Just Eat Regulatory News (JE.)

JUST EAT plc

("JUST EAT", the "Company" or the "Group")

2015 Interim Results

JUST EAT delivers another period of excellent growth

JUST EAT plc (LSE: JE.), the world's leading digital marketplace for takeaway food, connecting 11.0 million Active Users to over 59,000 takeaway restaurants, today reports another period of excellent growth in the six months ended 30 June 2015 with revenue up 54% to £107.8 million and Underlying EBITDA up 62% to £25.8 million.

Financial Highlights

· Revenue up 54% to £107.8 million (H1 2014: £69.8 million), up 58% on a forex neutral basis

· Orders up 52% to 41.9 million (H1 2014: 27.5 million), like-for-likei orders up 47%

· Underlying EBITDAii up 62% to £25.8 million (H1 2014: £15.9 million)

· Basic earnings per share up 42% to 1.7p (H1 2014: 1.2p)

· Adjusted basic earnings per shareiii up 41% to 3.1p (H1 2014: 2.2p)

· Operating Cashflow of £26.5 million, (H1 2014: £15.4 million), representing 103% of Underlying EBITDA

Operational and Strategic Highlights

· Active Usersiv up 59% to 11.0 million (as at 30 June 2014: 6.9 million)

· Orders via mobile devices account for over 60% of total orders (H1 2014: over 50%)

· The platform processed orders worth over £700 million for our takeaway restaurants (H1 2014: £465 million)

· Acquisition of the Menulog Group completed on 15 June 2015; business progressing to plan

· Seven other M&A deals completed

Enquiries

About the JUST EAT Group

JUST EAT operates the world's leading digital marketplace for takeaway food, providing hungry consumers with an easy and secure way to order from local takeaway restaurants, which have their menus made accessible to all online consumers via JUST EAT's mobile apps and websites. JUST EAT has a contractual relationship with all of its restaurants. Consumers are able to search for local takeaway restaurants, place mobile or online orders and pay either online or by cash on delivery. Management estimates the value of the takeaway delivery markets in the territories in which the Company operates to be £22.9 billion. The adoption of ecommerce continues to drive the growth in online takeaway ordering and the value proposition from JUST EAT as an online aggregator is compelling for both consumers and restaurants.

JUST EAT primarily derives its revenue from commissions charged to restaurants on the value of successful orders placed by consumers. With minimal capital expenditure and approximately 63% of all orders paid by card, the Group benefits from a favourable working capital cycle despite its rapid growth. JUST EAT is a member of the FTSE 250 Index. www.just-eat.com/investorsv 

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". By their nature, such statements involve risk and uncertainty since they relate to future events and circumstances. Actual results may, and often do, differ materially from any forward-looking statements.

Any forward-looking statements in this announcement reflect management's view with respect to future events as at the date of this announcement. Save as required by law or by the Listing Rules of the UK Listing Authority, the Company undertakes no obligation to publicly revise any forward-looking statements in this announcement following any change in its expectations or to reflect subsequent events or circumstances following the date of this announcement.

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i Like-for-like figures are calculated by excluding data from H1 2015 and H1 2014 in respect of Australia/New Zealand and Mexico (new markets) and Brazil and France (change of consolidation basis).

ii Underlying EBITDA is the main measure of profitability used by management to assess the performance of the Group's businesses. It is based on EBITDA (defined as earnings before finance income and costs, taxation, depreciation and amortisation) and additionally excludes the Group's share of depreciation and amortisation of associates and joint ventures, long term employee incentive costs, exceptional items, foreign exchange gains and losses and "other gains and losses". At a segmental level, Underlying EBITDA also excludes intra-group franchise fee arrangements and incorporates an allocation of Group technology and central costs (both of which net out on a consolidated level). A reconciliation between Underlying EBITDA and Profit Before Tax is shown in note 3 to the Interim Financial Statements.

iii Adjusted basic earnings per share is the main measure of earnings per share used by the Group and is calculated using underlying profit attributable to the holders of Ordinary shares in the parent, which is defined as profit attributable to the holders of Ordinary shares in the parent, before long term employee incentive costs, exceptional items, foreign exchange gains and losses, "other gains and losses", amortisation of acquired intangibles and the tax impact of the adjusting items.

iv An Active User represents an account that has placed at least one order within the last 12 months.

v The content of the JUST EAT web site should not be considered to form a part of or be incorporated into this announcement.

