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AnnouncementOctober 2019
1
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 Statesby 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 andprocedural 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 makecertain 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Offer is implemented by way of a Scheme, until the date onwhich the Scheme becomes effective, lapses or is otherwise withdrawn).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 privatetransactions 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 InformationService 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 pershare 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 dividendper 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 orotherwise 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 anysecurities 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 expressedor 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 lookto”, “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 ourjudgments 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, orachievements 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 andfuture 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 andinternational 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-lookingstatements 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 cautionarystatements 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 actingon 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 inaccordance 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 theforegoing 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 containedin this presentation may not conform exactly to the total figure given.
Agenda
1. Announcement
2. Funding
3. Closing remarks
Announcement Bob van Dijk
4
Proposed acquisition of Just Eat for £4.9bn
£4.2bnTOTAL VALUE OF ORDERS
PROCESSED
£1.0-1.1bn
2019 REVENUE GUIDANCE3
>27m
CUSTOMERS
>107k
RESTAURANTSPARTNERS
£185-205m
2019 uEBITDA GUIDANCE3
8.7xORDER FREQUENCY2
1 Just Eat FY18 Annual Report2 Just Eat 1H19 Results Presentation3 Just Eat 3Q19 Trading Update
13MARKETS
£83bnTAM1
5
Transaction summary
2
The Offer presents a compelling proposition to Just Eat Shareholders whilst delivering an appropriate return to our shareholders
4 Funded by a bridge facility, we remain committed to an investment grade credit rating
3
We approached the Board of Just Eat with a number of indicative proposals but no agreement reached
5 Transaction expected to close at the end of 2019 or early 20202
1Proposed cash offer (the “Offer”) for Just Eat of 710 pence per share - £4.9bn transaction value1. This represents a premium of 20% to closing price on 21 October and 12% to the undisturbed share price on 26 July 2019
1 Based on diluted shares outstanding2 The transaction will be subject to shareholder and regulatory approvals.
6
Strong transaction rationale
1Prosus believes the Offer represents compelling and certain value for Just Eat Shareholders which is superior to the 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
3Prosus has a strong track record of partnering with management teams to drive innovation and value creation and generate robust returns
5Prosus believes that with its support, Just Eat customers will ultimately benefit from greater choice and improved service delivery driven by the combined group’s global perspectives on product and technological innovation across the sector
4The Offer is an important step towards achieving Prosus’ ambition to build the world’s leading Food Delivery business and the next logical step for the longstanding, successful iFood investment partnership between Prosus and Just Eat in Latin America
2Prosus is one of the leading global operators and investors in the Food Delivery sector, with its businesses and investments having leading positions in some of the largest and most attractive Food Delivery markets in the world
7
Just Eat fits perfectly with Prosus’s Strategy
Food delivery addresses an essential human need and significant area of consumer spending
Global market opportunity of US$331bn1 by 2022
Multiple opportunities to deepen the value chain and extend into new categories
Huge market being fundamentally disrupted by technology and product innovation
1 Online food total addressable market 2022E per Euromonitor International Limited, Consumer Foodservice 2019 ed
8
Creating largest and most valuable Food Delivery business
1 Includes our direct countries combined with Just Eat’s countries.
Indirect investments
Direct investments
Just Eat
Global footprint
+
#1Largest food
delivery business
globally
50+ Combined
countries1
40+ #1 positions1
$400bn TAM
9
Prosus enhances value creation in Food delivery
Optimal combination of marketplace and own delivery
Ability to fully capture long-term opportunities
Learnings and technology expertise from global footprint
Prosus prioritizes growth and value creation
Capital with a long-term focus
Prosus is both an investor and operator in food delivery
New product development
Best-in-class technology
Global synergies
10
Just Eat’s growth opportunity
1Just Eat has a number of leading market positions and a history of profitable growth driven largely by its best-in-class marketplace business
3
We believe that in order to sustain its growth and defend market positions, Just Eat needs to invest in own delivery rollout, product and technology
5 We intend to invest in Just Eat and are keen to drive the next phase of Just Eat’s growth
2
Recent Just Eat results indicate a significant slowdown in order growth, highlighting the need to accelerate this investment
4Having invested USD2.8bn in Food Delivery since FY16, we have a strong track record of partnering with management teams to help drive innovation and value creation and generate robust returns
11
The acquisition accelerates scale for our global online food delivery business
`
Clear market leader in Brazil
20mn monthly orders
120k restaurant partners
Market leader in India
>130k restaurant partners
>500 cities
Market leader in 33 of 41 countries
+290k restaurant partners
Covering 1.2bn people
Leading Global Hybrid Marketplace107k restaurant partners
27mn Customers
£185-205m EBITDA1
£1.0-1.1bn Revenue1
1 Just Eat FY19 Guidance
12
Deal can significantly accelerate value creation for Prosus
SIGNIFICANT VALUE OF EXISTING BUSINESSES
$2.8bnInvested1
in food over last 3 years
#1Leadership positions in 35 markets
$377mRevenues31 March 2019
>4bnPeople covered
100%Growth in annualized orders
£4.9bnProposed
Deal Value
Accelerates our ambition to build the world’s leading Food Delivery Business
1 As of September 2019
Funding Basil Sgourdos
14
Funding the transaction
1
Unsecured
Term: 12 months +6, +6 extension
Bridge facility provided by
Bridge financing terms
We remain committed to retaining an investment grade credit rating
Take-out: Bonds, bank debt and cash
Cost: Below RCF rate, first 12 months
Rank pari passu with existing debt
15
Financial flexibility to execute strategy
Net cash at June 2019
(US$bn)
2.500
6.000
Net cash Undrawn RCF Ability to raise additional debt
Potential levers to realise our potential
(US$m)
US$6bn Net cash
9.151
(3,247)
Cash Current debt
US$6bn Net cash
Closing remarksBob van Dijk
17
In summary…
The Offer is an important step towards achieving Prosus’s ambition to build the world’s leading Food Delivery business
2
3Just Eat customers will ultimately benefit from greater choice and improved service 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 an unmatched footprint and perspective on the industry worldwide, offering real value to our assets operating at a local level
4
1The Offer presents a compelling proposition to Just Eat Shareholders whilst delivering an appropriate return to our shareholders
18
Key dates
Competition Approval & Deal Close
end of 2019
or early 2020
Announcement
22 October 2019
Investor Day
3 December 2019
Interim Results Released
22 November 2019
If you require any further information, please visit our website www.prosus.comor alternatively email Eoin Ryan (Head of Investor Relations) at [email protected]