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Monday 17 March, 2014

Just-Eat Grp Hol Ltd

Announcement of Intention to Float

RNS Number : 4294C
Just-Eat Group Holdings Limited
17 March 2014
 



NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

 

This announcement is not an offer of securities for sale in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus intended to be published by Just-Eat Group Holdings Limited, to be re-registered and renamed as JUST EAT plc ("JUST EAT" or the "Company" and together with its subsidiaries, the "Group") in due course in connection with the proposed admission of its ordinary shares to either the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the Main Market for listed securities of the London Stock Exchange or trading on the High Growth Segment of the Main Market for listed securities of the London Stock Exchange. Copies of the Prospectus will, following publication, be available for inspection from the Company's registered office at Masters House, 107 Hammersmith Road, London W14 0QH and from the Company's website www.just-eat.com.

 

The contents of this announcement, which has been prepared by and is the sole responsibility of JUST EAT, have been approved by Goldman Sachs International and J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") solely for the purposes of section 21(2) (b) of the Financial Services and Markets Act 2000 (as amended).

 

FOR IMMEDIATE RELEASE

17 March 2014

 

 Just-Eat Group Holdings Limited, to be re-registered and renamed as JUST EAT plc

Announcement of Intention to Float

Announcement of 2013 Results

Appointment of New Directors to the Board

 

JUST EAT today announces its intention to proceed with an initial public offering (the "IPO" or "Offer"). The Company intends to apply for admission of its ordinary shares (the "Shares") to trading on the Main Market for listed securities of the London Stock Exchange plc.  The Shares will either be admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority or the High Growth Segment of the Main Market ("Admission"). 

JUST EAT operates the world's largest online marketplace for restaurant delivery[1]. By enabling an easyand 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 markets in which it operates (based on Google search traffic), including in its largest markets - the UK, Denmark, France, Canada, Ireland and Spain.

Since the first JUST EAT website was launched in 2001, the Company has grown significantly, expanding to a total of 13 markets and delivering high levels of revenue and Underlying EBITDA growth, mainly organic but also via selected acquisitions.  This strong financial performance has continued in 2013 with JUST EAT generating revenue of £96.8 million and Underlying EBITDA of £14.1 million representing growth of 61.9% and 518.0%, respectively, compared to 2012. Within its more established markets of the UK and Denmark, in 2013 JUST EAT generated combined revenue of £80.4 million and Underlying EBITDA of £30.2 million representing growth of 57.3% and 69.9%, respectively, compared to 2012.  This performance highlights the potential of JUST EAT's scalable business model in markets where it has clearly established leading positions and sufficient scale.  The Directors of the Company believe that the IPO will position the Group to capitalise on these market positions and its ability to develop less mature and new markets in the next stage of the Group's growth and development.

In preparation for the IPO, the Company also announces the appointment of two experienced Independent Non-Executive Directors to complement the existing Board under the continued Chairmanship of John Hughes.  A third Independent Non-Executive Director is expected to be appointed shortly following Admission.

 

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

 

"JUST EAT has gone from strength to strength in recent years - as reflected in its growing scale and internationalisation - under the leadership of David Buttress and his team. David was instrumental in founding the UK business and has an impressive team who are delivering strong results through their talent and dedication. I am confident that JUST EAT, as a public company, will capitalise on its achievements to date and is well positioned for the next phase of its development."

 

David Buttress, Chief Executive Officer of JUST EAT said:

 

"I'm very pleased to be bringing JUST EAT to market following several years of strong growth and expansion. JUST EAT brings together tens of thousands of local takeaway restaurants globally and processes millions of online orders monthly, which I believe makes us one of the most exciting global growth companies in Europe. Our purpose is to empower consumers to love their takeaway experience.

 

We have consistently delivered impressive results and built leading positions in several markets through a combination of a strong brand, a customer-centric culture and a passionate team. We see further opportunities ahead as we encourage more people to experience the benefits of online takeaway ordering. Our team is focused with a clear strategy and I believe we have a strong platform for continued rapid growth. The listing of JUST EAT on the London Stock Exchange marks the beginning of the next stage of our growth and development."

 

 

JUST EAT's Highlights

Strong position in an attractive and growing market

·     Large addressable delivery takeaway food market, worth an estimated £58 billion globally in 2013 (according to Company estimates) and growing faster than GDP in recent years with online activity growing much faster as a result of the adoption of e-commerce and increased smartphone/tablet penetration.

 

·     Market-leading positions in the majority of its 13 markets including - the UK, Denmark, France, Canada, Ireland and Spain. Leading positions are seen to drive stronger network effects, creating a self-reinforcing business model that draws more consumers and takeaway restaurants to the platform.

 

Clear competitive advantages

·     Brand strength (number one brand in the UK takeaway food category)[2] and strong online presence (top 3 of search results for "takeaway food" and related food searches) help to maintain low cost per active account.

 

·     Takeaway restaurants derive clear benefits from the JUST EAT platform with increased order efficiency and yield (online orders were found to be on average c.30% higher in value than traditional over-the-phone orders[3]), brand halo and ancillary benefits such as collective buying of food packaging, menus and other related merchandise.