CEO's Review

I am delighted with our continued strong growth in the first half of 2015. Orders grew by 52% compared with the same period last year, up 47% on a like-for-likei basis. Revenues were up 54%, and on a forex neutral basis were up 58%. This rapid growth supports our strategy of increased investment in key areas such as technology, marketing and product development with countries including Denmark, Spain and Italy seeing year-on-year growth rates accelerate in the period.

The UK business delivered 49% year-on-year order growth and an improved underlying EBITDA margin of 44%, despite significant ongoing investment. The JUST EAT business model is highly profitable at scale when clear local market-leadership is achieved, and we remain committed to investing to deliver this across our portfolio as rapidly as possible, whilst remaining disciplined and focused on profit generation.

Our three strategic initiatives remain key to delivering long-term sustainable growth:

1. Improving the consumer experience

Product development, led by our technology team, is critical to improving the consumer experience and accordingly we have continued to make significant investment in this team. The product improvements already delivered, alongside a strong pipeline of future innovation, supports this decision.

One of the benefits of the increased investment is the speed with which innovation and improvements can be rolled out, as evidenced by our collaboration with Apple, with JUST EAT launching both Apple Pay and an Apple Watch app on their respective release dates.

Other consumer experience improvements include enhanced search results and greater download speeds. Amongst many mobile focused developments, App users now have re-order capability and receive in-app confirmation of orders. In total, there were 74 Android releases and 35 iOS releases across our core platform, all while maintaining the crucial scalability, security and stability of these high volume, time critical platforms.

Our Orderpad terminal, which offers better connectivity options and increased functionality, is now in 345 restaurants. The trial of Order Tracking has now been expanded to 50 restaurants as we evolve the platform. We continue to believe that the order visibility enabled by this system could fundamentally change consumer satisfaction in our industry, but there remain several more hurdles to address, including operational scalability.

"Order on its Way" is a new R&D project that builds on our Order Tracking trials and is available both to restaurants on Orderpad and, from H2 2015, will be trialled more widely on legacy restaurant terminals. This product enables restaurants to send a message to consumers to notify them that their order is on its way. Initial results have shown that consumers that receive such notifications have a higher reorder rate and are more likely to leave a review.

2. Bringing greater choice

We have continued to grow the size of our network of contracted restaurant partners. At 30 June 2015, this had increased to over 59,000, up from 45,700 at 31 December 2014. During the period, continued success in signing new restaurants was supplemented by the acquired Menulog and SinDelantal Mexico restaurant estates.

Our consumer-generated ratings and reviews provide the most comprehensive and up to date restaurant information in the industry, and over the first half of the year the number of reviews on the platform increased to over 9 million.

While we are committed to ensuring our users have the widest choice of takeaway restaurants on our platform, as part of our on-going drive to further professionalise the takeaway industry, we are now identifying restaurants whose online service is detrimental to consumer retention and, in the UK, have pro-actively churned the worst offenders. This, amongst other activities, has already helped drive an increase in new customer return rates.

Takeaway logistics has been a hot topic in our industry over the past six months, and we have seen the launch of dedicated logistics start-ups in our markets, trying to target the most affluent, densely populated urban postcodes. In the UK, these have had no impact on JUST EAT's order growth or other KPI's in the areas they operate. As a technology business, we firmly believe we can add value to our restaurant partners, using our scale and experience to innovate to find a scalable solution to the "last mile" challenge. As such, we will continue to work with logistics partners and technology providers in this area, while remaining focused on our core business.

UK collection/pick-up orders increased by 97% to 3% of total UK orders. The increase in these orders is predominantly through restaurants that offer both delivery and collection.

3. Driving channel shift

Over the past few years, we have focused our marketing on consumer acquisition with excellent results. Our cost of acquisition typically falls as we become more established in a given market and develop a brand that consumers trust. Our latest campaign #minifistpump has built on earlier successful campaigns and helped drive top-of-mind brand awareness. Building a strong brand remains core to our strategy and our brand investment will continue to grow, both in more established markets such as the UK and in early stage, more competitive markets such as Spain.

