JUST EAT PLC. Key Adviser, Joint Global Co-ordinator and Joint Bookrunner

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3 Admission to the High Growth Segment of the Main Market of the London Stock Exchange is primarily intended for high growth companies, which are likely to have a lower proportion of securities in public hands at admission than companies admitted to the Official List. High Growth Segment securities are not admitted to the Official List of the Financial Conduct Authority ( Official List ). Therefore the Company has not been required to satisfy the eligibility criteria for admission to listing on the Official List and is not required to comply with the Financial Conduct Authority s Listing Rules. The London Stock Exchange has not examined or approved the contents of this document. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. A copy of this document, which comprises a prospectus (the Prospectus ) relating to JUST EAT plc (the Company ), prepared in accordance with the prospectus rules of the Financial Conduct Authority ( FCA ) made pursuant to section 73A of the Financial Services and Markets Act 2000, as amended ( FSMA ), has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. This document has been approved as a prospectus by the FCA under section 87A of the FSMA. Application has been made to the London Stock Exchange for all of the Ordinary Shares, currently in issue and to be issued pursuant to the Offer described in this document, to be admitted to trading on the High Growth Segment of the London Stock Exchange plc s ( London Stock Exchange ) Main Market ( Admission ). Admission to the London Stock Exchange s Main Market constitutes admission to trading on a regulated market. As at the date of this document, no Ordinary Shares are admitted to trading on a regulated market. Conditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange at 8.00am (London time) on 3 April It is expected that Admission will become effective and that unconditional dealings on the London Stock Exchange in the Ordinary Shares will commence at 8.00am (London time) on 8 April Any dealings in the Ordinary Shares before the commencement of unconditional dealings will be on a when issued basis and of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. No application has been, or is currently intended to be, made for such Ordinary Shares to be admitted to listing or dealt with on any other stock exchange. Prospective investors should read the whole of this document and, in particular, Part II (Risk Factors) for a discussion of certain risks and other factors that should be considered in connection with any investment in the Ordinary Shares. JUST EAT PLC (incorporated and registered in England and Wales under the Companies Act 2006 with registered number ) Offer of 138,502,501 Ordinary Shares of 0.01 each at an Offer Price of 260p per Ordinary Share and admission to trading on the High Growth Segment of the Main Market of the London Stock Exchange Joint Global Co-ordinator Key Adviser, Joint Global Co-ordinator and Joint Bookrunner and Joint Bookrunner Goldman Sachs International J.P. Morgan Cazenove Co-lead Manager Oakley Capital Advisers to JUST EAT Torch Partners EXPECTED ORDINARY SHARE CAPITAL IMMEDIATELY FOLLOWING ADMISSION Issued and fully paid Number Amount 563,592,935 5,635,929

4 The Company intends to issue 38,461,538 new Ordinary Shares ( New Ordinary Shares ) under the Offer and the Selling Shareholders intend to sell in aggregate 100,040,963 existing Ordinary Shares ( Existing Ordinary Shares ) under the Offer (the New Ordinary Shares and the Existing Ordinary Shares, together the Offer Shares ). The Offer Shares will, upon Admission, rank pari passu in all respects with each other and with all Ordinary Shares then in issue and will rank in full for all dividends and other distributions declared in respect of the Ordinary Shares following Admission. The distribution of this document and the offer, issue and sale of the Ordinary Shares in certain jurisdictions may be restricted by law and therefore persons into whose possession this document may come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been or will be taken by the Company, Goldman Sachs International ( Goldman Sachs ), J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P.Morgan Cazenove ( J.P.Morgan Cazenove ) or Oakley Capital Limited ( Oakley ) that would permit possession or distribution of this document or any other material relating to the Ordinary Shares in any country or jurisdiction where action for that purpose is required, other than in the United Kingdom. This document does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 (the Securities Act ) or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Offer Shares are being offered and sold (i) outside the United States in reliance on Regulation S under the Securities Act ( Regulation S ) and (ii) in the United States only to persons the sellers reasonably believe to be qualified institutional buyers ( QIBs ) as defined in Rule 144A under the Securities Act ( Rule 144A ) in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act. Prospective investors are hereby notified that the sellers of the Ordinary Shares may be relying upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Neither the US Securities and Exchange Commission, nor any securities regulatory authority of any state of the United States, has approved the Ordinary Shares or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense in the United States. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ( RSA 421-B ) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE INVESTOR, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

5 TABLE OF CONTENTS Page Part I SUMMARY... 1 Part II RISK FACTORS Part III IMPORTANT INFORMATION Part IV DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS Part V EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND OFFER STATISTICS Part VI INDUSTRY OVERVIEW Part VII BUSINESS OVERVIEW Part VIII DIRECTORS, SENIOR MANAGERS AND CORPORATE GOVERNANCE Part IX SELECTED FINANCIAL AND OTHER INFORMATION Part X OPERATING AND FINANCIAL REVIEW Part XI CAPITALISATION AND INDEBTEDNESS Part XII HISTORICAL FINANCIAL INFORMATION Part XIII PRO FORMA FINANCIAL INFORMATION Part XIV DETAILS OF THE OFFER Part XV TAXATION Part XVI ADDITIONAL INFORMATION Part XVII GLOSSARY Part XVIII DEFINITIONS

