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NASPERS LIMITED - Cash offer for Just Eat plc by Prosus N.V. through Its Wholly-Owned Indirect Subsidiary MIH Food Delivery Holdings

Release Date: 22/10/2019 10:00
Code(s): NPN     PDF:  
Wrap Text
Cash offer for Just Eat plc by Prosus N.V. through Its Wholly-Owned Indirect Subsidiary MIH Food Delivery Holdings

Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
(“Naspers”)


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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

22 October 2019


Cash Offer For Just Eat plc by Prosus N.V. through Its Wholly-Owned Indirect Subsidiary MIH
Food Delivery Holdings B.V.

Summary

•      The board of Prosus N.V. (Prosus) announces the terms of a cash offer pursuant to which its
       wholly-owned subsidiary MIH Food Delivery Holdings B.V. (MIH) shall offer to acquire the entire
       issued and to be issued ordinary share capital of Just Eat plc (Just Eat) (the Offer).

•      Prosus has recently approached the board of directors of Just Eat with a number of indicative
       proposals to acquire Just Eat. Prosus and the Just Eat board have not managed to reach
       agreement. Consequently, Prosus is making this announcement in order to give Just Eat
       Shareholders the opportunity to consider the Offer.

•      Under the terms of the Offer, Just Eat Shareholders will be entitled to receive:

                           710 pence in cash for each Just Eat Share

•      The terms of the Offer value the entire issued and to be issued ordinary share capital of Just
       Eat at approximately £4.9 billion and represent a premium of approximately:

           o   20 per cent. to the value of the Takeaway.com Offer of 594 pence per Just Eat Share
               based on Takeaway.com’s Closing Price on 21 October 2019 (being the last Business
               Day before the date of this Announcement) of €71.00;

           o   20 per cent. to the Closing Price of 589 pence per Just Eat Share on 21 October 2019
               (being the last Business Day before date of this Announcement); and

           o   12 per cent. to the Closing Price of 636 pence per Just Eat Share on 26 July 2019
               (being the last Business Day before the commencement of the Offer Period).


Background to and reasons for the Offer
                                                


•   Having had access to, and reviewed, certain due diligence information made available by Just
    Eat in accordance with the City Code, Prosus believes that the terms of its all-cash Offer provide
    certainty and compelling value for Just Eat Shareholders. Since the start of the Offer Period the
    High Growth Internet Sector and Online Food Delivery Sector have fallen 16.9 per cent. and
    15.0 per cent. respectively. The Takeaway.com Share Price has fallen 15.0 per cent. during
    this period. Against this backdrop, continued market volatility and macro-economic uncertainty,
    the Prosus Offer provides Just Eat Shareholders the certainty of an all-cash Offer.

•   Just Eat operates a global marketplace for food delivery operating across 13 markets. Just Eat
    has leading market positions in many of these markets, with a history of profitable growth driven
    largely by its best in class marketplace model. We understand that Just Eat management
    considers growing its own delivery proposition an important part of their strategy for the
    business.

•   Based on Prosus’s global experience and having met Just Eat management and reviewed the
    information provided, Prosus believes that the business will require substantial investment, in
    excess of that planned by Just Eat management. Prosus believes that this investment is
    required to enhance product, technology and own delivery capabilities in order to maintain its
    growth and defend its market positions in the face of intense competition. Just Eat’s Q3 Trading
    Update demonstrated a significant slowdown in order growth, which highlights the need to
    accelerate this investment to sustain its competitive advantage.

•   Prosus does not believe that the proposed combination with Takeaway.com will fully or
    effectively address this investment need. Whilst Takeaway.com has invested in its own delivery
    proposition Scoober, it represented only 4.9 per cent. of Takeaway.com’s reported total orders
    in the first half of 2019. Furthermore, Takeaway.com executives have publicly expressed their
    lack of conviction in the ability of own-delivery operations to break even in either Continental
    Europe or the UK.

•   Prosus is one of the leading global operators and investors in the Food Delivery sector, with a
    portfolio of leading Food Delivery businesses and investments, including iFood, Delivery Hero
    and Swiggy. These businesses have a presence in over 40 countries with a number one
    position in 35 of these, and cover in excess of four billion people with over four hundred
    thousand restaurant partners.

•   Prosus has a strong track record of partnering with management teams to drive innovation and
    value creation and generate robust returns. Prosus has invested approximately US$2.8bn into
    the sector since FY16, and its investment and support have helped its portfolio companies to
    accelerate growth, product development and innovation. In Latin America, Prosus has
    supported iFood’s own delivery rollout, transforming it from a pure marketplace operator into
    the leading hybrid operator. In India, Prosus’s investment helped Swiggy to develop artificial
    intelligence technology to provide consumers with a personalised, local offering and develop
    new revenue opportunities such as cloud kitchens. Since Prosus’s investment, Delivery Hero
    has experienced strong growth, with Prosus generating an internal rate of return of c.19.3 per
    cent. as of 30 September 2019, on its investment.

•   Prosus intends to invest in Just Eat and believes that due to its global Food Delivery experience
    and own delivery expertise, it is better positioned to drive the next phase of Just Eat’s growth
    and deliver Just Eat’s long term potential.

•   The Offer is an important step towards achieving Prosus’s ambition to build the world’s leading
    Food Delivery business and the next logical step for the longstanding, successful iFood
    investment partnership between Prosus and Just Eat in Latin America.
                                                                   

•   Prosus believes that with its support, Just Eat customers will ultimately benefit from greater
    choice and improved service delivery driven by the combined group’s global perspectives on
    product and technological innovation across the sector.

•   Prosus believes that its offer presents a compelling proposition to Just Eat Shareholders whilst
    delivering an appropriate return to Prosus shareholders.

Information on Prosus

•   Prosus is a strategic global investor and operator focused on creating long-term value by
    building and scaling consumer internet businesses through organic growth and strategic M&A.
    It aims to build strong companies that create value by addressing big societal needs in high-
    growth markets with long-term potential.

