3)
|
| |
—
|
| |
—
|
| |
0.3
|
| |
—
|
| |
—
|
| |
—
|
Non-current borrowings
|
| |
(0.3)
|
| |
(105.0)
|
| |
2.5
|
| |
0.3
|
| |
—
|
| |
0.1
|
| |
(102.4)
|
Current
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Other borrowings
|
| |
(0.4)
|
| |
—
|
| |
—
|
| |
—
|
| |
0.1
|
| |
—
|
| |
(0.3)
|
Liabilities arising from financing activities
|
| |
(0.7)
|
| |
(105.0)
|
| |
2.5
|
| |
0.3
|
| |
0.1
|
| |
0.1
|
| |
(102.7)
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
•
|
The Group has a limited number of equipment leases, such as office photocopiers. The leases in this category are highly insignificant, with total annual charges of less than £0.1 million; hence no right-of-use lease asset or lease liability is recognised.
|
•
|
Initial direct costs have been excluded from the measurement of the right-of-use asset at the date of initial application.
|
|
| |
Property
£m
|
| |
Motor vehicles
£m
|
| |
Total
£m
|
Operating lease total commitments under IAS17 as at 31 December 2018 (restated1)
|
| |
32.4
|
| |
1.6
|
| |
34.0
|
Impact of discounting lease commitment at the relevant incremental borrowing rate
|
| |
(6.0)
|
| |
(0.1)
|
| |
(6.1)
|
|
| |
26.4
|
| |
1.5
|
| |
27.9
|
Difference between initial lease end dates and expected lease term end
|
| |
10.0
|
| |
0.5
|
| |
10.5
|
Lease liability at implementation of IFRS16
|
| |
36.4
|
| |
2.0
|
| |
38.4
|
1.
|
Restated to deconsolidate Mexico, see Note 2.
|
|
| |
Property
£m
|
| |
Motor vehicles
£m
|
| |
Total
£m
|
Cost
|
| |
|
| |
|
| |
|
As at 31 December 2018
|
| |
—
|
| |
—
|
| |
—
|
Adoption of IFRS16
|
| |
36.8
|
| |
2.0
|
| |
38.8
|
Additions
|
| |
—
|
| |
1.0
|
| |
1.0
|
Arising on acquisition
|
| |
0.9
|
| |
0.2
|
| |
1.1
|
Disposals
|
| |
(0.1)
|
| |
(0.1)
|
| |
(0.2)
|
Foreign exchange movements
|
| |
(0.4)
|
| |
(0.1)
|
| |
(0.5)
|
As at 31 December 2019
|
| |
37.2
|
| |
3.0
|
| |
40.2
|
Accumulated depreciation
|
| |
|
| |
|
| |
|
As at 31 December 2018
|
| |
—
|
| |
—
|
| |
—
|
Charge for the year
|
| |
7.5
|
| |
1.1
|
| |
8.6
|
Disposals
|
| |
(0.1)
|
| |
(0.1)
|
| |
(0.2)
|
Foreign exchange movements
|
| |
(0.1)
|
| |
—
|
| |
(0.1)
|
As at 31 December 2019
|
| |
7.3
|
| |
1.0
|
| |
8.3
|
Carrying amount
|
| |
|
| |
|
| |
|
As at 31 December 2019
|
| |
29.9
|
| |
2.0
|
| |
31.9
|
As at 31 December 2018
|
| |
—
|
| |
—
|
| |
—
|
|
| |
Property
£m
|
| |
Motor vehicles
£m
|
| |
Total
£m
|
Lease liability
|
| |
|
| |
|
| |
|
As at 31 December 2018
|
| |
—
|
| |
—
|
| |
—
|
Adoption of IFRS161
|
| |
36.4
|
| |
2.0
|
| |
38.4
|
Additions
|
| |
—
|
| |
1.0
|
| |
1.0
|
Arising on acquisition
|
| |
0.9
|
| |
0.2
|
| |
1.1
|
Disposals
|
| |
—
|
| |
(0.2)
|
| |
(0.2)
|
Cash payments
|
| |
(8.2)
|
| |
(1.1)
|
| |
(9.3)
|
Interest charges
|
| |
1.9
|
| |
—
|
| |
1.9
|
Foreign exchange movements
|
| |
(0.1)
|
| |
(0.1)
|
| |
(0.2)
|
As at 31 December 2019
|
| |
30.9
|
| |
1.8
|
| |
32.7
|
1.
|
On adoption of IFRS16, a provision for future property dilapidation charges of £0.4 million was held in trade and other payables.
|
|
| |
Property
£m
|
| |
Motor vehicles
£m
|
| |
Total
£m
|
Undiscounted lease liabilities
|
| |
|
| |
|
| |
|
Less than one year
|
| |
8.1
|
| |
1.0
|
| |
9.1
|
One to five years
|
| |
22.3
|
| |
1.0
|
| |
23.3
|
More than five years
|
| |
5.1
|
| |
—
|
| |
5.1
|
As at 31 December 2019
|
| |
35.5
|
| |
2.0
|
| |
37.5
|
|
| |
2019
|
| |
2018
|
||||||
|
| |
Number of
Ordinary shares
|
| |
Total
£m
|
| |
Number of
Ordinary shares
|
| |
Total
£m
|
As at beginning of year
|
| |
681,042,382
|
| |
6.8
|
| |
679,954,152
|
| |
6.8
|
Arising on the exercise of share awards
|
| |
2,037,145
|
| |
—
|
| |
1,088,230
|
| |
—
|
As at end of year
|
| |
683,079,527
|
| |
6.8
|
| |
681,042,382
|
| |
6.8
|
|
| |
Revaluation
reserve
£m
|
| |
Merger
reserve
£m
|
| |
Treasury
share
reserve
£m
|
| |
Cash flow
hedging
reserve
£m
|
| |
Total
£m
|
As at 1 January 2018
|
| |
0.1
|
| |
1.9
|
| |
(7.1)
|
| |
(0.1)
|
| |
(5.2)
|
Exercise of share awards
|
| |
—
|
| |
—
|
| |
(0.8)
|
| |
—
|
| |
(0.8)
|
As at 31 December 2018
|
| |
0.1
|
| |
1.9
|
| |
(7.9)
|
| |
(0.1)
|
| |
(6.0)
|
Exercise of share awards
|
| |
—
|
| |
—
|
| |
1.1
|
| |
—
|
| |
1.1
|
Reclassification
|
| |
(0.1)
|
| |
—
|
| |
—
|
| |
0.1
|
| |
—
|
As at 31 December 2019
|
| |
—
|
| |
1.9
|
| |
(6.8)
|
| |
—
|
| |
(4.9)
|
|
| |
2019
£m
|
| |
2018
(restated1)
£m
|
As at beginning of year
|
| |
1.8
|
| |
1.2
|
NCI share of loss after tax
|
| |
0.4
|
| |
0.6
|
As at end of year
|
| |
2.2
|
| |
1.8
|
1.
|
Restated to deconsolidate Mexico.
