Just Eat Regulatory News (JE.)

1 March 2016

JUST EAT plc

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

Full Year Results

Excellent performance, momentum continues into 2016

JUST EAT plc (LSE: JE.), the world's leading digital marketplace for takeaway food delivery, today reports its results for the year ended 31 December 2015, with revenues up 58% to £247.6 million and Underlying EBITDA up 83% to £59.7 million.

Financial Highlights

· Orders up 57% to 96.2 million (2014: 61.2 million)

· Revenues up 58% to £247.6 million (2014: £157.0 million)

· Underlying EBITDA up 83% to £59.7 million (2014: £32.6 million)

· Group Underlying EBITDA margin up 330 basis points to 24.1% (2014: 20.8%)

· Adjusted basic earnings per share up 57% to 6.6p (2014: 4.2p)

· Basic earnings per share down 61% to 3.8p (2014: 9.8p)

· Net operating cash flow up 95% to £74.2 million (2014: £38.1 million)

· The strategy of continuing investment for long-term growth is delivering results

Operational and Strategic Highlights

· The Group processed orders worth £1.7 billion for our restaurant partners

· Active Users up 65% to 13.4 million (2014: 8.1 million)

· Group orders placed via mobile devices increased to 66% of orders (2014: 53%)

· Achieved market leadership in Italy and acquired market leaders in Australia & New Zealand and Mexico

· Continued progress on our three strategic initiatives of improving consumer experience, bringing greater choice and driving channel shift

· Significant strategic progress in year, including ten targeted transactions completed in 2015; a further four completed post year-end

David Buttress, Chief Executive Officer, commented:

"Our ability to increase and manage choice for consumers, while supporting restaurants with technology and marketing that creates value, resulted in continued strong global growth in our business in 2015. Revenues were up 58% to £247.6 million, with Underlying EBITDA up 83% to £59.7 million. We are now market-leader in 12 out of 13 territories. Our business is becoming increasingly global, with our international business now larger and growing even quicker than our UK business was at the time of IPO.

These results prove the strength of our model, validate our value-enhancing approach to M&A and provide an excellent platform for continued expansion in 2016.

The global online takeaway market continues to grow as consumers become ever more demanding; wanting more choice and greater convenience. JUST EAT has been at the leading edge of developing and growing the online marketplace for takeaway food delivery as it responds to these changing trends.

Current Trading and Outlook

Strong trading momentum has continued into 2016. Investment for growth in areas such as technology, marketing and people will continue and, as a result, the Board expects 2016 revenues of £350 million and Underlying EBITDA of between £98-100 million at current exchange rates."

- Ends -

The Company will hold a presentation for analysts today at 9.30 am at Goldman Sachs, Peterborough Court, 133 Fleet Street, London, EC4A 2BB.

The presentation will be webcast live and will be accessible via the JUST EAT website at www.just-eat.com.

An on-demand replay will also be available on the JUST EAT website following the presentation.

Forward looking statements:

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". By their nature, forward-looking 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 events or circumstances after the date of this announcement.

About JUST EAT:

JUST EAT plc operates the world's leading digital marketplace for takeaway food delivery. Headquartered in London, we use proprietary technology to offer a quick and efficient digital ordering service for over 13.4 million users and 61,500 takeaway restaurants. JUST EAT is a member of the FTSE 250 Index.

Chairman's Statement

This was an excellent year for JUST EAT with revenues up 58% to £247.6 million and Underlying EBITDA up 83% to £59.7 million. These results again demonstrate the strength of the business model, our ability to deliver incremental Underlying EBITDA while still investing for growth and the continued opportunities we see in the markets in which we operate.

In our first full year since IPO, this model, and the strategy it serves, has not changed. We continue to create value for shareholders by meeting the needs of restaurants and requirements of consumers, in a marketplace that continues to grow. We have enhanced our market-leading positions both organically and through ten targeted transactions over the year.

Our financial performance was driven by a 65% increase in Active Users and a 57% increase in order volumes, led by a continued shift toward mobile transactions, which accounted for 66% of Group orders. Our mobile-led strategy is also benefitting our restaurant partners with the launch during the year of our partner centre App, a dedicated business management tool delivered to their mobile device.

