Cat Rock Capital Publishes Shareholder Q&A on Just Eat Takeaway.com (“JET”) Upcoming Shareholder Vote
Cat Rock Capital Management LP (together with its affiliates, “Cat Rock Capital”), a long-term oriented investment firm and holder of approximately 14.8 million shares in the capital of Just Eat Takeaway.com NV (“Just Eat Takeaway.com”, “JET”, or “the Company”) (LSE: JET, AMS: TKWY), representing circa 6.9% of Just Eat Takeaway.com’s outstanding shares, today published a summary Q&A document for the benefit of the Company’s shareholders in advance of the upcoming Annual General Meeting (included below). Cat Rock again urges shareholders to VOTE AGAINST JET’s legacy Supervisory Board and CFO.
The summary Q&A document and Cat Rock’s prior releases are available at JustEatMustDeliver.com.
JET Shareholder Q&A
Question 1: Will removing four of six JET Supervisory Board members prevent or delay strategic action on Grubhub?
No. The two remaining Directors, Lloyd Frink and David Fischer, can approve a Grubhub transaction and recommend it to shareholders. Shareholders interested in learning more can refer to Article 7.6.9 of JET’s Articles of Association.
Question 2: How will voting against legacy Supervisory Board members improve JET?
A new and stronger JET Supervisory Board would improve performance in three areas:
- Accountability: Hold management accountable for improving performance in critical functions like financial forecasting, strategic action, and investor relations.
- Strategy: Oversee the implementation of a rational strategy for creating value for all stakeholders.
- Strategic Action: Make sure that the interests of JET shareholders and other stakeholders are protected when management considers strategic options available to the Company.
As an example, if JET receives inbound interest for some or all its assets, shareholders need to know that JET management will decide based on the Company’s interests and not their own.
Alternatively, when JET management considers whether to pursue a “bigger is better” strategy that might overstretch the Company’s financial and operational capacity, a strong Supervisory Board can protect shareholder interests by making sure that JET management maintains operational focus and preserves financial flexibility.
Today, JET clearly needs a strong and assertive Supervisory Board to refocus the Company on its European core markets, improve its capitalization, and evaluate global consolidation opportunities when they arise.
Question 3: What is the process for securing new Supervisory Board members?
The two remaining Supervisory Board members (Lloyd Frink and David Fisher) will nominate new Supervisory Board members and call an Extraordinary General Meeting (“EGM”) to secure shareholder approval for the nominees. This EGM could occur as soon as June 2022. Given the need to secure shareholder approval, Mr. Frink and Mr. Fisher would consider shareholder perspectives as they make their nominations.
Cat Rock will provide any support possible to the two remaining members of JET’s Supervisory Board in the process of securing and nominating new members to the Supervisory Board. We would encourage other shareholders to do the same.
Cat Rock and other JET shareholders have deep relationships with executives who have the industry experience, corporate governance background, capital markets expertise, and gender diversity that JET requires. We are highly confident JET can secure an excellent Supervisory Board in a short period of time.
Question 4: What powers does the Supervisory Board possess?
JET’s Supervisory Board supervises, monitors, and advises the Management Board in developing the Company’s strategy, its financial reporting process, its relationship with shareholders, its financing, and any takeover process for the Company (see 3.4(a) and 3.4(c) of JET Supervisory Board Charter for additional detail).
Importantly, the Supervisory Board can propose removing members of the Management Board and nominate new members to both the Supervisory Board and the Management Board.
Appendix: Cat Rock Capital’s Just Eat Takeaway.com Annual General Meeting Vote Ballot
2.b. APPROVE REMUNERATION REPORT – For
2.c. ADOPT FINANCIAL STATEMENTS AND STATUTORY REPORTS – For
3. AMEND REMUNERATION POLICY FOR MANAGEMENT BOARD – For
4.a. APPROVE DISCHARGE OF MANAGEMENT BOARD – Against
4.b. APPROVE DISCHARGE OF SUPERVISORY BOARD – Against
5.a. REELECT JITSE GROEN TO MANAGEMENT BOARD – Abstain
5.b. REELECT BRENT WISSINK TO MANAGEMENT BOARD – Against
5.c. REELECT JORG GERBIG TO MANAGEMENT BOARD – For
6.a. REELECT ADRIAAN NUHN TO SUPERVISORY BOARD – Against
6.b. REELECT CORINNE VIGREUX TO SUPERVISORY BOARD – Against
6.c. REELECT DAVID FISHER TO SUPERVISORY BOARD – For
6.d. REELECT LLOYD FRINK TO SUPERVISORY BOARD – For
6.e. REELECT JAMBU PALANIAPPAN TO SUPERVISORY BOARD – Against
6.f. REELECT RON TEERLINK TO SUPERVISORY BOARD – Against
7. GRANT BOARD AUTHORITY TO ISSUE SHARES – Against
8. AUTHORIZE BOARD TO EXCLUDE PREEMPTIVE RIGHTS FROM SHARE… – Against
9. AUTHORIZE REPURCHASE OF UP TO 10 PERCENT OF ISSUED SHARE CAPITAL – For
White & Case LLP and Loyens & Loeff N.V. serve as legal advisors to Cat Rock Capital.