|
|
| |
2019
£m
|
| |
2018
£m
|
Income statement
|
| |
|
| |
|
Revenue
|
| |
42.6
|
| |
37.1
|
Profit after tax
|
| |
2.5
|
| |
3.0
|
NCI share of profit after tax
|
| |
0.4
|
| |
0.6
|
|
| |
2019
£m
|
| |
2018
£m
|
Balance sheet
|
| |
|
| |
|
Cash
|
| |
20.8
|
| |
23.0
|
Other current assets
|
| |
2.5
|
| |
2.4
|
Total current assets
|
| |
23.3
|
| |
25.4
|
Non-current assets
|
| |
2.6
|
| |
0.9
|
Total assets
|
| |
25.9
|
| |
26.3
|
Current liabilities
|
| |
(15.2)
|
| |
(17.1)
|
Total liabilities
|
| |
(15.2)
|
| |
(17.1)
|
Net assets
|
| |
10.8
|
| |
9.2
|
NCI
|
| |
2.2
|
| |
1.8
|
|
| |
City Pantry
£m
|
| |
Practi
£m
|
| |
Canary Flash
£m
|
| |
Total
£m
|
Goodwill
|
| |
14.1
|
| |
6.0
|
| |
0.8
|
| |
20.9
|
Intangible assets - Restaurant contracts
|
| |
7.1
|
| |
—
|
| |
—
|
| |
7.1
|
Intangible assets - Brands
|
| |
1.1
|
| |
—
|
| |
—
|
| |
1.1
|
Intangible assets - Intellectual property
|
| |
5.3
|
| |
7.7
|
| |
—
|
| |
13.0
|
Right-of-use lease asset
|
| |
0.2
|
| |
0.9
|
| |
—
|
| |
1.1
|
Trade and other receivables
|
| |
1.3
|
| |
0.2
|
| |
—
|
| |
1.5
|
Current tax assets
|
| |
0.4
|
| |
—
|
| |
—
|
| |
0.4
|
Cash
|
| |
—
|
| |
—
|
| |
0.2
|
| |
0.2
|
Trade and other payables
|
| |
(2.2)
|
| |
(0.5)
|
| |
—
|
| |
(2.7)
|
Lease liabilities
|
| |
(0.2)
|
| |
(0.9)
|
| |
—
|
| |
(1.1)
|
Borrowings
|
| |
—
|
| |
(0.4)
|
| |
—
|
| |
(0.4)
|
Deferred tax in respect of losses and intangible assets
|
| |
(1.6)
|
| |
(1.8)
|
| |
—
|
| |
(3.4)
|
Total consideration
|
| |
25.5
|
| |
11.2
|
| |
1.0
|
| |
37.7
|
Initial cash consideration
|
| |
15.8
|
| |
6.1
|
| |
1.0
|
| |
22.9
|
Contingent consideration paid
|
| |
—
|
| |
1.9
|
| |
—
|
| |
1.9
|
Contingent consideration unpaid
|
| |
9.7
|
| |
3.2
|
| |
—
|
| |
12.9
|
Total consideration
|
| |
25.5
|
| |
11.2
|
| |
1.0
|
| |
37.7
|
|
| |
City Pantry
£m
|
| |
Practi
£m
|
| |
Canary Flash
£m
|
| |
Total
£m
|
Net cash outflow arising on acquisition
|
| |
|
| |
|
| |
|
| |
|
Cash consideration
|
| |
(15.8)
|
| |
(8.0)
|
| |
(1.0)
|
| |
(24.8)
|
Cash acquired
|
| |
—
|
| |
—
|
| |
0.2
|
| |
0.2
|
Net cash outflow
|
| |
(15.8)
|
| |
(8.0)
|
| |
(0.8)
|
| |
(24.6)
|
Contribution since control obtained
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
1.7
|
| |
0.5
|
| |
0.2
|
| |
2.4
|
Loss for the year
|
| |
(4.9)
|
| |
(4.5)
|
| |
—
|
| |
(9.4)
|
|
| |
£m
|
Deferred consideration payments made in respect of Flyt
|
| |
(33.3)
|
Deferred consideration payments made in respect of Hungryhouse
|
| |
(23.3)
|
Deferred consideration payments made in respect of SkipTheDishes
|
| |
(20.0)
|
Cash payments made in respect of prior year acquisitions
|
| |
(76.6)
|
Net cash outflow on current year acquisitions
|
| |
(24.6)
|
Net cash on acquisition of subsidiary businesses
|
| |
(101.2)
|
|
| |
Hungryhouse1
£m
|
| |
Flyt2,3
£m
|
| |
Total
£m
|
Goodwill
|
| |
201.0
|
| |
35.6
|
| |
236.6
|
Intangible assets - Restaurant contracts
|
| |
39.4
|
| |
—
|
| |
39.4
|
Intangible assets – Development costs
|
| |
—
|
| |
10.8
|
| |
10.8
|
Trade and other receivables
|
| |
0.1
|
| |
0.9
|
| |
1.0
|
Cash
|
| |
7.9
|
| |
—
|
| |
7.9
|
Trade and other payables
|
| |
(8.5)
|
| |
(0.4)
|
| |
(8.9)
|
Provisions
|
| |
(0.2)
|
| |
—
|
| |
(0.2)
|
Deferred tax in respect of losses and intangible assets
|
| |
(0.2)
|
| |
(0.1)
|
| |
(0.3)
|
Total consideration
|
| |
239.5
|
| |
46.8
|
| |
286.3
|
Initial cash consideration
|
| |
216.0
|
| |
21.8
|
| |
237.8
|
Contingent consideration unpaid
|
| |
23.5
|
| |
20.8
|
| |
44.3
|
Fair value of shareholding at the point control obtained
|
| |
—
|
| |
4.2
|
| |
4.2
|
Total consideration
|
| |
239.5
|
| |
46.8
|
| |
286.3
|
Net cash outflow arising on acquisition
|
| |
|
| |
|
| |
|
Cash consideration
|
| |
216.0
|
| |
21.8
|
| |
237.8
|
Cash acquired
|
| |
(7.9)
|
| |
—
|
| |
(7.9)
|
Net cash outflow
|
| |
208.1
|
| |
21.8
|
| |
229.9
|
Contribution since control obtained
|
| |
|
| |
|
| |
|
Revenue
|
| |
n/a
|
| |
n/a
|
| |
n/a
|
Loss for the year
|
| |
n/a
|
| |
n/a
|
| |
n/a
|
1.
|
Immediately after acquisition, the Hungryhouse consumers and Restaurant Partners were transferred on to the Just Eat UK ordering platform. The Hungryhouse platform ceased operating on 22 May 2018. Because of this, it is not possible to track Hungryhouse’s total contribution to Just Eat’s results since the date of acquisition, as information is only available in respect of orders placed directly through the Hungryhouse platform, which would exclude orders from Hungyhouse consumers that had transferred on to the Just Eat platform.
|
2.
|
Due to the limited amount of time since the acquisition of Flyt, on 31 December 2018, the acquisition accounting was provisional as at 31 December 2018. This included the valuation of the acquired intangible assets as some of the inputs to the valuation models are based on estimates.
|
3.
|
As the Flyt business was acquired on 22 December 2018, there was no significant contribution to Just Eat’s revenue or profits during the year ended 31 December 2018. Had the acquisition completed on 1 January 2018, revenue for the Group for 2018 would have been £998.5 million, while the loss for the year would have been £163.7 million, in each case based on the results of operations of Flyt. These amounts have not been adjusted for any additional depreciation and amortisation that would have been charged assuming the fair value adjustments had applied from 1 January 2018. Such figures are not intended to represent or be indicative of the Group’s results of operations or financial condition that would have been reported had the acquisition been completed as of 1 January 2018 and should not be taken as indicative of the Group’s future results of operations or financial condition.
|
|
| |
Provisional
accounting
£m
|
| |
Fair value
adjustments
£m
|
| |
Final
position
£m
|
Goodwill
|
| |
35.6
|
| |
(1.6)
|
| |
34.0
|
Intangible assets - Development costs
|
| |
10.8
|
| |
2.1
|
| |
12.9
|
Trade and other receivables
|
| |
0.9
|
| |
0.5
|
| |
1.4
|
Trade and other payables
|
| |
(0.4)
|
| |
(0.6)
|
| |
(1.0)
|
Deferred tax liabilities in respect of the intangible assets
|
| |
(1.8)
|
| |
(0.4)
|
| |
(2.2)
|
Deferred tax asset in respect of losses
|
| |
1.7
|
| |
—
|
| |
1.7
|
Total consideration
|
| |
46.8
|
| |
—
|
| |
46.8
|
|
| |
|
| |
|
| |
|
Cash consideration
|
| |
21.8
|
| |
—
|
| |
21.8
|
Contingent consideration
|
| |
20.8
|
| |
—
|
| |
20.8
|
Fair value of shareholding at the point control was obtained
|
| |
4.2
|
| |
—
|
| |
4.2
|
Total consideration
|
| |
46.8
|
| |
—
|
| |
46.8
|
|
| |
Hungryhouse
£m
|
| |
Flyt £m
|
| |
Total
£m
|
Net cash outflow
|
| |
208.1
|
| |
21.8
|
| |
229.9
|
Cash payments made in prior periods
|
| |
(6.0)
|
| |
—
|
| |
(6.0)
|
|
| |
202.1
|
| |
21.8
|
| |
223.9
|
Net cash outflow on current year acquisitions
|
| |
|
| |
|
| |
28.6
|
Net cash on acquisition of subsidiary businesses
|
| |
|
| |
|
| |
252.5
|
|
| |
2019
£m
|
| |
2018
£m
|
Short-term employee benefits
|
| |
5.8
|
| |
8.2
|
Post-employment pension
|
| |
—
|
| |
0.1
|
Termination benefits
|
| |
0.8
|
| |
1.0
|
Share based compensation
|
| |
3.1
|
| |
2.7
|
Total compensation of key management personnel
|
| |
9.7
|
| |
12.0
|
Year of issue
|
| |
2019
Number
(‘000)
|
| |
2018
Number
(‘000)
|
| |
Vesting date
|
| |
Weighted
average
threshold/
exercise price
(pence)
|
2013
|
| |
105
|
| |
408
|
| |
Up to July 2016
|
| |
49.9
|
2015
|
| |
90
|
| |
159
|
| |
Up to May 2018
|
| |
—
|
2016
|
| |
213
|
| |
463
|
| |
Up to December 2019
|
| |
—
|
2017
|
| |
322
|
| |
647
|
| |
Up to September 2020
|
| |
—
|
2018
|
| |
434
|
| |
833
|
| |
Up to September 2021
|
| |
—
|
2019
|
| |
564
|
| |
—
|
| |
Up to September 2022
|
| |
—
|
|
| |
1,728
|
| |
2,510
|
| |
|
| |
|
•
|
the acceleration of deferred consideration payments in relation to City Pantry and Practi of £12.1 million;
|
•
|
cessation of the Just Eat Limited share option schemes. Existing options vested in proportion to the vesting period to date, resulting in no additional charge to the income statement in 2020. The unvested portions transferred to the new parent company’s schemes; and
|
•
|
the requirement to obtain waivers from the RCF syndicate banks for the change in control, which were obtained prior to 31 January 2020.
|
|
| |
|
| |
|
| |
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GRUBHUB INC.
