Just Eat Regulatory News (JE.)

NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER SECURITIES IN JUST EAT PLC ("JUST EAT" OR THE "COMPANY" AND TOGETHER WITH ITS SUBSIDIARIES, THE "GROUP") NOR SHALL IT FORM THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.

JUST EAT plc

30 April 2014

NOTIFICATION OF TRANSFER TO A PREMIUM LISTING and NOTICE OF RESULTS

JUST EAT today announces that it is proposing to transfer admission of its ordinary shares (the "Shares") from the High Growth Segment of the Main Market to the premium listing segment of the Official List of the UK Financial Conduct Authority ("Premium Listing") in accordance with rule 34.1 of the High Growth Segment Rulebook and Listing Rule 3 and Listing Rule 6 (the "Transfer"). It is anticipated that the Transfer will take effect at 8.00 a.m. on 6 May 2014, conditional upon the approval of the UK Listing Authority.

In addition JUST EAT intends to release an Interim Management Statement on the day of the Transfer.

Background and reasons for the Transfer

JUST EAT operates the world's largest online marketplace for restaurant delivery based on average search volume in 2013, according to the Google keyword research tool. As set out in the Company's prospectus published on 3 April 2014 (the "Prospectus"), by enabling an easy and secure way to order takeaway food (food for delivery or collection) from local takeaway restaurants, the Company seeks to fulfil its mission to empower consumers to love their takeaway experience. JUST EAT's websites and mobile apps enable consumers to find an extensive array of local takeaway restaurants and place orders directly through the JUST EAT platform. JUST EAT has market-leading positions in the majority of the 13 countries in which it operates (based on Google search traffic), including in its largest markets - the UK, Denmark, France, Canada, Ireland and Spain.

The entire share capital of JUST EAT was admitted to trading on the High Growth Segment of the Main Market on 8 April 2014. The Company stated in its Prospectus that it intended to apply for admission to the Official List at a future date. At the date of the Prospectus, the Company considered that the only requirement under the Listing Rules that it was unable to meet, in order to meet the eligibility requirements for admission to the premium listing segment of the Official List of the FCA, was the requirement under Listing Rule 6.1.19R that a sufficient number of the Company's shares are distributed to the public in one or more EEA states. However, the Company now considers that it will either be able to meet the eligibility requirement under Listing Rule 6.1.19R or it will be able to meet the eligibility requirement under Listing Rule 6.1.19R as modified by the Financial Conduct Authority in accordance with Listing Rule 6.1.20G by 6 May 2014. 

The next Quarterly Review of the FTSE UK Index Series is scheduled to be held on 4 June 2014. It is anticipated that, subject to the Transfer becoming effective and other conditions being met, the Company will be considered for inclusion into the FTSE UK Index Series. Accordingly, the Board has concluded that it is in the best interests of the Company and its shareholders as a whole to transfer to a Premium Listing. The Board believes that a Premium Listing will further assist in increasing the profile of the Company, providing it with exposure to a wider potential investor base and enhancing the liquidity of the Shares.

The Company has therefore requested that the UK Listing Authority approve the Transfer with effect from 8.00 a.m. on 6 May 2014.

Effect of the Transfer 

Following the Transfer, the Listing Rules will apply to the Company, including the additional provisions specific to companies with a Premium Listing. These additional provisions, set out in Chapters 6 to 13 (inclusive) of the Listing Rules, relate to the following matters:

Working capital

In the opinion of the Company, the Group has sufficient working capital available for the Group's requirements for at least the next 12 months from the date of this announcement.

Corporate governance

The Board is committed to the highest standards of corporate governance. The Company intends to become fully compliant with the UK Corporate Governance Code in the medium term. The Company also intends that each of the directors will stand for re-election on an annual basis.

Appointment of Sponsor

The Group has appointed Goldman Sachs International and J.P. Morgan Cazenove to act as its joint sponsors in relation to the Transfer.

Financial information on JUST EAT

The financial information set out below is incorporated by reference into this announcement and is available free of charge from the Company's registered office, Masters House, 107 Hammersmith Road, London, W14 0QH during normal business hours on Monday to Friday each week (public holidays excepted) up to and including the date of Transfer, and from the Company's website at www.just-eat.com.

Consents

Goldman Sachs International and J.P. Morgan Cazenove have given and not withdrawn their written consent to the inclusion of the references to their names in the form and context in which they are included in this announcement.

John Hughes, Non-Executive Chairman of JUST EAT, said:

"The innovation of the High Growth Segment gives companies like JUST EAT an excellent opportunity to come to market and we have been delighted by the investor support that we have received. We are grateful for that opportunity as we now move to the Premium Listing, a move that will give JUST EAT greater profile and exposure to the investment community"

David Buttress, Chief Executive Officer of JUST EAT said:

"As a UK technology business we are very pleased to have come to market in London and this move to the Premium Listing is another great step forward for the company as we continue to grow and develop"

ENQUIRIES

JUST EAT: +44 (0) 20 3667 6900

David Buttress, Group Chief Executive Officer

Michael Wroe, Group Chief Financial Officer

Frank McGlade, Head of Corporate Communications

Goldman Sachs International: +44 (0) 20 7774 1000

Joint Sponsor

Anthony Gutman, Richard Cormack, Nick Harper, Clif Marriott

J.P. Morgan Cazenove: +44 (0) 20 7742 7000

Joint Sponsor

Jonathan Wilcox, Greg Chamberlain, James Taylor, Markus Boser

Brunswick Group LLP: +44 (0) 20 7404 5959

Public Relations Advisers to JUST EAT

Sarah West, Justine McIlroy, James Olley, Natalia Dyett

IMPORTANT NOTICE:

The Company is not offering any Shares or other securities in connection with the proposals described in this announcement. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in the Company or securities in any other entity, in any jurisdiction, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "projects", "assumes", "expects", "intends", "may", "will", "would" or "should", or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Group's result of operations, financial condition, prospects, growth strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, market position, the Company's earnings, financial position, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to the Company's regulatory obligations, including under the Listing Rules, the Disclosure Rules and Transparency Rules and the FSMA, none of the Company, Goldman Sachs International or J.P. Morgan Cazenove undertakes any obligation to update publicly or revise any forward looking-statement whether as a result of new information, future events or otherwise. None of the statements made in this announcement in any way obviates the requirements of the Company to comply with its regulatory obligations.

The contents of the Company's website do not form part of this announcement.

Goldman Sachs International and J.P. Morgan Cazenove each of which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA") in the United Kingdom, are acting for the Company and for no one else in connection with the Transfer and will not be responsible to any person other than the Company for providing the protections afforded to clients of Goldman Sachs International and J.P. Morgan Cazenove, nor for providing advice in relation to the Transfer, the content of this announcement or any matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Goldman Sachs International and J.P. Morgan Cazenove by the FSMA or the regulatory regime established thereunder, neither Goldman Sachs International nor J.P. Morgan Cazenove nor any of their subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs International or J.P. Morgan Cazenove in connection with this announcement, any statement contained herein or otherwise, nor makes any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement purported to be made by Goldman Sachs International or J.P. Morgan Cazenove, or on their behalf in connection with the Company or the Transfer. Goldman Sachs International and J.P. Morgan Cazenoveaccordingly disclaim to the fullest extent permitted by law all and any responsibility or liability to any person who is not a client of Goldman Sachs International or J.P. Morgan Cazenove, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.