JEOL : Statement re Announcements by CMA and Takeaway.com

RNS Number : 8418A

JUST EAT plc

24 January 2020

Just Eat plc

24 January 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

Just Eat plc ('Just Eat')

Statement regarding announcements by the Competition and Markets Authority (the 'CMA') and Takeaway.com N.V. ('Takeaway.com')

The Board of Just Eat (the 'Board') notes the announcement made today by the CMA that is it investigating the combination of Takeaway.com and Just Eat (the 'Just Eat Takeaway.com Combination'). The Board also notes the announcement made yesterday by Takeaway.com that it had been informed by the mergers intelligence committee of the CMA on 22 January 2020 that the CMA has reconsidered its position regarding the Takeaway.com Combination and that CMA intends to undertake a targeted investigation focused on assessing whether Takeaway.com would (absent the Just Eat Takeaway.com Combination) have re-entered the UK market.

Just Eat confirms that such a merger investigation by the CMA is non-suspensory and will not affect the ability of Takeaway.com to declare the offer by Takeaway.com for Just Eat (the 'Takeaway.com Offer') unconditional in all respects and to proceed with settlement. The approval of the CMA is not a specific condition to the Takeaway.com Offer.

On 22 January 2020, Takeaway.com announced that it expected the Takeaway.com Offer to become unconditional in all respects on 24 January 2020. Just Eat notes the announcement earlier today by Takeaway.com that it now expects the timetable to be delayed by a week and that the Takeaway.com Offer will become unconditional in all respects on 31 January 2020 and the listing of Just Eat shares is expected to be cancelled before market open on 2 March 2020.

Just Eat also notes the announcement by Takeaway.com that is has received acceptances representing approximately 90.2 per cent. of the voting rights of Just Eat and that, following the Takeaway.com becoming unconditional in all respects, Takeaway.com will initiate the process to compulsorily acquire the outstanding shares in Just Eat.

Just Eat will make a further announcement as appropriate.

Enquiries

Just Eat[phone]

Chris Dyett, Natalia Dyett, Investor Relations

Jo de Koning, Ellen Freeth, Corporate Communications [e-mail]

Goldman Sachs International (Financial adviser and corporate broker to Just Eat)

Anthony Gutman [phone]

Nick Harper

Clif Marriott

Duncan Stewart

Oakley Advisory (Financial adviser to Just Eat)

Christian Maher [phone]

Marc Jones

Max Gilbert

UBS (Financial adviser and corporate broker to Just Eat)

Rahul Luthra [phone]

Craig Calvert

Sandip Dhillon

Christian Lesueur

Brunswick Group LLP[phone]

Sarah West

David Litterick

James Baker

About Just Eat

Just Eat plc (LSE: JE) operates a leading global hybrid marketplace for online food delivery. Headquartered in London, we use proprietary technology to offer a quick and efficient digital ordering service for over 26 million customers and more than 100,000 Restaurant Partners across the UK, Australia & New Zealand, Canada, Denmark, France, Ireland, Italy, Mexico, Norway, Spain, Switzerland and Brazil.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Just Eat and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Just Eat for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.

Oakley Advisory, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Just Eat and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Just Eat for providing the protections afforded to clients of Oakley Advisory, or for providing advice in connection with the matters referred to in this announcement.

UBS AG London Branch ('UBS') is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting as financial adviser to Just East and no one else in connection with the matters set out in this Announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any person other than Just Eat as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

Publication of this announcement

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Just Eat's website at www.justeatplc.com, by no later than 12 noon (London time) on 24 January 2020. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Important notice

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Market Abuse Regulation

This press release contains inside information as meant in article 7(1) of the Market Abuse Regulation.

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