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Just Eat Takeaway.com N.V. announces successful Tender Offer results: over 98% of Bonds offered for purchase
Reference is made to the invitation by Just Eat Takeaway.com N.V. (the Company) on 2 October 2025 to the holders of its €300,000,000 1.250 per cent. Convertible Bonds due 2026 (ISIN: XS2166095146) (the 2026 Bonds) and its €500,000,000 0.625 per cent. Convertible Bonds due 2028 (ISIN: XS2296021798) (the 2028 Bonds and together with the 2026 Bonds, the Bonds and each, a Series) and holders of such Bonds, the "Bondholders") to tender their Bonds for purchase by the Company for cash (such invitation the Tender Offer) subject to the satisfaction (or waiver by the Company) of the Offer Condition (as defined below). The Tender Offer was made on the terms of and subject to the conditions set out in the tender memorandum dated 2 October 2025 (the Tender Offer Memorandum), including the offer and distribution restrictions described in the Tender Offer Memorandum.
Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Tender Offer was 5.00 p.m. (CEST) on 9 October 2025. As at the Expiration Deadline, the Company had received valid tenders of €785,600,000 in aggregate principal amount of the Bonds for purchase pursuant to the Tender Offer.
The Company will accept for purchase in cash all Bonds validly tendered pursuant to the Tender Offer, representing €294,100,000 of the 2026 Bonds and €491,500,000 of the 2028 Bonds. Following settlement, all Bonds accepted for purchase will be cancelled and €5,900,000 in principal amount of 2026 Bonds and €8,500,000 in principal amount of 2028 Bonds will remain outstanding.
The Purchase Price the Company will pay for those Bonds validly tendered and accepted for purchase pursuant to the Tender Offer is 100% of the principal amount of such Bonds, and the Company will also pay an Accrued Interest Payment in respect of such Bonds. Settlement of the purchase of the Bonds is expected to take place on 13 October 2025.
With respect to both Series of Bonds, the Company intends to exercise its right to redeem all Bonds in accordance with the relevant Conditions.
This press release contains inside information as meant in clause 7(1) of the Market Abuse Regulation.
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Bondholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take or is unsure of the impact of the Tender Offer, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Bonds for purchase in the Tender Offer or otherwise participate in the Tender Offer.
None of the Company, the Tender Agent, the Trustee, the Principal Paying, Transfer and Conversion Agent, the Registrar, or any of their respective directors, employees, affiliates or agents expresses any opinion about the terms or merit of the Tender Offer or makes any recommendation as to whether Bondholders should participate in the Tender Offer.
About Just Eat Takeaway.com
Just Eat Takeaway.com (AMS: TKWY) is one of the world’s leading global on-demand delivery companies.
Headquartered in Amsterdam, the Company is focused on connecting consumers and Partners through its platforms. With 362,000 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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