Announcement October 2019 - Prosus
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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which the Scheme becomes effective, lapses or is otherwise withdrawn).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.
11. Announcement
2. Funding
Agenda
3. Closing remarksAnnouncement Bob van Dijk
Proposed acquisition of Just Eat for £4.9bn
13 £83bn >27m >107k
RESTAURANTS
MARKETS TAM1 CUSTOMERS
PARTNERS
£4.2bn £185-
8.7x £1.0-1.1bn
TOTAL VALUE OF ORDERS
PROCESSED
ORDER FREQUENCY2 2019 REVENUE GUIDANCE3 205m
2019 uEBITDA GUIDANCE3
1 Just Eat FY18 Annual Report
2 Just Eat 1H19 Results Presentation
3 Just Eat 3Q19 Trading Update
4Transaction summary
Proposed cash offer (the “Offer”) for Just Eat of 710 pence per share - £4.9bn transaction value1. 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 20202
1 Based on diluted shares outstanding
2 The transaction will be subject to shareholder and regulatory approvals
5Strong transaction rationale
Prosus believes the Offer represents compelling and certain value for Just Eat Shareholders which is superior to the
1 current Takeaway.com offer and reflects Prosus’s perspective on the essential investments required to accelerate Just
Eat’s growth strategy, strengthen its market position and achieve its true long-term potential
Prosus is one of the leading global operators and investors in the Food Delivery sector, with its businesses and
2 investments having leading positions in some of the largest and most attractive Food Delivery markets in the world
Prosus has a strong track record of partnering with management teams to drive innovation and value creation and
3 generate robust returns
The Offer is an important step towards achieving Prosus’ ambition to build the world’s leading Food Delivery business
4 and the next logical step for the longstanding, successful iFood investment partnership between Prosus and Just Eat
in Latin America
Prosus believes that with its support, Just Eat customers will ultimately benefit from greater choice and improved
5 service delivery driven by the combined group’s global perspectives on product and technological innovation across
the sector
6Just Eat fits perfectly with Prosus’s Strategy
Food Delivery addresses an essential human need and
significant area of consumer spending
Huge market being fundamentally disrupted by
technology and product innovation
Multiple opportunities to deepen the value chain and extend
into new categories
Global market opportunity of US$331bn1 by 2022
1 Online food total addressable market 2022E per Euromonitor International Limited, Consumer Foodservice 2019 ed
7Creating largest and most valuable Food Delivery business
Global footprint
Largest Food
#1 Delivery business
globally
50+ Combined
countries1
Direct investments
Indirect investments
40+ #1 positions1
Just Eat
+ $400bn TAM
1 Includes our direct countries combined with Just Eat’s countries.
8Prosus enhances value creation in Food Delivery
Learnings and technology Ability to fully capture long-
expertise from global footprint term opportunities
Capital with a long-term focus Optimal combination of
marketplace and own
delivery
Prosus is both an investor and
New product development
operator in Food Delivery
Best-in-class technology
Prosus prioritizes growth and value
creation
Global synergies
9Just Eat’s growth opportunity
Just Eat has a number of leading market positions and a history of profitable growth driven largely by its best-in-
1 class marketplace business
We believe that in order to sustain its growth and defend market positions, Just Eat needs to invest in own delivery
2 rollout, product and technology
Recent Just Eat results indicate a significant slowdown in order growth, highlighting the need to accelerate this
3 investment
Having invested USD2.8bn in Food Delivery since FY16, we have a strong track record of partnering with
4 management teams to help drive innovation and value creation and generate robust returns
5 We intend to invest in Just Eat and are keen to drive the next phase of Just Eat’s growth
10The acquisition accelerates scale for our global online Food Delivery business
Clear market leader in Brazil Market leader in India Market leader in 33 of 41 countries
20m+ monthly orders in Brazil 500+ cities Covering 1.2bn people
130k+ restaurant partners 130k+ restaurant partners 310k+ restaurant partners
27m Customers £1.0-1.1bn Revenue1
Leading Global Hybrid Marketplace 107k restaurant partners £185-205m EBITDA1
1 Just Eat FY19 Guidance
11Deal can significantly accelerate value creation for Prosus
Accelerates our ambition to build the world’s leading Food Delivery Business
SIGNIFICANT VALUE OF EXISTING BUSINESSES
#1 $2.8bn $377m >4bn 100% £4.9bn
Leadership Invested1 Revenues People covered Growth in Proposed
positions in in food over annualized
35 markets last 3 years
31 March 2019 Deal Value
orders
1 As of September 2019
12Funding Basil Sgourdos
Funding the transaction
Bridge financing terms
Term: 12 months +6, +6 extension
Cost: Below RCF rate, first 12 months
Unsecured
Bridge facility provided by
Rank pari passu with existing debt
Take-out: Bonds, bank debt and cash
1
We remain committed to retaining an investment grade credit rating
14Financial flexibility to execute strategy
Net cash at June 2019 Potential levers to realise our potential
(US$m) (US$m)
Cash Current debt
6 000
(3,247)
2 500
US$6bn
Net cash
US$6bn
Net cash
9 151
Net cash Undrawn RCF Ability to raise additional debt
15Closing remarks Bob van Dijk
In summary…
The Offer presents a compelling proposition to Just Eat Shareholders whilst delivering
1
an appropriate return to our shareholders
The Offer is an important step towards achieving Prosus’s ambition to build the world’s
2
leading Food Delivery business
Just Eat customers will ultimately benefit from greater choice and improved service
3
delivery driven by the combined group’s global perspectives on product and innovation
Our shareholders will own a very valuable and truly global Food Delivery portfolio with
4 an unmatched footprint and perspective on the industry worldwide, offering real value
to our assets operating at a local level
17Key dates
End of 2019
22 October 2019 22 November 2019 3 December 2019 or early 2020
Announcement Interim Results Investor Day Competition Approval &
Released Deal Close
18If you require any further information, please visit our website www.prosus.com or alternatively email Eoin Ryan (Head of Investor Relations) at InvestorRelations@prosus.com
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