 

·     Technology platform enhances the consumer experience of ordering online with speed and efficiency as highlighted by the proven ability of JUST EAT's technology platform to process almost 900 real-time orders per minute at peak times in the UK.

 

Multiple growth opportunities available

·     Modest delivery market penetration in a majority of JUST EAT's existing markets (20% in the UK, 49% in Denmark and <10% in other jurisdictions) highlights the significant opportunity for further growth in the takeaway delivery market across the Group's geographic footprint.

 

·     Currently largely untapped and significant opportunity to expand the Company's addressable market from delivery into the takeaway food collection market.

 

Track record of growth in revenue and Underlying EBITDA and strong cash conversion

·     Between 2011 and 2013 the Group increased orders by 70% a year on average and delivered average annual revenue and Underlying EBITDA growth of 69% and 1,359% respectively.

 

·     In JUST EAT's established markets of the UK and Denmark, between 2011 and 2013 orders increased by 63% a year on average and JUST EAT delivered average annual revenue and Underlying EBITDA growth of 63% and 96% respectively.

 

·     At the Group level, JUST EAT delivered strong cash generation driven by attractive and growing margins, favourable working capital dynamics and low capital expenditure requirements.

 

Experienced management team

 

·     Highly experienced senior management team with significant expertise across technology, product development and marketing.

 

·     Management has a proven track record of creating and implementing the Group's strategy and growth through continued investment and the successful integration of acquired businesses.

 

·     Supported by a strong Board under the chairmanship of John Hughes. The Board has been further strengthened by the appointment of two experienced Independent Non-Executive Directors.

 



 

2013 Results

In 2013 JUST EAT delivered another year of strong financial performance characterised by growth in revenue and Underlying EBITDA and strong cash conversion. Key highlights included:

·     6,476 net new contracted takeaway restaurants were added to the JUST EAT platform, resulting in 36,415 takeaway restaurants on the JUST EAT platform as at 31 December 2013 (2012: 29,939).

·     Orders increased by 59.0% to 40.2m (2012: 25.3m).

·     Average Revenue Per Order (ARPO) grew by 5.5% to £2.11 (2012: £2.00).

·     Revenues of £96.8m, a year on year increase of 61.9% (2012: £59.8m).

The UK, JUST EAT's largest business, recorded a 67.4% increase in revenue to £68.8m (2012: £41.1m).

Denmark, JUST EAT's most established business, recorded a 15.8% increase in revenue to £11.5m (2012: £10.0m).

·     Underlying EBITDA grew by 518.0%, driven by increased profitability across all its markets, including JUST EAT's "other" markets, to £14.1m at a margin of 14.5% (2012: £2.3m and 3.8% respectively).

The UK delivered increased Underlying EBITDA of £25.5m at a margin of 37.1% (2012: £13.7m and 33.4%).

Denmark also delivered increased Underlying EBITDA of £4.6m at a margin of 40.2% (2012: £4.0m and 40.4%).

·     Cash conversion rate of 109.0% for 2013 (2012: 276.3%), driven by attractive Underlying EBITDA margins, favourable working capital dynamics and low capex requirements.

 

Offer Highlights

·     Intention to list on premium segment of the Official List or High Growth Segment of the London Stock Exchange. A decision on the appropriate listing segment of the Main Market will be made prior to the publication of prospectus.

·     Proceeds from the primary offering of £100 million will be used to support the growth of the Group, with benefits including potential expansion into one or more additional territories and acquisitions of complementary businesses and technologies.

·     The Company intends to target a free float which will at least be consistent with the requirements of the chosen listing segment and may exceed such requirements in certain circumstances.

·     The Offer will provide the Company's senior management, employees, ex-employees and early investors an opportunity for a partial realisation of their investment in the Company.

·     In addition, SM Trust, Index Ventures, Vitruvian Partners, Redpoint Ventures and Greylock Partners (together, the "Selling Shareholders") are each expected to sell a proportion of their shareholding in the Offer.

 

ENQUIRIES

JUST EAT:                                                                                         +44 (0) 20 3667 6900

David Buttress, Group Chief Executive Officer

Michael Wroe, Group Chief Financial Officer

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

Joint Global Co-ordinator, Joint Sponsor and Joint Bookrunner

Anthony Gutman, Richard Cormack, Nick Harper, Clif Marriott

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

Joint Global Co-ordinator, Joint Sponsor / Key Adviser and Joint Bookrunner

Jonathan Wilcox, Greg Chamberlain, James Taylor, Markus Boser

Oakley Capital Limited:                                                                     +44 (0) 20 7766 6900

Co-lead Manager

Christian Maher, Oksana Stowe

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

Public Relations Advisers to JUST EAT

Sarah West, Justine McIlroy, James Olley, Natalia Dyett

Torch Partners:                                                                                  +44 (0) 20 7227 8830

Advisers to JUST EAT

Simon Carmichael, Huw Lloyd



 

Details on JUST EAT and the Offer

 

JUST EAT Business Overview

JUST EAT provides consumers of takeaway food with an easy and secure way to order from takeaway restaurants in their local area. Takeaway restaurants sign contracts with the Company to join the JUST EAT platform and have their menus made accessible to consumers. 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% across the group for the year ended 31 December 2013. In addition, takeaway restaurants that join the JUST EAT network pay sign-up fees that vary in level depending on their geographical market.