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By:
|
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/s/ Matt Maloney
|
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|
| |
|
| |
Name:
|
| |
Matt Maloney
|
|
| |
|
| |
Title:
|
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Chief Executive Officer
|
|
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CHECKERS MERGER SUB I, INC.
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By:
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/s/ Sophie Versteege
|
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|
| |
|
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Name:
|
| |
Sophie Versteege
|
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|
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Title:
|
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Secretary
|
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CHECKERS MERGER SUB II, INC.
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By:
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/s/ Sophie Versteege
|
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| |
|
| |
Name:
|
| |
Sophie Versteege
|
|
| |
|
| |
Title:
|
| |
Secretary
|
|
| |
JUST EAT TAKEAWAY.COM N.V.
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||||||
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By:
|
| |
/s/ Jitse Groen
|
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|
| |
|
| |
Name:
|
| |
Jitse Groen
|
|
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Title:
|
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Chief Executive Officer
|
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GRUBHUB INC.
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by
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/s/ Matt Maloney
|
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|
| |
|
| |
Name:
|
| |
Matt Maloney
|
|
| |
|
| |
Title:
|
| |
Chief Executive Officer
|
|
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|
| |
|
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|
|
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CHECKERS MERGER SUB I, INC.
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by
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/s/ Sophie Versteege
|
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|
| |
|
| |
Name:
|
| |
Sophie Versteege
|
|
| |
|
| |
Title:
|
| |
Secretary
|
|
| |
|
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CHECKERS MERGER SUB II, INC.
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by
|
| |
/s/ Sophie Versteege
|
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|
| |
|
| |
Name:
|
| |
Sophie Versteege
|
|
| |
|
| |
Title:
|
| |
Secretary
|
|
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|
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|
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JUST EAT TAKEAWAY.COM N.V.
|
||||||
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|
|
| |
by
|
| |
/s/ Brent Wissink
|
|||
|
| |
|
| |
Name:
|
| |
Brent Wissink
|
|
| |
|
| |
Title:
|
| |
Chief Financial Officer
|
(a)
|
The third recital to the Merger Agreement is hereby amended by replacing the words “each Parent ADS representing one Parent Ordinary Share” with “each Parent ADS representing a number of Parent Ordinary Shares equal to the ADS Ratio”.
|
(b)
|
The first sentence of Section 2.1(c)(i) of the Merger Agreement is hereby amended and restated in its entirety as follows:
|
(c)
|
The third sentence of Section 2.3(a) of the Merger Agreement is hereby amended by replacing the words “equal to the number of Parent ADSs issuable pursuant to Section 2.1(c)” with “equal to the product of (A) the number of Parent ADSs issuable pursuant to Section 2.1(c) and (B) the ADS Ratio”.
|
(d)
|
Section 2.3(e) of the Merger Agreement is hereby amended by replacing the words “the Exchange Ratio” with “the Exchange Ratio divided by the ADS Ratio pursuant to Section 2.1(c)(i)”.
|
(e)
|
Section 2.4(a) of the Merger Agreement is hereby amended and restated in its entirety as follows:
|
(f)
|
Section 2.4(b) of the Merger Agreement is hereby amended and restated in its entirety as follows:
|
(g)
|
Section 2.6(b) of the Merger Agreement is hereby amended and restated in its entirety as follows:
|
(h)
|
Section 5.15(a) of the Merger Agreement is hereby amended by replacing the words “that each Parent ADS under the ADR Facility shall represent and be exchangeable for one Parent Ordinary Share ranking pari passu” with “that each Parent ADS under the ADR Facility shall represent and be exchangeable for a number of Parent Ordinary Shares equal to the ADS Ratio and ranking pari passu”.
|
(i)
|
Section 8.13 of the Merger Agreement is hereby amended by amending and restating the definition of “Exchange Ratio” in its entirety as follows:
|
(j)
|
Section 8.13 of the Merger Agreement is hereby amended by adding the following defined terms in alphabetical order:
|
(a)
|
The Company has all necessary corporate power and authority to execute and deliver this Amendment.
|
(b)
|
The execution and delivery of this Amendment have been duly authorized and approved by the Company Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery of this Amendment.
|
(c)
|
This Amendment has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.
|
(a)
|
Each of Parent, Merger Sub and Merger Sub II has all necessary corporate power and authority to execute and deliver this Amendment.
|
(b)
|
The execution and delivery of this Amendment have been duly authorized and approved by all necessary corporate action by Parent, Merger Sub and Merger Sub II (including by the Parent Boards and the board of directors of each Merger Sub), and no other corporate action on the part of Parent, Merger Sub or Merger Sub II is necessary to authorize the execution and delivery of this Amendment.
|
(c)
|
This Amendment has been duly executed and delivered by Parent, Merger Sub and Merger Sub II and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent, Merger Sub and Merger Sub II, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
|
|
| |
GRUBHUB INC.
|
||||||
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| |
|
| |
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| |
by
|
| |
/s/ Matt Maloney
|
|||
|
| |
|
| |
Name:
|
| |
Matt Maloney
|
|
| |
|
| |
Title:
|
| |
Chief Executive Officer
|
|
| |
|
| |
|
| |
|
|
| |
CHECKERS MERGER SUB I, INC.
|
||||||
|
| |
|
| |
|
| |
|
|
| |
by
|
| |
/s/ Sophie Versteege
|
|||
|
| |
|
| |
Name:
|
| |
Sophie Versteege
|
|
| |
|
| |
Title:
|
| |
Secretary
|
|
| |
|
| |
|
| |
|
|
| |
CHECKERS MERGER SUB II, INC.
|
||||||
|
| |
|
| |
|
| |
|
|
| |
by
|
| |
/s/ Sophie Versteege
|
|||
|
| |
|
| |
Name:
|
| |
Sophie Versteege
|
|
| |
|
| |
Title:
|
| |
Secretary
|
|
| |
|
| |
|
| |
|
|
| |
JUST EAT TAKEAWAY.COM N.V.
|
||||||
|
| |
|
| |
|
| |
|
|
| |
by
|
| |
/s/ Brent Wissink
|
|||
|
| |
|
| |
Name:
|
| |
Brent Wissink
|
|
| |
|
| |
Title:
|
| |
Chief Financial Officer
|
|
| |
with a copy (which shall not constitute notice) to:
|
|||
|
| |
|
|||
|
| |
Kirkland & Ellis LLP
|
|||
|
| |
601 Lexington Avenue
|
|||
|
| |
New York, NY 10022
|
|||
|
| |
Attention:
|
| |
Daniel Wolf
|
|
| |
|
| |
Laura Sullivan
|
|
| |
Email:
|
| |
daniel.wolf@kirkland.com
|
|
| |
|
| |
laura.sullivan@kirkland.com
|
|
| |
and
|
|||
|
| |
|
|||
|
| |
NautaDutilh N.V.