•   Prosus came to market in September 2019 through the listing of the international internet assets
    of Naspers, a leading global consumer internet group and remains 74.06 per cent. owned by
    Naspers. Prosus invests and operates across a variety of sectors and geographies and is
    Europe’s largest listed consumer internet company by asset value, ranking among the top 10
    largest technology investors globally. Prosus’s businesses and investments serve more than
    1.5 billion people in 89 markets and are amongst the leading players in 77 of those markets.
    The group directly employs more than 20,000 people globally, with many more employed by its
    associates.

•   Food Delivery is one of Prosus’s three key sectors of focus, where it believes there is a
    significant growth opportunity to transform how people source, consume and experience food.
    Prosus has a strong track record of transforming and scaling Food Delivery businesses in some
    of the world’s largest, fastest-growing markets, with a presence in more than 40 markets
    globally through its investments. Since FY16, Prosus has invested approximately US$2.8 billion
    to build a portfolio of strong Food Delivery businesses and investments, including iFood (54.7
    per cent. stake) – a market leader in Brazil, Delivery Hero (22.3 per cent. stake) – with strong
    positions in 33 of its 41 countries, and Swiggy (38.8 per cent. stake) – one of the leading players
    in India.

Information on Just Eat

•   The Just Eat Group operates a leading global hybrid marketplace for online Food Delivery,
    connecting over 27 million consumers with more than 107,000 restaurant partners across the
    UK, Australia, New Zealand, Canada, Denmark, France, Ireland, Italy, Mexico, Norway, Spain,
    Switzerland and Brazil.

•   Founded in Denmark in 2001 by five entrepreneurs, Just Eat is a FTSE 100 listed company
    and one of the leaders in online and mobile food ordering. (1) The Just Eat Group currently has
    over 3,600 full-time employees spread across 19 offices throughout its operating markets. In
    2018, the Just Eat Group processed £4.2 billion worth of orders for its restaurant partners with
    an average of 2,107 orders per restaurant.

General

•   If any dividend or other distribution is announced, declared, made, payable or paid in respect
    of the Just Eat Shares on or after the date of this Announcement and prior to all of the conditions
    to the Offer having been fulfilled or (if capable of waiver) waived and so long as the Offer
    remains open for acceptance, MIH reserves the right to reduce the consideration payable in
    respect of each Just Eat Share by the amount of all or part of any such dividend or other
    distribution. If MIH exercises this right or makes such a reduction in respect of a dividend or
    other distribution, Just Eat Shareholders will be entitled to receive and retain that dividend or
    other distribution.

•   It is intended that the Offer will be implemented by way of a takeover offer under the City Code
    and within the meaning of Part 28 of the Companies Act 2006, further details of which are
    contained in the full text of this Announcement (and will be included in the Offer Document).
    However, MIH reserves the right, with the consent of the Panel, to implement the Offer by way
    of a Scheme.

•   The Offer will be subject to the Conditions and certain further terms set out in Appendix I to this
    Announcement, including, amongst other things: (i) MIH receiving valid acceptances in respect
    of, or otherwise acquiring or agreeing to acquire (whether pursuant to the Offer or otherwise),
    shares which constitute not less than 90 per cent. (or such lesser percentage, as MIH may,
    decide after consultation with the Panel (if necessary)), being in any case more than 50 per
    cent. of the voting rights normally exercisable at a general meeting of Just Eat, including, for
    this purpose, any such voting rights attaching to Just Eat Shares that are unconditionally
    allotted or issued before the Offer becomes or is declared unconditional as to acceptances,
    whether pursuant to the exercise of any outstanding subscription or conversion rights or
    otherwise; and (ii) the receipt of merger control clearance (or the expiration or termination of
    any waiting period, as applicable) in Spain under the Spanish Competition Act.

•   The Offer Document and Form of Acceptance will include further details of the Offer and will
    specify the actions to be taken by Just Eat Shareholders. The Offer Document and Form of
    Acceptance will be sent to Just Eat Shareholders as soon as reasonably practicable and, in
    any event (save with the consent of the Panel), within 28 days of this Announcement (subject
    to certain restrictions in relation to persons in Restricted Jurisdictions). It is expected that the
    Offer will become wholly unconditional at the end of 2019 or early 2020. An expected timetable
    of principal events will be set out in the Offer Document.

•   Commenting on the Offer, Bob van Dijk, the Group CEO of Prosus said:

    “Prosus is one of the leading global operators in the Food Delivery sector having invested
    approximately US$2.8 billion across more than 40 markets since 2016 to build a global Food
    Delivery business in partnership with some of the leading players in the world, including iFood
    in Latin America, Swiggy in India, and Delivery Hero, which operates in 41 markets. We are
    very excited about the long-term potential of the Food Delivery space and it is a sector we are
    committed to.

    We believe our global experience and resources can help Just Eat to achieve its significant
    potential. Our plan is to support the Just Eat management team, with whom we have worked
    closely as joint investors in iFood, to deliver on the exciting opportunities to grow the business.
    We believe that Just Eat’s customers and restaurant partners will ultimately benefit from more
    delivery options, greater restaurant choice as well as improved service and delivery speeds
    driven by the combined group’s expertise in product and technology innovation supported by
    increased capital investment in the business. As a combined group, we see significant growth
    and value creation potential.

    We presented this idea to the Board of Just Eat, in good faith, but we have been unable to
    engage constructively in what we see as a compelling proposition for Just Eat shareholders.
    As an investor and operator with significant experience in this dynamic and competitive sector,
    both globally and on a local level, we believe we are best placed to support Just Eat through its
    next phase of essential investment. We aim to deliver value by eliminating operational
    execution risk and providing certainty for Just Eat’s shareholders today at an attractive
    premium.”

This summary should be read in conjunction with, and is subject to, the full text of this
Announcement (including its Appendices).

The Offer will be subject to the Conditions and further terms set out in Appendix I to this
Announcement, and to the full terms and conditions which will be set out in the Offer Document.
Appendix II to this Announcement contains the bases of calculations and sources of certain
information contained in this Announcement. Appendix III to this Announcement contains
definitions of certain expressions used in this summary and in this Announcement.

Footnotes :
(1) Just Eat will become part of the FTSE 250 on 23 October 2019


Transaction Conference Call

Prosus will host transaction a conference call at 10.00a.m. - 11.00 a.m. BST / 11.00a.m. - 12.00noon
CEST/SAST on 22 October 2019 to discuss the transaction.

