DeZwarteRidder schreef op 1 mei 2022 16:49:
Just Eat Takeaway.com successfully raises EUR 1,100 million through an offering of convertible bonds
Just Eat Takeaway.com N.V. (LSE: JET, AMS: TKWY), hereinafter the “Company”, or together with its group companies “Just Eat Takeaway.com”, one of the world’s largest online food delivery marketplaces, announces that it has successfully placed EUR 1.1 billion of convertible bonds, consisting of two tranches (“Tranche A” and “Tranche B”) with an aggregate principal amount of EUR 600 million due August 2025 (Tranche A), upsized from EUR 500 million, and with an aggregate principal amount of EUR 500 million due February 2028 (Tranche B) (the “Convertible Bonds”), convertible into ordinary shares of the Company (“Ordinary Shares”). Just Eat Takeaway.com intends to use the net proceeds from the issue of the Convertible Bonds for general corporate purposes as well as to provide the Company with financial flexibility to act on strategic opportunities which may arise.
Issue of Convertible Bonds
The Convertible Bonds will be issued at 101.5% (Tranche A) and at 100% (Tranche B) of their nominal value and redeemed at 100% of their nominal value. The Tranche A Convertible Bonds will not bear interest and the Tranche B Convertible Bonds will be issued with an interest rate of 0.625% per annum, payable semi-annually in arrear in equal instalments on 9 February and 9 August of each year, commencing on 9 August 2021, corresponding to an annual gross yield-to-maturity of (0.331)% (Tranche A) and 0.625% (Tranche B). The Convertible Bonds will have a maturity of four and a half years (Tranche A) and seven years (Tranche B) and a denomination of EUR 100,000 each. The initial conversion price of the Convertible Bonds will be set at EUR 135.58 (Tranche A) and EUR 144.93 (Tranche B), representing a conversion premium of 45% (Tranche A) and 55% (Tranche B) above the clearing price of an Ordinary Share in the Concurrent Delta Placement (as defined below). The Convertible Bonds may be converted into Ordinary Shares in accordance with the terms and conditions of the Convertible Bonds.
The Company will have the option to redeem all, but not some only, of the Tranche A Convertible Bonds at their principal amount from 24 August 2023, should the value of an Ordinary Share exceed 130% of the conversion price over a certain period. The Company will have the option to redeem all, but not some only, of the Tranche B Convertible Bonds at their principal amount plus any accrued interest from 24 February 2025, should the value of an Ordinary Share exceed 150% of the conversion price over a certain period, and from 24 February 2026, should the value of an Ordinary Share exceed 130% of the conversion price over a certain period.
Settlement of the Convertible Bond issue is expected to take place on 9 February 2021 (the “Issue Date”). The Company will apply for the Convertible Bonds to be admitted to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange no later than 30 days after the Issue Date.