 

JUST EAT encourages consumers to shift from telephone based takeaway ordering to its online platform by offering breadth of choice, ratings and reviews, ease of use, including payment by credit or debit card, and a more efficient consumer experience when ordering from local takeaway restaurants.

 

JUST EAT provides takeaway restaurants with a cost-effective channel for consumer acquisition as well as a robust technology platform that can enhance both restaurant productivity during peak ordering hours and kitchen utilisation during off-peak ordering hours.

 

JUST EAT's Three-year Financial Track Record

 

 


Year ended 31 December



2013

2012

2011



(£'000)

(£'000)

(£'000)

Revenue


96,753

59,770

33,765

% growth


61.9%

77.0%


Operating profit/(loss)


6,791

(9,663)

(1,757)

% margin


7.0%

n.a.

n.a.

 

 



Year ended 31 December



2013

2012

2011

Underlying EBITDA[4]


(£'000)

(£'000)

(£'000)

UK


25,519

13,722

4,805

% growth


86.0%

185.6%


Denmark


4,641

4,025

3,159

% growth


15.3%

27.4%


Other


(11,755)

(13,136)

(6,279)

% growth


n.a.

n.a.


Sub-Total


18,405

4,611

1,685

% growth


299.2%

173.6%







Share of results of joint ventures and associates (excluding depreciation and amortisation)

432

(160)

(213)

Head office costs


(4,760)

(2,173)

(1,373)

Underlying EBITDA


14,077

2,278

99

% growth


518.0%

2201.0%


 

Key performance indicators



Year ended 31 December



2013

% change

2012

% change

2011

Number of orders ('000)


40,171

59.0

25,265

81.8

13,897

Average revenue per order


£2.11

5.5

£2.00

1.5

£1.97

Number of active accounts ('000)


5,896

42.6

4,133

70.8

2,420

Number of takeaway restaurants


36,415

21.6

29,939

76.3

16,985

 

 

 

The Board and Appointment of Non-Executive Directors

JUST EAT has assembled an experienced Board of Directors that has extensive, complementary experience in technology, product development and marketing. JUST EAT today announces a significant strengthening of the Board under the continued Chairmanship of John Hughes with the appointment of Andrew Griffith and Gwyn Burr as Independent Non-Executive Directors. Following these appointments, the Board comprises the following: 

John Hughes, CBE                    Non-Executive Chairman

David Buttress                          Group Chief Executive Officer

Michael Wroe                           Group Chief Financial Officer

Benjamin Holmes                      Non-Executive Director

Michael Risman                        Non-Executive Director

Frederic Coorevits                     Non-Executive Director

Laurel Bowden                          Non-Executive Director

Andrew Griffith                         Senior Independent Non-Executive Director

Gwyn Burr                                Independent Non-Executive Director

 

The Company intends to appoint an additional Independent Non-Executive Director within 90 days following Admission. Laurel Bowden has indicated that she intends to resign from the Board within 180 days following Admission. At this point all committees of the Board are expected to be fully compliant with the UK Corporate Governance Code. While the Company's Board composition will not be fully compliant with the UK Corporate Governance Code at Admission, the Company intends to become fully compliant in the medium term.

Further details of the current members of the Board are set out in the back of this announcement.

 



 

Strengths of the JUST EAT Business

 

The Directors believe that the Company's key strengths are:

 

Compounded benefits from underlying growth of the takeaway food market and ongoing shift towards online ordering

JUST EAT's most established countries of operation, the UK and Denmark, have experienced sustained growth in the takeaway food market, supported by evolving consumer behaviour (such as a reduced willingness to cook at home) and expanded consumer appetites for more diverse cuisines. In addition, the Directors believe that the penetration of online ordering within the overall takeaway food market is steadily increasing, driven by general e-commerce adoption trends as well as the specific benefits that JUST EAT offers to both consumers and takeaway restaurants.

 

Attractive local markets in key countries of operation

JUST EAT has market-leading positions in the majority of the 13 countries in which it operates, including in its largest markets - the UK, Denmark, France, Canada, Ireland and Spain. The Directors believe that these countries are among the world's most attractive markets for takeaway food, as they are characterised by factors such as ideal weather conditions for takeaway ordering (long cold winters with diminished daylight hours), a fragmented market of largely independent takeaway restaurants and fewer established restaurant chains offering competing takeaway services, as well as high levels of internet penetration and e-commerce adoption. In the UK in particular, where the fragmented restaurant base is particularly suited to JUST EAT's business model, consumer preferences for varied cuisines have encouraged the growth and diversification of the takeaway industry. For the year ended 31 December 2013, the top ten takeaway restaurants measured by volume of activity on the JUST EAT platform represented less than 1% of orders and commission revenue in the UK and less than 5% in Denmark, and the top 10% of restaurants represented less than 40% of total transaction value and commission revenue in the UK and in Denmark.