Investors and analysts can register to access the call via the following link:
https://www.diamondpass.net/2077453

A replay facility will be available after the conference call until 25 October 2019 through the following
numbers:


              South Africa:                              010 500 4108
              United Kingdom:                            020 3608 8021
              Australia:                                 073 911 1378
              United States:                             1 412 317 0088
              International:                             +27 10 500 4108
              Replay Access Code:                        29096




A webcast of the conference call will remain available at www.Prosus.com/investors/justeat




Enquiries:

Investor Enquiries                                                                          +1 347 210 4305
Eoin Ryan, Head of Investor Relations

Media Enquiries                                                                            +44 207 251 3801
Sarah Ryan, International Media Relations
Finsbury (PR adviser to Prosus)

J.P. Morgan Cazenove (Financial adviser to Prosus and MIH)                                 +44 20 7742 4000
Charles Harman
Barry Weir
Bill Hutchings
James Robinson
Chris Wood
                                                      
Finsbury (PR adviser to Prosus)                                                           +44 207 251 3801
Rollo Head
Guy Lamming

Allen & Overy LLP is retained as legal adviser to Prosus and MIH.

Sponsor: Investec Bank Limited

Important notice related to financial advisers

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan
Cazenove (J.P. Morgan Cazenove) and which is authorised by the PRA and regulated by the FCA and
the PRA in the United Kingdom, is acting as financial adviser exclusively for Prosus and MIH and no
one else in connection with the Offer and will not regard any other person as its client in relation to the
Offer and shall not be responsible to anyone other than Prosus or MIH for providing the protections
afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to the Offer or any matter
referred to in this Announcement. Neither J.P. Morgan Cazenove nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, in
delict, under statute or otherwise) to any person who is not a client of J.P. Morgan Cazenove in
connection with this Announcement, any statement contained herein, the Offer or otherwise.

Further information

This Announcement is provided for information purposes only. It is not intended to and does not
constitute or form part of, an offer, invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, exchange, sell or otherwise dispose of or exercise rights in respect of
any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction,
pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of any securities
pursuant to the Offer in any jurisdiction in contravention of any applicable laws.

The Offer will be subject to English law and to the applicable requirements of the City Code, the Panel,
the Listing Rules, the London Stock Exchange and the FCA.

The Offer will be implemented solely pursuant to the terms of the Offer Document (or, in the event that
the Offer is to be implemented by means of a Scheme, the Scheme Document), which, together with
the Form of Acceptance (in the case of certificated Just Eat Shares), will contain the full terms and
conditions of the Offer, including details of how to accept the Offer. Just Eat Shareholders are advised
to read the Offer Document (including the related Form of Acceptance) (and/or, in the event that the
Offer is to be implemented by way of a Scheme, the Scheme Document) once this becomes available
because it will contain important information in relation to the Offer. Any decision in respect of the Offer
or other response in relation to the Offer, by Just Eat Shareholders should be made only on the basis
of the information contained in those documents (and/or, in the event that the Offer is to be implemented
by way of a Scheme, the Scheme Document). Just Eat Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been dispatched.

This Announcement does not constitute a prospectus or prospectus exempted document.

Overseas shareholders

The release, publication or distribution of this Announcement in, and the availability of the Offer to
persons who are residents, citizens or nationals of, jurisdictions other than England and Wales and the
Netherlands may be restricted by law and regulation and therefore any persons into whose possession
this Announcement comes who are subject to the laws of any jurisdiction other than the United Kingdom
and the Netherlands should inform themselves about and observe any applicable requirements. In
particular, the ability of persons who are not resident in the United Kingdom or the Netherlands, or who
are subject to the laws of another jurisdiction, to participate in the Offer or to accept or procure the
acceptance of the Offer (when made), may be affected by the laws of the relevant jurisdictions in which
they are located. Just Eat Shareholders who are in any doubt regarding such matters should consult
an appropriate independent financial adviser in their relevant jurisdiction without delay. Any failure to
comply with such requirements may constitute a violation of the laws and/or regulation of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved
in the Offer disclaim any responsibility or liability for any violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English law and the City
Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and the
information disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of jurisdictions outside England and
Wales and/or the Netherlands.

The receipt of cash pursuant to the Offer by Just Eat Shareholders may be a taxable transaction under
applicable national, state and local, as well as foreign and other tax laws. Each Just Eat Shareholder is
urged to consult their independent professional adviser regarding the tax consequences of the Offer
applicable to him.

Unless otherwise determined by MIH or required by the City Code, and permitted by applicable law and
regulation, the Offer is not being made and will not be made available directly or indirectly in, into or
from or by any use, means, instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted Jurisdiction or where to do so would
violate the laws of that jurisdiction. No person may accept or procure the acceptance of the Offer by
any use, means, instrumentality of, or from within, any Restricted Jurisdiction or where to do so would
violate the laws of that jurisdiction, and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities or, from or within a Restricted Jurisdiction or any other jurisdiction, if
to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this
Announcement and any documentation relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction and persons
receiving such documents (including agents, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other
jurisdiction where to do so would violate the laws in that jurisdiction. If the Offer is implemented by way
of a Scheme (unless otherwise permitted by applicable law and regulation), no person may vote in
favour of the Scheme by any use, means, instrumentality or form and the Offer will not be capable of
acceptance from or within a Restricted Jurisdiction or any other jurisdiction, if to do so would constitute
a violation of the laws of that jurisdiction.

Further details in relation to Just Eat Shareholders who are resident in, ordinarily resident in, or citizens
of, jurisdictions outside England and Wales will be contained in the Offer Document.

Notice to US investors

The Offer will be made to Just Eat Shareholders resident in the United States in reliance on, and
compliance with, Section 14(e) of the Exchange Act, and Regulation 14E thereunder. The Offer will be
made in the United States by MIH and no one else.

The Offer relates to the shares of a UK incorporated company and is subject to disclosure and other
procedural requirements, which are different from certain United States disclosure and procedural
requirements.
                                                      
Furthermore, the payment and settlement procedure with respect to the Offer will comply with the
relevant United Kingdom rules, which differ from US payment and settlement procedures, particularly
with regard to the date of payment of consideration.