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7 PART I SUMMARY Summaries are made up of disclosure requirements known as Elements. These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of not applicable. Section A Introduction and Warnings A.1 Introduction and warnings This summary should be read as an introduction to the prospectus. Any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor. Where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Consent for intermediaries Not applicable. No consent is given for the use of this document for any resale or final placement of securities by financial intermediaries. Section B Issuer B.1 Legal and commercial name JUST EAT plc. B.2 Domicile, legal form, applicable legislation and country of incorporation B.3 Key factors of the Company s current operations and principal activities The Company is a public limited company, incorporated in England and Wales with registered number and its registered office situated in England. The Company operates under the Companies Act. 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. JUST EAT provides consumers of takeaway food with an easy and secure way to order from takeaway restaurants in their local area. Takeaway restaurants contract with the Group to join the JUST EAT platform and have their menu made accessible to 1

8 B.4a Significant recent trends affecting the Company and its industry consumers. JUST EAT s websites and mobile apps allow consumers to search for local takeaway restaurants, place orders online and pay online or by cash on delivery. The online orders are transmitted to and accepted by takeaway restaurants via JustConnect Terminals ( JCTs ), which send confirmations to consumers, following which the takeaway restaurants prepare and deliver the food. The Company primarily derives its revenue from commissions charged to restaurants on the value of orders placed through its platform, which were on average approximately 10.7% for the year ended 31 December In addition, takeaway restaurants that join the JUST EAT network pay sign-up fees of up to approximately 850, depending on their geographical market. Restaurants may also pay JUST EAT fees for orders placed by credit or debit card, which the restaurants may choose to pass on to consumers, or for additional services, such as promotional top-placement marketing on the Company s platform, and merchandise, such as JUST EAT branded packaging and menus. In certain countries, JUST EAT charges consumers a fixed fee on orders paid for by credit or debit card. For the year ended 31 December 2013, 87.5% of JUST EAT s revenue was order-driven (consisting of commission revenue and payment card fee revenue, which together constitute B2C revenue). JUST EAT operates in the takeaway food market. The delivery part of this market is estimated by the Company to have been worth 58 billion globally in In recent years, the takeaway food market has been growing faster than GDP, with online ordering growing much faster, fuelled by the adoption of e-commerce and increased smartphone/ tablet penetration, according to Consumer Foodservice in the UK by Euromonitor and EIU. The online channel shift experienced in the ordering of takeaway food is similar to the migration towards the use of the Internet by consumers in other highly fragmented markets, such as restaurant bookings, travel and hospitality, tickets for live entertainment and classified advertising. The global takeaway market has grown in value from 2010 to 2013 at a CAGR of 1.6%, according to Euromonitor. This growth has been driven by changing lifestyles, with busier daily routines resulting in an increasing number of consumers ordering food with increasing frequency from takeaway restaurants offering an array of food varieties, instead of cooking at home. The online ordering channel has grown significantly faster than the overall takeaway market, driven by general e-commerce adoption and increased mobile usage, in addition to the value proposition that online takeaway aggregators such as JUST EAT offer to both consumers and participating restaurants. The Directors believe the online takeaway industry benefits from strong and favourable market dynamics and 2

9 expect growth in the online takeaway market to continue, driven by general e-commerce adoption and the increasing use and penetration of mobile devices. B.5 Description of the Group The Company is the holding company of the Group and has 24 wholly owned subsidiaries and investments in four entities which are not wholly owned. The Group s key operations are Just-Eat.dk ApS, Just Eat Holding Limited, Just-Eat.co.uk Limited and Eat Online Sa. B.6 Interests in the Company and voting rights As at 2 April 2014, being the latest practicable date prior to publication of this document (the Latest Practicable Date ), insofar as is known to the Company, the following persons had an interest which represents 3% or more of the voting share capital of the Company (assuming that a proposed share capital re-organisation has taken place and taking into account the number of Existing Ordinary Shares to be sold, and the number of New Ordinary Shares to be issued, in connection with the Offer and assuming that the Over-allotment Option has not been exercised): Shareholder Number of Ordinary Shares (as at the Latest Practicable Date) held Percentage of voting share capital SM Trust (1) ,472, % Index Ventures (2) ,373, % Vitruvian Partners (3)... 61,580, % Redpoint Ventures (4)... 34,023, % Greylock I LP... 23,799, % (1) STM Fidecs Trust Company Limited is the holder of registered legal title to the Ordinary Shares beneficially owned by SM Trust. (2) Index Ventures is a venture capital advisory group that holds its interests in the Ordinary Shares through: Index Ventures Growth I (Jersey), LP; Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), LP; Index Ventures V (Jersey), LP; Index Ventures V Parallel Entrepreneur Fund (Jersey), LP; and Yucca (Jersey) SLP. (3) Vitruvian Partners LLP is an independent private equity firm that holds its interests in the Ordinary Shares through Munch S.à r.l. (4) Redpoint Ventures is a growth equity and venture capital firm that holds its interests in the Ordinary Shares through Redpoint Omega, LP and Redpoint Omega Associates LLC. So far as the Company is aware, no person or persons, directly or indirectly, jointly or severally, own or exercise or could exercise control over the Company. There are no differences between the voting rights enjoyed by the shareholders described above and those enjoyed by any other holder of Ordinary Shares. 3

