UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 15F


CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File Number
 001-40484


JUST EAT TAKEAWAY.COM N.V.
 
(Exact name of registrant as specified in its charter)

Piet Heinkade 61
1019 GM Amsterdam
The Netherlands
Tel No: 0031202107000
 
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

American Depositary Shares, each representing one fifth of one ordinary share of Just Eat Takeaway.com N.V.
Just Eat Takeaway.com ordinary shares, nominal value €0.04 per share
 
(Title of each class of securities covered by this Form)

Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:


Rule 12h-6(a)
 ☒  
Rule 12h-6(d)
 ☐
     
 (for equity securities) 
    (for successor registrants)
         
 Rule 12h-6(c) ☐
   Rule 12h-6(i) ☐
         
  (for debt securities)     (for prior Form 15 filers)
             

PART I

Item 1. Exchange Act Reporting History


 A.
Just Eat Takeaway.com N.V. (the “Company”) first incurred the duty to file reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on May 12, 2021, the date that the Company’s registration statement on Form F-4 (Registration Statement No. 333-255540) was declared effective by the Securities and Exchange Commission (the “Commission”).


B.
The Company has filed or submitted all reports required under Section 13(a) or Section 15(d) of the Exchange Act and the corresponding Commission rules for the 12 months preceding the filing of this Form 15F. The Company has filed at least one annual report under Section 13(a) of the Exchange Act.

Item 2. Recent United States Market Activity
The Company’s securities were last sold in a registered offering under the Securities Act of 1933, as amended (the “Securities Act”) on June 15, 2021, pursuant to the Company’s registration statement on Form F-4 (Registration Statement No. 333-255540).  No securities remain unsold under such registration statement.

Item 3. Foreign Listing and Primary Trading Market


 A.
The primary trading market for the Company’s ordinary shares is the Netherlands. The Company has maintained listings of its ordinary shares on the London Stock Exchange (the “LSE”) under the symbol “JET” and on Euronext Amsterdam (“Euronext”) under the symbol “TKWY”. Prior to March 4, 2022, the Company’s ADSs, each representing one fifth of one ordinary share of the Company, were listed on The Nasdaq Global Select Market (“Nasdaq”).


B.
The Company’s ordinary shares have been listed on Euronext since September 2016. The Company has maintained a listing of its ordinary shares on Euronext for at least the 12 months preceding the filing of this Form 15F.


C.
During the 12-month period beginning on January 14, 2022 and ending on January 14, 2023 (the “Applicable Period”), approximately 57.7% of trading in the Company’s ordinary shares and American depositary shares (“ADSs”), considered as a single class of securities, occurred in the Netherlands.

Item 4. Comparative Trading Volume Data

The Company’s trading volume data used to rely on Rule 12h-6(a)(4)(i) are as follows:


 A.
The Applicable Period is the recent 12-month period used to meet the requirements of Rule 12h-6(a)(4)(i).


B.
During the Applicable Period, the average daily trading volume of the Company’s ADSs in the United States was 85,482 shares and the average daily trading volume of the ordinary shares and ADSs, considered as a single class of securities, on a worldwide basis was 5,382,039 shares.



C.
During the Applicable Period, the average daily trading volume of ADSs in the United States was 1.6% as a percentage of the average daily trading volume of the ordinary shares and ADSs, considered as a single class of securities, on a worldwide basis.


D.
Prior to March 4, 2022, the Company’s ADSs, each representing one fifth of one ordinary share of the Company, were listed on Nasdaq. On March 4, 2022, the Company voluntarily filed a Form 25 with the Commission informing the Commission that the Company had determined to voluntarily delist its ADSs from listing on Nasdaq. On March 4, 2022, for the preceding 12-month period, the average daily trading volume of the ADSs in the United States was 15.0% as a percentage of the average daily trading volume of the ADSs and ordinary shares, considered as a single class of securities, on a worldwide basis.


E.
The Company has not terminated a sponsored American depositary receipt facility with respect to its ADSs. The Company’s sponsored American depositary receipt facility with respect to its ADSs will be amended in relation to the deregistration by a post-effective amendment to Form F-6.


F.
The Company used Bloomberg as the source of trading volume information for purposes of determining whether it meets the requirements of Rule 12h-6.

Item 5. Alternative Record Holder Information

Not applicable.

Item 6. Debt Securities

Not applicable.

Item 7. Notice Requirement


 A.
As required by Rule 12h-6(h), the Company published a notice disclosing its intent to terminate its duty to file reports under Section 13(a) and Section 15(d) of the Exchange Act on the date hereof.


