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Takeaway.com announces the launch of an accelerated bookbuild offering of new shares and convertible bonds
Takeaway.com N.V. (AMS: TKWY), hereinafter the “Company”, or together with its group companies “Takeaway.com”, the leading online food delivery marketplace in Continental Europe, today announces that it is launching an accelerated bookbuilding (the “Capital Increase”) of up to approximately 6.5 million new ordinary shares of the Company (the “New Shares”), representing up to 15% of the Company's outstanding share capital, and a concurrent offering of convertible bonds (the “Convertible Bonds”) in the aggregate principal amount of EUR 250 million due January 2024. The Company intends to use the net proceeds from the Capital Increase and the issue of Convertible Bonds to partially finance the acquisition of Delivery Hero Germany GmbH and foodora GmbH from Delivery Hero S.E. (“Delivery Hero”), which was previously announced on 21 December 2018 (the "Acquisition").
The Capital Increase transaction will be executed by way of a private placement of the New Shares on a non-preemptive basis (the “Placement”). The New Shares will be sourced under the Company’s current authorisation provided at the 2018 AGM and offered exclusively to qualified investors in the European Economic Area (“EEA”), to qualified institutional buyers in the United States in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and to certain institutional investors in other jurisdictions. The offer price (the "Offer Price") of the New Shares will be determined in an accelerated bookbuilding procedure and will be announced upon completion of the bookbuilding procedure.
The Convertible Bonds will be offered via an accelerated bookbuilding (the “CB Bookbuilding”) solely to institutional investors in certain jurisdictions by way of a private placement outside the United States pursuant to Regulation S under the Securities Act. The Convertible Bonds will be issued at 100% of their nominal value, with an interest rate between 2.00% and 2.50% per annum, payable semi-annually in arrear in equal instalments on 25 January and 25 July of each year, commencing on 25 July 2019, and will have a maturity of five years and a minimum denomination of EUR 100,000 each. The initial conversion price of the Convertible Bonds is expected to be set between 32.5% and 37.5% above the Offer Price. The final terms of the Convertible Bonds, including the interest rate and initial conversion price, will be determined following completion of the CB Bookbuilding.
The Convertible Bonds may be converted into ordinary shares of the Company, subject to the approval at an extraordinary general meeting of the Company of (i) the granting of rights to acquire ordinary shares of the Company and the exclusion of pre-emptive rights relating thereto to enable the issue of ordinary shares of the Company upon conversion of the Convertible Bonds and (ii) the Acquisition (together, the "Resolutions"), which Resolutions shall be approved by no later than 25 October 2019 (being nine months following the Issue Date (as defined below)) (the "Long-Stop Date").
Should the Resolutions not be approved or the Acquisition not occur before the Long-Stop Date, then the Convertible Bonds will be redeemed in cash 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 Convertible Bonds at their principal amount plus any accrued interest from 9 February 2022 (being the day falling three years and fifteen days after the Issue Date), should the value of an ordinary share of the Company exceed 130% of the conversion price over a certain period.
Settlement of the Placement is expected to take place on 22 January 2019 (the “Closing Date”). Settlement of the Convertible Bond issue is expected to take place on 25 January 2019 (the “Issue Date”).The Company will apply for the Convertible Bonds to be listed and admitted to trading on a regulated market within the EEA no later than 25 July 2019. Settlement of each of the Placement and the Convertible Bond issue is not conditional on the occurrence of the other.
The Company, its subsidiaries and the members of the Company’s management board (either individually or through their entity holding the ordinary shares in the Company owned by them, as applicable) are subject to lockup undertakings ending 90 calendar days after the Issue Date, subject to customary exceptions and an exception for the issue of shares to Delivery Hero as part of the Acquisition, as well as waiver by certain of the Banks.
Delivery Hero has agreed with the Company not to sell any of the Takeaway.com financial instruments held by Delivery Hero following completion of the Acquisition until 1 July 2019, or if earlier, as from the date on which the cash portion of the Acquisition has been (re)financed entirely by equity and/or equity-linked issuances (provided that Delivery Hero and its subsidiaries may also sell, transfer and otherwise dispose of any Takeaway.com financial instruments held by it before the earlier of such dates if and to the extent such disposal is made to investors that would not customarily participate in an accelerated bookbuild or similar capital markets transaction). Delivery Hero and its subsidiaries may not in any case, during the standstill period of four years after completion of the Acquisition, make such disposal to certain restricted parties in the online food service industry.
Following payment and settlement of the Capital Increase, the New Shares are expected to be listed and admitted to trading on the Euronext Amsterdam. The New Shares will rank pari passu in all respects with the Company’s existing ordinary shares. The New Shares will have voting rights at the EGM currently expected to be held on 5 March 2019.