10 B.7 Selected historical financial information Consolidated income statement The table below sets out the consolidated income statements of the Group for the years ended 31 December 2013, 2012 and Year ended 31 December ( 000) ( 000) ( 000) Revenue... 96,753 59,770 33,765 Cost of sales... (9,988) (5,062) (3,156) Gross Profit... 86,765 54,708 30,609 Long term employee incentive costs... (1,731) (1,624) (231) Exceptional items... (968) (7,547) (450) Other administrative expenses... (77,286) (54,679) (31,428) Administrative expenses... (79,985) (63,850) (32,109) Share of results of joint ventures and associates (521) (257) Operating profit/(loss)... 6,791 (9,663) (1,757) Other gains... 3,363 6,946 Finance income Finance costs... (145) (117) (74) Profit/(loss) before tax... 10,181 (2,628) (1,732) Tax... (3,410) (1,877) 497 Profit/(loss) for the year... 6,771 (4,505) (1,235) Underlying EBITDA ,077 2, (1) Underlying EBITDA means earnings before finance income and costs, taxation, depreciation and amortisation ( EBITDA ) and additionally excludes the Group s share of depreciation and amortisation of joint ventures and associates, long term employee incentive costs, exceptional items, currency translation differences and other gains and losses (being profits or losses arising on the disposal of operations). The table below presents a reconciliation of profit/(loss) for the year to Underlying EBITDA for the years ended 31 December 2013, 2012 and Year ended 31 December ( 000) ( 000) ( 000) Profit/(loss) for the year... 6,771 (4,505) (1,235) Tax... 3,410 1,877 (497) Finance costs Finance income... (172) (206) (99) Other gains... (3,363) (6,946) Operating profit/(loss)... 6,791 (9,663) (1,757) Depreciation Subsidiaries... 2,708 1,760 1,114 Amortisation Subsidiaries Depreciation and amortisation Joint Ventures and associates Long term employee incentive costs... 1,731 1, Foreign currency (gains)/losses (138) Exceptional items , Underlying EBITDA... 14,077 2,

11 Consolidated balance sheet The table below sets out the consolidated balance sheets of the Group as at 31 December 2013, 2012 and As at 31 December ( 000) ( 000) ( 000) Non-current assets Goodwill... 10,245 6,957 4,587 Other intangible assets... 3,424 3,342 1,334 Property, plant and equipment... 5,481 5,013 2,861 Investments... 6,918 Investments in joint ventures and associates... 7,749 7,167 7,247 Deferred tax assets ,026 27,839 23,251 23,973 Current assets Inventories Trade and other receivables... 3,872 4,492 2,432 Current tax assets Cash and cash equivalents... 61,620 50,026 7,858 66,476 54,953 10,332 Total assets... 94,315 78,204 34,305 Current liabilities Trade and other payables... (33,381) (25,020) (11,024) Current tax liabilities... (1,093) (1,564) (91) Borrowings... (63) Deferred revenue... (3,982) (2,442) (1,715) Provision for liabilities... (718) (485) (38,456) (29,744) (13,378) Net current assets/(liabilities)... 28,020 25,209 (3,046) Non-current liabilities Deferred tax liabilities... (442) (703) (1,360) Deferred revenue... (1,212) (1,287) (751) Provision for liabilities... (101) (645) Other long-term liabilities... (498) (2,253) (1,990) (2,756) Total liabilities... (40,709) (31,734) (16,134) Net assets... 53,606 46,470 18,171 Total equity... 53,606 46,470 18,171 Consolidated statement of cash flows The table below sets out extracts from the consolidated statements of cash flows of the Group for the years ended 31 December 2013, 2012 and Year ended 31 December ( 000) ( 000) ( 000) Net cash from operating activities... 19,213 10,103 4,885 Net cash used in investing activities.. (7,681) (3,140) (14,552) Net cash from financing activities ,167 12,643 Net increase in cash and cash equivalents... 11,545 42,130 2,976 Cash and cash equivalents at the end of the year... 61,620 50,026 7,858 5