We are also now increasing our focus on improving consumer retention and frequency, particularly in ensuring that more new users reach the all-important third order. Our mobile-led strategy is key to achieving this as app users are typically more loyal and order more frequently. During the first half, orders via a mobile device accounted for over 60% of Group orders, up from over 50% in the comparable period last year. In the UK, where our strategy is most established, app orders accounted for 38% of total orders. We will build on this early success in increasing repeat orders by improving messaging and targeting, helped by the introduction of a full-service Customer Relationship Management ("CRM") platform, which will be launched in the UK before being rolled out across our other countries in 2016.

M&A

The successful acquisition of the market-leading Menulog Group based in Australia and New Zealand was a key achievement in the first half of the year. The consequent Placing and Open Offer was comfortably oversubscribed and well supported by investors around the world. The transaction acknowledges management's belief in the long-term growth opportunity in the Australian and New Zealand markets. Integration into the wider Group is progressing well despite completion only taking place on 15 June. Menulog orders in the first six months grew 91% year-on-year and we are delighted to welcome them to the Group. With only two weeks of trading before period close, the Australian results are not shown separately in this report but will be at the full year.

In February we completed the acquisition of SinDelantal Mexico, the market leader in Mexico, and have started to integrate and strengthen the local team with support from the wider Group, and in the second half of 2015 we plan to significantly increase our investment in this early stage but very exciting market. Also in Latin America we increased our stake in iFood in Brazil to 30%. This Joint Venture, originally formed in November 2014 continues to grow very rapidly with triple digit order growth on a like-for-like basis, which is well ahead of plan. Although we are unable to consolidate the revenues from iFood, we are building a highly valuable asset in Brazil and will continue to support that business with increased investment during 2015.

During the first half, we also acquired the minority interest in our Swiss business, and purchased the third and fourth largest operators in Italy to consolidate our position in that market. In July, we bought Orderit.ca, a Toronto-based operator which will be merged with our Canadian business.

We continue to monitor the market for potential acquisition and partnership opportunities. Our policy remains unchanged, to maintain financial discipline and to focus on acquisitions that consolidate our existing market positions, bring technological innovation or which bring clear market leadership in new markets of scale.

People

During the half year, we welcomed Barnaby Dawe as our new Chief Marketing Officer and Lisa Hillier as our Chief People Officer. They join the JUST EAT executive team alongside Mike, Adrian, Carlos and me, and their knowledge and experience will be a great asset as the Group continues to grow.

The average number of full time equivalent employees grew to 1,289 (H1 2014: 1,075). Our people remain critical to our success and we are focused on maintaining a high performance, entrepreneurial culture at JUST EAT. I would like to extend my thanks to the entire team who have worked tirelessly to yet again deliver fantastic organic growth, secured several important acquisitions and continued to innovate. 

CFO's Review 

Group result

The Group's revenues grew 54% (H1 2014: 58%) compared to the same period last year, reaching £107.8 million (H1 2014: £69.8 million). On a forex neutral basis, revenue growth would have been 58% (H1 2014: 61%).

The UK operation continues to grow strongly, with revenues up by 48% to £76.9 million (H1 2014: up 69% to £51.9 million). The UK now represents 71% (H1 2014: 74%) of the Group's total revenue.

The more mature Danish business grew revenues by 3% (15% on a forex neutral basis) to £6.7 million(H1 2014: up 12% to £6.5 million). This revenue growth was helped by a commission increase to 12% from 10% on 1 May 2015. The EBITDA benefit of this commission increase is expected to be seen in 2016 as the additional EBITDA generated will be reinvested in the current year.

Following the acquisition of the Menulog Group, the Other segment now includes 12 geographies. However, as the Menulog acquisition only completed in mid-June, the contribution to first half revenue and EBITDA is limited. The countries included in the Other segment are at various stages of development, including some countries that achieved triple digit year-on-year growth. Taken as one segment, revenues grew 113% to £24.1 million (H1 2014: up 51% to £11.3 million). On a forex neutral basis, the Other segment grew 131%.