 

Competitive advantages for the local market leader through strong network effects

The Directors believe that having a leading competitive position in a given local market drives stronger network effects, creating a self-reinforcing business model. More consumers are drawn to the platform due to the number of takeaway restaurants, which in turn attracts even more takeaway restaurants to the platform. These network effects create a virtuous circle that helps to build the JUST EAT brand and drive consumer engagement in the JUST EAT marketplace. As a result, JUST EAT's competitive advantages in those markets where it is the leader are further reinforced.

 

Strength of the JUST EAT online presence driving consumer traffic

JUST EAT has an established online presence, which helps to drive consumer traffic to the platform. JUST EAT generally appears in the top three in search results for "takeaway food" and related takeaway food searches (e.g., "Chinese, Leeds"). The Company seeks to enhance its online visibility and raise brand awareness through pay-per-click ("PPC") marketing (also known as search engine marketing ("SEM")) and search engine optimisation ("SEO"), and has in-house experts to undertake such marketing activities in a cost effective manner. PPC marketing focuses on sponsored or paid listings that are generated in response to search engine queries (i.e. paid search), while SEO focuses on enhancing the rankings and relevance of JUST EAT's websites in organic search results. On average, the Company is bidding on more than 3.5 million active keywords at any given time. JUST EAT's social media presence, with 2.2 million Facebook fans worldwide and more than 40,000 Twitter followers, is also useful for enhancing brand awareness and attracting consumer traffic to the JUST EAT platform.

 

Strength of the JUST EAT brand driving consumer traffic

The Directors believe that JUST EAT's brand awareness is a key driver of website and mobile app popularity and helps drive consumer traffic to the JUST EAT platform. The JUST EAT brand has benefited from award-winning creative positioning delivered through coordinated multimedia and multi-channel marketing initiatives, and the strength of the brand is reflected by the percentage of orders (approximately 80% for the year ended 31 December 2013 and approximately 88% for the three months ended 31 December 2013) that are made through free traffic to the websites. The Company has invested in television commercials and other advertising with both the immediate effect of directing consumers to the site and the longer term benefit of increased brand recognition. Top-of-mind awareness, which measures the percentage of consumers for whom a given brand is the first brand that comes to mind when a customer is asked an unprompted question about a category, increased for JUST EAT in the takeaway food category from 20% in August 2012 to 40% in December 2013 (in the UK). JUST EAT branding, such as signage on takeaway restaurant windows and logos on food packaging and menus, not only acts as a cost effective marketing tool but is increasingly viewed by takeaway restaurants as an asset due to JUST EAT's brand credibility. By marketing through takeaway restaurants in this manner, the Company can benefit from increased brand visibility at little to no additional cost.

 

Low consumer acquisition costs and predictable consumer usage supporting attractive unit economics

According to the Company's calculations, the cost per active account for the year ended December 2013 was approximately £3.70 in the UK, compared to average revenue per order during the same period of approximately £2.10. Consumer acquisition costs are kept low through cost effective PPC marketing activities and the growing use of mobile apps, which generate an additional source of free traffic. JUST EAT's platform has a high and stable conversion rate of visits to orders, which in the UK was 28% for the year ended 31 December 2013, helping to lower the average consumer acquisition cost. Moreover, consumer re-order rates are stable and predictable, with approximately 50% of consumers returning to the platform after their first order and continuing to order on average 10 times per year thereafter in the UK. As a result, the Company has typically received relatively rapid payback for its consumer acquisition costs and derives high average lifetime values from its consumers. JUST EAT's business model, therefore, benefits from attractive unit economics.

 

Strong and active relationships with takeaway restaurants

JUST EAT maintains strong and active relationships with its takeaway restaurants through regular visits and phone calls by members of the sales team and dedicated telephone support centres. These relationships are underpinned by each restaurant's initial investment upon signing up to the JUST EAT network, as well as the restaurants' ongoing contractual arrangements with the Company, each of which the Directors believe encourages active participation and engagement by both parties. By developing long-term relationships with takeaway restaurants, JUST EAT can also use its industry knowledge and experience to help professionalise the industry by, for example, introducing more advanced order management technology, thereby allowing takeaway restaurants to deliver better service to consumers.

 

Efficient, established and scalable technology platform

The systems used by the Company both enhance the consumer experience of ordering online and deliver business with speed and efficiency to takeaway restaurants. The Directors believe that the Company's installed base of Just Connect Terminals (JCT) and highly scalable back-end systems hosted by Amazon Web Services provide a competitive advantage to JUST EAT over other online takeaway food businesses, in terms of the completeness, accuracy and efficiency of the systems and the ability to scale across many takeaway restaurants.

 

The Company's JCTs are in use in nearly all of JUST EAT's takeaway restaurants in the UK and Denmark. JUST EAT installed JCTs across its network of takeaway restaurants from an early stage and significantly earlier than its competitors' use of equivalent devices. To achieve a comparable installed base and scalable systems of similar complexity would be difficult, costly and time-consuming. The Directors believe, therefore, that this early implementation and widespread roll-out represents a significant competitive advantage. Certain features of JCTs make them particularly well suited to providing fast and reliable service to consumers and more efficient and cost effective service to takeaway restaurants. JCTs provide a closed loop system for the takeaway restaurant to send an order confirmation to the consumer. The closed loop system also allows JUST EAT to monitor the status of orders in progress for better information about takeaway restaurant operations. The quick response time between order and confirmation through JCTs helps takeaway restaurants to deliver better customer service and achieve greater operating efficiency, by reducing order processing times. Moreover, the units require only GPRS connectivity, which reduces the need for broadband infrastructure and provides for fast and easy implementation across takeaway restaurants.