|
|||
|
| |
Beethovenstraat 400
|
|||
|
| |
1082 PR Amsterdam
|
|||
|
| |
The Netherlands
|
|||
|
| |
Attention:
|
| |
Stefan Wissing
|
|
| |
Email:
|
| |
stefan.wissing@nautadutilh.com
|
|
| |
if to Shareholder, to:
|
|||
|
| |
|
|||
|
| |
Jitse Groen
|
|||
|
| |
Oosterdoksstraat 80
|
|||
|
| |
1011 DK Amsterdam
|
|||
|
| |
The Netherlands
|
|||
|
| |
Email:
|
| |
jitse.groen@takeaway.com
|
|
| |
with a copy (which shall not constitute notice) to:
|
|||
|
| |
|
|||
|
| |
Cravath, Swaine & Moore LLP
|
|||
|
| |
Worldwide Plaza
|
|||
|
| |
825 Eighth Avenue
|
|||
|
| |
New York, NY 10019
|
|||
|
| |
Attention:
|
| |
G.J. Ligelis Jr.
|
|
| |
Email:
|
| |
gligelisjr@cravath.com
|
|
| |
and
|
|||
|
| |
|
| ||
|
| |
De Brauw Blackstone Westbroek N.V.
|
|||
|
| |
Claude Debussylaan 80
|
|||
|
| |
1082 MD Amsterdam
|
|||
|
| |
The Netherlands
|
|||
|
| |
Attention:
|
| |
Klaas de Vries
|
|
| |
Email:
|
| |
klaas.devries@debrauw.com
|
|
| |
GRUBHUB INC.
|
|||
|
| |
|
|||
|
| |
By:
|
| |
/s/ Matt Maloney
|
|
| |
Name:
|
| |
Matt Maloney
|
|
| |
Title:
|
| |
Chief Executive Officer
|
|
| |
SHAREHOLDER
|
|
| |
|
|
| |
/s/ Jitse Groen
|
|
| |
Name: Jitse Groen
|
|
| |
|
|
| |
DISCLOSED OWNED SHARES
|
|
| |
|
|
| |
15,318,766 Shares; and
29,775 other Equity Interests (including 5,780
options and 23,995 conditional options)
|
(i)
|
reviewed certain publicly available business and financial information relating to the Company and Parent that we deemed to be relevant, including publicly available research analysts’ estimates;
|
(ii)
|
reviewed certain non-public historical operating data and assumptions relating to the Company prepared and furnished to us by management of the Company and approved for use in connection with this opinion by the management of the Company;
|
(iii)
|
reviewed certain projected financial data relating to the Company and furnished to us by the management of the Company, as approved for our use by the Company, and certain projected financial data relating to Parent based on Wall Street research, as adjusted and approved for our use by the Company (collectively, the “Forecasts”), including certain operating synergies prepared by the management of the Company expected to result from the Mergers, as approved for our use by the Company (the “Synergies”);
|
(iv)
|
discussed with managements of the Company and Parent their assessment of the past and current operations of Parent, the current financial condition and prospects of Parent and the Forecasts relating to Parent, and discussed with management of the Company its assessment of the past and current operations of the Company, the current financial condition and prospects of the Company and the Forecasts;
|
(v)
|
performed discounted cash flow analyses on the Company based on the Forecasts and other data provided by the management of the Company, as applicable;
|
(vi)
|
performed discounted cash flow analyses on Parent based on the Forecasts and other data provided by the management of the Company, as applicable;
|
(vii)
|
reviewed the reported prices and the historical trading activity of the Company Common Stock and the Parent Ordinary Shares;
|
(viii)
|
compared the financial performance of the Company and Parent and their respective stock market trading multiples with those of certain other publicly traded companies that we deemed relevant;
|
(ix)
|
reviewed the acquisition premia for acquisition transactions announced during the time from January 1, 2010 to June 5, 2020 involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were greater than $1 billion;
|
(x)
|
reviewed the financial terms and conditions of the Merger Agreement; and
|
(xi)
|
performed such other analyses and examinations and considered such other factors that we deemed appropriate.
|
|
| |
Very truly yours,
|
|||
|
| |
|
| |
|
|
| |
EVERCORE GROUP L.L.C.
|
|||
|
| |
By:
|
| |
/s/ Naveen Nataraj
|
|
| |
|
| |
Naveen Nataraj
|
|
| |
|
| |
Senior Managing Director
|
AFM
|
| |
:
|
| |
the Netherlands Authority for Financial Markets (Stichting Autoriteit Financiële Markten);
|
AFM Register
|
| |
:
|
| |
the register as referred to in section 1:107 Dutch Financial Supervision Act (Wet op het financieel toezicht) kept by AFM, which is accessible through the website of AFM;
|
Annual Accounts
|
| |
:
|
| |
the annual accounts referred to in section 2:361 BW;
|
Auditor
|
| |
:
|
| |
a registered accountant or another expert, as referred to in section 2:393(1) BW;
|
BW
|
| |
:
|
| |
the Dutch Civil Code;
|
CEO
|
| |
:
|
| |
a Managing Director with the title Chief Executive Officer or CEO;
|
Central Institute
|
| |
:
|
| |
a central institute as referred to in the Wge;
|
Chairman
|
| |
:
|
| |
a Supervisory Director with the title Chairman;
|
CFO
|
| |
:
|
| |
a Managing Director with the title Chief Financial Officer or CFO;
|
Collective Depot
|
| |
:
|
| |
a collective depot as referred to in the Wge;
|
Company
|
| |
:
|
| |
the limited liability company, the organisation of which is laid down in these articles of association;
|
Company Secretary
|
| |
:
|
| |
a person acting as secretary of the Company pursuant to article 7.1.4;
|
General Meeting
|
| |
:
|
| |
the corporate body that consists of Shareholders and all other Persons with Meeting Rights / the meeting in which Shareholders and all other Persons with Meeting Rights assemble;
|
Giro Depot
|
| |
:
|
| |
a giro depot as referred to in the Wge;
|
Gribhold
|
| |
:
|
| |
Gribhold B.V., a private company with limited liability, registered with the Trade Register under number: 06089183;
|
Group Company
|
| |
:
|
| |
a group company as referred to in section 2:24b BW;
|
Intermediary
|
| |
:
|
| |
an intermediary as referred to in the Wge;
|
Management Board
|
| |
:
|
| |
the corporate body entrusted with the management of the Company;
|
Management Board Rules
|
| |
:
|
| |
rules of the Management Board governing its internal proceedings, providing for the division of its duties among the Managing Directors and setting out the adoption of resolutions;
|
Management Report
|
| |
:
|
| |
the management report referred to in section 2:391 BW;
|
Managing Director
|
| |
:
|
| |
a member of the Management Board;
|
Meeting Rights
|
| |
:
|
| |
the right to attend the General Meeting and to address such meeting, either in person or by proxy authorised in writing;
|
Persons with Meeting Rights
|
| |
:
|
| |
Shareholders as well as holders of a right of usufruct and holders of a right of pledge with Meeting Rights, subject to article 8.4.1;
|
Persons with Voting Rights
|
| |
:
|
| |
Shareholders with voting rights as well as holders of a right of usufruct and holders of a right of pledge with voting rights, subject to article 8.4.1;
|
Record Date
|
| |
:
|
| |
the twenty-eighth (28th) day prior to a General Meeting;
|
Share
|
| |
:
|
| |
an ordinary share in the share capital of the Company;
|
Shareholder
|
| |
:
|
| |
a holder of a Share;
|
Subsidiary
|
| |
:
|
| |
a subsidiary as referred to in section 2:24a BW;
|
Supervisory Board
|
| |
:
|
| |
the corporate body entrusted with the statutory supervision of the policies of the Management Board and the other responsibilities imposed on the Supervisory Board by the law and these articles of association;
|
Supervisory Board Rules
|
| |
:
|
| |
rules of the Supervisory Board governing its internal proceedings;
|
Supervisory Director
|
| |
:
|
| |
a member of the Supervisory Board;
|
Vice-Chairman
|
| |
:
|
| |
a Supervisory Director with the title Vice- Chairman; and
|
Wge
|
| |
:
|
| |
the Dutch Act on Securities Transactions by Giro
|
|
| |
|
| |
(Wet giraal effectenverkeer).
|
a.
|
to incorporate, participate in and conduct the management of other companies and enterprises;
|
b.
|
to render administrative, technical, financial, economic or managerial services to other companies, persons and enterprises;
|
c.
|
to acquire, dispose of, manage and utilize real property, personal property and other goods, including patents, trademark rights, licenses, permits and other industrial property rights;
|
d.
|
to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness and to enter into agreements in connection with aforementioned activities; and
|
e.
|
to grant guarantees, to bind the Company and to pledge its assets for obligations of the Company, group companies and third parties,
|
3.1.1.
|
The authorised share capital of the Company amounts to sixteen million euro (EUR 16,000,000) and is divided into four hundred million (400,000,000) Shares, each with a nominal value of four eurocents (EUR 0,04).
|
3.1.2.