The key drivers of our revenue growth included:

· a 52% growth in consumer orders compared with the same period last year;

· ARPO growth of 4% to £2.36;

· Active User base growing to 11.0 million; and

· Orders received via mobile devices increased to over 60% of Group orders and is now 69% of orders in the UK.

Order-driven revenues now account for 92% (H1 2014: 89%) of total revenue, the largest element of which is commission on successful orders. Commission is paid by a restaurant after receiving an order from JUST EAT. Across the Group, orders grew by 52% to 41.9 million (H1 2014: up 50% to 27.5 million) and ARPO(a combination of commission on orders and card/administration fees) grew by 4% to £2.36 (H1 2014: up 8% to £2.26). The 2014 growth rate benefited significantly from the increase in the UK's commission rate to 12% from 11% on 1 January 2014. Adjusting for this, 2014 ARPO increased broadly in line with food and service inflation, which was a contributor to the H1 2015 increase.

UK

Strong growth in the UK business continued in the period. Orders grew by 49% to 30.7 million (H1 2014: up 58% to 20.6 million) increasing revenues by 48% to £76.9 million (H1 2014: up 69% to £51.9 million).

Order growth was underpinned by driving more app downloads, increasing traffic to the website, and improving both conversion and consumer reorder rates. We did this by:

· an overall increase in the number of Active Users coupled with a higher percentage of orders placed via app (phone or tablet). App users typically order more frequently;

· investment in UK marketing of £12.4 million (H1 2014: £9.6 million) in the period. The focus of the spend was on digital, trade and brand marketing. Marketing spend as a percentage of revenue fell to 16% from 18% in the same period last year, as the UK business continues to scale;

· removing restaurants that were giving consumers a consistently bad online experience; and

· the website's conversion rate, from landing to ordering, increased. Improvements in the funnel flow and better coverage of restaurants helped drive conversion up.

Underlying EBITDA margin in the UK grew to 44% (H1 2014: 39%), despite investing more in marketing and technology. Our continued belief in the scale of the opportunity in the UK means that we will continue to invest heavily to drive long-term growth. As in 2014, UK marketing and technology investment will increase in the second half.

Denmark

The Danish business accelerated its year-on-year order growth, despite the delivery market already being over 50% online. Orders increased by 9% to 2.4 million (H1 2014: up 5% to 2.2 million).

The reported revenue figure was negatively impacted by currency weakness, and the increase of 3% to£6.7 million (H1 2014: up 12% to £6.5 million) doesn't reflect revenue growth of 15% (H1 2014: up 16%) on a forex neutral basis.

Danish Underlying EBITDA margins were stable at 40%. However, as some central costs are rechargedin Pounds Sterling, margins were moderately higher on a forex neutral basis. Prior year H1 2014 margins were better than planned as a result of low senior staff costs, which were a short-term exceptional benefit.

On 1 May, the Danish business increased its commission rates to 12% from 10%. Given the timing of the increase, the full financial benefit to revenue will be reflected only in the second half of the year. It is our intention to reinvest this additional revenue into the business, predominantly into marketing. From 2016, we expect the additional revenue to translate into a higher Underlying EBTIDA margin.

Other

The Other segment comprises the trading entities we control outside the core UK and Danish businesses. It no longer includes the Brazilian operation, as it became an associated undertaking in November 2014, but does now include France for the full period, Mexico from February 2015, and Australia and New Zealand from 15 June 2015.

Revenue was up 113% to £24.1 million in the first half (H1 2014: up 51% to £11.3 million), or up 131% on a forex neutral basis (H1 2014: 60%), a significant year-on-year acceleration.

This segment represents a blend of growth rates across the geographies, and headline growth rates are helped by the addition of the new geographies. On a like-for-like basis, orders grew by 55%. This like-for-like growth rate is extremely satisfying and demonstrates the appetite that exists in these markets for online ordering and our success in deploying additional investment to achieve more orders. This strong growth is due to countries with a higher level of revenue maintaining or increasing their year-on-year growth rate, while smaller geographies are still growing at triple digit rates and becoming more significant revenue contributors within the segment. These are both offset slightly by more mature geographies, such as Belgium. The only outlier within this category remains our second-place position in the Netherlands, which again contracted in the period, but is now breakeven at an operational level.