 

Strong track record of growth and profitability in the UK and Denmark

JUST EAT has demonstrated a strong track record of revenue growth in the UK and Denmark. Over the three-year period ended 31 December 2013, JUST EAT's revenue in the UK increased to £68.8 million compared to £21.4 million and its revenue in Denmark increased to £11.5 million compared to £8.8 million, reflecting a CAGR of 79% and 14%, respectively. Moreover, the Directors expect the percentage of takeaway orders placed online to increase over time in the UK, from 20% as at November 2013 to levels more comparable to the 49% observed in Denmark.

 

The margin potential of the JUST EAT model can be seen in Denmark, where the market is well established in terms of online penetration and where the Company enjoys a solid leadership position.

 

For the year ended 31 December 2013, the Denmark business generated an Underlying EBITDA margin of 40.2%. In the UK, JUST EAT's Underlying EBITDA margin has increased over the past three financial years, to 37.1% for the year ended 31 December 2013 compared to 33.4% for 2012 and 22.5% for 2011. As online penetration increases in the takeaway food market and the Company's marketing and other operations become more cost effective, the Directors believe that there is potential for Underlying EBITDA margins in the UK to expand further.

 

Significant opportunity for revenue growth in the Company's other markets         

The Directors believe that JUST EAT has strong growth opportunities across its less established countries of operations (i.e. countries other than the UK and Denmark). Since 2007, the Company has expanded internationally, having entered 11 countries through a combination of organic development and acquisitions. In the majority of these countries, JUST EAT has established a leading presence. In addition, the growth to date of the number of orders and takeaway restaurants in these countries reinforces the Directors' belief that the Company can continue to make use of its scalable technology platform and sales and marketing best practices, amongst other abilities, to further develop these businesses.

 

Potential to expand into takeaway food collection

The Directors believe that the Company can further expand its addressable market by allowing ordering for collection in addition to delivery. This represents another potential market for JUST EAT, and would expand the network to those restaurants that do not offer delivery services. With the increasing popularity of JUST EAT's mobile apps, the Directors anticipate that ordering for collection will become a growing part of the Company's business.

 

Strong cash generation driven by attractive and growing margins, favourable working capital dynamics and low capital expenditure requirements

JUST EAT benefits from a business model that minimises credit risk and has favourable working capital dynamics, whereby the Company receives cash from card transactions within approximately three working days on average and distributes payment to takeaway restaurants twice a month in most countries net of commissions and fees. For the year ended 31 December 2013, 59% of all orders were paid for by credit or debit card. The Company generally receives cash from card transactions in an amount that exceeds the payment amount to be distributed to its takeaway restaurants. Accordingly, the Company has very low bad debt. In addition, the Company is able to recoup the majority of its capital expenditure requirements, as takeaway restaurants subsidise the cost of JCTs through the connection fee charged by JUST EAT.

 

Experienced management team

JUST EAT's strong track record of growth has been delivered by its established and experienced management team. The Company's senior management team has significant expertise across functional areas such as information technology, technology product development and marketing. The Chief Executive Officer, David Buttress, led the UK business from launch in 2006, while the Chief Financial Officer, Mike Wroe, joined the business in 2008 and has extensive experience in CFO and Finance Director roles. The Directors believe that the management team's expertise and continuity are important advantages in a rapidly growing market.

 

JUST EAT's Strategy

 

The principal elements of the Company's strategy are to:

 

Continue to improve the consumer experience to maintain JUST EAT's leading market positions

JUST EAT intends to grow its leading positions in the market for online takeaway food by enhancing the consumer experience in the following ways:

 

·     More choice in takeaway restaurants

By expanding its network of takeaway restaurants, the Company can broaden and diversify the range of choices available to consumers across existing and new local markets.

·     Improved technology platform

The Company intends to improve the JUST EAT user interface through new website functionalities, as well as enhanced offerings for mobile devices, such as regularly updated and improved mobile apps that can store previous order details and enable ordering for collection.

·     More information and improved ordering experience

Moreover, JUST EAT intends to maintain its focus on customer service. It is seeking to enhance the consumer's ability to keep track of timing for the overall process of placing an order, receiving the order confirmation, and being informed of the processing and delivery statuses. In addition to information about the status of orders, the Company is considering introducing features to allow consumers to access more information about the takeaway restaurants themselves, such as more reviews, nutrition and allergy information, and details relating to other dietary requirements. The use of email communications that are tailored to consumers' demonstrated preferences can provide further informed choice.

