Cat Rock Capital Comments on Revised Takeaway.com Offer for Just Eat

Final Takeaway.com Offer for Just Eat Is a Win-Win for Both Companies

Just Eat Shareholders Could Realize 1,300p per Share by End of 2020 with Revised Offer

Takeaway.com Secures High-Quality Business at Compelling Price

Cat Rock Capital Management LP (together with its affiliates, "Cat Rock Capital"), a long-term oriented investment firm and beneficial owner of approximately 17.7 million shares of the common stock of Just Eat plc ("Just Eat" or the "Company") JE, representing circa 3% of Just Eat's outstanding shares,⁽¹⁾ today issued the following statement regarding the proposed offer for Just Eat from Takeaway.com N.V. ("Takeaway.com").

Alex Captain, Founder and Managing Partner, Cat Rock Capital Management LP, commented:

"The revised Takeaway.com offer for Just Eat is a fantastic win-win for both companies.

"Just Eat shareholders will meaningfully participate in the tremendous upside of the combined business, while Takeaway.com shareholders significantly increase the scale of their company at a compelling value.

"At the revised Takeaway.com offer price, Just Eat shares could comfortably be worth 1,300p per share by the end of 2020 based on consensus revenue estimates and a multiple of 7.5x forward revenue, which is consistent with historical trading and our estimates of normalized profitability for both businesses.⁽²⁾ On the same basis, Takeaway.com shares would be worth over €125 per share, representing over 50% upside in one year.

"While Takeaway.com stock fell around 10% on the announcement of this revised offer, we believe the increased level of certainty around completing this transaction is incredibly positive for Takeaway.com shareholders. Takeaway.com is buying a business with over 2.5x its revenue at approximately 50% of its own valuation (4.5x 2020 consensus revenue for Just Eat vs. 9.1x for Takeaway.com).⁽³⁾ Just Eat and Takeaway.com both reported comparable organic revenue growth in 2018 (just over 40% in each case), and Just Eat reported higher EBITDA margins (24% at Just Eat vs. -5% at Takeaway.com before German consolidation).⁽⁴⁾ Just Eat is a great business that has been undermanaged, and we believe Takeaway.com is well-positioned to unlock its significant potential.

"We own 6% of Takeaway.com and are one of the largest outside owners. As long-term shareholders, we believe Jitse Groen and his team have secured a great deal for Takeaway.com. We encourage interested parties to review our December 10^th presentation on the merits of this combination at JustEatMustDeliver.com.

"The Takeaway.com short-interest was 22% of its float prior to today's announcement, and merger arbitrage activity yet again seems to be pressuring the stock.⁽⁵⁾ We think the technical dynamics around the Takeaway.com stock price have created a buying opportunity for long-term shareholders that is similar to the one that occurred after Delivery Hero announced its open-market sales of Takeaway.com stock in September.

"We hope Just Eat shareholders join us in accepting this final Takeaway.com offer at the earliest possible time so that the two companies can begin focusing on capturing the great value creation opportunity ahead of them.

"We would also like to thank Mike Evans and the Just Eat Board for their significant efforts to drive value for Just Eat shareholders since we wrote our first open letter a year ago. The Just Eat Board has clearly secured a great outcome for shareholders through its work."

Cat Rock's previously released open letters regarding Just Eat can be downloaded and read in full at JustEatMustDeliver.com.

Sidley Austin LLP and White & Case LLP are serving as legal advisors to Cat Rock Capital Management LP.

About Cat Rock Capital Management LP

Cat Rock Capital Management LP is a long-term focused investment firm that manages capital on behalf of pension funds, endowments, foundations, and other institutional investors. It seeks to invest in a select number of high-quality companies, with a long-term approach that emphasizes deep fundamental research. Cat Rock Capital is based in Connecticut, USA and was founded in 2015 by Alex Captain, a former Partner at Tiger Global Management.

Notes:

(1) Cat Rock also owns approximately 3.6 million shares of Takeaway.com.