The Offer will be made in compliance with all applicable laws and regulations, including, to the extent
applicable, the US Securities Act and Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. In accordance with normal UK practice and consistent with Rule 14e-5(b) under the US
Exchange Act, MIH, certain affiliated companies and their nominees or brokers (acting as agents) may
make certain purchases of, or arrangements to purchase, shares in Just Eat other than pursuant to the
Offer, during the period in which the Offer would remain open for acceptance (or, if the Offer is
implemented by way of a Scheme, until the date on which the Scheme becomes effective, lapses or is
otherwise withdrawn). If such purchases or arrangements to purchase were to be made they would be
made outside the United States either in the open market at prevailing prices or in private transactions
at negotiated prices and would comply with applicable law, including, to the extent applicable, the US
Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be
reported to a Regulatory Information Service and will be available on the London Stock Exchange
website at www.londonstockexchange.com.

Financial information included in this Announcement and the Offer Document has been or will be
prepared in accordance with accounting standards applicable in the UK and the Netherlands, as
applicable, and may not be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted accounting principles in the
United States.

The receipt of consideration by a US holder for the transfer of its Just Eat Shares pursuant to the Offer
may be a taxable transaction for United States federal income tax purposes and under applicable United
States state and local, as well as non-US and other, tax laws. Each Just Eat Shareholder is urged to
consult their independent professional adviser immediately regarding the tax consequences of the Offer
applicable to them, including under applicable United States federal, state and local, as well as non-US
and other, tax laws.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities
laws, since Just Eat is organised under the laws of England and Wales. Prosus and MIH are organised
under the laws of the Netherlands and the majority of the officers and directors of Just Eat, Prosus and
MIH are residents of countries other than the United States. It may not be possible to sue Prosus, MIH
or Just Eat, or any of their respective directors, officers or affiliates, in a non-US court for violations of
US securities laws. It may be difficult to compel Prosus, MIH, Just Eat and their respective directors,
officers and affiliates to subject themselves to the jurisdiction and judgment of a US court.

Neither the US Securities and Exchange Commission nor any US state securities commission has
approved or disapproved the Offer, or passed upon the fairness of the Offer or passed upon the
adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the
United States.

Forward looking statements

This Announcement contains certain statements that are or may be forward looking statements,
including with respect to the Offer. Forward-looking statements are prospective in nature and are not
based on current or historical facts, but rather on assumptions, expectations, valuations, targets,
estimates, forecasts and projections about future events, and are therefore subject to risks and
uncertainties which could cause actual results, performance or events to differ materially from the future
results, performance or events expressed or implied by the forward looking statements. All statements
other than statements of historical facts included in this Announcement may be forward looking
statements. Without limitation, forward looking statements often include words such as “targets”,
“plans”, “believes”, “hopes”, “continues”, “expects”, “is expected”, “objective”, “outlook”, ”risk”, “seeks”,
“aims”, “intends”, “will”, “may”, “should”, “would”, “could”, “anticipates”, “estimates”, “will look to”,
“budget”, “strategy”, “would look to”, “scheduled”, “goal”, “prepares”, “forecasts”, “cost-saving”, “is
subject to”, “synergy”, “projects” or words or terms of similar substance or the negative thereof, as well
as variations of such words and phrases or statements that certain actions, events or results “may”,
“could”, “should”, “would”, “might”, “probably” or “will” be taken, occur or be achieved. Such statements
are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

By their nature, forward-looking statements involve risk and uncertainty, because they relate to events
and depend on circumstances that will occur in the future and the factors described in the context of
such forward-looking statements in this Announcement could cause actual results and developments
to differ materially from those expressed in or implied by such forward-looking statements. Many factors
could cause actual results to differ materially from those projected or implied in any forward-looking
statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date of this Announcement. Any forward-
looking statements made in this Announcement on behalf of Prosus or MIH are made as of the date of
this Announcement based on the opinions and estimates of directors of Prosus or MIH respectively and
no assurance can be given that such opinions or estimates will prove to have been correct.

No forward-looking or other statements have been reviewed by the auditors of Prosus, MIH or Just Eat.
All forward looking statements contained in this Announcement and all subsequent oral or written
forward-looking statements attributable to Prosus, MIH or Just Eat or their respective members,
directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements contained or referred to in this section.

Each forward-looking statement speaks only as of the date of this Announcement. None of Prosus,
MIH or Just Eat, or any of their respective members, associates or directors, officers or advisers and
any person acting on behalf of one or more of them, provides any representation, warranty, assurance
or guarantee that the occurrence of the events expressed or implied in any forward looking statements
in this Announcement will actually occur. Other than in accordance with their legal or regulatory
obligations (including under the City Code, the Listing Rules and the Disclosure Guidance and
Transparency Rules), no member of the Prosus Group is under, or undertakes, any obligation, and
each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

Nothing in this Announcement is intended as a profit forecast or estimate for any period and no
statement in this Announcement should be interpreted to mean that cash flow from operations, income
of persons (where relevant), earnings or earnings per share or dividend per share for Prosus, MIH or
Just Eat, as appropriate, for the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share or dividend per share for Prosus, MIH or Just Eat,
as appropriate.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of an offer period and, if later,
following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person’s interests and short positions in,
and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the
10th business day following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure. Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in
1% or more of any class of relevant securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company; and (ii) any securities exchange offeror, save to the extent
that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day
following the date of the relevant dealing. If two or more persons act together pursuant to an agreement
or understanding, whether formal or informal, to acquire or control an interest in relevant securities of
an offeree company or a securities exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Panel’s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should contact the Panel’s
Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Just
Eat Shareholders, persons with information rights and other relevant persons for the receipt of
communications from Just Eat may be provided to MIH during the Offer Period as required under
Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c) of the City Code.

Publication on website and availability of hard copies

A copy of this Announcement and the documents required to be published by Rule 26 of the City Code
will be made available (subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), on Prosus’s website at www.Prosus.com/investors/justeat by no later than 12 noon
(London time) on the Business Day following the date of this Announcement. For the avoidance of
doubt, the contents of the website is not incorporated into, and does not form part of, this
Announcement.

