Proposed Secondary Placing in Just Eat Takeaway NV

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH ITS DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

PRESS RELEASE, 19 May 2020

Proposed placing of 5.6 million ordinary shares in Just Eat Takeaway.com N.V.

Jefferies International Limited ("Jefferies" or the "Manager") today announces the intention to sell 5.6 million existing ordinary shares in Just Eat Takeaway.com N.V. ("Just Eat Takeaway" or the "Company") on behalf of SM Trust (the "Transaction").  The proposed share sale represents approximately 3.75% of the Company's issued share capital and the entirety of SM Trust's holding in Just Eat Takeaway. 

The price per ordinary share will be determined through an accelerated bookbuilding process to institutional investors. The bookbuilding process will commence with immediate effect following this announcement and may close at any time on short notice. The results of the Transaction will be announced as soon as practicable thereafter.

Jefferies is acting as sole global coordinator on the Transaction.  A further announcement will be made following completion of the bookbuilding and pricing of the Transaction.

Following the Transaction, SM Trust will no longer hold any securities in Just Eat Takeaway.

The Company will not receive any proceeds from the Transaction.

Enquiries:

Jefferies                       +44 (0)20 7029 8000

Luca Erpici / Oliver Berwin / Damian Harniess

IMPORTANT NOTICE

This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. The offer and sale of securities referred to herein has not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, the securities referred to  herein may  not  be offered or sold in Australia, Canada, Japan or South Africa. There will be no public offer of the securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.

In member states of the European Economic Area, this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In the United Kingdom, this announcement is directed exclusively at Qualified Investors: (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) who fall within Article 49(2)(A) to (D) of the Order; or (iii) to whom it may otherwise lawfully be communicated.

No prospectus or offering document has been or will be prepared in connection with the Transaction. Any investment decision to buy securities in the Transaction must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by either SM Trust or Jefferies and/or any of their respective affiliates.

This announcement does not represent the announcement of a definitive agreement to proceed with the Transaction and, accordingly, there can be no certainty that the Transaction will proceed.

Jefferies, which is authorised and regulated by Financial Conduct Authority in the United Kingdom, is acting exclusively for SM Trust and no-one else in connection with the offering. Jefferies will not regard any other person as its clients in relation to the offering and will not be responsible to anyone other than SM Trust for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with any offering of the securities, Jefferies and any of its affiliates acting as an investor for their own account may take up as a proprietary position any securities and in that capacity may retain, purchase or sell for their own accounts such securities. In addition, Jefferies may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of securities. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Jefferies, nor any of its respective directors, officers, employees, affiliates, alliance partners, advisers and/or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this announcement) or any other information relating to Just Eat Takeaway.com N.V. or SM Trust or any of their respective subsidiaries or  associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.