Announcement October 2019
Important information This presentation and its contents are not for release, publication or distribution, in whole or in part, directly or indirectly, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction. The offer will be made in compliance with all applicable laws and regulations, including, to the extent applicable, the US Securities Act and Section 14(e) of the US Exchange Act and Regulation 14E thereunder. The offer will be made in the United States by MIH Food Delivery Holdings B.V. and no one else. The offer will relate to the shares of a UK incorporated company and is subject to disclosure and other procedural requirements, which are different from certain United States disclosure and procedural requirements. In accordance with normal UK practice and consistent with Rule 14e-5(b) under the US Exchange Act, MIH Food Delivery Holdings B.V., certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Just Eat plc other than pursuant to the Offer, during the period in which the Offer would remain open for acceptance (or, if the Offer is implemented by way of a Scheme, until the date on which the Scheme becomes effective, lapses or is otherwise withdrawn). If such purchases or arrangements to purchase were to be made they would be made outside the United States either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including, to the extent applicable, the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. Nothing in this presentation is intended as a profit forecast or estimate for any period and no statement in this presentation should be interpreted to mean that cash flow from operations, income of persons (where relevant), earnings or earnings per share or dividend per share for Prosus N.V., MIH Food Delivery Holdings B.V. or Just Eat plc, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Prosus N.V., MIH Food Delivery Holdings B.V. or Just Eat plc, as appropriate. This presentation is provided for information purposes only. It is not intended to and does not constitute or form part of, an offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to an offer or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to an offer in any jurisdiction in contravention of any applicable laws. This presentation contains certain statements that are or may be forward looking statements. Forward-looking statements are prospective in nature and are not based on current or historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward looking statements. All statements other than statements of historical facts included in this presentation may be forward looking statements. Without limitation, forward looking statements often include words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “is expected”, “objective”, “outlook”, ”risk”, “seeks”, “aims”, “intends”, “will”, “may”, “should”, “would”, “could”, “anticipates”, “estimates”, “will look to”, “budget”, “strategy”, “would look to”, “scheduled”, “goal”, “prepares”, “forecasts”, “cost-saving”, “is subject to”, “synergy”, “projects” or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might”, “probably” or “will” be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances and should be considered in light of various important factors. While these forward-looking statements represent our judgments and future expectations, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. The key factors that could cause our actual results performance, or achievements to differ materially from those in the forward-looking statements include, among others, changes to IFRS and the interpretations, applications and practices subject thereto as they apply to past, present and future periods; ongoing and future acquisitions, changes to domestic and international business and market conditions such as exchange rate and interest rate movements; changes in the domestic and international regulatory and legislative environments; changes to domestic and international operational, social, economic and political conditions; the occurrence of labour disruptions and industrial action and the effects of both current and future litigation. No forward-looking or other statements have been reviewed by the auditors of Prosus N.V., MIH Food Delivery Holdings B.V. or Just Eat plc. All forward looking statements contained in this presentation and all subsequent oral or written forward-looking statements attributable to Prosus N.V., MIH Food Delivery Holdings B.V. or Just Eat plc or their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Each forward-looking statement speaks only as of the date of this presentation. None of Prosus N.V., MIH Food Delivery Holdings B.V. or Just Eat plc, or any of their respective members, associates or directors, officers or advisers and any person acting on behalf of one or more of them, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this presentation will actually occur. Other than in accordance with their legal or regulatory obligations (including under the City Code, the Listing Rules and the Disclosure Guidance and Transparency Rules), no member of the Prosus Group is under, or undertakes, any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Certain figures contained in this presentation, including financial information, may have been subject to rounding adjustments and foreign exchange conversions. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this presentation may not conform exactly to the total figure given. 1
1. Announcement 2. Funding Agenda 3. Closing remarks
Announcement Bob van Dijk
Proposed acquisition of Just Eat for £4.9bn >107 k £83 bn 13 >27 m RESTAURANTS MARKETS CUSTOMERS TAM 1 PARTNERS £185- £4.2 bn 8.7x £1.0-1.1 bn 205 m TOTAL VALUE OF ORDERS ORDER FREQUENCY 2 2019 REVENUE GUIDANCE 3 PROCESSED 2019 uEBITDA GUIDANCE 3 1 Just Eat FY18 Annual Report 2 Just Eat 1H19 Results Presentation 3 Just Eat 3Q19 Trading Update 4
Transaction summary Proposed cash offer (the “Offer”) for Just Eat of 710 pence per share - £4.9bn transaction value 1 . This represents a 1 premium of 20% to closing price on 21 October and 12% to the undisturbed share price on 26 July 2019 2 We approached the Board of Just Eat with a number of indicative proposals but no agreement reached The Offer presents a compelling proposition to Just Eat Shareholders whilst delivering an appropriate return 3 to our shareholders 4 Funded by a bridge facility, we remain committed to an investment grade credit rating 5 Transaction expected to close at the end of 2019 or early 2020 2 1 Based on diluted shares outstanding 2 The transaction will be subject to shareholder and regulatory approvals 5
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