Underlying EBITDA losses increased to £6.1 million (H1 2014: £4.9 million loss), following a management decision to increase investment in the countries where it was believed the potential for growth was not being fully exploited. Securing market leadership, and then increasing our scale relative to competitors is crucial, and having successfully increased investment to drive additional growth in the first half we expect such investment to continue through the remainder of 2015 and into 2016.

At the full year, we will share the detailed trading results of the Menulog Group. However, as only 15 days of trading is included in these results, it is not shown separately for this half year but is included within our Other segment. For information, year-on-year order growth for H1 2015 (including the period pre-acquisition) was 91%, in line with management expectations.

Share of profits/losses from associates and joint ventures

Following several changes to the Group's ownership in its entities in the past 12 months, this share of profits in H1 2015 now only includes our share of the loss generated by the Brazilian iFood operation following the merger in November 2014. The H1 2014 comparative period included our share of the results from the French and Indian businesses. As the Group now controls the French business, its results are included within the Other segment, whereas the divested Indian business is removed. For these reasons, the movement in Underlying EBITDA in the period to £1.1 million loss from £0.1 million profit is not directly comparable.

The losses incurred in the Brazilian operation are in line with management expectations and have delivered triple digit order growth on a like-for-like basis. We will continue to make significant investment with our partners in Brazil.

Head Office Costs

Head Office costs increased to £3.9 million from £2.3 million, reflecting the full period impact of being a public company and following the increase in headcount as set out a year ago. We have made a number of important senior hires, completed significant M&A, further expanded the technology teams and invested in training and development to prepare the business for the next phase of growth. These costs are predominantly expensed as incurred and most technology and a portion of Head Office costs are recharged to the Group's operational businesses such that segmental EBITDA includes all appropriate costs. Specific, identifiable development costs totalling £0.5 million were capitalised in H1 2015.

Overall Group results

In the first six months, consolidated Group Underlying EBITDA increased by 62% to £25.8 million (H1 2014:£15.9 million), giving a Group Underlying EBITDA margin of 24% (H1 2014: 23%).

Operating profit also increased to £13.6 million from £8.5 million in the same period last year.

Underlying EBITDA and Operating Profit differ due to the following material items:

· long term employee incentive costs of £1.7 million (H1 2014: £2.5 million) which primarily relate to share awards granted to employees, which are recognised over the vesting period of the awards. The difference in the charge reflects the full year impact of awards made during the year of the IPO, including the free share award granted to all qualifying employees. This is expected to rise to approximately £4 million by the full year;

· exceptional items of £5.5 million (H1 2014: £2.4 million) relate to acquisition costs. These costs were incurred solely in relation to M&A activity conducted over the first six months of the year. H1 2014 costs included £2.3 million of costs relating to the IPO and £0.1 million of acquisition costs; and

· depreciation and amortisation of £4.3 million (H1 2014: £2.3 million) which has increased as a result of the intangible assets recognised as part of the M&A activity completed in H2 2014 and H1 2015. Depreciation and amortisation is expected to rise to approximately £16 million by the end of the year due to the full year impact.

Profit before tax

Profit before tax ("PBT") for the period was £14.0 million (H1 2014: £8.6 million).

Taxation

The income tax expense was recognised based on management's best estimate of the annual income tax rate expected for each jurisdiction for the full financial year, applied to the profit before tax for the interim period, on a jurisdiction by jurisdiction basis. On this basis, the Group's tax charge was £4.6 million (H1 2014: £2.6 million). The Adjusted Effective Tax Rate, after adjusting for the impact of long-term employee incentive costs, exceptional items, foreign exchange gains and losses, "other gains and losses", amortisation of acquired intangibles and their associated tax impact, was 25%. The Effective Tax Rate, based on PBT, was 33% (H1 2014: 30%).

Profit after tax

Profit after tax was £9.4 million, compared with £6.0 million in the same period in 2014.

Earnings per share

Basic earnings per share for the period were 1.7p (H1 2014: 1.2p) and adjusted basic earnings per share for the period were 3.1p (H1 2014: 2.2p). The movement in the period on these two measures is due to the higher profit generated.