|
The Shares shall be in registered form and shall be consecutively numbered from 1 onwards.
|
3.1.3.
|
No share certificates shall be issued.
|
3.2.1.
|
Shares are issued pursuant to a resolution of the Management Board that has been approved by the Supervisory Board, provided that the Management Board has been authorised to do so by a resolution of the General Meeting for a specific period. The resolution of the General Meeting granting this authorisation will determine the number of Shares that may be issued. Unless otherwise stipulated at its grant, the authorisation cannot be withdrawn.
|
3.2.2.
|
If and insofar as the Management Board is not authorised as referred to in article 3.2.1, the General Meeting is entitled to resolve to issue Shares upon the proposal of the Management Board, which proposal has been approved by the Supervisory Board.
|
3.2.3.
|
Articles 3.2.1 and 3.2.2 equally apply to a grant of rights to subscribe for Shares, but shall not apply to an issue of Shares to a person who exercises a previously acquired right to subscribe for Shares.
|
3.2.4.
|
Save for the provisions of section 2:80 BW, the issue price may not be below the nominal value of the Shares.
|
3.2.5.
|
Shares shall be issued in accordance with the provisions of sections 2:86c and 2:96 BW.
|
3.2.6.
|
Upon issue of a Share, the Company may effect the transfer for the purpose of incorporation in the Giro Depot and a Collective Depot respectively, without cooperation of other participants or the cooperation of other Intermediaries. That transfer will be effected by the Company entering the Share in the register of Shareholders in the name of the Central Institute or the Intermediary, thereby stating the fact that the Share has become part of the Giro Depot or the Collective Depot and setting out the other details as referred to in article 6.1.3, and by the Central Institute or the Intermediary accepting the transfer.
|
3.3.1.
|
Shares may only be issued against payment in full of the amount at which such Shares are issued and with due observance of the provisions of sections 2:80a and 2:80b BW.
|
3.3.2.
|
Payment on a Share must be made in cash, provided no alternative contribution has been agreed.
|
3.3.3.
|
Payment on a Share in cash may be made in a foreign currency if the Company agrees to this.
|
3.3.4.
|
The Company may grant loans for the purpose of a subscription for or an acquisition of Shares subject to any applicable statutory provisions.
|
3.3.5.
|
The Management Board may perform legal acts as referred to in section 2:94 BW without the approval of the General Meeting.
|
3.4.1.
|
Upon the issue of Shares, each holder of Shares has a pre-emptive right to acquire newly issued Shares, in proportion to the aggregate amount of his or her Shares, it being understood that this pre-emptive right shall not apply to:
|
a.
|
Shares that are issued to employees of the Company or employees of a Group Company; and
|
b.
|
Shares that are issued that are paid for in kind.
|
3.4.2.
|
Pre-emptive rights may be limited or excluded by a resolution of the General Meeting upon the proposal of the Management Board, which proposal has been approved by the Supervisory Board. The Management Board is authorised to resolve, subject to the approval of the Supervisory Board, on the limitation or exclusion of the pre-emptive right if and to the extent the Management Board has been designated by the General Meeting. Unless provided otherwise in the designation, the designation cannot be cancelled.
|
3.4.3.
|
The General Meeting, or the Management Board if so authorised in accordance with article 3.2.1, will, when adopting a resolution to issue Shares, determine how and the exact time period when a pre-emptive right may be exercised.
|
3.4.4.
|
The Company shall announce the issue of Shares subject to pre-emptive rights and the time period when those rights can be exercised in a manner as is prescribed by applicable law and applicable stock exchange regulations, including but not limited to an announcement published by electronics means.
|
3.4.5.
|
This article 3.4 equally applies to (i) a sale of Shares held by the Company and (ii) a grant of rights to subscribe for Shares, but shall not apply to an issue of Shares to a person who exercises a previously acquired right to subscribe for Shares. In respect of a sale of Shares held by the Company (i) the last sentence of article 3.4.2 does not apply and (ii) the determination as referred to in article 3.4.3 is made by the Management Board.
|
4.1.1.
|
The Company may acquire Shares if and to the extent the General Meeting has authorised the Management Board for this purpose and with due observance of applicable statutory provisions. The authorisation will only be valid for a specific period. The resolution of the Management Board to acquire fully paid-up Shares is subject to approval of the Supervisory Board.
|
4.1.2.
|
The authorisation of the General Meeting as referred to in article 4.1.1 is not required if the Company acquires Shares for the purpose of transferring those Shares, under an applicable employee stock purchase plan, to employees of the Company or a Group Company, provided those Shares are quoted on the official list of any stock exchange.
|
5.1.1.
|
The transfer of rights a Shareholder holds with regard to Shares included in the Giro Depot or Collective Depot must take place in accordance with the provisions of the Wge.
|
5.1.2.
|
The transfer of a Share requires a deed executed for that purpose and, save in the event that the Company itself is a party to the transaction, written acknowledgement by the Company of the transfer. Service of notice of the transfer deed or of a certified notarial copy or extract of that deed on the Company will be the equivalent of acknowledgement as stated in this article 5.1.2.
|
5.1.3.
|
If a Share is transferred for the purpose of incorporation in a Collective Depot, the transfer shall be accepted by the relevant Intermediary. If a Share is transferred for incorporation in the Giro Depot, the Central Institute shall accept the transfer. The transfer and acceptance may take place without the cooperation of the other participants in the Collective Depot and without the cooperation of other Intermediaries.
|
5.1.4.
|
Delivery (uitlevering) of Shares which belong to a Collective Depot or a Giro Depot may only take place with due observance of the provisions of Section 26 and Section 45 Wge.
|
5.1.5.
|
An Intermediary may transfer Shares for the purpose of inclusion in the Giro Depot and, to the extent that delivery may take place, delivery from the Collective Depot without the cooperation of the other participants. The Central Institute may, to the extent that delivery may take place, deliver from the Collective Depot for inclusion in a Collective Depot without the cooperation of the other participants.
|
5.1.6.
|
Article 5.1.2 applies mutatis mutandis to the transfer of a limited right to a Share not included in the Giro Depot, provided that a pledge may also be created without acknowledgement by or service of notice on the Company and that section 3:239 BW applies, in which case acknowledgement by or service of notice on the Company will replace the announcement referred to in section 3:239(3) BW.
|
6.1.1.
|
The Management Board shall keep a register of Shareholders. The register must be regularly updated.
|
6.1.2.
|
Each Shareholder’s name, his or her address and such further information as required by law or considered appropriate by the Management Board must be recorded in the register.
|
6.1.3.
|
If shares, as referred to in the Wge belong to (i) a Collective Depot, of which shares form part kept by an Intermediary or (ii) a Giro Depot, of which shares form part, as being kept by a Central Institute, the name and address of the Intermediary or the Central Institute shall be entered in the register of Shareholders, stating the date on which those shares became part of a Collective Depot or the Giro Depot, the date of acknowledgement by or giving of notice to as well as the paid-up amount on each share.
|
6.1.4.
|
The register may be kept in several copies and in several places.
|
6.1.5.
|
Upon his or her request, the Company shall provide a Shareholder free of charge with written evidence of the contents of the register with regard to the Shares registered in his or her name. The statement issued may be validly signed on behalf of the Company by a person to be designated for that purpose by the Management Board.
|
6.1.6.
|
The provisions of articles 6.1.2 and 6.1.5 equally apply to persons who hold a right of usufruct or a right of pledge on one or more Shares.
|
6.3.1.
|
A right of pledge may be established on Shares.
|
6.3.2.
|
If a Share is encumbered with a right of pledge, the voting right attached to that Share vests in the Shareholder, unless at the creation of the pledge the voting right was granted to the pledgee. Holders of a right of pledge with voting rights have Meeting Rights. Holders of a right of pledge without voting rights do not have Meeting Rights.
|
6.3.3.
|
Shareholders who as a result of the granting of a right of pledge do not have voting rights have Meeting Rights.
|
6.4.1.
|
A right of usufruct may be established on Shares.
|
6.4.2.
|
If a Share is encumbered with a right of usufruct, the voting right attached to that Share will vest in the Shareholder, unless at the creation of the right of usufruct the voting right has been granted to the holder of the right of usufruct.
|
6.4.3.
|
Shareholders who as a result of the granting of a right of usufruct do not have voting rights have Meeting Rights. Holders of a right of usufruct who have no voting rights have no Meeting Rights.
|
7.1.1.
|
The Company will be managed by a Management Board under the supervision of a Supervisory Board.
|
7.1.2.
