United States securities and exchange commission logo
April 13, 2021
Jitse Groen
Chief Executive Officer
Just Eat Takeaway.com N.V.
Oosterdoksstraat 80
1011 DK Amsterdam
The Netherlands
Re: Just Eat
Takeaway.com N.V.
Amendment No. 3 to
Draft Registration Statement on Form F-4
Submitted March 25,
2021
CIK No. 0001792627
Dear Mr. Groen:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form F-4 Filed March
25, 2021
Risks Relating to the Grubhub Group, page 74
1. We note the amended
risk factors in Grubhub's recently filed 10-K, which is incorporated
by reference to this
filing. On page 12 of Grubhub's 10-K, the company discloses that
"certain contracts
entered into by the Company contain change in control, anti-
assignment, or certain
other provisions that may be triggered as a result of the
Transaction. If the
counterparties to these agreements do not consent to the Transaction,
the counterparties may
have the ability to exercise certain rights (including termination
rights), resulting in
the combined company incurring liabilities as a consequence of
breaching such
agreement." In an appropriate place in your filing, please disclose the
Jitse Groen
Just Eat Takeaway.com N.V.
April 13, 2021
Page 2
extent of Grubhub's potential liabilities pursuant to these
agreements, if estimable and/or
material.
Nasdaq Rules, page 126
2. We note your disclosure that "Just Eat Takeaway.com will not be
required to, and in
reliance on home country practice, may not, comply with certain Nasdaq
rules requiring
Just Eat Takeaway s 'code of conduct' to be as described in the
Nasdaq Listing Rules."
Please briefly describe the differences between Just Eat Takeaway's
code of conduct and
that required in Nasdaq's listing rules.
Selected Historical Consolidated Financial Data Of The Just Eat Takeaway.Com
Group, page
129
3. Please revise your headers to indicate the periods which are
unaudited. In this regard, we
note from your disclosure "the balance sheet data as of 31 December
2017 and 2016 and
the income statement data for the years ended 31 December 2017 and
2016 are derived
from the Just Eat Takeaway.com Group s unaudited consolidated
financial statements."
Business of The Just Eat Takeaway.com Group, page 172
4. You define "employees" here as follows: "Employees are individuals
with whom the Just
Eat Takeaway.com Group has an employment agreement and includes
employees with a
part-time employment agreement. Employees exclude the following: (i)
workers whose
costs are recharged to the Just Eat Takeaway.com Group, (ii) hired
workers,
(iii) freelancers (including contractors and self-employed persons)
and (iv) consultants."
However, you include a different definition of employees on page 183:
"Employees
exclude the following: (i) workers whose costs are recharged to the
Just Eat
Takeaway.com Group, (ii) couriers employed through agreements with
third-party
agencies, (iii) freelancers (including contractors and self-employed
persons) and (iv)
consultants." Please revise for consistency. In this regard, it is
difficult to determine how
"hired workers" differ from individuals with whom you have an
employment agreement,
and therefore, why those workers are excluded from your definition of
"employee."
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the
Just Eat Takeaway.com Group
Results of Operations, page 216
5. We note your increase in Share-based payments during the current year
"primarily driven
by the Just Eat Acquisition in 2020," as well as your disclosure on page
F-20 of the new
FirstName LastNameJitse Groen
schemes in place during the current year. Please tell us, to the extent
the material, your
Comapany NameJust
anticipated Eatrelated
costs Takeaway.com N.V. payment schemes, and
consideration of disclosing
to share-based
these
April 13, anticipated
2021 Page 2 future costs within your MD&A.
FirstName LastName
Jitse Groen
FirstName LastNameJitse Groen
Just Eat Takeaway.com N.V.
Comapany
April NameJust Eat Takeaway.com N.V.
13, 2021
April 313, 2021 Page 3
Page
FirstName LastName
Courier Costs and Order Processing Costs, page 216
6. We note your disclosure that "[t]he comparative growth of order
processing costs relative
to the growth of Orders was driven by growth in the share of online
payments as well as
the growing share of merchandise sales." Please clarify why a growing
share of
merchandise sales would result in an increase in growth of order
processing costs.
Further, to provide context for investors regarding your merchandise
sales and how they
are "growing," please quantify the share of your sales attributable to
merchandise for the
periods presented in your filing, if material.
Information About the Management and Compensation of Just Eat Takeaway.com
Summary of the 2020 Revision of the Remuneration Policy of the Management
Board, page 237
7. We note your disclosure that the STI performance measures include "a
mix of financial
measures (75%) and nonfinancial measures (25%), supporting the
strategy of Just Eat
Takeaway.com: (i) number of new consumers (25%), (ii) number of Active
Consumers
(25%), (iii) number of orders per consumer (25%) and (iv) certain
personal / non-financial
measures (25%)." Please briefly describe the certain personal and
non-financial measures.
Grubhub SEC Filings, page 319
8. We note the disclosure throughout Grubhub's 2020 10-K that "[Grubhub]
also generate[s]
revenue from fees paid by diners for GH+, [its] subscription product.
GH+ subscribers
receive unlimited deliveries with $0 delivery fee on qualifying orders
from GH+
restaurants." To provide context for investors regarding the business
operations and
growth opportunities for Grubhub, and the importance of the new
subscription business to
Grubhub's operations, disclose the percentage of revenue attributable
to subscription fees
for the periods presented, if material to an understanding of
Grubhub's business.
Notes to the consolidated financial statements
10 Operating segments, page F-36
9. Please reconcile your schedule of non-current assets by the Company
s country
of domicile to the total of non-current assets reported on your
consolidated statement of
financial position. Refer to Paragraph 28 of IFRS 8.
Jitse Groen
FirstName LastNameJitse Groen
Just Eat Takeaway.com N.V.
Comapany
April NameJust Eat Takeaway.com N.V.
13, 2021
April 413, 2021 Page 4
Page
FirstName LastName
You may contact Abe Friedman at (202) 551-3264 or Adam Phippen at (202)
551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Mara Ransom at (202) 551-3264
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: G.J. Ligelis Jr.