Strong governance

As JUST EAT matures as a listed company, more of the values and principles that guide us are codified and publicly laid out. This process is central to the Company's determination to do the right thing by ensuring we meet or exceed the expectations of our employees, partners and stakeholders, in governance as well as in other areas. During 2015, we reviewed a number of policies and codes to ensure they provide a positive and productive working environment, rolled out an enhanced Employee Code of Conduct and publicly disclosed our carbon footprint for the first time. The Board will continue to develop the Company's broader environmental, social and governance (ESG) arrangements, explained more fully in our Annual Report.

With respect to Board composition, we saw Henri Moissinac step down on 31 July 2015, and I would like to thank Henri for his invaluable contribution and service to the Company. Diego Oliva was appointed an Independent Non-executive Director and a member of the Company's Audit, Nomination and Remuneration Committees on 24 September 2015. Mr Oliva's extensive international experience in technology, digital marketing and mobile sectors will be a great asset to JUST EAT.

As discussed in the Company's prospectus from the IPO, two financial sponsor shareholder appointed directors, Benjamin Holmes and Michael Risman, are planning to step down from the Board between announcement of the Company's annual results and its 2016 Annual General Meeting ("AGM"), and will not present themselves for reappointment at the AGM. On behalf of the Board, I would like to offer my warmest thanks to both Ben and Michael for their sound advice and major contributions to the Company over the period of their involvement. As a result of these proposed changes, the number of Board members will reduce, although a search is underway to add a further Independent Non-executive Director, to bring the Board to full compliance with the UK Corporate Governance Code in every regard.

An outstanding team

JUST EAT's Executive management team was further strengthened this year in line with our ambitions to bring in the additional capabilities we need to take full advantage of the opportunities ahead of us.

On behalf of the Board, I would like to thank all of the JUST EAT team for their hard work and contribution to our continued success under David's leadership.

Looking ahead

JUST EAT has much opportunity to continue growing: by finding and creating opportunities to maximise the benefits for our consumers, restaurant partners and employees, and in the process to create further shareholder value.

We have continued to improve our market share, most recently through the strategic acquisition of four businesses announced in February 2016. These acquisitions are consistent with our strategy to build and reinforce leadership positions in markets of scale. Nonetheless, the majority of the markets that we operate in remain underpenetrated, offering significant opportunity to continue shifting consumers to ordering online and especially via our Apps. The strength of our brands and technology, along with our ability to innovate, will drive our prospects in our core marketplace as well as opening adjacent markets, where we see additional opportunity for incremental revenues and profit.

Dr John Hughes, CBE Hon DSc

Chairman

29 February 2016

CEO's Statement

In 2015, we sent our restaurant partners 96.2 million orders worth £1.7 billion, up 57% and 61% respectively on the previous year. Delivering this order growth to our restaurant partners is a key measure of JUST EAT's success, reinforcing our position at the heart of the vibrant takeaway industry in the 13 markets in which we operate.

JUST EAT's revenues grew 58% to £247.6 million (2014: £157.0 million). Underlying EBITDA increased by 83% to £59.7 million (2014: £32.6 million), and we generated £74.2 million of net operating cash flow (up 95%). These are excellent results in a period in which we continued to make significant investment in our future growth. Results from our acquired businesses in the year, most notably the Australian Menulog Group which grew orders 81% year-on-year, have also been strong.

Strategic progress

Our success in 2015 was driven by our continued focus on our consumer offering and ensuring our restaurants see real benefit from the channel shift to mobile and online ordering. We do this by delivering a continuously improving consumer experience and by working with restaurants to provide more choice and variety, giving independent, local businesses the tools and information to ensure our industry continues to develop.

Improving the consumer experience

We have made significant strides over the last 12 months, particularly with our Apps and mobile sites, which now account for 66% of Group orders. We have achieved meaningful improvements in conversion by introducing 'social' login and repeat order functionality, improving the algorithms and presentation of our search result pages, including map views of search results, expanding payment choices including Apple Pay and PayPal, and simplifying the order flow significantly. We are excited about the year ahead, for example using our recently introduced Customer Relationship Marketing ("CRM") platform to deliver targeted, personalised in-App experiences, for both consumer and restaurant communications. With over 13.5 million customer reviews (31 December 2014: over 7.7 million) and our core platforms now processing around 2,500 orders per minute at peak, we have a wealth of data on our industry, particularly consumer preferences and behaviour that we are now starting to use more fully.

