Acquisition (the Offer
) of the entire issued and to be issued share capital of Just Eat plc (Just Eat
) by Prosus N.V. (Prosus
) through MIH Food Delivery Holdings B.V. (Bidco
THIS SECTION OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY JUST EAT AND/OR PROSUS IN CONNECTION WITH THE OFFER. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ IN FULL EACH TIME YOU VISIT THE SITE. IN ADDITION, THE CONTENTS OF THIS WEBPAGE MAY BE AMENDED AT ANY TIME IN WHOLE OR IN PART AT THE SOLE DISCRETION OF PROSUS.
ACCESS TO THE MATERIALS CONTAINED IN THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE MICROSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS 'DECLINE' AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER.
THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE IF INFORMATION CONCERNING THE OFFER IS SENT OR MADE AVAILABLE TO PERSONS IN THAT JURISDICTION (A "RESTRICTED JURISDICTION") AND UNLESS OTHERWISE DETERMINED BY PROSUS AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
THE FULL TERMS AND CONDITIONS OF ANY OFFER WILL BE SET OUT IN THE FORMAL OFFER DOCUMENTATION. IN CONSIDERING THE OFFER, SHAREHOLDERS OF JUST EAT SHOULD ONLY RELY ON THE INFORMATION CONTAINED, AND PROCEDURES DESCRIBED, IN SUCH DOCUMENTATION.
Basis of access
The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to so would violate the law of a Restricted Jurisdiction. In particular, the Information contained on this Microsite is not intended to, and does not, constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful. Any person accessing this Microsite represents and warrants that they are doing so for information purposes only.
The Information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Prosus nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. Prosus reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by Prosus is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither Prosus nor any of the directors of any member of Prosus have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website that may be linked to this Microsite by a third party.
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Further, the Information constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended (FAIS Act
) and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing contained on the Microsite should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Neither Prosus nor Just Eat is a financial services provider licensed as such under the FAIS Act.
The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant any further disclosure document(s) published by Prosus and/or Just Eat.
Viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials.
Any person who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violations of any such restrictions by any person.
If you are not permitted to view materials on this Microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take independent legal advice. Neither Prosus, any of its affiliated companies nor its advisers accepts responsibility for any violation by any person of these restrictions.
Any Offer will not be made, directly or indirectly, in or into or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce, or any facilities of a national securities exchange, any Restricted Jurisdiction and any Offer cannot be accepted by any such use, means or instrumentality or otherwise from any Restricted Jurisdiction.
Copies of the contents of the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including agents, custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
Important information for US investors
If Prosus determines to make a firm offer by way of a takeover offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable US laws and regulations, including the US tender offer rules. The Offer relates to the shares of a company incorporated in the United Kingdom and is subject to disclosure and other procedural requirements which are different from certain United States disclosure and other procedural requirements. If, in the future, Prosus determined to make the offer by means of a scheme of arrangement provided for under English company law, this would not be subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the US Exchange Act
). Accordingly, the Offer would be subject to the disclosure and other procedural requirements applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules.
The financial information included in certain documents contained in this Microsite has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Prosus, its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Just Eat shares outside the United States, other than pursuant to the Offer, until the date on which the Offer becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and available on the London Stock Exchange website at: http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm
. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the US Exchange Act.
The receipt of consideration pursuant to any offer by a US holder of Just Eat shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Just Eat shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting any offer. Furthermore, the payment and settlement procedure with respect to the offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.
Any offer will be made in the United States by Prosus and no one else.
It may be difficult for US holders of Just Eat shares to enforce their rights and claims arising out of the US federal securities laws, since Just Eat and Prosus are incorporated in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. In addition, most of the assets of Just Eat and Prosus are located outside the United States. US holders of Just Eat shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the Information contained in this Microsite. Any representation to the contrary is a criminal offence in the United States.
This Microsite may contain certain forward-looking statements with respect to the Offer and the financial condition, results of operations and business of, Just Eat or Prosus and certain plans and objectives of Prosus with respect to them. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" and similar expressions (or their negative), among others, generally identify forward-looking statements.
These forward-looking statements may include statements regarding the business, financial condition and results of operations regarding Prosus and Just Eat, as well as the expected characteristics of the enlarged group and expected benefits of the Offer. The forward-looking statements in the Information are based on numerous assumptions regarding Prosus’s and Just Eat’s present and future business strategies and the environment in which Prosus and Just Eat will operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future (including that there cannot be certainty that the Offer will be made and/or complete) and may cause the actual results, performance or achievements of Prosus and/or Just Eat to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond Prosus’s and/or Just Eat’s ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as changes in the relevant political, social and regulatory frameworks or in economic or technological trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. Each member of the Prosus group, and their respective members, directors, officers, employers, advisers and any person acting on their behalf, expressly disclaims any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based, except as required by applicable law or regulation. Accordingly, undue reliance should not be placed on any forward-looking statements, which speak only as of the date on which they were made.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods.
This notice shall be governed by and interpreted in accordance with English law.
THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
Confirmation of understanding and acceptance of disclaimer
In order to view the materials on this Microsite, by clicking on the I CONFIRM box below, you:
- confirm that you are permitted to proceed to this Microsite and certify that you are not (nor do you act on behalf of someone who is) resident or located in any country that renders the accessing of this Microsite or parts thereof illegal;
- agree that you will not forward, transfer or distribute (by any means including by electronic transmission) any information or documents included in this Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
- represent and warrant to Prosus that you intend to access this Microsite for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
- have read and understood the notice set out above and agree to be bound by the terms of this notice.