12 The summary below presents certain significant changes in JUST EAT s financial condition and results of operations during the years ended 31 December 2013, 2012 and JUST EAT s revenue was 96.8 million, 59.8 million and 33.8 million for the years ended 31 December 2013, 2012 and 2011, respectively. Revenue for the year ended 31 December 2013 increased by 61.9% compared to 2012, primarily due to an increase in the number of orders and average revenue per order. Revenue for the year ended 31 December 2012 increased by 77.0% compared to 2011, primarily due to the increase in the number of orders as a result of growth in the number of takeaway restaurants in the JUST EAT network and the increase in the number of consumers transacting through JUST EAT, particularly as the JUST EAT brand has grown. JUST EAT s administrative expenses were 80.0 million, 63.9 million and 32.1 million for the years ended 31 December 2013, 2012 and 2011, respectively. The increase in administrative expenses during the periods under review was primarily due to the increase in salary costs, mainly as a result of the expansion of the UK business and the related increase in full time employees of the Company. In addition, marketing costs increased during the periods under review due to the Company s decision to invest in the JUST EAT brand both in the UK and in JUST EAT s overseas operations. JUST EAT had operating profit of 6.8 million for the year ended 31 December 2013 and operating losses of 9.7 million and 1.8 million for the years ended 31 December 2012 and 2011, respectively. The improvement in the operating result for the year ended 31 December 2013 compared to 2012 was primarily due to the growth in revenue (particularly in the UK) and leveraging of the Group s cost base. The increase in operating losses of 7.9 million for the year ended 31 December 2012 compared to 2011 was mainly due to impairment charges of 7.3 million primarily relating to the Dutch business. Underlying EBITDA was 14.1 million, 2.3 million and 0.1 million for the years ended 31 December 2013, 2012 and 2011, respectively. Growth in Underlying EBITDA during the periods under review reflected growth in the UK and Denmark, offset by negative Underlying EBITDA in a number of other countries where the Company has been implementing its strategy of incurring greater costs to expand its network of takeaway restaurants, build brand awareness and increase the scale of the business. JUST EAT has generated positive net cash from operating activities during each of the periods under review. Net cash from operating activities amounted to 19.2 million, 10.1 million and 4.9 million for the years ended 31 December 2013, 2012 and 2011, respectively. The increases in net cash from operating activities during the periods under review were mainly due to the growth in number of orders and the increasing proportion of orders paid for by credit or debit card, for which JUST EAT collects payment on behalf of the takeaway restaurants. 6

13 There has been no significant change in JUST EAT s financial condition or results of operations since 31 December B.8 Selected unaudited pro forma financial information The unaudited pro forma statement of net assets set out below has been prepared to illustrate the effect of the Offer on the Group s net assets as if the Offer had taken place on 31 December This unaudited pro forma statement of net assets has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and, therefore, does not represent the Group s actual financial position or results. The unaudited pro forma statement of net assets is compiled on the basis set out below from the IFRS consolidated balance sheet of the Company as at 31 December It may not, therefore, give a true picture of the Group s financial position or results nor is it indicative of the results that may, or may not, be expected to be achieved in the future. The pro forma financial information has been prepared on the basis set out in the notes below and in accordance with Annex II to the Prospectus Directive Regulation. As at Adjustments 31 December IPO 2013 (1) Proceeds (2) Unaudited Pro Forma (3)(4) Non-current assets Goodwill... 10,245 10,245 Other intangible assets... 3,424 3,424 Property, plant and equipment... 5,481 5,481 Investments in joint venture... 7,353 7,353 Investments in associates Deferred tax assets ,839 27,839 Current assets Inventories Trade and other receivables... 3,872 3,872 Current tax assets Cash and cash equivalents... 61,620 94, ,650 66,476 94, ,506 Total assets... 94,315 94, ,345 Current liabilities Trade and other payables... (33,381) (33,381) Current tax liabilities.. (1,093) (1,093) Deferred revenue... (3,982) (3,982) (38,456) (38,456) Net current assets... 28,020 94, ,050 7

14 As at Adjustments 31 December IPO 2013 (1) Proceeds (2) Unaudited Pro Forma (3)(4) Non-current liabilities Deferred tax liabilities... (442) (442) Deferred revenue... (1,212) (1,212) Provisions for liabilities... (101) (101) Other long term liabilities... (498) (498) (2,253) (2,253) Total liabilities... (40,709) (40,709) Net assets... 53,606 94, ,636 (1) The financial information has been extracted from the historical financial information set out in Part XII (Historical Financial Information). (2) The adjustment reflects an estimate of the proceeds of the Offer of million, after deduction of estimated fees and expenses of 6.0 million (which do not include 1.4 million of expenses that were charged to the income statement during the year ended 31 December 2013). (3) The unaudited pro forma statement of net assets does not constitute financial statements within the meaning of section 434 of the Companies Act. (4) The unaudited pro forma statement of net assets does not reflect any trading results or other transactions undertaken by the Group since 31 December B.9 Profit forecast or estimate Not applicable. No profit forecast or estimate is included in this document. B.10 Nature of any qualifications in audit report B.11 Explanation in respect of insufficient working capital Not applicable. No qualifications are included in any audit report on the historical financial information included in this document. Not applicable. The Company is of the opinion that, taking into account the proceeds of the Offer, JUST EAT has sufficient working capital for its present requirements, that is, for at least twelve months following the date of publication of this document. Section C Securities C.1 Type and class of securities being offered and admitted to trading The Offer comprises Ordinary Shares in the capital of the Company. When admitted to trading, the Ordinary Shares will be registered with ISIN GB00BKX5CN86. C.2 Currency The Ordinary Shares are denominated in pounds sterling ( GBP or ). C.3 Issued share capital The issued share capital of the Company immediately following Admission will comprise 563,592,935 Ordinary Shares each with a nominal value of 0.01 in issue (all of which will be fully paid or credited as fully paid). 8