Enhance offering to takeaway restaurants

The Company intends to continue to enhance its offering to takeaway restaurants in the following ways:

 

·     Increase order volume and order value

As the business expands, JUST EAT intends to deliver higher order volumes to takeaway restaurants by virtue of the informed choice, convenience and ordering experience that its platform offers to consumers of takeaway food. JUST EAT also intends to help generate higher average order values through upselling to consumers, and to further develop its promotions platform to encourage more ordering activity during quiet periods. Finally, the Company will seek to make use of its valuable database of user information to generate increased order volumes and increase its engagement with consumers, for example, through targeted email newsletters announcing new local takeaway restaurants.

·     Better tools for takeaway restaurants

JUST EAT intends to offer better tools for takeaway restaurants to enhance their business, such as new models of JCTs, more advanced electronic point-of-sale ("EPOS") systems for in-store order management and order status tracking, as well as the Partner Centre, where takeaway restaurants can order merchandise from JUST EAT and otherwise monitor their level of business activity with the Company. As a first step towards being able to offer the EPOS tool to takeaway restaurants, JUST EAT recently acquired Meal 2 Order.com Limited.

·     Better marketing and more targeted promotions

JUST EAT will also continue to develop marketing strategies that benefit its network, such as additional opportunities for on-platform advertising by takeaway restaurants. The Company will continue to assist takeaway restaurants to even out supply and demand imbalances for takeaway food, by encouraging restaurants to offer special promotions during quiet periods (i.e., Monday to Thursday).

 

The Directors believe that, as a result of these initiatives, takeaway restaurants will view the JUST EAT platform as increasingly important and value enhancing for their businesses.

 

Continue transition to mobile based order platform

The Company intends to continue its transition to a mobile-first strategy, as increasing numbers of consumers are favouring mobile devices for online purchases. In December 2013, 53.8% of the orders received in the UK were placed from mobile devices, either through the Company's mobile apps or mobile websites. The Company intends to continue to upgrade its technology on a regular basis, for example by releasing enhanced apps for the iPhone and iPad, in order to continue to provide a convenient, efficient and reliable service for the increasing proportion of consumers for whom mobile has become the preferred platform for conducting e-commerce transactions.

 

Continue to build the JUST EAT brand

The Company intends to continue to increase brand awareness through coordinated online and other marketing initiatives, which should help to drive existing consumer re-order rates by helping the brand to remain top-of-mind, as well as enabling JUST EAT to acquire new consumers and attract more takeaway restaurants. In particular, JUST EAT plans to continue to raise its profile by focusing its marketing efforts on further television advertising campaigns, and by continuing to deliver better service to consumers through its customer care team. The Company's SEO marketing is also aimed at increasing free traffic by enhancing the rankings of the JUST EAT websites on popular search engines.

 

Improve operational efficiency and margins

JUST EAT plans to continue to improve its profitability by pursuing operational excellence and capturing further margin potential. In addition to sharing technology costs by further integrating the existing JUST EAT platforms, the Company intends for other costs, including marketing expenditure, to decrease as a percentage of revenue. The Directors also expect that continuing investment in brand awareness and enhanced SEO and PPC marketing strategies will help to drive free or lower cost traffic and may potentially lower overall consumer acquisition costs. Where appropriate, the Company will also improve its order management system to maintain cost discipline, for example with regard to the number and location of order management staff.

 

Strengthen competitive position in existing markets and potentially expand into new countries via selective acquisitions

JUST EAT intends to pursue opportunities to strengthen and develop its business. The Company plans to grow within its existing countries of operation by continuing to invest in technology, marketing and the sales team, as well as through newer initiatives such as enhancing the network's ability to allow consumers to order food for collection in addition to delivery and by acquiring and integrating complementary businesses. In the right circumstances, JUST EAT may potentially expand by entering new geographies via the acquisition of market leaders with positions of scale in those countries. The Company is also prepared to strengthen its business by divesting operations, if doing so is likely to be value-enhancing.

 



 

Details of the Offer

 

·     Intention to list on premium segment of the Official List or High Growth Segment of the London Stock Exchange. A decision on the appropriate listing segment of the Main Market will be made prior to the publication of prospectus.

·     The Offer will comprise of an offer of new Shares to be issued by the Company (to raise gross primary proceeds of approximately £100 million) and an offer of existing Shares to be sold by the selling shareholders.

·     Primary proceeds will provide additional capital to support the growth of the Group, with benefits including potential expansion into one or more additional territories and acquisitions of complementary businesses and technologies.

·     The Company intends to target a free float which will at least be consistent with the requirements of the chosen listing segment and may exceed such requirements in certain circumstances.

·     The Offer will provide the Company's senior management, employees, ex-employees and early investors an opportunity for a partial realisation of their investment in the Company.

·     In addition, SM Trust, Index Ventures, Vitruvian Partners, Redpoint Ventures and Greylock Partners (together, the "Selling Shareholders") are each expected to sell a proportion of their shareholding in the Offer in order to achieve the target free float. 

·     Each of the Company, its Directors, the Selling Shareholders and certain other senior management of the Group will agree to customary lock-up arrangements in respect of their holding of Shares for a specified period of time following Admission.

·     It is intended that an over-allotment option of up to 7.5 per cent. of the total offer size will be made available by certain of the Selling Shareholders.

·     Full details of the Offer will be included in the prospectus expected to be published in the coming weeks.

