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Just Eat plc

Just Eat Reject Prosus N.V.'s revised Offer

Prosus N.V. announced revised terms of 740 pence per share in cash to acquire the entire issued and to be issued share capital of Just Eat plc (LON: JE.)

The Board of Just Eat has now considered the terms of the Prosus Offer and continues to believe that it significantly undervalues Just Eat and its attractive assets and prospects both on a standalone basis and as part of the proposed recommended all-share combination with Takeaway.com N.V.. Accordingly, the Board of Just Eat unanimously recommends that shareholders reject the Prosus Offer of 740 pence per share.

Just Eat is a leading, strategic asset in the food delivery sector and the Board of Just Eat continues to believe that the Prosus Offer fails to reflect appropriately the quality of Just Eat and its attractive assets and prospects, the benefits of first mover advantage in a consolidating sector, and, on the basis of its own analysis, the future upside available to Just Eat shareholders through remaining invested in Just Eat and the Takeaway.com Combination.

The Prosus Offer of 740 pence per share represents:

· a premium of only 16% to Just Eat’s undisturbed price of 635.6 pence on 26 July 2019 (being the last business day before the date on which Takeaway.com and Just Eat announced a possible all-share combination);

· a discount of 5% to Just Eat’s closing price of 777 pence on 6 December 2019 (being the last business day before the announcement of the revised terms of the Prosus Offer); and

· a premium of only 4% to the value of the offer by Prosus of 710 pence per share which was announced on 22 October 2019.

Taking into account all of the above, the Board unanimously recommends that shareholders reject the Prosus Offer of 740 pence per share and continues to believe that the Takeaway.com Combination is based on a compelling strategic rationale that allows shareholders to participate in the upside potential of the enlarged group and, based on its own analysis, will deliver greater value creation to Just Eat Shareholders than the Prosus Offer of 740 pence per share in cash.