Orderpad is our tablet-based order management platform that enables restaurants to run more efficiently and improves the visibility of deliveries for the consumer. At the end of the year we had this technology live in 711 restaurants and will start the commercial roll-out of Orderpad to our restaurants in Q2 of 2016. Our target is to have one third of UK orders processed on an Orderpad within 12 months.

Bringing greater choice

In 2015, we increased the number of contracted restaurant partners on our network by a net 15,800 to 61,500 (31 December 2014: 45,700). An exercise to analyse restaurant and consumer activity identified a number of restaurants whose behaviour was detrimental to our consumers and as a result they are no longer on our platform. This, combined with external auditing of our UK price promise and the introduction of restaurant advisers to improve industry standards, helped increase new customer return rates and drive order frequency. We also believe this is helping to drive standards in the wider industry.

Choice in the takeaway delivery sector continues to expand, with over 100 cuisine types available across the JUST EAT platforms.

Driving channel shift

The takeaway industry continues to grow and is seeing a rapid shift to online and mobile ordering, led by JUST EAT.

In the majority of our countries this change is in its early stages, offering significant opportunity for future growth. The operational strategies that improve choice and consumer experience are key, as is our work to create a respected, destination brand in each of our markets. In the UK, our 2015 #minifistpump campaign successfully evolved into catchy musical/food adverts, whilst elsewhere we increased the local content of our marketing, including a hugely popular App-only TV advert in Italy which drove App downloads, further improving our already rapid Italian order growth.

As well as attracting new consumers, we have increased our focus on improving consumer retention and frequency. Shifting existing consumers to our Apps and ensuring new consumers start their journey on App is key to this and we are delighted that in 2015 our orders per Established User in the UK increased to 12.6 (2014 11.9).

Clear priorities

These three strategic initiatives are highly complementary, working both individually and collectively to drive the business. We have a clear, proven plan for each stage of development and there are no easy shortcuts to building great long-term businesses.

We continued to work to build our clear leadership positions, and in 2015 we supported strong organic growth with acquisitions in five existing markets, while entering Mexico and Australia & New Zealand by acquiring the local market leader.

Following the year end, we acquired businesses in Spain, Italy, Brazil and Mexico which bolster our existing, market-leading businesses there. The operational control of the Brazilian business has passed to IF-JE as the sale of the business to IF-JE is finalised.

Our people

Our people are critical to our success and we remain focused on maintaining a high-performance entrepreneurial culture at JUST EAT. During 2015, we strengthened our leadership team with the appointment of Barnaby Dawe and Lisa Hillier as Chief Marketing Officer and our first Chief People Officer respectively. Globally, the number of full time equivalent employees grew to 1,868 by the end of the year (December 2014: 1,508).

I would like to thank the entire JUST EAT team for their work in 2015; they have worked tirelessly to, yet again, deliver fantastic organic growth, have continued to innovate and expand consumer choice whilst securing and integrating a number of important acquisitions.

Outlook

JUST EAT is in a very strong position both operationally and financially, and we are again able to increase our forecasts compared with market consensus. For 2016, which will be a year of further investment for growth, we expect to achieve £350 million of Group revenues, at current exchange rates, generating £98-100 million of Underlying EBITDA.

We will continue to innovate, develop new products and bring greater value to more restaurant partners, whilst driving growth by further strengthening our brand; ultimately empowering more consumers to love their takeaway experience.

David Buttress

Chief Executive Officer

29 February 2016

CFO Update and Financial Review

The performance of the Group for the year ended 31 December 2015 demonstrates the ongoing strength of our UK business and the increasing importance of our international opportunities.

Group revenues grew 58% year on year to £247.6 million. The Group's Underlying EBITDA margin expanded significantly to 24.1% from 20.8% despite our increasing investment in marketing and technology. In the UK, orders grew 48% year-on-year whilst Underlying EBITDA margins expanded to 45.8% (2014: 40.2%). The success of the UK demonstrates the long-term value of the market leadership positions we are building in our fast growing international markets.

The Group's growth in 2015 was delivered alongside an 83% increase in Underlying EBITDA to £59.7 million with margins improving in all segments. The increase in the profits generated in the UK more than offset the ongoing investment in the Developing Markets and the central costs of our Head Office.