15 C.4 Rights attached to the Ordinary Shares C.5 Restrictions on free transferability of the securities C.6 Admission to trading on regulated market The Ordinary Shares rank equally in all respects and have the following rights attaching to them: on a show of hands at a general meeting every member present in person has one vote and every proxy or representative present who has been duly appointed by a member entitled to vote has one vote; and on a poll every member (whether present in person or by proxy or representative) has one vote per Ordinary Share; the right to receive dividends on a pari passu basis; and if the Company is wound up, with the sanction of a special resolution and any other sanction required by law and subject to the Companies Act, the liquidator may divide among the members in specie the whole or any part of the assets of the Company and for that purpose may value any assets and determine how the division shall be carried out as between the members or different classes of members. There are no restrictions on the free transferability of the Ordinary Shares set out in the constitutional documents of the Company. Application has been made to the London Stock Exchange for admission of the Ordinary Shares to the High Growth Segment of the Main Market operated by the London Stock Exchange. It is expected that conditional dealings in the Ordinary Shares will commence on 3 April 2014 with Admission taking place on 8 April No application has been, or is currently intended to be, made for the Ordinary Shares to be admitted to listing or dealt in on any other stock exchange. The Company intends to apply for admission to the Official List at a future date. At the date of this document, the Company considers that the only requirement under the Listing Rules that it may be unable to meet, in order to satisfy the eligibility requirements for admission to the premium listing segment of the Official List of the FCA, is the requirement under Listing Rule R that a sufficient number of the Company s shares are distributed to the public in one or more EEA states. In the future, the Company anticipates that it will be able to meet the requirements of Listing Rule R as a result of its current shareholders selling shares in the Company to members of the public in one or more EEA states. C.7 Dividend policy The Offer Shares will rank in full for dividends or other distributions declared in respect of Ordinary Shares after Admission. The Company intends to retain any earnings to expand the growth and development of its business and, therefore, does not anticipate paying dividends in the foreseeable future. 9

16 Section D Risks D.1 Key risks related to the Company and its industry Prior to making an investment decision in relation to the Ordinary Shares, prospective investors should consider, together with the other information contained in this document, the factors and risks attaching to an investment in the Company, including the following risks: Consumer acceptance of ordering takeaway food online and through aggregator portals may not be sustained or improve, and may affect the Company s ability to attract and retain consumers and takeaway restaurants and maintain or increase the number of orders received. Takeaway restaurants may not continue to accept the value proposition of online aggregator portals like JUST EAT, such that the number of takeaway restaurants that sign up to the JUST EAT platform may not increase. The Company relies on its interdependent IT systems to manage the process of online takeaway food ordering, and a failure in any one of them, especially with respect to a significant number of JCTs, may disrupt the efficiency and functioning of the Company s operations. The Company is dependent on the reputation of and value associated with its brands, which are critical to retaining existing and attracting new consumers and takeaway restaurants to JUST EAT. The Company faces competition from other companies and potential new entrants to the industry or the markets in which the Company currently operates, and competitive pressures or the Company s inability to adapt effectively and quickly to a changing competitive landscape could affect demand for the Company s services and thereby its prices, fees and margins. Changes to search engines algorithms or terms of services could cause the Company s websites to be excluded from or ranked lower in organic search results, which could significantly reduce the Company s ability to direct higher margin consumer traffic to its platform, thereby increasing consumer acquisition costs. The Company is subject to risks relating to the receipt and processing of online payments, including risks in relation to regulations, compliance requirements and exposure to fraud. The Company is responsible for the cash that it holds on behalf of takeaway restaurants arising from payments made by credit or debit card, and any loss of cash through bank failures or other factors beyond JUST EAT s control may have a material adverse effect on the Company s reputation, business and financial condition. 10

