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Just Eat Takeaway.com N.V. (LSE: JET, AMS: TKWY), hereinafter the “Company”, or together with its group companies “Just Eat Takeaway.com”, one of the world’s largest online food delivery marketplaces, announces that it has successfully placed EUR 1.1 billion of convertible bonds, consisting of two tranches (“Tranche A” and “Tranche B”) with an aggregate principal amount of EUR 600 million due August 2025 (Tranche A), upsized from EUR 500 million, and with an aggregate principal amount of EUR 500 million due February 2028 (Tranche B) (the “Convertible Bonds”), convertible into ordinary shares of the Company (“Ordinary Shares”). Just Eat Takeaway.com intends to use the net proceeds from the issue of the Convertible Bonds for general corporate purposes as well as to provide the Company with financial flexibility to act on strategic opportunities which may arise.

Issue of Convertible Bonds

The Convertible Bonds will be issued at 101.5% (Tranche A) and at 100% (Tranche B) of their nominal value and redeemed at 100% of their nominal value. The Tranche A Convertible Bonds will not bear interest and the Tranche B Convertible Bonds will be issued with an interest rate of 0.625% per annum, payable semi-annually in arrear in equal instalments on 9 February and 9 August of each year, commencing on 9 August 2021, corresponding to an annual gross yield-to-maturity of (0.331)% (Tranche A) and 0.625% (Tranche B). The Convertible Bonds will have a maturity of four and a half years (Tranche A) and seven years (Tranche B) and a denomination of EUR 100,000 each. The initial conversion price of the Convertible Bonds will be set at EUR 135.58 (Tranche A) and EUR 144.93 (Tranche B), representing a conversion premium of 45% (Tranche A) and 55% (Tranche B) above the clearing price of an Ordinary Share in the Concurrent Delta Placement (as defined below). The Convertible Bonds may be converted into Ordinary Shares in accordance with the terms and conditions of the Convertible Bonds.

The Company will have the option to redeem all, but not some only, of the Tranche A Convertible Bonds at their principal amount from 24 August 2023, should the value of an Ordinary Share exceed 130% of the conversion price over a certain period. The Company will have the option to redeem all, but not some only, of the Tranche B Convertible Bonds at their principal amount plus any accrued interest from 24 February 2025, should the value of an Ordinary Share exceed 150% of the conversion price over a certain period, and from 24 February 2026, should the value of an Ordinary Share exceed 130% of the conversion price over a certain period.

Settlement of the Convertible Bond issue is expected to take place on 9 February 2021 (the “Issue Date”). The Company will apply for the Convertible Bonds to be admitted to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange no later than 30 days after the Issue Date.

Lock-up

The Company and its subsidiaries are subject to lock-up undertakings in relation to equity and equity-linked securities ending 90 calendar days after the Issue Date, subject to waiver by the Joint Global Coordinators (as defined below), except for any issue of Ordinary Shares as consideration in connection with the Proposed Grubhub Transaction (as defined below) and certain customary exceptions.

Prospectus

No prospectus is required in respect of the offering of the Convertible Bonds or the Concurrent Delta Placement (as defined below) and no prospectus or similar document will be published in connection with the offering of the Convertible Bonds or the Concurrent Delta Placement.

Proposed Grubhub Transaction

The Company announced on 10 June 2020 that it had entered into a definitive agreement whereby the Company is to acquire 100% of the shares of Grubhub Inc. (“Grubhub”) in an all-stock transaction (the “Proposed Grubhub Transaction”). The Proposed Grubhub Transaction is subject to various conditions precedent and is expected to close after completion of the offering of the Convertible Bonds during the first half of 2021. Grubhub has publicly stated its intention to publish its financial results for the fiscal quarter and the full year ended 31 December 2020 (the “Grubhub Q4 2020 Results”) on 3 February 2021, which is before the expected Issue Date. The Company has not had any access to any material information regarding Grubhub’s operational and financial performance during the fiscal quarter ended 31 December 2020 other than that which has been made publicly available by Grubhub, including in its filings with the U.S. Securities and Exchange Commission. Accordingly, the Company and the Joint Bookrunners have no information concerning the content of the Grubhub Q4 2020 Results and do not accept any responsibility for, and disclaim any and all liability with respect to their contents, including were they to disclose any changes in Grubhub’s financial or business condition.

Syndicate, bookbuilding procedure & concurrent delta placement

BofA Securities Europe SA, ABN AMRO Bank N.V. (acting in collaboration with ABN AMRO – ODDO BHF B.V. and ODDO BHF SCA), Barclays Bank Ireland PLC, BNP Paribas and ING are acting as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”) on the offering of the Convertible Bonds, alongside Société Générale as Joint Bookrunner (together with the Joint Global Coordinators, the “Joint Bookrunners”). N.M. Rothschild & Sons Limited (“Rothschild & Co") has provided independent financial advice to the Company in relation to the offering of the Convertible Bonds.

The Joint Bookrunners have conducted, concurrently with the placement of the Bonds, a placement of existing Ordinary Shares (“Delta Shares”) on behalf of certain subscribers of the Convertible Bonds who wish to sell these Delta Shares in short sales to purchasers procured by the Joint Bookrunners in order to hedge the market risk to which the subscribers are exposed with respect to the Convertible Bonds that they acquire in the offering (the “Concurrent Delta Placement”) at a placement price of EUR 93.50, determined via an accelerated bookbuilding process that was carried out by the Joint Bookrunners. The Company will not receive any proceeds from any sale of Delta Shares in connection with the Concurrent Delta Placement.