Underlying EBITDA converts strongly to net operating cash flow (including tax and interest payments) due to the beneficial working capital cycle inherent in the business model. In 2015, net operating cash flow represented 124% of Underlying EBITDA (2014: 117%). Adjusting for the impact of an increase in cash due to our restaurant partners, net operating cash flow represented 97% of Underlying EBITDA (2014: 82%).

In 2016 we now expect revenues to be £350 million with Underlying EBITDA of £98-100 million at current exchange rates. We remain in investment phase for 2016.

Group result

All key trading metrics on the Group income statement have improved year-on-year. As highlighted in 2014, the £38.2 million one-off, non-cash book gain, primarily arising from control change in our French and Brazilian businesses, distorted the year-on-year profit before tax and profit after tax comparisons.

The income statement includes some significant fluctuations that are not considered part of normal business operations. These are removed from operating profit to arrive at Underlying EBITDA. This is the measure of profitability we use to assess our operational and segmental performance. We believe this Underlying EBITDA measure more accurately reflects the key drivers of long-term profitability for the Group and removes those items (both positive and negative) which are mainly non-cash or one-off and do not impact underlying trading performance. Adjusted profit was £40.4 million (2014: £22.4 million).

A reconciliation between operating profit and Underlying EBITDA is shown below:

Segmental review

Historically the Group reported its results under three operating segments: the UK, Denmark and Other. The UK and Danish operations were shown separately as they were, and remain, our most established markets in terms of market penetration and profitability. The Other segment contained all other controlled businesses, regardless of the stage of growth and development. Some markets were profitable, while others were at an earlier stage requiring significant investment.

The Group will now report four operating segments: the UK, Australia & New Zealand, Established Markets and Developing Markets. Established Markets comprise Benelux, Canada, Denmark, France (from July 2014), Ireland, Norway and Switzerland. Developing Markets comprise Italy, Mexico, Spain and (until November 2014) Brazil. This presentational change is designed to better align the Group's businesses by their stage of development and give greater transparency to our shareholders and users of the accounts.

The results of each segment will continue to include its fully allocated share of central technology, product and Head Office costs.

The technology and product teams continue to be areas of significant additional investment, with head count at 31 December 2015 increasing to 301 (31 December 2014: 206). It is predominantly run as a single integrated team to improve efficiency and the internationalisation of products. The operating segments are allocated the full cost of this support and development (including all servers, maintenance, innovation and engineering) on a per order basis for those nine countries on our 'core' platform, representing 88% of orders (2014: 95%). During 2015, only a small proportion of specific technology costs were not allocated and these were either included as part of Head Office costs or capitalised.

Head Office costs include both the ongoing central costs of operating the Group as a whole and those functions required for efficiency of shared expertise, such as Search Engine Marketing ("SEM"), finance, legal, HR and the Business Insights data team. Those Head Office costs that can be reasonably attributed to individual segments are allocated on a consistent basis and therefore, the reported Head Office costs are the true central costs that remain after such allocations.

The results from associates and the joint venture are equity accounted and presented separately since the Group does not control these operations.

United Kingdom

The UK business had another excellent year with revenue growth of 49% and Underlying EBITDA growth of 69%. Order-driven revenues (predominantly commission) represented 93% of total UK revenues (2014: 92%).

Orders were up 48% to 67.3 million, driven by a number of factors, including:

· an increase in UK Active Users to 7.1 million at 31 December 2015 (31 December 2014: 5.5 million);

· orders via Apps accounted for 41% of total 2015 UK orders (2014: 33%);

· over 70% of all UK orders (2014: 60%) being made from mobile devices (includes App orders);

· an increase in the frequency of ordering by Established Users in the UK to 12.6 from 11.9 times per year;

· 26,700 takeaway restaurants on the platform at 31 December 2015, up from 24,600 at the end of 2014;

· proactive management of the consumer experience at a restaurant level;

· successful marketing campaigns including the catchy 'I need a Balti!' TV and radio advertisements; and

· improvements in the App/mobile and online product resulting in noticeable improvements in conversion of traffic to orders.

Underlying EBITDA margin in the UK business expanded significantly to 45.8% (2014: 40.2%), partially mitigated by continued growth in marketing investment, (up 37%), all of which was expensed to the income statement. Marketing spend as a percentage of revenues reduced to 17% from 18% last year. Staff costs reduced to 14% of revenues (2014: 17%), demonstrating the dramatic leverage potential of our business model when scale is achieved.