17 D.3 Key risks related to the Ordinary Shares Future sales or issues of Ordinary Shares, or the possibility or perception of such future sales or issues, may affect the market price of the Ordinary Shares. An active or liquid market for the Ordinary Shares may not develop, and consequently investors may have difficulty selling their Ordinary Shares or may not be able to sell their Ordinary Shares at or above the Offer Price. The market price of the Ordinary Shares may be volatile, which could cause the value of an investment in the Ordinary Shares to decline. Section E Offer E.1 Total net proceeds and estimate of total expenses E.2a Reasons for the Offer and use of proceeds E.3 Terms and conditions of the Offer The Company expects to receive net proceeds of approximately 94.0 million, after estimated expenses of approximately 6.0 million (which do not include 1.4 million of expenses that were charged to the income statement during the year ended 31 December 2013). The Selling Shareholders expect to receive net proceeds of approximately million, after estimated total expenses of approximately 10.6 million. No expenses will be charged to investors. The Directors believe that the Offer will provide additional capital to support the development and growth of JUST EAT and that Admission will enhance JUST EAT s profile and increase JUST EAT s brand recognition and credibility. In addition, the Offer will create a market in the Ordinary Shares for existing Shareholders and provide the Selling Shareholders with a partial realisation of their investment in the Company. The Company intends to use the net proceeds it receives from the Offer for general corporate purposes, including to support growth in the business following Admission. In particular the Company intends to seek opportunities to acquire complementary businesses within existing territories, to expand into one or more additional territories or to acquire related technologies to support the growth of its core business. Until the Company uses the net proceeds of the Offer for a particular purpose, it intends to invest such proceeds in short term, interest bearing securities or similar deposits. The Offer comprises an offer of: 38,461,538 New Ordinary Shares to be issued by the Company; and 100,040,963 Existing Ordinary Shares to be sold by the Selling Shareholders. Under the Offer, all Offer Shares will be sold at the Offer Price, which will be determined by the Company and the Major Selling Shareholders in consultation with the Joint Bookrunners. A number of factors will be considered in deciding the Offer Price and the bases of allotment under 11

18 the Offer, including the level and nature of demand for Offer Shares and the objective of encouraging the development of an orderly after-market in the Ordinary Shares. The Offer comprises an offer to certain institutional and professional investors in the United Kingdom and elsewhere outside the United States in reliance on Regulation S and in the United States only to QIBs in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act. Over-allotment Shares (representing up to 7.5% of the maximum number of Offer Shares) will be made available to the Stabilisation Manager pursuant to the Overallotment Option. Admission is expected to become effective, and unconditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange, at 8.00 a.m. on 8 April It is expected that dealings in the Offer Shares will commence on a conditional basis on the London Stock Exchange at 8.00 a.m. on 3 April The earliest date for settlement of such dealings will be 8 April All dealings in Ordinary Shares prior to the commencement of unconditional dealings will be on a when issued basis, will be of no effect if Admission does not take place, and will be at the sole risk of the parties concerned. The Offer is subject to the satisfaction of conditions contained in the Underwriting Agreement which are customary for transactions of this type, including Admission becoming effective by no later than 8.00 a.m. on 8 April 2014 or such later time and/or date as the parties to the Underwriting Agreement may agree (not being later than 30 June 2014) and on the Underwriting Agreement not having been terminated prior to Admission. None of the Offer Shares may be offered for subscription, sale or purchase or be delivered, or be subscribed, sold or delivered, and this document and any other offering material in relation to the Offer Shares may not be circulated, in any jurisdiction where to do so would breach any securities laws or regulations of any such jurisdiction or give rise to an obligation to obtain any consent, approval or permission, or to make any application, filing or registration. E.4 Material interests to the Offer Not applicable. There is no interest, including any conflicting interest, that is material to the Offer. E.5 Name of persons offering to sell the securities: JUST EAT plc and Appleby Trust (Jersey Trust) Limited; Carlos Morgado; Clare Morgado; David Buttress; Gemma Buttress; Greylock I LP; Index Ventures Growth I (Jersey) LP; Index Ventures Growth I Parallel Entrepeneur Fund (Jersey), LP; Index Ventures V (Jersey) LP; Index Ventures V Parallel Entrepreneur Fund (Jersey), LP; Klaus Nyengaard; Mathew Braddy; Michelle Braddy; Michael Wroe; Rachel Wroe; Munch S.à r.l.; Rasmus Wolff; Redpoint Omega, LP; Redpoint Omega 12

19 Lock-up arrangements: E.6 Amount and percentage of dilution E.7 Estimated expenses charged to investor Associates LLC; the SM Trust (STM Fidecs Trust Company Limited is the registered holder); and Yucca (Jersey) SLP The Company is subject to a 180 day lock-up period following Admission, during which time it may not issue or dispose of any Ordinary Shares. The Major Selling Shareholders are subject to a 180 day lock-up period following Admission, during which time they may not dispose of any interest in their Ordinary Shares without the consent of the Joint Global Coordinators. The Director shareholders and the Senior Manager shareholders who are selling Ordinary Shares in connection with the Offer are subject to a 360 day lock-up period following Admission, during which time they may not dispose of any interest in their Ordinary Shares without the consent of the Joint Global Co-ordinators. All lock-up arrangements are subject to certain customary exceptions. 38,461,538 New Ordinary Shares will be issued pursuant to the Offer. The Ordinary Shares other than the New Ordinary Shares will represent 93.2% of the total issued Ordinary Shares immediately following Admission. Not applicable. No expenses will be charged to the investors by the Company or the Selling Shareholders in respect of the Offer. 13

