US Investors

Offer (the “Offer”) by Takeaway.com N.V. (the “Company”) for Just Eat plc (“Just Eat”)

IMPORTANT DISCLAIMER:

THE CONTENTS OF THIS MICROSITE (THE “MATERIALS”) ARE BEING MADE AVAILABLE BY THE COMPANY IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THESE MATERIALS ARE NOT DIRECTED AT AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OR INTENDED TO BE ACCESSIBLE BY, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), “U.S. PERSONS”) OR PERSONS LOCATED OR RESIDENT IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE “UNITED STATES”), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Please read this notice carefully - it applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Overseas Persons

 

These Materials have been prepared by the Company for information purposes only and the Materials do not constitute or form part of an offer to sell or issue or the solicitation of an offer to buy, subscribe for or acquire any securities mentioned in the Materials (the “Securities”) in any jurisdiction in which any such offer or solicitation would be unlawful. Except as expressly contemplated herein, information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, to U.S. Persons or in or into the United States, Australia, Canada, Japan, New Zealand, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. Unless expressly set forth therein, neither the Materials nor any part of them constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, New Zealand or South Africa. Potential users of this information are requested to inform themselves and to observe any such restrictions. Viewing the information in these Materials may not be lawful in certain jurisdictions. In other jurisdictions, including the United States, only certain categories of person may be allowed to view this information.

The Securities will not be registered under applicable securities laws of any state, province, territory, county or jurisdiction of Australia, Canada, Japan, New Zealand or South Africa. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.

Additional United States Information

This notice is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration. There will be no public offering of the Securities in the United States.

The Securities have not been and will not be registered under the Securities Act or registered or qualified under the securities laws of any state or jurisdiction of the United States, and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws.

If you are (or are acting on behalf of someone who is) located in or resident in the United States or a U.S. Person, and are (or are acting on behalf of someone who is) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (as defined in Rule 501(a) under the Securities Act) who is a shareholder of Just Eat (an “Eligible U.S. Shareholder”), before accessing the following pages of this microsite you must first download and duly complete and return to the Company (together with any requested supporting documentation) as provided therein a copy of the QIB and accredited investor questionnaire and acknowledgment (the “Eligibility Questionnaire”) available to download by clicking the “DOWNLOAD ELIGIBILITY QUESTIONNAIRE” button below. The Eligibility Questionnaire does not constitute an offer to exchange, or an invitation or solicitation of any offer to acquire, any securities pursuant to the Offer (if made) or otherwise in any jurisdiction in which such offer or solicitation would be unlawful. The Offer (if made) would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to the Offer (if made) should only be made following distribution of, and on the basis of the information contained in, any such document.

By downloading the “ELIGIBILITY QUESTIONNAIRE” below you certify that:

  • you understand and agree to be bound by this disclaimer;
  • you will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the Materials (including the Questionnaire) to any other person at any time;
  • you represent and warrant to the Company that you intend to access the Materials (including the Questionnaire) for information purposes only; and
  • you are an Eligible US Shareholder.

Microsite Access Certification

By clicking the “I AGREE” button below to access the following pages of this microsite you certify that:

  • you understand and agree to be bound by this disclaimer;
  • you will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the Materials to any other person at any time;
  • you represent and warrant to the Company that you intend to access the Materials for information purposes only; and
  • either:
    • you are an Eligible US Shareholder and have established your eligibility as such by duly completing and returning to the Company as provided therein the Eligibility Questionnaire (together with any requested supporting documentation) available on this webpage; 
    • you are a shareholder of Just Eat who is a U.S. Person or person located or resident in the United States and who is not an Eligible U.S. Shareholder, and you acknowledge and agree that under the terms of the Offer (if made) you will not be eligible to be issued with any Securities; or
    • you are a shareholder of Takeaway.com who is a U.S. Person or person located or resident in the United States and who is not an Eligible U.S. Shareholder, and you acknowledge and agree that under the terms of the Offer (if made) you will not be eligible to be issued with any Securities.

If you are not permitted to view these Materials or are in any doubt as to whether you are permitted to view these Materials, please exit this webpage. If you disagree with any of the above, please also exit this webpage. YOU MUST NOT ACCESS ANY INFORMATION OR MATERIALS ON THIS MICROSITE AS IT IS RESTRICTED DUE TO APPLICABLE SECURITIES LAWS.