The net increase in restaurants is lower year-on-year in the UK as we have, for the first time, actively removed those restaurants that were giving consumers a consistently bad online experience, in line with our strategic initiative to improve the consumer experience. This is part of our strategy of focusing on increasing order frequency and enhancing customer satisfaction.

Australia & New Zealand

For the period of ownership from 15 June 2015, the Menulog Group generated £12.4 million of revenues and £1 million of Underlying EBITDA, which is after deducting £0.8 million of one-off integration related costs. Pro-forma revenues for the full year 2015 were £20.0 million, representing 81% order growth year-on-year. At the acquisition date exchange rate, pro-forma revenues would have been £21.2 million, representing growth of 89%.

Established Markets

This segment combines seven territories with a range of revenue growth rates but representing similar relative maturity and market positions:

Our Danish business was established in 2001 and we estimate that over 40% of Danish delivered takeaway food is now ordered online, the vast majority on JUST EAT. Despite this high level of penetration, revenues on a forex neutral basis still grew 15% year-on-year. In May 2015, a two percentage point increase in commission rates to 12% from 10% was implemented. This unusually large--- increase was necessary to bring Denmark in line with Group average rates, but proved a difficult transition for a number of our restaurant partners, negatively impacting Danish orders in the second half of 2015. Pleasingly, both revenues and margin improvements in Denmark are on track. Our experience in Denmark has reinforced our belief that regular, one percentage point increases in commission combined with continuously increasing the value proposition to our restaurant partners is fundamental to our long-term success.

In 2015, forex neutral revenues in Ireland, Switzerland and France (on a pro-forma basis) continued to grow above the Group average alongside substantial expansion of local Underlying EBITDA margins. Our strong market positions in these three territories enable us to have confidence that they will deliver the medium-term margins we see in the UK and Denmark.

The Benelux business is the Group's only number-two market position. It is receiving little investment and has the lowest growth rate of the Group, although has achieved break-even. Canada is the only loss making country within this segment, being at a slightly earlier stage of market development. Excluding Benelux and the more mature Denmark, revenues and Underlying EBITDA growth for the segment would have been 84% and 118% respectively.

Developing Markets

This segment consists of our high potential, but earlier stage markets of Italy, Mexico (following its acquisition in February 2015) and Spain. It included Brazil until November 2014 when that business became an associate.

On a like-for-like basis, orders grew 115% in 2015. Revenues were up 130% on a like-for-like forex neutral basis (up 83% to £9.5 million on a reported basis).

This segment has seen the most significant increase in investment relative to its current size, with Underlying EBITDA losses growing to £13.9 million (2014: £9.0 million loss). However, Underlying EBITDA margin (losses) improved year-on-year, and most importantly, we increased our lead over our competitors in Spain and became market leader in Italy during the year.

We will continue to invest in Spain, Italy and Mexico in 2016 and the acquisition of the number two players in each of these markets in February 2016 supports our strategy. This will reduce expected losses and bring forward the break-even dates for these countries. Ultimately, it will enable these businesses to join our portfolio of highly profitable significant market leaders of scale over the medium term.

Share of losses from associates and the joint venture

The 2015 losses under this heading are exclusively from our 30% stake in our Brazilian associate, IF-JE. The results of our French business moved from being classed as a joint venture into being a subsidiary in the Established Markets segment in July 2014.

IF-JE is the clear market leader in Brazil. This business processed over 1.1 million orders in the month of December 2015, up 150% year-on-year (December 2014: 0.5 million). Local revenue growth has exceeded order growth as ARPO has increased over time. Brazil has huge long-term market potential and the success of the local team in capturing this potential means we are helping to build a very valuable asset in Brazil, not reflected in our Group headline numbers.

Head Office costs

Head Office costs were £9.5 million (2014: £6.0 million), reflecting the full year impact of being a public company and the increase in headcount required to build a great FTSE 250 technology company. We have made a number of important senior hires, completed significant M&A, further expanded the technology and product teams and invested in training and development, in order to meet the challenges of running a high growth business in a rapidly evolving sector. These costs are predominantly expensed as incurred and most technology together with a portion of Head Office costs are recharged to the Group's operational businesses such that segmental Underlying EBITDA includes all appropriate costs. Total Group spend on technologies was £28.4 million (2014: £17.3 million) of which specific, identifiable development costs totalling £2.0 million were capitalised (2014: nil).