Just Eat Shareholders may request a hard copy of this Announcement by contacting Finsbury at The
Adelphi, 1-11 John Adam Street, London, United Kingdom WC2N 6HT during business hours on +44
(0)20 7251 3801 (lines are open from 8.00a.m. to 6.00p.m., Monday to Friday (excluding public holidays
in England and Wales)). If you have received this Announcement in electronic form, copies of this
Announcement and any document or information incorporated by reference into this document will not
be provided unless such a request is made. Just Eat Shareholders may also request that all future
documents, announcements and information to be sent to them in relation to the Offer should be in hard
copy form.
                                                 

If you are in any doubt about the contents of this Announcement or the action you should take, you are
recommended to seek your own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately authorised independent financial
adviser.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede
them.

Time

Unless otherwise indicated, all references to time in this Announcement are to London time.
                                                   


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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

22 October 2019




                                             CASH OFFER

                                                   for

                                            JUST EAT PLC

                                                   by

                                        PROSUS N.V.
         through its wholly-owned indirect subsidiary MIH Food Delivery Holdings B.V.




1.      Introduction

The board of Prosus N.V. (Prosus) announces the terms of a cash offer pursuant to which its wholly-
owned subsidiary MIH Food Delivery Holdings B.V. (MIH) shall offer to acquire the entire issued and to
be issued ordinary share capital of Just Eat plc (Just Eat) (the Offer).

Prosus has recently approached the board of directors of Just Eat with a number of indicative proposals
to acquire Just Eat. Prosus and the Just Eat board have not managed to reach agreement.
Consequently, Prosus is making this announcement in order to give Just Eat Shareholders the
opportunity to consider the Offer.

2.      The Offer

Under the terms of the Offer, which will be subject to the Conditions and certain further terms set out in
Appendix I and to the full terms and conditions which will be set out in the Offer Document, Just Eat
Shareholders will be entitled to receive:

                             710 pence in cash for each Just Eat Share

The terms of the Offer value the entire issued and to be issued ordinary share capital of Just Eat at
approximately £4.9 billion and represent a premium of approximately:

•       20 per cent. to the value of the Takeaway.com Offer of 594 pence per Just Eat Share based
        on Takeaway.com’s Closing Price on 21 October 2019 (being the last Business Day before the
        date of this Announcement) of €71.00;

•       20 per cent. to the Closing Price of 589 pence per Just Eat Share on 21 October 2019 (being
        the last Business Day before date of this Announcement); and
                                                   

•       12 per cent. to the Closing Price of 636 pence per Just Eat Share on 26 July 2019 (being the
        last Business Day before the commencement of the Offer Period).

The Offer is expected to become effective at the end of 2019 or early 2020, subject to satisfaction or
(where applicable) waiver of the Conditions and certain further terms set out in Appendix I to this
Announcement.

If any dividend or other distribution is announced, declared, made, payable or paid in respect of the Just
Eat Shares on or after the date of this Announcement and prior to all of the conditions to the Offer
having been fulfilled or (if capable of waiver) waived and so long as the Offer remains open for
acceptance, MIH reserves the right (without prejudice to any right MIH may have, with the consent of
the Panel, to invoke Condition 8(B) in Part A of Appendix I to this Announcement) at its sole discretion
to reduce the consideration payable in respect of each Just Eat Share by the amount of all or part of
any such dividend or other distribution. If MIH exercises this right or makes such a reduction in respect
of a dividend or other distribution, Just Eat Shareholders will be entitled to receive and retain that
dividend or other distribution. Any exercise by MIH of its rights referred to in this paragraph 2 or
paragraph 10 of Part B of Appendix I to this Announcement shall be the subject of an announcement
and, for the avoidance of doubt, shall not constitute a revision or variation of the terms of the Offer.

3.      Background to and reasons for the Offer

Prosus believes the Offer represents compelling and certain value for Just Eat Shareholders
which is superior to the current Takeaway.com Offer and reflects Prosus’s perspective on the
essential investments required to accelerate Just Eat’s growth strategy, strengthen its market
position and achieve its true long-term potential

Having had access to, and reviewed, certain due diligence information made available by Just Eat in
accordance with the City Code, Prosus believes that the terms of its all-cash Offer provide certainty and
compelling value for Just Eat Shareholders. Since the start of the Offer Period the High Growth Internet
Sector and Online Food Delivery Sector have fallen 16.9 per cent. and 15.0 per cent. respectively. The
Takeaway.com Share Price has fallen 15.0 per cent. during this period. Against this backdrop,
continued market volatility and macro-economic uncertainty, the Prosus Offer provides Just Eat
Shareholders the certainty of an all-cash Offer.

Just Eat operates a global marketplace for food delivery operating across 13 markets. Just Eat has
leading market positions in many of these markets, with a history of profitable growth driven largely by
its best in class marketplace model.

Based on Prosus’s global experience, and having met Just Eat management and reviewed the
information provided, Prosus believes that the business will require substantial investment, in excess
of that planned by Just Eat management, to enhance product, technology and own delivery capabilities.
Just Eat’s Q3 Trading Update demonstrated a significant slowdown in order growth, which highlights
the need to accelerate this investment to sustain its competitive advantage.

Prosus does not believe that the proposed combination with Takeaway.com will fully or effectively
address this investment need. Whilst Takeaway.com has invested in its own delivery proposition
Scoober, it only represented 4.9 per cent. of Takeaway.com’s reported total orders in the first half of
2019. Furthermore, Takeaway.com’s executives have publicly expressed their lack of conviction in the
ability of own-delivery operations to break even in either Continental Europe or the UK.

Prosus intends to invest in Just Eat’s business and believes that due to its global Food Delivery
experience and own delivery expertise, it is better positioned to drive the next phase of Just Eat’s growth
and deliver Just Eat’s long term potential.
                                                   

Prosus believes Just Eat will also benefit from the best practices, global insights and innovation that will
be shared across Prosus’s Food Delivery businesses.

Prosus is one of the leading global operators and investors in the Food Delivery sector, with its
businesses and investments having leading positions in some of the largest and most attractive
Food Delivery markets in the world

Prosus is a leading global technology investor, with a proven track record of creating long-term value
by building and scaling consumer internet businesses through organic growth and M&A.