|
Each Managing Director shall perform his or her duties properly vis-à-vis the Company. These duties include all managing duties that have not been allocated to one or more other Managing Directors by law or by these articles of association. In fulfilling their tasks, the Managing Directors must be guided by the interests of the Company and its business enterprise. Each Managing Director is responsible for the Company’s general course of affairs.
|
7.1.3.
|
The Supervisory Board shall carry out the supervision of the policies of the Management Board and of the general course of the Company’s affairs and its business enterprise. The Supervisory Board shall support the Management Board with advice. In fulfilling their duties the Supervisory Directors must be guided by the interests of the Company and its business enterprise.
|
7.1.4.
|
The Management Board appoints the Company Secretary with the approval of the Supervisory Board. The Management Board may at all times dismiss the Company Secretary with the approval of the Supervisory Board.
|
7.2.1.
|
The Management Board shall consist of two (2) or more Managing Directors. The Supervisory Board shall determine the exact number of Managing Directors. Managing Directors will be appointed by the General Meeting. One of the Managing Directors shall be appointed as CEO and one of the Managing Directors shall be appointed as CFO. The Supervisory Board may grant other titles to other Managing Directors (if appointed).
|
7.2.2.
|
If a Managing Director is to be appointed, the Supervisory Board will make a binding nomination.
|
7.2.3.
|
If no nomination has been made by the Supervisory Board within sixty (60) days after it has been requested to do so by the Management Board, this must be stated in the notice and the Management Board will make a non-binding nomination. If no nomination has been made by the Management Board, this must be stated in the notice as well and the General Meeting may appoint a Managing Director at its discretion.
|
7.2.4.
|
A Managing Director is appointed for a term up to, at the latest, the end of the annual General Meeting held in the calendar year following the calendar year of appointment, or, in case a Managing Director is appointed upon a binding nomination, the term set out in such nomination. In each case, in no instance shall the term of appointment of a Managing Director end for as long as such resignation would result in no Managing Directors being in office. Managing Directors may be reappointed with due observance of this article 7.2.4.
|
7.2.5.
|
The Supervisory Board may propose to the General Meeting to suspend or dismiss a Managing Director.
|
7.2.6.
|
If the suspension or dismissal of a Managing Director was proposed to the General Meeting by the Supervisory Board, the resolution is adopted by an absolute majority of the votes cast without a quorum required. In all other cases, the General Meeting may only suspend or dismiss a Managing Director with an absolute majority of the votes cast, representing more than one third (1/3) of the issued share capital.
|
7.2.7.
|
The Supervisory Board may also at all times suspend but not dismiss a Managing Director. A General Meeting must be held within three (3) months after a suspension of a Managing Director has taken effect, in which meeting a resolution must be adopted to either terminate or extend the suspension for a maximum period of another three (3) months, with articles 7.2.5 and 7.2.6 taken into account. The suspended Managing Director must be given the opportunity to account for his or her actions at that meeting.
|
7.2.8.
|
If one or more Managing Directors are prevented from acting, or in the case of a vacancy or vacancies for one or more Managing Directors, the remaining Managing Directors will temporarily be in charge of the management, without prejudice to the right of the Supervisory Board to appoint a temporary Managing Director to replace the Managing Director concerned.
|
7.3.1.
|
The Company has a policy in respect of the remuneration of the Management Board. The policy is adopted by the General Meeting upon the proposal of the Supervisory Board.
|
7.3.2.
|
The remuneration of the Managing Directors is determined by the Supervisory Board with due observance of the remuneration policy adopted by the General Meeting.
|
7.3.3.
|
A proposal with respect to remuneration schemes in the form of Shares or rights to Shares must be submitted by the Supervisory Board to the General Meeting for its approval.
|
7.4.1.
|
The Management Board may draw up Management Board Rules. The adoption and amendment of these Management Board Rules is subject to the approval of the Supervisory Board.
|
7.4.2.
|
The Management Board may institute committees from among its members.
|
7.4.3.
|
The Management Board shall meet whenever a Managing Director so requires. The Management Board will adopt its resolutions by an absolute majority of the votes cast, unless the Management Board Rules provide otherwise. In a tie vote the resolution will be adopted by the Supervisory Board, unless there are more than two (2) Managing Directors entitled to vote, in which case the CEO shall have a casting vote.
|
7.4.4.
|
The Supervisory Board may decide that specific resolutions of the Management Board require its approval. Such resolution must be clearly defined in the Management Board Rules or in a resolution adopted by the Supervisory Board to that effect with a notification thereof to the Management Board.
|
7.4.5.
|
The approval of the Supervisory Board and the General Meeting is required for resolutions of the Management Board regarding a significant change in the identity or nature of the Company or its business enterprise, including in any event to:
|
a.
|
transfer the business enterprise or practically the entire business enterprise to a third party;
|
b.
|
conclude or cancel any long-lasting cooperation by the Company or a Subsidiary with any other legal person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that the cooperation or the cancellation of that cooperation is of essential importance to the Company; and
|
c.
|
acquire or dispose of a participating interest in the capital of a company with a value of at least one-third of the sum of the assets according to the consolidated balance sheet with explanatory notes to that balance sheet according to the last adopted Annual Accounts of the Company, by the Company or a Subsidiary.
|
7.4.6.
|
The Management Board shall provide the Supervisory Board in good time with all information necessary for the exercise of the duties of the Supervisory Board. At least once per year the Management Board shall inform the Supervisory Board in writing of the main features of the strategic policy, the general and financial risks and the management and control systems of the Company.
|
a.
|
the operational and financial objectives of the Company;
|
b.
|
the strategy designed to achieve those objectives; and
|
c.
|
the parameters to be applied in relation to the strategy, for example in respect of the financial ratios.
|
7.4.7.
|
If it has been determined by the Supervisory Board that a Managing Director has a direct or indirect personal conflict of interest with the Company, he or she shall not participate in the deliberations and the decision-making process of the Management Board. If no resolution of the Management Board can be adopted as a result of a Managing Director being unable to participate in deliberations due to a personal conflict of interest, the resolution may be adopted by the Supervisory Board.
|
7.4.8.
|
The Management Board may also adopt resolutions without holding a meeting, provided those resolutions are adopted in writing or in a reproducible manner by electronic means of communication and all the Managing Directors entitled to vote have consented to adopting the resolution outside a meeting.
|
7.5.1.
|
The Management Board, as well as each Managing Director acting individually, is authorised to represent the Company.
|
7.5.2.
|
The Management Board may authorise one or more persons, whether or not employed by the Company, to represent the Company (procuratie) or authorise in a different manner one or more persons to represent the Company on a continuing basis.
|
7.6.1.
|
The Supervisory Board shall exercise the supervision of the management as conducted by the Management Board and the general course of business in the Company and its business enterprise. The Supervisory Board will consist of at least three (3) Supervisory Directors and the Supervisory Board will set the exact number of Supervisory Directors, taking into account articles 7.6.2. and 7.6.3. The Supervisory Directors must be natural persons.
|
7.6.2.
|
The Supervisory Board shall in any case consist of a Chairman and a Vice-Chairman.
|
7.6.3.
|
The Supervisory Directors are appointed by the General Meeting upon a binding nomination of the Supervisory Board, provided that one (1) Supervisory Director shall be appointed upon a binding nomination by Gribhold until the date it becomes public information by means of the AFM Register that Gribhold holds less than ten per cent (10%) of the issued Shares.
|
7.6.4.
|
If a nomination has not been made, this must be stated in the notice and the General Meeting may appoint a Supervisory Director at its discretion.
|
7.6.5.
|
A Supervisory Director is appointed for a term up to, at the latest, the end of the annual General Meeting held in the calendar year following the calendar year of appointment or, in case a Supervisory Director is appointed upon a binding nomination made by the Supervisory Board, the term set out in such nomination. In each case, in no instance shall the term of appointment of a Supervisory Director end for as long as such resignation would result in no Supervisory Directors being in office. Supervisory Directors may be reappointed with due observance of this article 7.6.5.
|
7.6.6.
|
The Supervisory Board may propose to the General Meeting to suspend or dismiss a Supervisory Director.
|
7.6.7.
|
If the suspension or dismissal was proposed to the General Meeting by the Supervisory Board, the resolution is adopted by an absolute majority without a quorum required. In all other cases, the General Meeting may only suspend or dismiss a Supervisory Director with an absolute majority of the votes cast, representing more than one third (1/3) of the issued share capital.
|
7.6.8.
|
A General Meeting must be held within three (3) months after a suspension of a Supervisory Director has taken effect, in which meeting a resolution must be adopted to either terminate or extend the suspension for a maximum period of another two (2) months, with articles 7.6.6 and 7.6.7 taken into account. The suspended Supervisory Director must be given the opportunity to account for his or her actions at that meeting.