20 PART II RISK FACTORS An investment in the Ordinary Shares is subject to a number of risks. Accordingly, prospective investors should consider the following risks and uncertainties together with all the other information set out in this document prior to making any investment decision. If any of the following risks actually materialises, the Company s business, financial condition, results of operations and prospects could be materially adversely affected and the value of the Ordinary Shares could decline. Prospective investors should consider carefully whether an investment in the Ordinary Shares is suitable for them in light of the information in this document and their personal circumstances. Prospective investors should note that the risks relating to the Company, its industry, and the Ordinary Shares summarised in the section of this document headed Summary are the risks that JUST EAT believes to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Company faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this document headed Summary but also, amongst other things, the risks and uncertainties described below. 1. RISKS RELATING TO THE COMPANY 1.1 Consumer acceptance of ordering takeaway food online and through aggregator portals may not be sustained or may not improve. The online purchase of takeaway food is relatively new and rapidly evolving. The Company s success will depend to a substantial extent on the willingness of consumers to continue, and increase, their use of online services, and of online aggregator portals in particular, as a method of buying takeaway food, rather than using telephone-based and walk-in services or other online options provided by local restaurants. If demand for online ordering of takeaway food decreases compared to current levels or consumer acceptance does not increase in line with JUST EAT s expectations, the Company s business, financial condition, results of operations and prospects could be materially adversely affected. Maintaining and enhancing the numbers of consumer visits to and orders placed on the Company s platform is critical to the Company s success. Factors important to maintaining and increasing the number of orders on the Company s platform include the Company s ability to: maintain a convenient, efficient and reliable user experience for both consumers and takeaway restaurants; attract new consumers and takeaway restaurants to the platform; offer a broad range of takeaway restaurants within a consumer s local area; maintain and monitor its relationships with the takeaway restaurants in its network; manage new and existing technologies and sales channels, including mobile devices; increase awareness of its brands and platform through marketing and promotional activities; obtain or increase purchases from repeat consumers; and assure its consumers of the security of its platform for online purchases. Any failure to properly manage these factors could negatively impact the Company s ability to attract and retain consumers and takeaway restaurants and maintain or increase the number of orders received, which could have a material adverse effect on the Company s business, financial condition, results of operations and prospects. 1.2 Takeaway restaurants may not continue to accept the value proposition of online aggregator portals like JUST EAT. As the online takeaway food business continues to evolve, the Company s success will also depend substantially on the willingness of takeaway restaurants to join the JUST EAT network as a method of 14

21 attracting consumers and processing orders efficiently, rather than creating their own websites and mobile apps or relying solely on telephone orders or walk-in services. If the number of takeaway restaurants that sign up to the platform does not increase or restaurants acceptance of JUST EAT s value proposition is not sustained in line with expectations, the Company s business, financial condition, results of operations and prospects could be materially adversely affected. 1.3 The Company s IT systems are interdependent and a failure in any one of them may disrupt the efficiency and functioning of the Company s operations. The Company s business model relies on the systematic interaction between its websites and mobile apps with JustConnect Terminals ( JCTs ) in operation at the takeaway restaurants in its network. The Company is reliant, therefore, on numerous IT systems to manage the entire process, from the placing of and payment for orders online by consumers to the receipt of and confirmation of those orders by the takeaway restaurants. A failure of any individual IT system, and in particular any failure with respect to a significant number of JCTs, would impact the Company s ability to receive, process and accept payment for orders. In addition, the different IT systems are dependent on each other to be able to complete their processes, and a failure of any of the core IT systems may result in the inability of other IT systems to function properly and/or failures of other IT systems, which could in turn result in consumer orders not being captured on the Company s platform or processed by the takeaway restaurants. The efficient operation of the Company s business and IT systems is critical, therefore, to attracting and retaining takeaway restaurants and consumers. The Company relies to a significant degree on the efficient and uninterrupted operation of its computer and communications systems and those of third parties, including the internet and GPRS connectivity. Consumer access to the Company s platform, the ease with which a consumer is able to navigate and order on the platform and the speed with which the order is received and confirmed for processing by the takeaway restaurants are factors which affect the attractiveness of the Company s services to both consumers and restaurants. Any failure of the internet or GPRS connectivity or any failure of current or new computer and communication systems or software systems could result in consumer orders not being captured on the Company s platform or processed by takeaway restaurants. While the Company has disaster recovery and business continuity contingency plans, no assurance can be given that, if a serious disaster affecting the Company s systems or operations occurred, such plans would be sufficient to enable the Company to continue or recommence trading without a loss of business. Furthermore, the Company has, from time to time, experienced minor operational failures in its systems and technologies which have resulted in order errors such as incorrect items and delays or failures in communicating orders to takeaway restaurants but none of these instances to date have had a material impact on JUST EAT s business. The Company expects operational issues to continue to occur from time to time due to a combination of one or more of the following: equipment failures, computer server or system failures, platform outages, human error (including any errors made by takeaway restaurants in their handling of JCTs), network outages, software performance problems and power failures. The Company contracts with a nearshoring IT Company based in Kiev, Ukraine and any disruption to its operations as a result of recent protests and political hostilities in Ukraine could adversely affect the Group s IT development projects. If the Company is unable to meet demand or service expectations due to the occurrence of one or more of the aforementioned issues, the Company s business, financial condition and results of operations may be materially adversely affected. 1.4 The Company is dependent on the reputation of and value associated with its brands. Developing and maintaining the reputation of, and value associated with, the Company s brands is of central importance to the success of the Company. Brand identity is a critical factor in retaining existing and attracting new consumers and takeaway restaurants. The Company is highly reliant on direct traffic, organic (i.e., listings not dependent on advertising or other payments) and paid internet searches, which all depend to a varying extent on the strength of the JUST EAT brand. The Company has devoted and will continue to devote time and resources to marketing and customer relations, but its marketing efforts and other promotional activities may not achieve expected results. Promotion and enhancement of the Company s brands is also expected to depend on the Company s success in providing a positive experience for consumers ordering takeaway food online and an efficient and effective service for takeaway restaurants seeking orders through the additional channel. 15