Items between Underlying EBITDA and operating profit

Depreciation

The depreciation charges mainly related to the JCT terminals that are in situ in the vast majority of the 61,500 restaurants on the JUST EAT network. These are depreciated over three years. We have had a busy year property wise, having moved to more established, leased offices in a number of countries. The costs of fit-out are included in capital expenditure and will typically be depreciated over the length of the lease.

Amortisation

The amortisation charge principally relates to the intangibles acquired as a result of the many acquisitions completed by the Group over the last five years. The main assets acquired are the restaurant contracts, the brand of the acquired business and any intellectual property, typically relating to the underlying technology platform. The total charge for 2015 included £8.9 million (2014: £2.1 million) relating to acquired intangible assets.

Long-term employee incentive costs

Long-term employee incentive costs of £2.9 million (2014: £4.9 million) primarily relate to share awards granted to employees, recognised over the vesting period of the awards. The decreased charge in 2015 reflects the significant additional awards that were granted around the time of the IPO in 2014.

Exceptional items

Exceptional items of £6.6 million (2014: £2.7 million) predominantly relate to the acquisition costs of the Australian Menulog Group in June 2015 and the SinDelantal Mexico business in February 2015.

Net foreign exchange gain

A net foreign exchange gain of £0.1 million (2014: £0.2 million gain) arose due to retranslating monetary assets and liabilities in foreign currencies.

Items below operating profit

Other gains and losses

The business has recorded a mix of non-operational gains and losses on several items during the year.

In January 2015, the Group recognised a gain of £3.0 million on the sale of its shares in Achindra Online Marketing Private Limited, the Group's Indian associated undertaking, to foodpanda.

The Group is committed to the future acquisition of the minority shareholdings of two of its subsidiaries, FBA Invest SaS (France) and Orogo Limited (UK). The provision in relation to the French business increased by £3.6 million during the year mainly due to an increase in our expectations of its growth. The Group will now acquire the minority interest in Orogo earlier than previously agreed and for a reduced consideration, which has resulted in a £3.4 million decrease in this provision.

A £3.9 million net loss was recognised on foreign exchange hedges primarily taken out to hedge the sterling amount of the Menulog acquisition consideration, which was payable in Australian dollars.

The fair value gain on convertible debt relates to an option to purchase shares in Mexico which converted to equity upon acquisition.

The 2014 gain on deemed disposal arose from accounting for the Group's increased stake in the French business from 50% to 80%. This resulted in a change in control and so the business was no longer treated as a joint venture, but as a subsidiary. The transaction resulted in a one-off, non-cash book gain of £32.0 million, of which £17.8 million was the gain on the deemed disposal of the joint venture and £14.2 million resulted from the fair value gains on the Group's option to acquire the remaining shares. The control of the Brazilian business also changed in 2014. The business changed from being classified as a subsidiary to an associate, resulting in a further one-off, non-cash book gain of £5.8 million.

Net finance income

The finance income results from interest on deposits held. In 2015 this was offset by the fees associated with the Group's new £90 million revolving credit facility.

Profit before tax

Profit before tax for the year was £34.6 million (2014: £57.4 million), the decrease being as a result of the significant non-cash, one-off book gain of £38.2 million recognised in 2014. Excluding this item, profit before tax would have increased by 80%.

Taxation

The income tax expense represents the sum of current tax and deferred tax. Current tax is based on taxable profits for the year and is calculated using tax rates prevailing in each respective jurisdiction. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of the taxable profit. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised.

The Group's total income tax charge has increased to £11.6 million (2014: £5.6 million) with an increase in the Effective Tax Rate ("ETR") to 33.5% from 9.8% last year. The underlying ETR, after adjusting for the impact of long-term employee incentive costs, exceptional items, 'other gains and losses', foreign exchange gains and losses, amortisation in respect of acquired intangible assets and their associated tax impact, is 24.8% (2014: 22.6%). The lower underlying ETR in 2014 resulted from recognition of deferred tax assets in the UK and Switzerland.

The Group pays significant current tax on profits generated in the UK, Denmark, France and Ireland but, as losses generated in other jurisdictions cannot be offset against these profits and remain unrecognised, the Group's ETR is higher than the prevailing UK corporate tax rate of 20.25% as we are an international business.

