JET shareholders can voluntarily transfer their shares to Prosus before 24 July 2026, 15.00 hours CET
On 30 June 2026, the Enterprise Chamber of the Court of Appeal in Amsterdam, the Netherlands (the Enterprise Chamber), rendered its judgment in the statutory squeeze-out proceedings initiated by MIH Bidco Holdings B.V. (the Company or MIHB), an indirectly wholly-owned subsidiary of Prosus N.V. (Prosus), to acquire any shares of Just Eat Takeaway.com B.V. (JET) not already acquired by the Company in its previously completed voluntary cash tender offer for all outstanding JET ordinary shares (the Shares), and all JET American depositary shares and CREST depositary interests representing Shares.
The Enterprise Chamber ordered all remaining JET shareholders to transfer the unencumbered right to their Shares to the Company. It determined that EUR 20.30 is the fair price per Share, subject to an increase by statutory interest calculated from 21 October 2025 until the date of transfer or consignment of the Shares. The Company was ordered to pay this fair price plus statutory interest in exchange for the transfer of the unencumbered right to the Shares.
The Company calls upon the JET shareholders to effect the voluntary transfer to the Company of the unencumbered right to the Shares between now and 24 July 2026 at 15.00 hours CET, by instructing their bank, broker or other financial intermediary to have their Shares credited to the Company’s securities account at ING Bank N.V. On 27 July 2026, the Company will pay the price of EUR 21 per Share (i.e. the fair price per share of EUR 20.30, plus statutory interest from 21 October 2025 up to 27 July 2026 of €0.70) to those JET shareholders that have voluntarily transferred their Shares before 24 July 2026, at 15.00 hours CET. No brokerage or bank fees or other costs incurred by such JET shareholders will be reimbursed by the Company.
For all Shares not offered within the aforementioned voluntary transfer period, an amount per Share equal to EUR 20.30, plus statutory interest accrued from 21 October 2025 up to the date of consignment, will be paid by the Company into consignment with the Dutch consignment office (a body of the Dutch Ministry of Finance). Following the consignment, the unencumbered title to such Shares will transfer to the Company by operation of law. After such transfer, JET shareholders may request the Dutch consignment office for payment of the aforementioned price for their Shares.
Contact your bank, broker, or other financial intermediary and ask them to transfer your shares to ING Bank N.V., for the account of the Company. That’s the only action required on your part, your broker handles the rest.
24 July 2026, 15:00 hours CET. If your transfer is processed before then, settlement will take place on 27 July 2026. The actual date funds are credited to individual accounts depends on the relevant broker or intermediary.
You will receive EUR 21 per share (i.e. the fair price per share of EUR 20.30, plus statutory interest from 21 October 2025 up to 27 July 2026). The Company won't reimburse any fees your bank or broker might charge for the transfer, so it's worth checking those costs beforehand, and for anything specific to your own holding, like tax treatment, we kindly advise to ask your broker or tax advisor.
Your shares still transfer to the Company either way. For all shares not transferred during the voluntary transfer period, an amount per share of EUR 20.30 plus statutory interest accrued from 21 October 2025 up to the date of consignment will be deposited with the Dutch consignment office (part of the Ministry of Finance). Following consignment, your shares are transferred automatically by operation of law to the Company. You'll receive the same price, but instead of being paid automatically, you'll need to apply to the Dutch consignment office yourself to claim your money.
The information in this announcement is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of the Company in any jurisdiction. The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, JET and the Company disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither JET, the Company, nor any of their advisers assume any responsibility for any violation by any person of any of these restrictions. The Company shareholders in any doubt as to their position should consult an appropriate professional adviser without delay. This announcement is not to be released, published or distributed, in whole or in part, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful. It may not be possible for JET shareholders in the United States to effect service of process within the United States upon JET, the Company, or their respective officers or directors, some or all of which may reside outside the United States, or to enforce against any of them judgments of the United States courts predicated upon the civil liability provisions of the federal securities laws of the United States or other U.S. law. It may not be possible to bring an action against JET, the Company, or their respective officers or directors (as applicable), in a non-U.S. court for violations of U.S. law, including the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgement. In addition, it may be difficult to enforce in the Netherlands original actions, or actions for 3/2 the enforcement of judgments of U.S. courts, based on the civil liability provisions of the U.S. federal securities laws. Forward-looking statements This press release may include "forward-looking statements" and language that indicates trends, such as "anticipated" and "expected". Although JET and the Company believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither JET, the Company, nor any of their advisers accept any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.