As filed with the Securities and Exchange Commission on March 14, 2023
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Registration No. 333-255550
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G.J. Ligelis Jr., Esq.
Andrew M. Wark, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
United States of America
(212) 474-1000
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Melissa Butler, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW United Kingdom +44 20 7532-1502
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It is proposed that this filing become effective under Rule 466:
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☒ immediately upon filing.
☐ on (Date) at (Time).
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Title of each class
of Securities to be registered |
Amount to be registered
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Proposed
maximum aggregate price per unit (1) |
Proposed
maximum aggregate offering price (2) |
Amount of registration fee
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American Depositary Shares, each representing one fifth of one ordinary share of Just Eat Takeaway.com N.V.
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N/A
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N/A
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N/A
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N/A
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1 |
For the purpose of this table only the term "unit" is defined as one American Depositary Share.
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2 |
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American
Depositary Shares.
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Required Information
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Location in Form of Receipt Filed Herewith as Prospectus
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1.
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Name of depositary and address of its principal executive office
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Face of Receipt – introductory paragraph
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt – top center
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share (“ADS”)
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Face of Receipt – upper right corner
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(ii)
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The procedure for voting the deposited securities
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Reverse of Receipt – Articles 14 and 15
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(iii)
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The procedure for collecting and distributing dividends
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Reverse of Receipt – Articles 13 and 14
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(iv)
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The procedures for transmitting notices, reports and proxy soliciting material
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Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Articles 13 and 14
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
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(vii)
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Amendment, extension or termination of the deposit arrangements
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Reverse of Receipt – Articles 20 and 21 (no provision for extension)
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(viii)
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The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Face of Receipt – Article 12
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(ix)
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Restrictions upon the right to transfer or withdraw the underlying securities
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Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt – Article 22
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(x)
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Limitation on the depositary’s liability
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Face of Receipt – Articles 6 and 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
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3.
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Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
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Face of Receipt – Article 9
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4.
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Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities
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Face of Receipt – Article 9
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(a)(i)
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Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued
thereunder (“Deposit Agreement”). — Previously filed as Exhibit (a) to Form F-6 (File No. 333-255550) and incorporated herein by reference.
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(a)(ii)
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Form of Amendment No. 1 to Deposit Agreement. — Previously filed as Exhibit (a)(ii) to the Post-Effective Amendment No. 2 to the Registration Statement on Form F-6 (File No .333-255550) and incorporated herein by reference.
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder or the custody of the deposited securities represented thereby. — Not applicable.
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(c)
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Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — Not applicable.
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(d)
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Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Previously filed as Exhibit (d) to Form F-6 (File No. 333-255550).
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(e)
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Certification under Rule 466. — Filed herewith as Exhibit (e).
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(f)
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Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto.
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADR, any reports and communications received from the issuer of the deposited securities
which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a
copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty (30) days before any change in the fee schedule.
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Legal entity created by the form of Deposit Agreement for the issuance of Receipts for ordinary shares, par value €0.04 per share, of Just Eat Takeaway.com N.V.
Deutsche Bank Trust Company Americas, as Depositary
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By:
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/s/ Michael Fitzpatrick |
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Name: Michael Fitzpatrick
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Title: Vice President
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By:
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/s/ Beverly George-Prowell |
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Name: Beverly George-Prowell
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Title: Vice President
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Just Eat Takeaway.com N.V.
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By:
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/s/ Brent Wissink |
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Name: Brent Wissink
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Title: Chief Financial Officer
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Name
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Title
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/s/ Jitse Groen
Name: Jitse Groen
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Managing Director
(Chief Executive Officer)
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/s/ Brent Wissink
Name: Brent Wissink
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Managing Director
(Chief Financial Officer)
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/s/ Jörg Gerbig
Name: Jörg Gerbig
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Managing Director
(Chief Operating Officer)
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/s/ Andrew Kenny
Name: Andrew Kenny
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Managing Director
(Chief Financial Officer)
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/s/ Dick Boer
Name: Dick Boer
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Supervisory Director
(Chair of the Supervisory Board)
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/s/ Corinne Vigreux
Name: Corinne Vigreux
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Supervisory Director
(Vice-Chair of the Supervisory Board)
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/s/ Ron Teerlink
Name: Ron Teerlink
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Supervisory Director
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/s/ Mieke De Schepper
Name: Mieke De Schepper
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Supervisory Director
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/s/ Jambu Palaniappan
Name: Jambu Palaniappan
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Supervisory Director
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/s/ Lloyd Frink
Name: Lloyd Frink
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Supervisory Director
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Puglisi & Associates
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By:
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/s/ Donald J. Puglisi |
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Name: Donald J. Puglisi
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Title: Managing Director
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Exhibit
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Document
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(e)
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Rule 466 Certification
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(1)
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That it previously had filed a registration statement on Form F-6 (Just Eat Takeaway.com N.V, 333-255550) that the Securities and Exchange Commission declared effective, with terms of deposit identical to the terms of deposit of this
Post-Effective Amendment No. 3 to Form F-6 Registration Statement.
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(2)
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That its ability to designate the date and time of effectiveness under Rule 466 has not been suspended.
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By:
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DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary
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By:
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/s/ Michael Fitzpatrick |
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Name:
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Michael Fitzpatrick |
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Title:
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Vice President |
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By:
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/s/ Beverly George-Prowell |
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Name:
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Beverly George-Prowell |
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Title:
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Vice President |
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