|
7.6.9.
|
If one or more Supervisory Directors are prevented from acting, or in the case of a vacancy or vacancies for one or more Supervisory Directors, the remaining Supervisory Directors will temporarily be in charge of the supervision, without prejudice to the right of the General Meeting to appoint a temporary Supervisory Director to replace the Supervisory Director concerned.
|
7.6.10.
|
The Supervisory Board may institute committees from among its members.
|
7.6.11.
|
The Supervisory Board shall prepare a profile of its size and composition, taking account of the nature of the business, its activities and the desired expertise and background of the Supervisory Directors.
|
7.8.1.
|
The Supervisory Board may adopt Supervisory Board Rules.
|
7.8.2.
|
The Supervisory Board shall meet whenever a Supervisory Director or a Managing Director so requires. The Supervisory Board will adopt its resolutions both at and outside a meeting if the absolute majority of the Supervisory Directors entitled to vote, has voted in favour of the resolution, unless the Supervisory Board Rules provide otherwise. In the event of a tie vote, the proposal shall be rejected. A document stating that one or more resolutions have been adopted by the Supervisory Board and signed by the Company Secretary will constitute valid proof of those resolutions. The Supervisory Board Rules may provide that one or more resolutions can only be adopted when one or more Supervisory Directors with a specific function vote in favor of a specific proposal.
|
7.8.3.
|
At a meeting of the Supervisory Board, a Supervisory Director may only be represented by another Supervisory Director holding a proxy in writing or in a reproducible manner by electronic means of communication.
|
7.8.4.
|
If it has been determined by the Supervisory Board that a Supervisory Director has a direct or indirect personal conflict of interest with the Company, he or she shall not participate in the deliberations and the decision-making process of the Supervisory Board. The Supervisory Board Rules may further specify what qualifies as a conflict of interest as referred to in the preceding sentence. If as a result of a conflict of interest, as referred to in the first sentence of this article, all Supervisory Directors are unable to participate in the deliberations and the decision-making process and no resolution of the Supervisory Board can be adopted, the resolution can be adopted by the General Meeting.
|
7.8.5.
|
If the Supervisory Board Rules provide that the vote in favor of one or more Supervisory Directors with a specific function is required for a resolution to be adopted, and if the Supervisory Board cannot adopt a resolution as a result of a Supervisory Director whose vote in favor of the resolution is required having a conflict of interest as referred to in the first sentence of article 7.8.4, the Supervisory Board Rules may provide that the resolution can nonetheless be adopted by unanimous votes of the other Supervisory Directors entitled to vote.
|
7.8.6.
|
The Managing Directors shall attend the meetings of the Supervisory Board, if invited to do so, and they shall provide in those meetings all information required by the Supervisory Board.
|
7.8.7.
|
The Supervisory Board may decide that one or more Supervisory Directors will have access to all the premises of the Company and will be authorised to examine all books, correspondence and other records and to be fully informed of all actions which have taken place, or may decide that one or more Supervisory Directors will be authorised to exercise a portion of such powers.
|
7.8.8.
|
At the expense of the Company, the Supervisory Board may obtain such advice from experts as the Supervisory Board deems desirable for the proper fulfilment of its duties.
|
7.8.9.
|
The Supervisory Board may appoint from among its members a delegate Supervisory Director, who will be charged with maintaining a more regular contact with the Management Board and to provide the Management Board with advice.
|
7.9.1.
|
Unless Dutch law provides otherwise, the following will be reimbursed to current and former Managing Directors and Supervisory Directors:
|
a.
|
the reasonable costs of conducting a defense against claims based on acts or failures to act in the exercise of their duties or any other duties currently or previously performed by them at the Company’s request;
|
b.
|
any damages or fines payable by them as a result of an act or failure to act as referred to under a.; and
|
c.
|
the reasonable costs of appearing in other legal proceedings or investigations in which they are involved as current or former Managing Directors or Supervisory Directors, with the exception of proceedings primarily aimed at pursuing a claim on their own behalf.
|
7.9.2.
|
There shall be no entitlement to reimbursement as referred to above if and to the extent that:
|
a.
|
a Dutch court or, in the event of arbitration, an arbitrator has established in a final and conclusive decision that the act or failure to act of the person concerned can be characterized as willful (opzettelijk) or grossly negligent (grove schuld) misconduct, unless Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to standards of reasonableness and fairness; or
|
b.
|
the costs or financial loss of the person concerned are covered by insurance and the insurer has paid out the costs or financial loss.
|
7.9.3.
|
The reimbursements as referred to in article 7.9.1 will be made immediately upon receipt of invoices or other documents evidencing the costs or other relevant payment obligations of the director involved. If and to the extent that it has been established by a Dutch court or, in the event of arbitration, by an arbitrator in a final and conclusive decision that the person concerned is not entitled to reimbursement as referred to above, he or she shall immediately repay the amount reimbursed by the Company.
|
7.9.4.
|
The Company may take out liability insurance for the benefit of the persons concerned.
|
8.1.1.
|
General Meetings will be held in Amsterdam, Utrecht, Enschede or Haarlemmermeer.
|
8.1.2.
|
A General Meeting must be held at least once a year, no later than in June of each year.
|
8.1.3.
|
The Management Board and the Supervisory Board shall provide the General Meeting with all information requested, unless this would be contrary to an overriding interest of the Company. If the Management Board or Supervisory Board invokes an overriding interest, it must provide reasons to do so.
|
8.3.1.
|
Notice of a General Meeting must be given by the Management Board or Supervisory Board with due observance of a notice period of at least such number of days prior to the day of the meeting as required by law and in accordance with law and the regulations of any stock exchange where Shares are quoted on the official list.
|
8.3.2.
|
The Management Board or Supervisory Board may decide that the notice to a Person with Meeting Rights who agrees to an electronic notification, is replaced by a legible and reproducible message sent by electronic mail to the address indicated by him to the Company for such purpose.
|
8.3.3.
|
A matter, the consideration of which has been requested in writing by one or more Shareholders, representing solely or jointly at least the percentage of the issued share capital prescribed by law, will be placed on the notice convening a meeting if the Company has received the request not later than on the date as prescribed by law and in accordance with the procedure set by the Company.
|
8.3.4.
|
The Management Board shall inform the General Meeting by means of a shareholders’ circular or explanatory notes to the agenda of all facts and circumstances relevant to the proposals on the agenda.
|
8.4.1.
|
In case the requirements of the last sentence of section 2:119(1) BW are met, the last sentence of this article 8.4.1 applies. In case the requirements of the last sentence of section 2:119(1) BW are not met, the Management Board is authorised to resolve that the last sentence of this article 8.4.1 applies. In respect of a specific General Meeting “Persons with Meeting Rights” and “Persons with Voting Rights” means those persons who:
|
a.
|
are Persons with Meeting Rights or Persons with Voting Rights, respectively, on the Record Date for the relevant General Meeting; and
|
b.
|
are registered as such in a register designated for this purpose by the Management Board, regardless of who is entitled to the Shares at the time of the relevant General Meeting.
|
8.4.2.
|
The Management Board may decide that Persons with Voting Rights may, within a period prior to the General Meeting to be set by the Management Board, which period cannot begin prior to the Record Date, cast their votes electronically in a manner to be decided by the Management Board. Votes cast in accordance with the previous sentence are equal to votes cast at the meeting.
|
8.4.3.
|
The Management Board may decide that the business transacted at a General Meeting can be recorded by electronic means of communication.
|
8.4.4.
|
The Management Board may decide that each Person with Meeting Rights and each Person with Voting Rights may, in person or represented by a written proxy, take part in, address and, where applicable, vote at the General Meeting using electronic means of communication, provided that such person can be identified via the same electronic means and is able to directly observe the proceedings and, where applicable, vote at the General Meeting concerned and can exercise his or her voting rights. The Management Board may attach conditions to the use of the electronic means of communication, provided that these conditions are reasonable and necessary for the identification of the Person with Meeting Rights or the Person with Voting Rights and for the reliability and security of the communication. The conditions must be included in the notice convening the General Meeting and be published on the Company’s website.
|
8.4.5.
|
Managing Directors and Supervisory Directors are entitled to attend the General Meetings. They will have an advisory vote at the General Meetings.
|
8.4.6.
|
Furthermore, admission must be given to the persons whose attendance at the General Meeting is approved by the chairman of the meeting.
|
8.4.7.
|
All issues concerning the admission to the General Meeting will be decided by the chairman of the meeting.