Food Delivery is one of Prosus’s key sectors of focus. Prosus has invested approximately US$2.8bn in
the sector since FY16 to build a portfolio of leading Food Delivery businesses and investments,
including iFood, Delivery Hero and Swiggy. These businesses have presence in over 40 countries with
a number one position in 35 of these and cover in excess of four billion people with over four hundred
thousand restaurant partners.

Prosus believes that Food Delivery is a large, underpenetrated and growing market with significant
strategic potential for the Group and multiple growth opportunities.

Prosus aims to invest in and build large, market leading businesses that will shape the future of how
people around the world will source, consume and experience food. As one of the leading marketplaces
for Food Delivery, Just Eat has a key role to play in the future of the sector.

Prosus has a strong track record of partnering with management teams to drive innovation and
value creation and generate robust returns

Prosus has a long-standing track record of partnering with existing leadership teams to successfully
build and scale high growth, technology-enabled businesses. Prosus’s support and investment helped
its portfolio companies to accelerate product development and innovation and deliver superior value to
customers, restaurants and delivery partners.

As an example, Prosus has helped iFood to grow from a pure marketplace business with less than
100,000 monthly orders in 2013 to become the leading Food Delivery business in Brazil with more than
20 million monthly orders, 120,000 restaurant partners and 85,000 own delivery partners. With Prosus’s
support, iFood has been rapidly growing its own delivery service, and Prosus has recently announced
a US$400m investment in iFood to support its growth over the coming years.

With Prosus’s investment and support, Swiggy has built one of the leading and fastest growing Food
Delivery platforms in India serving more than 500 cities – and growing rapidly. Swiggy predominantly
operates an own-delivery model, and its platform is served by over 130,000 restaurant partners and
approximately 210,000 monthly active own delivery partners.

Prosus’s investment has also supported product innovation and the development of an artificial
intelligence (AI) driven platform to enable Swiggy to operate its hyperlocal Food Delivery platform at
scale. This AI platform helps to determine consumer demand in specific geographic areas and at certain
times of day, opening up opportunities for further innovative growth avenues such as cloud kitchens,
Swiggy private label brands and new services including convenience buying.

Since Prosus’s original investment in Delivery Hero, it has been experiencing strong recent growth,
increasing orders from 167 million per month in H1 2018 to 269 million per month in H1 2019, gross
merchandise value from €2.0 billion in H1 2018 to €3.2 billion in H1 2019 and segment revenue from
€292 million in H1 2018 to €582 million in H1 2019. So far, Prosus has generated an internal rate of
return on the Delivery Hero investment of c.19.3 per cent. as of 30 September 2019.
                                                                   

Through this potential acquisition, Prosus will back Just Eat’s management team and employees and
believes it will support the next phase of Just Eat’s innovation and growth.

Prosus believes that its offer presents a compelling proposition to Just Eat Shareholders whilst
delivering an appropriate return to Prosus shareholders.

The Offer is an important step towards achieving Prosus’s ambition to build the world’s leading
Food Delivery business and the next logical step for the longstanding, successful iFood
investment partnership between Prosus and Just Eat in Latin America

Prosus’s vision is to build a leading global Food Delivery business with key strategic leadership
positions in some of the largest and most attractive takeaway markets globally with significant long-term
opportunities.

The addition of Just Eat will create a leading global Food Delivery business with a presence in over 50
Food Delivery markets and the number one position in over 40 of those markets. It also consolidates
Prosus’s ownership stake in iFood.

Prosus and Just Eat are joint venture partners in iFood today and both companies and their
management teams have worked in close collaboration and built a longstanding relationship as co-
investors in the business. Given the successful track record and momentum of iFood, the proposed
transaction is the next logical step in the longstanding relationship between both companies.

Prosus believes that with its support, Just Eat customers will ultimately benefit from greater
choice and improved service delivery driven by the combined group’s global perspectives on
product and technological innovation across the sector.

Prosus believes that, as a result of the acquisition of Just Eat and investment in Just Eat’s technology
and own delivery capabilities, customers will enjoy an improved experience and benefit from more
delivery options, greater restaurant choices and the best and latest technologies including machine
learning to improve customer service and delivery speeds.

Prosus’s current Food Delivery investments, iFood, Delivery Hero and Swiggy, are all using AI-enabled
technology to provide consumers with a personalised, local offering and to build next-generation Food
Delivery platforms. They also provide restaurants with marketing and visibility tools, help them optimise
their value chain, share data driven insights with them and provide them with order and delivery
technology.

4.        Information relating to Just Eat

The Just Eat Group operates a leading global hybrid marketplace for online Food Delivery, connecting
over 27 million consumers with more than 107,000 restaurant partners (2) across the UK, Australia, New
Zealand, Canada, Denmark, France, Ireland, Italy, Mexico, Norway, Spain, Switzerland and Brazil.

Founded in Denmark in 2001 by five entrepreneurs, Just Eat is a FTSE 100 listed company and one of
the leaders in online and mobile food ordering.(3) The Just Eat Group currently has over 3,600 full-time
employees spread across 19 offices throughout its operating markets. In 2018, the Just Eat Group
processed £4.2 billion worth of orders for its restaurant partners with an average of 2,107 orders per
restaurant.

The Just Eat Group derives its revenue principally from commissions paid by restaurant partners on
successful orders, service charges and delivery fees. Commission revenue is driven by the number of
orders placed, the average order value and commission rates, agreed with each restaurant. To a lesser
extent revenue is derived by eligible restaurant partners paying for promotional top placement on the
Just Eat Group’s platform and one-off connection fees to join the Just Eat Group’s network and other
services such as branded commodity products. The Just Eat Group’s core business model relies on
participating restaurants preparing food which either they deliver themselves, or the Just Eat Group
arranges delivery for, with the Just Eat Group’s platform serving as a source of consumers and orders,
and facilitating online payment processes.

