TIDMJET
RNS Number : 3948N
Jefferies International Limited.
19 May 2020
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEGPUBWAUPUGAB
(END) Dow Jones Newswires
May 19, 2020 11:41 ET (15:41 GMT)
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