Cash Flow and Balance Sheet

The Group continued its high level of cash conversion, benefiting from collecting the gross order value ahead of making twice-monthly net payments to the restaurants. As a result, cash generated from operations was £26.5 million in the six months ended 30 June 2015 (H1 2014: £15.4 million). When compared to Underlying EBITDA, this represents a conversion of 103% of earnings to cash (H1 2014: 97%). The Group also continues to benefit from a low level of ongoing operational capital expenditure requirement.

The Group had no material debt at 30 June 2015 (30 June 2014: £nil). Acquired debt of £0.2 million was repaid in July. In the period JUST EAT signed a £90 million Revolving Credit Facility providing funding flexibility; this remains undrawn.

During the half year, the Group raised £436 million (net of costs) through a placing and open offer. The proceeds were principally used to fund the acquisition of the Menulog Group.

The major movements of note in the balance sheet since the year end include:

· a number of balances were impacted by the Placing and Open Offer and Menulog acquisition including increases to current and non-current assets from the acquisitions, and the associated movements in equity due to the capital injection; and

· trade and other payables have increased due to growth in our operations which also results in a higher balance owed to the restaurants at the period end. This is usually settled within 8 days of the month end.

Dividend and Dividend Policy

No dividends were declared during the first half (H1 2014: £18.25 million), as the Company intends to retain any earnings to expand the growth and development of the business. The dividend paid in 2014 was part of a pre-IPO capital reorganisation. The Board does not anticipate paying dividends in the foreseeable future.

Related Party Transactions

Related party transactions are disclosed in note 11 to the Interim Financial Statements. The only material related party transactions relate to the loans issued to certain employees and Directors in relation to the Joint Share Option Plan ("JSOP") in February 2014.

Principal Risks and Uncertainties

The principal risks and uncertainties set out in the last annual report and prospectus remain valid at the date of this report. In summary, these include:

· the competitive position of the Group;

· changes in regulation and legislation;

· loss of the Group's culture;

· the risk of online security breaches and disruptions to operations due to hacking, viruses, fraud and malicious attack;

· challenges in continuing to expand the business;

· changes in consumer behaviour;

· changes in corporate regulation; and

· changes in tax legislation or the interpretation of such legislation.

The Group is required to value acquired intangible assets, share based payments, financial instruments and apply judgment to revenue recognition and deferred tax. A more detailed description of these estimations and uncertainties are included in the prospectus and 2014 annual report, which can be obtained from the Company's registered office or from www.just-eat.com.

Going Concern

As stated in note 2 to the Interim Financial Statements, the Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of at least 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the Interim Financial Statements.

Cautionary Statement

This report has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed. The Interim Management Report should not be relied on by any other party or for any other purpose.

In making this report, the Company is not seeking to encourage any investor to either buy or sell shares in the Company. Any investor in any doubt about what action to take is recommended to seek financial advice from an independent financial advisor authorised by the Financial Services and Markets Act 2000.

Directors' Responsibility Statement

The Directors confirm that, to the best of their knowledge:

· the Interim Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting;

· the Interim Management Report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

· the Interim Management Report includes a fair review of the information required by DTR 4.2.8R (disclosure of relates parties' transactions and changes therein).

Condensed Consolidated Income Statement

For the six months ended 30 June 2015

Underlying EBITDA is the main measure of profit used by management to assess the performance of the Group's businesses. It is based on EBITDA (defined as earnings before finance income and costs, taxation, depreciation and amortisation) and additionally excludes the Group's share of depreciation and amortisation of associates and joint ventures, long term employee incentive costs, exceptional items, foreign exchange gains and losses and "other gains and losses".

Condensed Consolidated Statement of Other Comprehensive Income

For the six months ended 30 June 2015

Condensed Consolidated Balance Sheet

As at 30 June 2015

Condensed Consolidated Statement of Changes in Equity

Six months ended 30 June 2015

Condensed Consolidated Statement of Changes in Equity

Six months ended 30 June 2015

Condensed Consolidated Cash Flow Statement

For the six months ended 30 June 2015

Notes to the Interim Financial Statements

1. General information

The Directors of JUST EAT plc (the "Company") present their interim report and the unaudited condensed consolidated financial statements for the six months ended 30 June 2015 ("Interim Financial Statements").