Just Eat is the ultimate holding company of the Just Eat Group and a public company with limited liability
incorporated under the laws of, and is domiciled in, England and Wales. Just Eat is headquartered in
London, the United Kingdom. Just Eat is listed on the premium listing segment of the London Stock
Exchange and a constituent of the FTSE 100 Index.(4)

5.           Information relating to Prosus and MIH

Prosus

Prosus is a strategic global investor and operator focused on creating long-term value by building and
scaling consumer internet businesses through organic growth and strategic M&A. Prosus operates
across a variety of sectors and geographies, and is one of the largest technology investors in the world.
Prosus’s businesses and investments serve more than 1.5 billion people in 89 markets and are amongst
the leading players in 77 of those markets. The group directly employs more than 20,000 people
globally, with many more employed by its associates. Prosus’s operations and investments span the
core focus segments of Classifieds, Payments & Fintech and Food Delivery, plus other online business
segments including social and internet platforms, Etail and Travel. Prosus primarily operates in China,
India, Russia, Central and Eastern Europe, North America, Latin America, Southeast Asia, the Middle
East and Africa.

Prosus aims to build strong companies that create value by addressing big societal needs in high-
growth markets with long-term potential. Prosus has grown by investing in, acquiring and building highly
successful companies. Prosus typically focuses on large consumer trends where it tries to identify
changes early, invests in and adapts proven business models for the high growth markets it is focusing
on, and leverages its skills and local knowledge and position to build businesses that have scale and
benefit from strong customer growth. With its strong track record Prosus has proven expertise in how
to build scale in its chosen sectors through its global network of technology and internet companies.

Prosus came to market on 11 September 2019 through the listing of the international internet assets of
Naspers and remains 74.06 per cent. owned by Naspers. Prosus has a market capitalisation of US$120
billion and generated revenues of US$18 billion(5) in FY19, up 30 per cent.(6) from FY18.

Prosus is incorporated under the laws of, and is domiciled in, the Netherlands. Prosus has its statutory
seat in Amsterdam, the Netherlands. Prosus is listed on Euronext Amsterdam, with a secondary inward
listing on the Main Board of the Johannesburg Stock Exchange.

Overview of Prosus’s Food Delivery segment

Food Delivery is one of Prosus’s three key sectors of focus and Prosus believes there is significant
growth opportunity to transform how people source, consume and experience food.

Footnotes:

 (2) Excluding Just Eat’s operations in Brazil and Mexico.

 (3) Just Eat will become part of the FTSE 250 on 23 October 2019
  
 (4) Just Eat will become part of the FTSE 250 on 23 October 2019

 (5) Revenue based on economic interest (rather than control) basis

 (6) Revenue growth represents year-on-year organic growth in local currency, excluding M&A
                                                       

Prosus has a strong track record of investing in Food Delivery businesses and partnering with their local
management teams in more than 40 markets globally. With a strong position in 35 of those markets,
Prosus has significant expertise and global insights into this fast-developing industry.

Since FY16, Prosus has invested approximately US$2.8 billion to build a portfolio of strong Food
Delivery businesses and investments, including iFood (54.7 per cent. stake) – which is a market leader
in Brazil, Delivery Hero (22.3 per cent. stake) – which has a strong position in 33 of its 41 countries,
and Swiggy (38.8 per cent. stake) – which is one of the leading players in India. Prosus also holds
investments in Tencent (31.1 per cent. stake) – which is one of one of China’s most valuable companies,
and Mail.ru (27.9 per cent. stake) – the Russian internet company. Tencent and Mail.ru are both active
in the food order and delivery sector through Meituan and Delivery Club (in China and Russia
respectively).

Looking forward, Prosus believes the global Food Delivery industry presents a large, underpenetrated
and growing market with strategic opportunities. For restaurants, it offers access to a larger customer
base, positioning them to benefit from incremental orders. For customers, it provides a local, large
selection of restaurants and food that is quickly and conveniently delivered. Prosus is investing to
accelerate the scale of its Food Delivery platforms, helping them to expand geographically into smaller
cities. It is also investing in its Food Delivery business to further build their technology platforms to utilise
data science and machine learning to continuously improve the service they provide to customers,
restaurants and couriers.

In FY19, the Food Delivery segment generated US$377 million in revenues and US$171 million in
trading loss, with revenue growth in local currency excluding acquisitions and disposals totalling 57 per
cent. The cumulative annualised gross merchandise value growth in the Food Delivery segment was
65 per cent. and cumulative annualised order volumes across all these companies increased by 100
per cent.

Naspers

Naspers is a global internet group and one of the largest technology investors in the world. Naspers
has an approximate market capitalisation of US$66 billion. It is the umbrella company for the operating
activities of the Naspers Group and is organised into two areas: (i) media and internet interests in South
Africa; and (ii) through Prosus, its interests outside of South Africa including companies and investments
in Classifieds, Payments & Fintech and Food Delivery, plus other online business segments including
social and internet platforms, Etail and Travel.

Every day, millions of people use the products and services of companies that Naspers has invested
in, acquired or built, including Avito, Brainly, Codecademy, eMAG, iFood, letgo, Media24, Movile, OLX,
PayU, SimilarWeb, Swiggy, Twiggle, and Udemy.

In September 2019, Naspers listed Prosus as a new global consumer internet group on Euronext
Amsterdam. Naspers retained a majority stake of 74.06 per cent. in Prosus. In addition to its holding in
Prosus, Naspers has interests in South African-based etail company Takealot (96 per cent. owned) and
media company Media24 (85 per cent. owned), together with an indirect investment in Mr D Food in
South Africa.

Naspers was incorporated, and is domiciled, in South Africa. Naspers has a primary listing on the
Johannesburg Stock Exchange and listing of depositary receipts on the London Stock Exchange.

MIH

MIH is a wholly-owned indirect subsidiary of Prosus, which holds Prosus’s Food Delivery investments
in Swiggy and DeliveryHero. MIH is incorporated under the laws of, and is domiciled in, the Netherlands.
                                                    



6.      Management, employees, locations and pension schemes

Prosus is a strategic global investor and operator focused on creating long-term value by building and
scaling consumer internet businesses through organic growth and strategic M&A. As one of the largest
technology investors in the world, Prosus focuses on building companies that address big societal
needs in high-growth markets – today, companies that Prosus has built, acquired or invested in help to
improve the daily lives of around 1.5 billion across the globe. Food Delivery is one of Prosus’s three key
sectors of focus and Prosus believes there is a significant growth opportunity in using technology to
transform how people source, experience and consume food around the world.