22 Any failure by the Company or the restaurants in its network to offer a high quality and efficient experience and excellent customer service to consumers could damage the Company s reputation and brands and result in the loss of consumer confidence. Unfavourable publicity concerning the Company, its takeaway restaurants or the industry could also damage the Company s brands. In particular, any violation of food hygiene or food labelling regulations by the takeaway restaurants in the JUST EAT network, as well as systemic problems in the takeaway food industry, such as food contamination, can damage JUST EAT s reputation or brand. There can also be no assurance that a violation of other regulations by takeaway restaurants, such as those relating to money laundering and tax evasion, will not damage the Company s reputation and brand by association. Moreover, the Company relies heavily on social media such as Facebook and Twitter for brand promotion and marketing, and any negative publicity or reputational damage may be accelerated through social media due to its immediacy and accessibility as a means of communication, which may materially adversely affect the Company s business, financial condition and results of operations. 1.5 The Company faces competition from other companies and potential new entrants to the industry or the markets in which the Company currently operates. The takeaway food market is highly competitive. Consumers have many choices for takeaway food, including online takeaway food aggregator portals, independent restaurants and restaurant chains offering online ordering services, as well as local restaurants offering telephone-based and walk-in takeaway food services. JUST EAT faces competition from a number of other online takeaway food aggregator portals in the UK, Denmark and its other countries of operation. The Company also faces competition from independent restaurants and restaurant chains that offer online ordering services through their own websites and mobile apps, such as Domino s Pizza or similar chains. Moreover, new competitors may emerge, or similar businesses that are currently established in other countries may choose to enter or expand in the Company s countries of operation. Some of these competitors and new entrants may have brands that are or become more widely recognised by consumers than the Company s brand, and they may also have substantially greater financial, marketing, technical or other resources. The Company s competitors may also merge or form strategic partnerships. These factors could adversely impact the Company s competitive position. In addition, the Company competes with a wide range of local restaurants offering telephone-based and walk-in takeaway food services, often for an established local consumer base. These may include existing takeaway restaurants in JUST EAT s network. The Company may fail to increase its market share if consumers buying behaviour does not shift towards increased online ordering. The Company competes for consumers and takeaway restaurants mainly on the basis of the quality of its service offering, including the convenience and functionality of its IT platform, the size and variety of its network of restaurants and the strength of its brand. If the Company fails to compete effectively in any of these areas, it may lose existing consumers and restaurants and fail to attract new consumers and restaurants. Competitive pressures from one or more of the Company s competitors or the Company s inability to adapt effectively and quickly to a changing competitive landscape could affect demand for the Company s services and thereby its prices, fees and margins, which may have a material adverse effect on the Company s business, financial condition, results of operations and prospects. 1.6 Changes to search engines algorithms or terms of services could cause the Company s websites to be excluded from or ranked lower in organic search results. A significant number of consumers access the Company s websites by clicking on a link contained in search engines organic search results. Transactions effected by these consumers result in higher gross margins to the Company as there are lower associated direct costs. Search engines do not accept payments to rank websites in their organic search results and instead rely on algorithms to determine which websites are included in the results of a search query. 16