Just Eat Regulatory News (JE.)

5 February 2016

JUST EAT plc

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

Acquisition of takeaway food businesses from Rocket Internet in Spain and Italy, and from foodpanda in Brazil and Mexico

JUST EAT plc (LSE: JE.), the world's leading digital marketplace for takeaway food delivery, today announces that it has agreed the acquisition of four businesses from Rocket Internet and foodpanda for €125.0 million in aggregate (£94.7 million) (the "Acquisition"), to be funded from existing cash resources.

The businesses acquired are online takeaway food businesses trading in Spain (La Nevera Roja), Italy (PizzaBo/hellofood Italy), Brazil (hellofood Brazil) and Mexico (hellofood Mexico).

The acquired businesses are highly complementary to JUST EAT's existing businesses in these important territories and the Acquisition is in line with JUST EAT's strategic ambition to be a market-leader in the geographies in which it operates, bringing scale, focus and new talent to our local operations. The takeaway delivery market in these four territories is worth over £8 billion.

Volume and scale generate significant benefits to the markets concerned, offering an enlarged customer base for takeaway restaurants and greater choice for consumers. There are also compelling economic benefits of scale that lead, in time, to material synergies and meaningfully higher sustainable margins. The success of the 2014 consolidation in Brazil demonstrates the highly effective nature of in-market M&A in this industry. JUST EAT's joint venture with Movile, iFood, is the Brazilian market leader and processed 1.1 million orders in December 2015, up 150% year-on-year.

In aggregate, the acquired businesses grew orders by 83% in 2015, and JUST EAT expects the Acquisition, net of one-off exceptional transaction and integration costs, to be accretive to adjusted EPS for the 2016 financial year and to add £5 million to 2017 EBITDA. Further material synergies and margin improvements are expected as the combined businesses achieve more rapid and profitable growth, with improvements to EBITDA of £10 million per annum expected in 2018.

The acquisition of the businesses in Italy, Brazil and Mexico will complete today. The acquisition of the Spanish business is subject to regulatory approval from the local competition authority, the Comisión Nacional de los Mercados y la Competencia, and it is anticipated that it should complete by the end of Q2 2016.

On completion, operational control of hellofood Brazil will pass to iFood, and the business is expected to be sold on to the joint venture in due course.

The value of the gross assets of the businesses acquired as at 31 December 2014 was €6.4 million (£5.0 million) and the aggregate losses before tax for the year ending the same date were €16.3 million (£13.1 million).

David Buttress, CEO, commented:

"This transaction reflects our ambition to make strategic, value-enhancing acquisitions that consolidate our leadership of the global digital marketplace for takeaway food delivery. JUST EAT has enhanced its market-leading positions in geographies that we understand and where our existing businesses are performing strongly.

We are delighted to welcome our new team members to the JUST EAT family, and we look forward to working with them to improve the takeaway experience for both restaurant partners and consumers in Spain, Italy, Brazil and Mexico."

Oliver Samwer, CEO and Founder, Rocket Internet, commented:

"This sale to JUST EAT represents a positive step forward for the global online takeaway industry enabling all parties to focus their resources on building bigger and better long term businesses in their key geographies"

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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 over 61,000 takeaway restaurants. JUST EAT is a member of the FTSE 250 Index.