(2) 2021 consensus revenue forecasts and GBP/EUR exchange rate according to S&P Capital IQ as of 19 December 2019. Historical trading multiples according to Bloomberg as of 19 December 2019. Takeaway.com Average TEV / NTM Revenue since IPO = 8.3x, Just Eat Average TEV / NTM Revenue since IPO = 7.2x. Normalized profit estimate based on a 35% EBIT margin assumption. Support for historical trading multiples and normalized free cash flow margin estimate available at JustEatMustDeliver.com/Takeaway-Offer-Valuation.

(3) 2020 consensus revenue forecasts according to S&P Capital IQ as of 19 December 2019.

(4) Just Eat 2018 organic revenue growth based on revenue, adjusted for the HungryHouse acquisition, reported in Just Eat 2018 Annual Report dated 25 March 2019. Takeaway.com 2018 organic revenue growth based on revenue, adjusted for the 10bis acquisition, reported in Takeaway.com 2018 Annual Report dated 13 March 2019. Just Eat 2018 EBITDA margin based on revenue and EBITDA reported in Just Eat 2018 Annual Report dated 25 March 2019. Takeaway.com 2018 EBITDA margin based on revenue and EBITDA reported in Takeaway.com 2018 Annual Report dated 13 March 2019.

(5) Short-interest according to S3 Research as of 18 December 2019.

DISCLAIMER

Cat Rock Capital Management LP and certain of its affiliates and controlling persons (collectively, "Cat Rock Capital"), is publishing this announcement solely for the information of other shareholders in Just Eat plc. This announcement is provided merely for general informational purposes and is not intended to be, nor should it be construed as (1) investment, financial, tax or legal advice, or (2) a recommendation to buy, sell or hold any security or other investment, or to pursue any investment style or strategy. Neither the information nor any opinion contained in this announcement constitutes an inducement or offer to purchase or sell or a solicitation of an offer to purchase or sell any securities or other investments in Just Eat plc ("Just Eat"), Takeaway.com N.V. ("Takeaway.com"), or any other company by Cat Rock Capital or any fund or other entity managed directly or indirectly by Cat Rock Capital in any jurisdiction. This announcement does not consider the investment objective, financial situation, suitability or the particular need or circumstances of any specific individual who may access or review this announcement and may not be taken as advice on the merits of any investment decision. Any person who is in any doubt about the matters to which this announcement relates should consult an authorised financial adviser or other person authorised under the UK Financial Services and Markets Act 2000. To the best of Cat Rock Capital's ability and belief, all information contained herein is accurate and reliable, and has been obtained from public sources that Cat Rock Capital believes to be accurate and reliable. However, such information is presented "as is", without warranty of any kind, whether express or implied. All expressions of opinion are subject to change without notice, and Cat Rock Capital does not undertake to update or supplement any of the information, analysis and opinion contained herein. This announcement, and its content, distribution and use, is subject to the terms specified at www.JustEatMustDeliver.com.

FORWARD LOOKING STATEMENTS

This announcement contains certain forward-looking statements and information that are based on Cat Rock Capital's beliefs, as well as assumptions made by, and information currently available to, Cat Rock Capital. These statements include, but are not limited to, statements about strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements that are not historical facts. When used herein, words such as "anticipate," "believe," "estimate," "expect," "intend," "plan" and "project" and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual results, performance or achievements may vary materially and adversely from those described herein. There is no assurance or guarantee with respect to the prices at which any securities of Just Eat, Takeaway.com, or any other company will trade, and such securities may not trade at prices that may be implied herein. Any estimates, projections or potential impact of the opportunities identified by Cat Rock Capital herein are based on assumptions that Cat Rock Capital believes to be reasonable as of the date hereof, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences may be material and adverse. No representation or warranty, express or implied, is given by Cat Rock Capital or any of its officers, employees or agents as to the achievement or reasonableness of, and no reliance should be placed on, any projections, estimates, forecasts, targets, prospects or returns contained herein. Any historic financial information, projections, estimates, forecasts, targets, prospects or returns contained herein are not necessarily a reliable indicator of future performance. Nothing in these materials should be relied upon as a promise or representation as to the future.

PERMITTED RECIPIENTS

In relation to the United Kingdom, this announcement is being issued only to, and is directed only at, (i) investment professionals specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"), (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of Just Eat or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Permitted Recipients"). Persons who are not Permitted Recipients must not act or rely on the information contained in this announcement.

DISTRIBUTION

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.

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