About Cat Rock Capital Management LP
Cat Rock Capital Management LP is a long-term focused investment firm that manages capital on behalf of pension funds, endowments, foundations, and other institutional investors. It seeks to invest in a select number of high-quality companies, with a long-term approach that emphasizes deep fundamental research. Cat Rock Capital is based in Connecticut, USA and was founded in 2015 by Alex Captain.
Cat Rock Capital Management LP and certain of its affiliates and controlling persons (collectively, “Cat Rock Capital”), is publishing this announcement solely for the information of other shareholders in Just Eat Takeaway.com NV (“Just Eat Takeaway.com”). This announcement is not intended to be and does not constitute or contain any investment recommendation as defined by Regulation (EU) No 596/2014 (as it forms part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018). No information in this announcement should be construed as recommending or suggesting an investment strategy. Nothing in this announcement or in any related materials is a statement of or indicates or implies any specific or probable value outcome in any particular circumstance. This announcement is provided merely for general informational purposes and is not intended to be, nor should it be construed as (1) investment, financial, tax or legal advice, or (2) a recommendation to buy, sell or hold any security or other investment, or to pursue any investment style or strategy. Neither the information nor any opinion contained in this announcement constitutes an inducement or offer to purchase or sell or a solicitation of an offer to purchase or sell any securities or other investments in Just Eat Takeaway.com or any other company by Cat Rock Capital or any fund or other entity managed directly or indirectly by Cat Rock Capital in any jurisdiction. This announcement does not consider the investment objective, financial situation, suitability or the particular need or circumstances of any specific individual who may access or review this announcement and may not be taken as advice on the merits of any investment decision. This announcement is not intended to provide the sole basis for evaluation of, and does not purport to contain all information that may be required with respect to, any potential investment in Just Eat Takeaway.com. Any person who is in any doubt about the matters to which this announcement relates should consult an authorised financial adviser or other person authorised under the UK Financial Services and Markets Act 2000. To the best of Cat Rock Capital’s ability and belief, all information contained herein is accurate and reliable, and has been obtained from public sources that Cat Rock Capital believes to be accurate and reliable. However, such information is presented “as is”, without warranty of any kind, whether express or implied, and Cat Rock Capital has not independently verified the data contained therein. All expressions of opinion are subject to change without notice, and Cat Rock Capital does not undertake to update or supplement any of the information, analysis and opinion contained herein. This announcement, and its content, distribution and use, is subject to the terms specified at www.JustEatMustDeliver.com.
FORWARD LOOKING STATEMENTS
This announcement contains certain forward-looking statements and information that are based on Cat Rock Capital’s beliefs, as well as assumptions made by, and information currently available to, Cat Rock Capital. These statements include, but are not limited to, statements about strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements that are not historical facts. When used herein, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and “project” and similar expressions (or their negative) are intended to identify forward-looking statements. These statements reflect our current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual results, performance or achievements may vary materially and adversely from those described herein. There is no assurance or guarantee with respect to the prices at which any securities of Just Eat Takeaway.com or any other company will trade, and such securities may not trade at prices that may be implied herein. Any estimates, projections or potential impact of the opportunities identified by Cat Rock Capital herein are based on assumptions that Cat Rock Capital believes to be reasonable as of the date hereof, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences may be material and adverse. No representation or warranty, express or implied, is given by Cat Rock Capital or any of its officers, employees or agents as to the achievement or reasonableness of, and no reliance should be placed on, any projections, estimates, forecasts, targets, prospects or returns contained herein. Neither Cat Rock Capital nor any of its directors, officers, employees, advisers or representatives shall have any liability whatsoever (for negligence or misrepresentation or in tort or under contract or otherwise) for any loss howsoever arising from any use of information presented in this announcement or otherwise arising in connection with this announcement. Any historical financial information, projections, estimates, forecasts, targets, prospects or returns contained herein are not necessarily a reliable indicator of future performance. Nothing in this announcement should be relied upon as a promise or representation as to the future. Nothing in this announcement should be considered as a profit forecast.
In relation to the United Kingdom, this announcement is being issued only to, and is directed only at, (i) investment professionals specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of Just Eat Takeaway.com or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Permitted Recipients”). Persons who are not Permitted Recipients must not act or rely on the information contained in this announcement.
Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction. The distribution of this announcement in certain countries may be restricted by law and persons who access it are required to inform themselves and to comply with any such restrictions. Cat Rock Capital disclaims all responsibility where persons access this announcement in breach of any law or regulation in the country of which that person is a citizen or in which that person is residing or is domiciled. Cat Rock Capital is subject to supervision by, and registered with, the U.S. Securities and Exchange Commission.
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