* Takeaway says change increases deal certainty
* Restructured offer has lower threshold for approval
* Just Eat shares rise above Prosus offer (Adds detail on tender offer, Delivery Hero comment on share sale)
By Noor Zainab Hussain and Toby Sterling
Nov 4 (Reuters) - Takeaway.com has changed its line of attack in the battle to buy food delivery ordering service Just Eat, effectively lowering the threshold for approval of its offer as it seeks to fend off rival suitor Prosus.
Just Eat had previously agreed on the terms of a 4.7 billion pound ($6.1 billion) all-share deal that prompted internet giant Prosus to weigh in with an unsolicited cash offer of $6.3 billion, or 710 pence per share, setting an increasingly fractious contest in motion.
A merger of Takeaway and Just Eat would create one of the biggest food delivery groups outside China, rivalling Uber Eats , with market leadership in Britain, Germany, the Netherlands and Canada.
The value of Takeaway's offer has declined since it was announced Aug. 5, dented by a drop in its share price and a strengthening of the pound against the euro.
At its current share price of 72.45 euros, Takeaway's offer is valued at 607 pence per share, equating to about $5.3 billion.
Takeaway announced on Monday that it had changed the structure of its takeover attempt from a scheme of arrangement that needed 75% approval by both sets of shareholders to a formal offer that requires 75% of Just Eat shareholders to give the nod.
If the Takeover panel agrees, that could drop as low as 50% plus one share.
"With this switch, we provide additional deal certainty to the Just Eat shareholders," said Takeaway CEO Jitse Groen.
Just Eat's board unanimously recommended its shareholders accept the Takeaway offer.
Takeaway spokesman Joris Wilton said the new structure gives the company "increased flexibility" in the fight, including the possibility that the deal could be allowed to go through with a bare majority of 50%.
Shares in Just Eat rose 0.5% to 740 pence, significantly above the Prosus offer, suggesting that investors expect a higher bid from one side or the other.
Takeaway spokesman Wilton said the change to the structure would not affect the company's ability to raise its bid or add a cash component but declined to comment on whether it planned to do either.
Prosus representatives declined comment.
Just Eat said it continues to recommend its shareholders back the Takeaway deal, adding that Monday's change means shareholders have a "clear choice" between two binding options.
The change also means that a planned Dec. 4 shareholder vote on the original agreement has been put on hold. Takeaway will instead launch a tender offer in the next two weeks with expiry likely to be before the end of the year, Wilton said.
"All eyes will be on whether Prosus increases its offer," Credit Suisse analysts said.
The takeover battle heated up last month after Cat Rock accused German rival Delivery Hero, which is 22% owned by Prosus, of selling down its 13% stake in Takeaway to suppress the value of the shares and lower the attractiveness of Takeaway's offer.
Delivery Hero has denied the accusation and on Monday reiterated that its stake disposal had been planned before it had any knowledge of Takeaway’s offer for Just Eat. ($1 = 0.7738 pounds)
Reporting by Noor Zainab Hussain in Bengaluru Editing by David Goodman