No prospectus is required in respect of the Placement and no prospectus or similar document will be published in connection with the Placement or the offering of the Convertible Bonds. The Company is likely to publish one or more prospectuses at a later stage in connection with the listing of Takeaway.com financial instruments issued to Delivery Hero following completion of the Acquisition and/or in connection with the listing of the Convertible Bonds. Copies of any such prospectuses will be made available by the Company on its website once published.
ABN AMRO, BofA Merrill Lynch and ING are acting as Joint Global Coordinators and Joint Bookrunners on the Capital Increase. BofA Merrill Lynch, Société Générale and UBS Investment Bank are acting as Joint Global Coordinators and Joint Bookrunners on the offering of the Convertible Bonds, alongside ABN AMRO and ING as Joint Bookrunners. The gross proceeds raised in the Capital Increase and the Convertible Bond issue will proportionally reduce the standby equity underwriting commitment provided by ABN AMRO, BofA Merrill Lynch and ING and the bridge financing commitment provided by ABN AMRO and ING as announced at the time of the Acquisition announcement.
(a) the achievement of the anticipated benefits of the Acquisition is subject to a number of uncertainties, including whether the Company is able to integrate the German Delivery Hero businesses in an efficient and effective manner, and general competitive factors in the marketplace;
(b) the Company may fail to realize some or all of the anticipated cost savings, synergies, growth opportunities and other benefits of the Acquisition, which could adversely affect the value of the Company’s ordinary shares;
(c) it is possible that the process of integrating the German Delivery Hero businesses in the Company’s existing business takes longer or is more costly than anticipated or could result in the loss of key employees, the disruption of the Company’s businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of the Company to maintain relationships with restaurants, consumers and employees, to achieve the anticipated benefits of the Acquisition or to maintain quality standards;
(d) upon Completion, two shareholders, the Company's CEO (indirectly) and Delivery Hero, will each have a prominent minority stake in the Company. As a direct result of the Acquisition, the Company's CEO will (indirectly) hold an approximately 29% interest and Delivery Hero will hold an approximately 18% interest (both prior to any equity issuance required to (re)finance all or part of the cash portion of the Acquisition and the Acquisition and financing costs). Although Delivery Hero's minority stake after the Acquisition is smaller than the stake of the Company's CEO, there may be shifting majorities and the level of Delivery Hero’s voting rights could in certain circumstances tip the balance in respect of matters to be decided in a general meeting of the Company, including the appointment and dismissal of members of the Company’s supervisory board, the distribution of dividends, the amendment of the articles of association and any proposed capital increase, except for certain matters set out in the relationship agreement entered into by the Company and Delivery Hero in connection with the Acquisition (the “Relationship Agreement”) in case of a conflict of interest and only during the standstill period and up to three years after that period. The interests of Delivery Hero may deviate from those of the remaining shareholders of the Company, or with the Company as a whole, and it is possible that a conflict of interest could arise that will impact decision-making or the governance of the Company;
(e) the due diligence conducted by the Company in connection with the Acquisition may not have revealed all relevant considerations, liabilities or regulatory aspects in relation to the German Delivery Hero businesses, including the existence of facts that may otherwise have impacted the determination of the purchase price or the formulation of a business strategy for the Company subsequent to the acquisition. Furthermore, information provided during the due diligence process may have been incomplete, inadequate or inaccurate;
(f) as from 1 July 2019 or, if earlier, as from the date on which the cash portion of the Acquisition has been (re)financed entirely by equity and/or equity linked issuance(s), Delivery Hero may sell its shares in the Company in accordance with the conditions set out in the Relationship Agreement. Although the Relationship Agreement obliges Delivery Hero to dispose of its shares in the Company in an orderly market manner, the market price of the shares in the Company could decline if a substantial number of the shares in the Company are being sold by Delivery Hero in the public market or if there is an anticipation in the market that such sales could occur; and
(g) the Company has or will have incurred substantial additional indebtedness, by way of a committed bridge financing and, when issued, by way of the Convertible Bonds, to finance the cash portion of the Acquisition. It is possible that the Company may not be able to make all of the payments due under the committed bridge financing and/or the Convertible Bonds or that it will not be able to timely refinance the committed bridge financing and/or the Convertible Bonds.
About Just Eat Takeaway.com
Just Eat Takeaway.com (AMS: TKWY) is one of the world’s leading global online food delivery companies.
Headquartered in Amsterdam, the Company is focused on connecting consumers and Partners through its platforms. With 731,000 connected Partners, Just Eat Takeaway.com offers consumers a wide variety of choices from restaurants to retail.
Just Eat Takeaway.com has rapidly grown to become a leading online food delivery marketplace with operations in Australia, Austria, Belgium, Bulgaria, Canada, Denmark, Germany, Ireland, Israel, Italy, Luxembourg, Poland, Slovakia, Spain, Switzerland, the Netherlands and the United Kingdom.
Most recent information is available on our corporate website and follow us on LinkedIn and X.
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