·     It is expected that the Offer will complete during April 2014.

·     In relation to the Offer, Goldman Sachs International ("Goldman Sachs") and J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove")) are acting as Joint Global Co-ordinators, Joint Bookrunners and, in the event the Company lists on the premium segment of the Official List, Joint Sponsors.  J.P. Morgan Cazenove is acting as the Key Adviser to the Company in the event that a listing on the High Growth Segment is pursued. Oakley Capital Limited ("Oakley") is acting as Co-lead Manager.

·     Brunswick Group are acting as Public Relations Advisor to the Company and Torch are acting as advisers to the Company.

 



 

Biographies of the Board of Directors

The details of the current members of the Board are set out below:

John Hughes, CBE (62), Non-Executive Chairman

Appointed as a director of the Company in December 2011, Mr. Hughes has more than thirty years' experience leading complex, high technology businesses operating at a global level. This has included senior executive positions at Thales Group (where he was latterly Executive Vice President and Chief Operating Officer, responsible for an organisation with over 25,000 people), Lucent Technologies (where his responsibilities included being President of its worldwide Global System for Mobile communication (GSM) and Universal Mobile Telecommunications System (UMTS) businesses), and Hewlett Packard. Mr Hughes currently serves as Chairman of the Board for Sepura plc, Spectris plc, and Telecity plc; he also serves as a Non-Executive Director at CSG Systems International Inc. Mr. Hughes holds a Bachelor of Science in Electrical and Electronic Engineering from University of Hertfordshire (formerly Hatfield Polytechnic). He was awarded the CBE for services to international telecommunications in the Queen's 2011 New Year Honours List.

 

David Buttress (38), Group Chief Executive Officer

Appointed Group Chief Executive and a director of the Company in 2013, Mr. Buttress joined JUST EAT in March 2006 to help launch its UK business. Mr. Buttress started his career with Coca-Cola Enterprises at the start of 1998. During his time at Coca-Cola he had a variety of senior sales roles before moving into the internet world with JUST EAT. He won the prestigious Account Manager of the Year award when he was managing the key national restaurant customers in the UK for Coca-Cola. Mr. Buttress holds a Bachelor of Arts (Hons.) in Law & Business from Middlesex University Business School.

 

Michael Wroe, FCA (45), Group Chief Financial Officer

Appointed a director of the Company in 2013, Mr. Wroe joined JUST EAT in late 2008 as Chief Financial Officer. Prior to joining JUST EAT, he was Chief Financial Officer at telecommunications software business Nexagent. Prior to joining Nexagent, he was Chief Financial Officer of listed Radio Frequency Identification (RIFD)/Near Field Communication (NFC) chip design business Innovision Research and Technology plc which went public in 2001. Mr. Wroe now has over 20 years' commercial experience having qualified as a chartered accountant in 1993 with Deloitte. Mr. Wroe holds a Joint Honours Bachelor of Science in Chemistry and Management Studies from The University of Nottingham.

 

Benjamin Holmes (40), Non-Executive Director

Appointed a director of the Company in July 2009, Mr Holmes is a General Partner at Index Venture Management LLP, based in the London office which he joined in 2002. He is most active in e-commerce and consumer investments and played a key role in building the portfolio of games investments. His other investments on behalf of Index Venture Management LLP include Secret Escapes, Notonthehighstreet.com, Shapeways, King and Trustpilot. Prior to Index Venture Management LLP he worked as an investment manager at New Media Spark and as a consultant at OC&C Strategy Consultants. He graduated with a Master in Engineering, Economics and Management from Oxford University.

 

Michael Risman (45), Non-Executive Director

Mr. Risman was appointed as a director of the Company in March 2014. Mr. Risman also acted as the primary representative of the former corporate director of the Company, Vitruvian Directors 1 Limited, from April 2012 to March 2014. Mr. Risman is a Managing Partner at Vitruvian and one of the founders of the firm. Mr. Risman's eighteen year track record in private equity includes numerous transactions in Europe and the US. At Vitruvian, Mr. Risman focuses on leading technology and technology-influenced investments including those driven by the internet. He is currently Chairman of the board for Flexpay (Linnealex AB), Snow Software (Iglu Intressenter AB) and Unicom (Etihad Topco Limited) and also serves as a director on the board of Inenco (Energy ServicesTopCo Limited) for the Vitruvian funds. Prior to founding Vitruvian in 2005, Mr. Risman was a Global Equity Partner at Apax Partners and led the technology team in Europe. Mr. Risman holds a Master of Business Administration from Harvard Business School and a Master (MA) in Electrical Engineering and Management from Cambridge University.

 

Frederic Coorevits (43), Non-Executive Director

Appointed a director of the Company in July 2009, Mr. Coorevits is an advisor for SM Trust for which he has been working for more than 10 years. He manages SM Trust's portfolio of investments which focus on the areas of e-commerce and cloud computing. Prior to this, Mr. Coorevits worked as finance director for i-spire plc and as senior manager for PricewaterhouseCoopers transaction services in London. Mr. Coorevits holds a Master in Business Administration and a Master in Organic Chemistry from Louvain (Belgium).

