Cat Rock Capital Issues Statement Regarding Investment in Just Eat

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Cat Rock Capital Management LP (together with its affiliates, Cat Rock Capital or Cat Rock), a long-term oriented investment firm and beneficial owner of approximately 13.0 million shares of the common stock of Just Eat plc (Just Eat or the Company) (LSE: JE), representing circa 2% of Just Eats outstanding shares, today issues the following statement regarding its investment in Just Eat:

We are pleased to hear that the Just Eat Board seems to appreciate the opportunity to create value through consolidation. We urge the Board to translate these words into specific and tangible actions over the coming months.

Since we wrote our letter in December, Just Eats share price has appreciated approximately 35% as investors have come to expect positive change at the Company. There will no doubt be significant disappointment if the Board fails to deliver on the opportunity to create value for all Just Eat shareholders.

Just Eats Board and shareholders should be under no illusions about the need for highly experienced leadership. Just Eat spent £21m on delivery in the UK and yet likely grew UK orders only high-single digits organically in the fourth quarter. These are not strong results that show that the status quo is working. Instead, they only underscore the need for a world-class CEO with online food delivery experience.

Notwithstanding the poor UK performance, Just Eats 43% overall revenue growth in 2018 is a testament to the high quality and significant growth opportunity of the business. We remain very excited about the value that can be created under leadership with deep online food delivery experience.

We respect and appreciate Peter Duffys decision to withdraw from the CEO search process, allowing the Board to secure a leader with the appropriate online food delivery experience. We believe that a merger with a well-run industry peer is a very attractive avenue for securing world-class leadership, delivery expertise, and a premium. We and other shareholders continue to urge the Board to invest the serious time and effort required to secure this favorable outcome for shareholders.

Cat Rocks previously released open letters to the Just Eat Board can be downloaded and read in full at JustEatMustDeliver.com.

Sidley Austin LLP is serving as legal advisor 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.

DISCLAIMER

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 offer to purchase or sell or a solicitation of an offer to purchase or sell any securities or other investments in the Company 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.

FORWARD LOOKING STATEMENTS

This press release and the letter contain certain forward-looking statements and information that are based on Cat Rock Capitals 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 assumption 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 the 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.

Investors
Cat Rock Capital
+1 (203) 992-4630
[email protected]

Media
Kepler Communications
Charlotte Balbirnie
+44
(0) 7989 528421
[email protected]