|
8.4.8.
|
In order for a person to be able to exercise Meeting Rights and the right to vote in a specific General Meeting, that person must notify the Company in writing of his or her intention to do so no later than on such day and at such place mentioned in the notice convening the General Meeting. The notice must contain the name and the number of Shares the person will represent in the General Meeting.
|
8.4.9.
|
In the event that Meeting Rights or the right to vote in a General Meeting are to be exercised by a proxy authorised in writing, the proxy must have been received by the Company no later than the date determined by the Management Board as referred to in article 8.4.2. The requirement that a proxy must be in writing is satisfied when the power of attorney is recorded electronically.
|
8.5.1.
|
The General Meeting will be presided over by the Chairman. However, the Chairman may charge another person to preside over the General Meeting in his or her place even if the Chairman is present at the meeting. If the Chairman is absent and he or she has not charged another person to preside over the meeting in his or her place, the Supervisory Directors present at the meeting will appoint one of them to be chairman. If no Supervisory Directors are present at the General Meeting, the General Meeting will be presided by the CEO, or, if the CEO is absent, by the CFO. The chairman shall designate the secretary.
|
8.5.2.
|
The chairman of the meeting will determine the order of proceedings at the meeting with due observance of the agenda and he may restrict the speaking time or take other measures to ensure an orderly progress of the meeting.
|
8.5.3.
|
All issues concerning the proceedings at the meeting will be decided by the chairman of the meeting.
|
8.5.4.
|
Minutes must be kept of the business transacted at the meeting unless a notarial record is prepared of the meeting. Minutes must be adopted and in evidence of that adoption be signed by the chairman and the secretary of the meeting concerned.
|
8.5.5.
|
A document stating that one or more resolutions have been adopted by the General Meeting and signed by the Company Secretary constitutes valid proof of those resolutions.
|
8.6.1.
|
All resolutions of the General Meeting will be adopted by an absolute majority of the votes cast unless the law or these articles of association provide otherwise.
|
8.6.2.
|
Each Share confers the right to cast one (1) vote at the General Meeting. Blank votes and invalid votes will be regarded as not having been cast.
|
8.6.3.
|
No votes may be cast at the General Meeting in respect of Shares held by the Company or any of its Subsidiaries. Holders of a right of usufruct and pledge of Shares which belong to the Company or its Subsidiaries shall not be excluded from the right to vote if the right of usufruct or pledge was created before the Shares concerned were held by the Company or a Subsidiary and at the creation of the right of pledge or the right of usufruct, the voting rights were granted to the pledgee or holder of the right of usufruct. The Company or any of its Subsidiaries shall not cast a vote at the General Meeting in respect of Shares on which it has a right of usufruct or a right of pledge.
|
8.6.4.
|
The chairman of the General Meeting determines the method of voting.
|
8.6.5.
|
The ruling pronounced by the chairman of the General Meeting in respect of the outcome of any vote taken at a General Meeting is decisive. This equally applies to the contents of any resolution adopted.
|
8.6.6.
|
Any and all disputes with regard to voting for which neither the law nor these articles of association provide will be decided by the chairman of the General Meeting.
|
8.7.1.
|
Persons with Voting Rights may also adopt any resolutions which they may adopt at a General Meeting without holding a meeting, provided that the resolution is adopted in writing by the unanimous vote of all Persons with Voting Rights. Resolutions cannot be adopted outside a meeting if registered depositary receipts for shares have been issued with the Company’s cooperation.
|
9.1.1.
|
The financial year of the Company will be the calendar year.
|
9.1.2.
|
Annually, within the period required by law, the Management Board shall prepare Annual Accounts.
|
9.1.3.
|
The Company must ensure that the Annual Accounts as prepared, the Management Report and the other particulars referred to in article 9.1.2 are made available at the office of the Company as of the date of the notice of the General Meeting at which they are to be discussed.
|
9.2.1.
|
The General Meeting shall instruct an Auditor to audit the Annual Accounts prepared by the Management Board, in accordance with the provisions of section 2:393(3) BW. The Auditor shall report on his or her audit to the Management Board and the Supervisory Board and shall present the results of his or her examination in an Auditor’s statement regarding the accuracy of the annual accounts.
|
9.2.2.
|
If the General Meeting fails to issue instructions to the Auditor, the Supervisory Board will be so authorised, or if the Supervisory Board also fails to give issue instructions to an Auditor, the Management Board.
|
9.2.3.
|
The assignment given to the Auditor may be revoked by the General Meeting and by the corporate body which has given that assignment. Furthermore, the assignment given by the Management Board may be revoked by the Supervisory Board.
|
9.2.4.
|
The Management Board as well as the Supervisory Board may give assignments to the Auditor or any other Auditor at the expense of the Company.
|
9.2.5.
|
In accordance with the provisions of section 2:393(1) BW, the Company shall notify the AFM regarding the proposed Auditor to audit the Annual Accounts before an instruction to the Auditor is given as set out in this article 9.2.
|
10.1.1.
|
The Company may make distributions on Shares only to the extent that its
|
10.1.2.
|
Distributions of profit, meaning the net earnings after taxes shown by the adopted Annual Accounts, shall be made after the adoption of the Annual Accounts from which it appears that they are permitted, entirely without prejudice to any of the other provisions of the articles of association.
|
10.1.3.
|
The Management Board may determine, with the approval of the Supervisory Board, that all or part of the profit shall be added to the reserves.
|
10.1.4.
|
The profit remaining after application of article 10.1.3 shall be at the disposal of the General Meeting. The General Meeting may resolve to carry it to the reserves or to distribute it among the holders of Shares.
|
10.1.5.
|
On a proposal of the Management Board, which proposal has been approved by the Supervisory Board, the General Meeting may resolve to distribute to the holders of Shares a dividend in the form of Shares in the capital of the Company.
|
10.1.6.
|
Subject to the other provisions of this article 10.1 the General Meeting may, on a proposal made by the Management Board which proposal is approved by the Supervisory Board, resolve to make distributions to the holders of Shares to the debit of one or several reserves which the Company is not prohibited from distributing by virtue of the law.
|
10.1.7.
|
No dividends on Shares shall be paid to the Company on Shares which the Company itself holds in its own capital or the depositary receipts issued for which are held by the Company, unless such Shares are encumbered with a right of usufruct or pledge.
|
10.1.8.
|
The Management Board is authorised to determine how a deficit appearing from the Annual Accounts will be accounted for.
|
10.2.1.
|
The Management Board, subject to the approval of the Supervisory Board, may resolve to make an interim distribution to the Shareholders, provided that an interim statement of assets and liabilities drawn up in accordance with the statutory requirements shows that the requirement of article 10.1.1 has been fulfilled.
|
10.2.2.
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The interim statement of assets and liabilities must relate to the condition of the assets and liabilities on a date no earlier than the first (1st) day of the third (3rd) month preceding the month in which the resolution to distribute is published. It must be prepared on the basis of generally acceptable valuation methods. The amounts to be reserved under the law and these articles of association must be included in the statement of assets and liabilities. It must be signed by the Managing Directors and Supervisory Directors. If one or more of their signatures are missing, this absence and the reason for this absence must be stated.
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10.3.1.
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Any proposal for distribution of a dividend on Shares and any resolution to distribute an interim dividend on Shares must immediately be published by the Management Board in accordance with the
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10.3.2.
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Dividends will be payable no later than thirty (30) days after the date when they were declared, unless the Management Board determines a different date.
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10.3.3.
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Dividends which have not been claimed upon the expiry of five (5) years and one (1) day after the date when they became payable will be forfeited to the Company and be carried to the reserves.
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10.3.4.
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The Management Board may determine that distributions on Shares will be made payable either in euro or in another currency.
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11.1.1.
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A resolution to amend these articles of association or to dissolve the Company may only be adopted by the General Meeting upon the proposal of the Management Board, which proposal has been approved by the Supervisory Board.
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11.1.2.
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The specific right of Gribhold set out in article 7.6.3 of these articles of association, cannot be amended without the prior written consent of Gribhold until the date such right has lapsed.
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11.2.1.
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On the dissolution of the Company, the liquidation shall be carried out by the Management Board under the supervision of the Supervisory Board, unless otherwise resolved by the General Meeting.
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11.2.2.
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Pending the liquidation the provisions of the articles of association shall remain in force to the fullest possible extent.
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11.2.3.
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The surplus assets of the Company remaining after satisfaction of its debts shall, in accordance with the provisions of section 2:23b BW be for the benefit of the holders of Shares in proportion to the nominal value amount of Shares held by each of them.
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