Earnings per share

Adjusted earnings per share were 6.6p (2014: 4.2p), up 57%. Adjusted EPS is calculated using the adjusted profit attributable to the holders of Ordinary shares as set out in the table below. This has increased year-on-year due to higher adjusted profits, partially offset by a 16% increase in the weighted average number of Ordinary shares, primarily following the June 2015 placing and open offer.

Stripping out the impact of the Australian acquisition, adjusted EPS was 6.9p, in line with guidance provided around the time of the acquisition.

Basic earnings per share were 3.8p (2014: 9.8p), representing a 61% year-on-year decrease predominantly due to the impact in the prior year of the one-off, non-cash book gain of £38.2 million.

Balance sheet

The relatively straightforward business model and low operational capital expenditure requirements of JUST EAT results in a simple balance sheet at an operating level. The consolidated balance sheet is more complex due to the impact of business combinations.

In 2015, non-current assets increased by £474.7 million to £561.5 million. This was due to M&A activity completed in the year, which resulted in the recognition of goodwill, other intangible assets and increased interests in the associate.

Cash balances of £192.7 million (2014: £164.4 million) include £43.8 million (2014: £27.7 million) of cash payable to our restaurant partners shortly after the period end. The increase in these balances reflects the increase in order growth and the consequential increase in cash due to restaurants. The Group does not treat this cash as part of its day-to-day operational cash balances as on-time payment to restaurants is critical.

During the year there was a £435.6 million cash inflow (net of costs) from the placing and open offer which was used to fund the acquisition of the Menulog Group in Australia & New Zealand. Cash generated from trading was also used to fund a number of smaller acquisitions during the year.

Current liabilities increased due to growth in our operations, which increases trade payables and also results in higher balances owed to restaurants at the year end.

Non-current liabilities increased by £16.7 million, to £30.9 million, primarily due to deferred tax liabilities recognised on the acquired Menulog intangible assets.

Cash flow

The Group continued its' high level of cash conversion, benefiting from collecting the gross value of orders made by card ahead of making net payments to restaurants. In 2015, net cash generated from operations (including payments for tax and interest) was £74.2 million (2014: £38.1 million).

When compared with Underlying EBITDA, this represented a conversion of 124% (2014: 117%).

As the Group does not treat restaurant cash as part of its operational balance, the key internal measure of cash flow excludes these funds. Excluding cash due to our restaurant partners, conversion to Underlying EBITDA was 97% (2014: 82%).

Cash flow statement

*Includes £43.8 million (2014: £27.7 million) of restaurant cash.

The Group spent £465.5 million in investing activities during the year. Of this, £451.8 million (2014: £13.2 million) was spent acquiring subsidiaries and IF-JE.

At the balance sheet date, the Group had cash balances totalling £192.7 million (2014: £164.4 million) and no borrowings (2014: £0.3 million). The Group retains a £90 million revolving credit facility, which was undrawn at the balance sheet date and at 29 February 2016. Post year end, £43.8 million was paid out to our restaurant partners and we agreed to pay £94.7 million for the acquisition of businesses in Italy, Brazil, Mexico and Spain, as further discussed in the post balance sheet events note.

The Board has not recommended a dividend since the IPO as, in order to deliver longer-term value, the Group intends to retain any earnings to invest in development and expansion as opportunities arise.

Post balance sheet events

On 5 February 2016, the Group announced the acquisition of four businesses from Rocket Internet and foodpanda for €125 million in aggregate (£94.7 million), funded from existing cash resources. The businesses acquired at that date were online takeaway food businesses trading in Italy (PizzaBo/hellofood Italy), Brazil (hellofood Brazil) and Mexico (hellofood Mexico), with the acquisition of the Spanish business (La Nevera Roja) subject to regulatory approval from the local competition authority. It is anticipated the Spanish acquisition will complete by the end of 30 June 2016.

Mike Wroe

Chief Financial Officer

29 February 2016

Directors' responsibility statement

The responsibility statement below has been prepared in connection with the company's full annual report for the year ending 31 December 2015. Certain parts thereof are not included within this announcement.

We confirm to the best of our knowledge:

1. The Group and Company financial statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group and Company; and

2. The business review, which is incorporated into the Directors' report, includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties they face.