 

Laurel Bowden (48), Non-Executive Director

Appointed a director of the Company in March 2011, Ms Bowden is a General Partner at Greylock IL, which she joined in 2008, and is based in London. Ms Bowden has over 10 years' investment experience, primarily in technology businesses. She has led investments in companies such as Hybris, Qliktech, and Notonthehighstreet.  She joined Greylock from JVP, where she was a General Partner, covering investments in Europe. Prior to JVP, Laurel was a Director at GE Capital in London, where she led the team responsible for acquisitions in consumer and transport finance in Europe. Ms Bowden holds a Bachelor of Science in Electrical Engineering from the University of Cape Town and a Master in Business Administration from INSEAD.

 

Andrew Griffith (43), Senior Independent Non-Executive Director

Appointed a director of the Company in March 2014, Mr. Griffith accepted the role of senior Independent Non-Executive Director. Mr. Griffith has served as Chief Financial Officer of British Sky Broadcasting Group plc ("BSkyB") since April 2008 and, since 2012, has in addition had executive responsibility for BSkyB's commercial businesses, including advertising, data services and broadcasting to licensed premises. Mr. Griffith joined BSkyB in 1999 from Rothschild, the investment banking organisation, where he provided financial and strategic advice to corporate clients in the technology, media and telecommunications sector. Mr. Griffith is a member of the 100 Group of Finance Directors and he serves on the Advisory Board of the Oxford University Centre for Business Taxation and a number of BSkyB associate companies including Tour Racing Limited, the holding company of the Team Sky professional cycling team. Mr. Griffith is a qualified Chartered Accountant and holds a Bachelor of Law from The University of Nottingham.

 

Gwyn Burr (51), Independent Non-Executive Director

Appointed a director of the Company in March 2014, Ms. Burr is an Independent Non-Executive Director of Hammerson plc, where she sits on the audit and remuneration committees. She was appointed a Non-Executive Director of Sainsbury's Bank plc in September 2006, where she currently chairs the nomination committee and is a member of the remuneration and risk committees. She is also a Non-Executive Director of the Financial Ombudsman Service Limited and Wembley National Stadium Limited. From May 2005 to March 2013, Ms. Burr was Customer Director and a member of the operating board for J Sainsbury plc, with responsibility for brand, own brand customer service, corporate communications and corporate and social responsibility. In 2010, she added human resources to her remit. Ms. Burr spent her early career at Asda, where she became Marketing Director in 1996 and subsequently progressed to roles as Customer Service Director and Financial Services Director. Between leaving Asda in 2001 and joining Sainsbury's in 2005, she founded The Resultant Team marketing consultancy. Ms. Burr holds a Bachelor of Arts in Economics and History from The University of Bradford.

 

Forward-looking Statements

This announcement contains "forward-looking" statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of Just-Eat Group Holdings Limited, to be re-registered and renamed as JUST EAT plc ("JUST EAT") and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "projects", "anticipates", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors or JUST EAT with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of JUST EAT and the industry in which it operates. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing JUST EAT. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Group disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Conduct Authority or the London Stock Exchange's High Growth Segment Rulebook.

 

Important notice

 

Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

 

The securities of JUST EAT have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within 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 applicable state law. There will be no public offer of the securities in the United States.

 

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.

 

This announcement is not an offer of securities for sale in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus intended to be published by JUST EAT in due course in connection with the proposed admission of its ordinary shares to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the Main Market for listed securities of the London Stock Exchange or trading on the High Growth Segment of the Main Market for listed securities of the London Stock Exchange. Copies of the Prospectus will, following publication, be available for inspection from the Company's registered office at Masters House, 107 Hammersmith Road, London W14 0QH and from the Company's website www.just-eat.com.

 

Any purchase of Shares in the proposed Offer should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Offer. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published.The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities 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 therefor.

 

This announcement does not constitute a recommendation concerning the Offer. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus, when published. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. There is no guarantee that Admission will occur and you should not base your financial decisions on JUST EAT's intentions in relation to Admission at this stage. Potential investors should consult a professional advisor as to the suitability of the Offer for the entity concerned.

 

Goldman Sachs 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") and Oakley which is authorised and regulated by the FCA are acting exclusively for JUST EAT and no-one else in connection with the Offer. They will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than JUST EAT for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

 

In connection with the Offer, each of Goldman Sachs , J.P. Morgan Cazenove and Oakley and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of JUST EAT or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Goldman Sachs International, J.P. Morgan Cazenove, Oakley or any of their respective affiliates acting as investors for their own accounts. Goldman Sachs, J.P. Morgan Cazenove and Oakley and their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

 

None of Goldman Sachs, J.P. Morgan Cazenove, Oakley or any of their respective affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to JUST EAT, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

 

In connection with the Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

 

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

 

 



[1] Based on average search volume according to Google keyword research tool.

[2] Source: Company estimate.

[3] In a trial survey of selected takeaway restaurants in 2013.

[4] "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, foreign exchange gains and losses and 'other gains and losses' (being profits or losses arising on the disposal of operations) . At a segmental level, Underlying EBITDA also excludes intra-group franchise fee arrangements and incorporates an allocation of Group technology costs.


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