B.
The notice was disseminated in the United States via PR Newswire. In addition, the notice is attached as Exhibit 99.1 to this Form 15F.

Item 8. Prior Form 15 Filers

Not applicable.

PART II

Item 9. Rule 12g3-2(b) Exemption

The Company will publish the information required by Rule 12g3-2(b)(1)(iii) on its internet website at https://www.justeattakeaway.com.

PART III

Item 10. Exhibits

Attached as Exhibit 99.1 to this Form 15F is a copy of the notice, required by Rule 12h-6(h) (17 CFR 240.12h-6(h)), disclosing the Company’s intent to terminate its duty to file reports under Section 13(a) and Section 15(d) of the Exchange Act.

Item 11. Undertakings

The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:

(1) The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);

(2) Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or

(3) It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, Just Eat Takeaway.com N.V. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Just Eat Takeaway.com N.V. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.


  Just Eat Takeaway.com N.V.  
       
Dated:  March 14, 2023
By:
/s/ Brent Wissink  
    Name:
 Brent Wissink  
    Title:
 Chief Financial Officer  
       


Exhibit 99.1

 
  
 

Amsterdam, 14 March 2023
Just Eat Takeaway.com files for deregistration from SEC in the USA

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, will file for deregistration of its securities under the Securities and Exchange Act of 1934 (the “Exchange Act”). Deregistration of its securities from the Securities and Exchange Commission of the United States of America (the “SEC”) will reduce reporting costs and complexity.

As announced on 8 February 2022, the Company voluntarily delisted its American Depositary Receipts (“ADRs”) from the Nasdaq Global Select Market on 14 March 2022. As a result, the Company’s ADRs are quoted and traded in the United States on the OTC Markets via a sponsored Level I Program via the ticker JTKWY.

Following the delisting and the mandatory 12-month waiting period from the date of delisting, the Company has now met the criteria for deregistration of its securities under the Exchange Act and therefore intends to file a Form 15F with the SEC. Deregistration is expected to become effective 90 days after the filing of the Form 15F.

The Company’s main considerations for the deregistration are the low trading volumes of the Company’s securities in the United States. In addition, the costs and expenses associated with being registered under the Exchange Act, the auditing, legal and other costs associated with continuing to make SEC filings, and the burdens placed on Company management to comply with the continued reporting requirements in the United States are significant and are not considered to be offset by the benefits from having its securities registered under the Exchange Act.

The Company’s ordinary shares will remain listed on Euronext Amsterdam and on the London Stock Exchange.

Just Eat Takeaway.com

Jitse Groen, CEO
Brent Wissink, CFO
Joerg Gerbig, COO
Andrew Kenny, CCO

Investors:
Joris Wilton
E: IR@justeattakeaway.com

Media:
E: press@justeattakeaway.com

For more information, please visit our corporate website: https://www.justeattakeaway.com/

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About Just Eat Takeaway.com

Just Eat Takeaway.com (LSE: JET, AMS: TKWY) is one of the world’s leading global online food delivery marketplaces.

Headquartered in Amsterdam, the Company is focused on connecting consumers and partners through its platforms. With 692,000 connected partners, Just Eat Takeaway.com offers consumers a wide variety of food choice.

Just Eat Takeaway.com has rapidly grown to become a leading online food delivery marketplace with operations in the United States, the United Kingdom, Germany, the Netherlands, Canada, Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland, Israel, Italy, Luxembourg, New Zealand, Poland, Slovakia, Spain and Switzerland.

Disclaimer

Statements included in this press release that are not historical facts are, or may be deemed to be, forward-looking statements, including “forward-looking statements” made within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “anticipates”, “expects”, “intends”, “may” or “will” or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results, reflect the Company’s current view with respect to future events and are subject to risks relating to future events, including risks from or uncertainties related to innovation; competition; brand & reputation; acquisitions; global strategic projects; technological reliability and availability; social change, legislation & regulation; data security and privacy; financial reporting, people, operational complexity of hybrid model and integration & transformation, as well as those contained in the Company’s filings with the SEC, including the Company’s registration statement on Form 20-F and Current Reports on Form 6-K, which may be obtained free of charge at the SEC’s website, http://www.sec.gov, and the Company’s Annual Reports, which may be obtained free of charge from the Company’s corporate website, https://justeattakeaway.com. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. Forward-looking statements reflect knowledge and information available at, and speak only as of, the date they are made, and the Company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement. Readers are cautioned not to place undue reliance on such forward-looking statements.




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