The Directors of JUST EAT plc are listed in the Group's Annual Report & Accounts for the year ended 31 December 2015. A list of current directors is maintained on the Company website, www.just-eat.com.

By order of the Board,

Consolidated Income Statement

Year ended 31 December 2015

Underlying EBITDA is the main measure of profitability used by management to assess the performance of the Group's businesses. It is defined as earnings before finance income and costs, taxation, depreciation and amortisation ("EBITDA") 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'.

Consolidated Statement of Other Comprehensive Income

Year ended 31 December 2015

Consolidated balance sheet

31 December 2015

Consolidated balance sheet (continued)

31 December 2015

Consolidated statement of changes in equity

Year ended 31 December 2015

Consolidated cash flow statement

Year ended 31 December 2015

1. Background

The financial information, comprising of the consolidated income statement, consolidated statement of other comprehensive income, consolidated balance sheet, consolidated statement of changes in equity, consolidated cash flow statement and related notes, has been taken from the consolidated financial statements of JUST EAT plc ("Company") for the year ended 31 December 2015, which were approved by the Board of Directors on 29 February 2016. The financial information does not constitute statutory accounts within the meaning of sections 435(1) and (2) of the Companies Act 2006 or contain sufficient information to comply with the disclosure requirements of International Financial Reporting Standards ("IFRS").

An unqualified report on the consolidated financial statements for the year ended 31 December 2015 has been given by the auditors Deloitte LLP. It did not include reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain any statement under sections 498(2) or (3) of the Companies Act 2006.

The consolidated financial statements will be filed with the Registrar of Companies, subject to their approval by the Company's shareholders at the Company's Annual General Meeting on 27 April 2016.

2. Basis of preparation

The Company's consolidated financial statements have been prepared on the going concern basis in accordance with IFRS adopted for use in the European Union and those parts of the Companies Act 2006 that are applicable to companies reporting under IFRS.

The consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which have been measured at fair value. The financial information has been prepared on the basis of the accounting policies as set out in the consolidated financial statements for the ended 31 December 2014.

The going concern basis has been adopted in preparing the consolidated financial statements as the Directors are satisfied that the Company and its subsidiaries (together the "Group") will continue to be able to meet their liabilities as they fall due for the foreseeable future, being a period of at least 12 months from the date of presenting this financial information.

No new standards or amendments to standards had any impact on the Group's financial position or performance nor the disclosures in the consolidated financial information presented.

The Underlying EBITDA and adjusted earnings per share measures provide additional useful information for shareholders and users of the financial information on the underlying performance of the business. These measures are used by management of the Group to measure underlying business performance. Underlying EBITDA is defined in note 3 and adjusted EPS is defined in note 8.

3. Operating segments

Following the acquisition of Menulog Group Limited and its subsidiaries (together the "Menulog Group") in June 2015 and to better align the Group's businesses to their stage of development, the Group changed its operating segments for management reporting purposes. The Group now reports four segments: United Kingdom, Australia and New Zealand, Established Markets and Developing Markets. Established Markets includes Benelux, Canada, Denmark, France (consolidated from July 2014), Ireland, Norway and Switzerland. Developing Markets includes Italy, Mexico (acquired February 2015) and Spain. Until the November 2014 merger with IF-JE Participações Ltda ("IF-JE"), Developing Markets also included Brazil. The comparative segmental disclosures below have been restated for the change in operating segments.

Each segment includes businesses with similar operating characteristics and at a similar stage of development. 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 defined as earnings before finance income and costs, taxation, depreciation and amortisation ("EBITDA") 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 (all of which net out on a consolidated level).

Prior to the change in operating segments, the businesses now comprising the Established Markets and Developing Markets operating segments were reported as Denmark (core business) and Other. For the year ended 31 December 2015, the segmental revenues for Denmark (core business) were £13.2 million (2014: £12.8 million) and its Underlying EBITDA was £5.4 million (2014: £5.1 million). For the year ended 31 December 2015, the Other segment's revenues were £52.1 million (2014: £29.8 million) and its Underlying EBITDA was a loss of £12.9 million (2014: loss £11.8 million).

The Group's revenues were generated as follows:

Order driven revenues by segment were as follows: UK £158.3 million (2014: £104.6 million); Australia & New Zealand £11.7 million (2014: £nil); Established Markets £46.5 million (2014: £30.7 million); and Developing Markets £9.3 million (2014: £5.1 million).