F-6 POS 1 a21-20_f6pos_no1_reporting.htm F-6 REGISTRATION STATEMENT
As filed with the Securities and Exchange Commission on May 12, 2021
Registration No. 333- 255550


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
____________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
_____________
JUST EAT TAKEAWAY.COM N.V.
(Exact name of issuer of deposited securities as specified in its charter)
__________
Not Applicable
(Translation of issuer’s name into English)
_________
The Netherlands
(Jurisdiction of incorporation or organization of issuer)
______________________________
Deutsche Bank Trust Company Americas
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
_____________
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
United States of America
(302) 738-6680
(Address, including zip code, and telephone number, including area code, of agent for service)
_____________
Copies to:
Alyssa K. Caples, Esq.
G.J. Ligelis Jr., Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
United States of America
(212) 474-1000
Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+(44) 20 7532-1400
____________________
It is proposed that this filing become effective under Rule 466:
☒ immediately upon filing.
 
□ on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box:  ☒

____________________
CALCULATION OF REGISTRATION FEE
Title of each class
of Securities to be registered
Amount to be registered
Proposed
maximum aggregate price per unit (1)
Proposed
maximum aggregate offering price (2)
Amount of registration fee
American Depositary Shares, each representing one tenth of one ordinary share of Just Eat Takeaway.com N.V.
N/A
N/A
N/A
N/A


1
For the purpose of this table only the term “unit” is defined as one American Depositary Share.
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.
This registration statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

PART I


INFORMATION REQUIRED IN PROSPECTUS
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Deposit Agreement filed as Exhibit (a) to the Registration Statement on Form F-6 (File No.333-255550) previously filed by the Registrant, which is incorporated herein by reference.

Item 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED

Required Information
  
Location in Form of Receipt Filed Herewith as Prospectus
     
1.
Name of depositary and address of its principal executive office
  
Face of Receipt – introductory paragraph
       
2.
Title of Receipts and identity of deposited securities
  
Face of Receipt – top center
       
Terms of Deposit:
    
       
 
(i)
The amount of deposited securities represented by one American Depositary Share (“ADS”)
  
Face of Receipt – upper right corner
         
 
(ii)
The procedure for voting the deposited securities
  
Reverse of Receipt – Articles 14 and 15
         
 
(iii)
The procedure for collecting and distributing dividends
  
Reverse of Receipt – Articles 13 and 14
         
 
(iv)
The procedures for transmitting notices, reports and proxy soliciting material
  
Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
         
 
(v)
The sale or exercise of rights
  
Reverse of Receipt – Articles 13 and 14
         
 
(vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
         
 
(vii)
Amendment, extension or termination of the deposit arrangements
  
Reverse of Receipt – Articles 20 and 21 (no provision for extension)
         
 
(viii)
The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
  
Face of Receipt – Article 12
         
 
(ix)
Restrictions upon the right to transfer or withdraw the underlying securities
  
Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt – Article 22
         
 
(x)
Limitation on the depositary’s liability
  
Face of Receipt – Articles 6 and 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
         
3.
Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
  
Face of Receipt – Article 9




Item 2.
AVAILABLE INFORMATION
Just Eat Takeaway.com N.V. (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and furnishes certain reports to, the Securities and Exchange Commission (the “Commission”).  These reports may be retrieved from the Commission’s website (www.sec.gov) and may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
PART II


INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3.
EXHIBITS

 
(a)
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.
 
(b)
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.
 
(c)
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.
 
(d)
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).
 
(e)
Certification under Rule 466. — Filed herewith as Exhibit (e).
 
(f)
Powers of attorney for certain officers and directors of the Company. — Previously filed (Form F-6, File No. 333-255550).

Item 4.
UNDERTAKINGS

 
(a)
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.
 
(b)
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.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No.1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 12, 2021.
 
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
       
       
 
By:
  /s/ Kelvyn Correa
  
   
Name:
  Kelvyn Correa
  
   
Title:
  Director  
       
       
 
By:
  /s/ Michael Tompkins
 
   
Name:
  Michael Tompkins
  
   
Title:
  Director  
       
       


Pursuant to the requirements of the Securities Act of 1933, as amended, Just Eat Takeaway.com N.V. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No.1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Amsterdam, on May 12, 2021.
 
Just Eat Takeaway.com N.V.
       
       
 
By:
 /s/ Brent Wissink
 
   
Name:
 Brent Wissink
 
   
Title:
 Chief Financial Officer
  


Under the requirements of the Securities Act, this Post-Effective Amendment No.1 to Registration Statement on Form F-6 has been signed by the following persons on May 12, 2021, in the capacities indicated.
Signature
  
Title
     
/s/ Jitse Groen  
Managing Director
Name:  Jitse Groen
  
(Chief Executive Officer)
     
/s/ Brent Wissink  
Managing Director
Name:  Brent Wissink
  
(Chief Financial Officer)
     
/s/ Jörg Gerbig  
Managing Director
Name:  Jörg Gerbig
  
(Chief Operating Officer)
     
/s/ Adriaan Nühn  
Supervisory Director
Name:  Adriaan Nühn
  
(Chairman of the Supervisory Board)
     
/s/ Corinne Vigreux  
Supervisory Director
Name:  Corinne Vigreux
  
(Vice-Chairman of the Supervisory Board)
     
/s/ Gwyn Burr  
Supervisory Director
Name:  Gwyn Burr
    
     
/s/ Jambu Palaniappan  
Supervisory Director
Name:  Jambu Palaniappan
    
     
/s/ Ron Teerlink  
Supervisory Director
Name:  Ron Teerlink
    
     
The undersigned attorney-in-fact, by signing his or her name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 on behalf of the above-indicated directors and officers of Just Eat Takeaway.com N.V. pursuant to the power of attorney filed with the Commission.
* By:
      
 
                , as attorney-in-fact
    


SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Just Eat Takeaway.com N.V., has signed this Post-Effective Amendment No.1 to Registration Statement on Form F-6 in the United States of America on May 12, 2021.
 
Puglisi & Associates
       
       
 
By:
 /s/ Donald J. Puglisi  
   
Name:
Donald J. Puglisi
  
   
Title:
Managing Director
  


Index to Exhibits
Exhibit
Document
(e)
Rule 466 Certification
   


Certification under Rule 466
The depositary, Deutsche Bank Trust Company Americas, represents and certifies the following:
(1)
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. 1 to Form F-6 Registration Statement.
(2)
That its ability to designate the date and time of effectiveness under Rule 466 has not been suspended.

 
By:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary
       
       
 
By:
  /s/ Kelvyn Correa
  
   
Name:
  Kelvyn Correa
  
   
Title:
  Director  
         
         
 
By:
  /s/ Michael Tompkins
  
   
Name:
  Michael Tompkins
  
   
Title:
  Director