The Company is a public limited company, incorporated and domiciled in the UK. Its registered address is Masters House, 107 Hammersmith Road, London, W14 0QH.

The Interim Financial Statements have been reviewed, but not audited, by Deloitte LLP and were approved by the Board of Directors on 3 August 2015.

The information for the year ended 31 December 2014 does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The Interim Financial Statements should be read in conjunction with the Annual Report and Financial Statements, for the year ended 31 December 2014, which were prepared in accordance with European Union endorsed International Financial Reporting Standards ("IFRS") and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The Annual Report and Financial Statements for the year ended 31 December 2014 were approved by the Board of Directors on 16 March 2015 and delivered to the Registrar of Companies. The auditor's report on those financial statements was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498(2) or (3) of the Companies Act 2006.

2. Basis of preparation

The Interim Financial Statements have been prepared in accordance with IAS 34, 'Interim Financial Reporting' as endorsed by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

The Interim Financial Statements are presented in Pounds Sterling, rounded to the nearest £0.1 million, unless otherwise stated. They were prepared under the historical cost convention, except for assets and liabilities acquired as part of a business combinations, deferred contingent consideration and provisions for social security costs on the exercise of options by employees which were measured at fair value.

Going concern

The Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of at least 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the Interim Financial Statements.

Accounting policies

The accounting policies adopted in the preparation of the Interim Financial Statements are consistent with those applied in the preparation of the Group's consolidated financial statements for the year ended 31 December 2014.

3. Segmental analysis

The Group has three reportable segments: United Kingdom, Denmark (core business) and Other. The non-core element of Denmark has been included within the Other segment in the following tables.

Each segment includes businesses with similar operating and marketing characteristics. Underlying EBITDA is the main measure of profit used by the Chief Operating Decision Maker ("CODM") to assess and manage performance. The CODM is David Buttress, the Group's Chief Executive Officer. Underlying EBITDA is based on EBITDA (defined as earnings before finance income and costs, taxation, depreciation and amortisation) and additionally excludes the Group's share of depreciation and amortisation of associates and joint ventures, long term employee incentive costs, exceptional items, foreign exchange gains and losses and "other gains and losses". At a segmental level, Underlying EBITDA also excludes intra-group franchise fee arrangements and incorporates an allocation of Group technology central costs (both of which net out on a consolidated level).

The total revenue in Denmark for the six months ended 30 June 2015 (including the non-core Just Delivery business, which is included within the Other segment) was £7.7 million (30 June 2014: £7.4 million, 31 December 2014: £14.6 million).

The non-current asset additions represent additions of goodwill, other intangible assets and property, plant and equipment.

4. Long term employee incentive costs

During the six months ended 30 June 2015, the Group recognised a charge in respect of long term employee incentive costs of £1.7 million (half year ended 30 June 2014: £2.5 million; year ended 31 December 2014: £4.9 million). This charge was in respect of the Group's share based long term incentive plans and related employer's national insurance (or local equivalent). During the six months ended 30 June 2015, the following awards over shares in the Company were granted under the Group's long term employee incentive plans:

5. Exceptional items

Acquisition expenses relate to legal, third party due diligence and other third party costs incurred as a result of the Group's acquisitions and aborted acquisitions.

The IPO costs incurred during the six months ended 30 June 2014 related to the Company's listing on the London Stock Exchange in April 2014.

6. Other gains and losses

In January 2015 the Group recognised a gain of £2.9 million on the sale of its shares in Achindra Online Marketing Private Limited, the Group's Indian associated undertaking, to foodpanda.

A £3.9 million loss was recognised on a foreign exchange option taken out to hedge the Sterling amount of the Menulog Group Limited ("Menulog") acquisition consideration, which was payable in Australian dollars.

The Group is committed to the future acquisition of the minority shareholdings of three of its subsidiaries. The estimated liabilities for these commitments decreased by £1.1 million during the period, in part due to the impact of foreign exchange movements.

7. Taxation