Prosus has a strong track record of investing in Food Delivery businesses and partnering with local
management teams. Through its investments Prosus has a presence in more than 40 markets globally.
With a leading position in many markets, Prosus has significant sectoral expertise and global insights
into this fast-developing industry. Prosus believes that there are meaningful opportunities to create
value through the acceleration of Just Eat’s growth strategy by sharing technology best practice from
elsewhere in the world, leveraging Prosus’s delivery expertise and increasing investment in developing
advanced product and technology and accelerating own delivery rollout. Prosus believes that with
Prosus’s support and investment, Just Eat’s customers will ultimately benefit from greater choice and
improved service delivery driven by the Prosus Group’s (as enlarged following the acquisition of Just
Eat) global perspective on product and technology innovation across the sector.

Prosus values Just Eat's strong brand and culture: Prosus already has a longstanding partnership with
Just Eat as co-investor in iFood in Brazil and regards the acquisition as a logical next step in their
relationship.

Prior to this Announcement, Prosus has been granted access to certain Just Eat information for the
purposes of conducting a confirmatory due diligence exercise. Following the Effective Date, Prosus
intends to consider carefully Just Eat’s business and operations in each of its markets and its plans for
those businesses. Prosus has not yet had access to sufficient information to make plans or make any
decisions in relation to actions regarding those markets and businesses.

Management and employees

Prosus attaches great importance to the skills and experience of the existing management and
employees of the Just Eat Group. Prosus plans to invest in Just Eat’s business and its employees. As
such, Prosus expects that existing employees of the Just Eat Group will benefit from the opportunities
that this investment will create as well as the best practice, global insights and innovation shared across
and within Prosus’s food businesses following the Effective Date, and will continue to contribute to the
success of Just Eat following the Effective Date.

Following the Effective Date, the existing contractual and statutory employment rights of the Just Eat
employees will be safeguarded and pension obligations complied with, in accordance with applicable
law. Based on the information Prosus has been provided with, Prosus does not intend to make any
changes with regard to the agreed employer contributions into Just Eat’s existing defined contribution
pension schemes. Prosus does not envisage making any material changes to the terms and conditions
of employment of Just Eat employees or the existing agreed pension contributions for existing members
of the Just Eat pension plans or admission of new members into the existing Just Eat pension plans in
connection with completion of the Offer, for a period of 12 months after the Effective Date.

Following the Effective Date, Prosus does not intend to make material headcount reductions at Just
Eat, save for a limited number of corporate, support or PLC-related functions at Just Eat's head office
that were required to support Just Eat’s public listing. Prosus also does not expect any material change
in the balance of skills and functions of employees and management of Just Eat.

It is expected that each of the non-executive Just Eat Directors will cease to be directors of Just Eat on
or shortly after the Effective Date. Prosus does not intend to make material changes to Just Eat’s
existing executive management, with which it already has a long track record of partnership through
Just Eat’s investment in iFood. Prosus may consider some focused changes or adding further talent
where appropriate, although no decisions have yet been taken in this regard. This is consistent with
Prosus’s stated strategy of supporting and working with existing leadership teams to successfully build
and scale high growth, technology-enabled businesses.

Management Incentive Arrangement

Following the Effective Date, Prosus intends to review the management, governance and incentivisation
structure of Just Eat. Prosus has not entered into, and has not had discussions on, any form of
incentivisation arrangements with members of Just Eat’s management team, but plans to
put in place appropriate arrangements for the management of Just Eat following completion of the
Offer.

Places of business and fixed assets

Prosus intends to maintain Just Eat’s corporate headquarters in London. A full assessment of Just Eat’s
other locations has not yet been conducted, and as a result, there are no plans in relation to these other
locations.

Prosus has no intention to redeploy fixed assets of Just Eat.

Research and development

Prosus does not expect to make material changes to Just Eat’s existing research and development
function. Prosus is committed to investment in innovation in the Food Delivery industry and expects to
bring the same commitment to the Just Eat Group. Prosus’s joint venture with Just Eat in Brazil, "iFood"
and "Sindelantal" in Mexico are evidence of Prosus’s market-leading commitment to innovation to
create and expand on future opportunities.

Listing

Just Eat shares are currently listed on the Official List and admitted to trading on the London Stock
Exchange. Prosus’s intentions with regard to Just Eat’s listing are set out in paragraph 7 below.

No statements in this paragraph 6 are "post-offer undertakings" for the purposes of Rule 19.5 of the
City Code.

7.        Compulsory acquisition, delisting and cancellation of trading and re-registration

If the Offer becomes, or is declared, unconditional in all respects and MIH receives valid acceptances
in respect of Just Eat Shares which, together with the Just Eat Shares acquired, or agreed to be
acquired, before or during the Offer by MIH, represent not less than 75 per cent. of the voting rights
attaching to the Just Eat Shares, Prosus intends to procure that Just Eat will make an application for
cancellation, respectively, of the trading in Just Eat Shares on the London Stock Exchange’s main
market for listed securities and of the listing of Just Eat Shares on the premium listing segment of the
Official List and Prosus will seek to re-register Just Eat as a private limited company.

A notice period of not less than 20 Business Days before cancellation will commence on the date on
which the Offer becomes or is declared unconditional in all respects provided MIH has attained 75 per
cent. or more of the voting rights as described above.

Delisting would significantly reduce the liquidity and marketability of any Just Eat Shares not
assented to the Offer.
                                       
If MIH receives acceptances of the Offer in respect of, and/or otherwise acquires not less than 90 per
cent. of the Just Eat Shares to which the Offer relates by nominal value and voting rights attaching to
such shares, MIH intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act
2006 to acquire compulsorily, on the same terms as the Offer, the remaining Just Eat Shares in respect
of which the Offer has not at such time been accepted.

8.      Financing

The cash consideration payable by MIH pursuant to the Offer will be financed by a bridge loan
agreement with J.P. Morgan Chase Bank, N.A., London Branch as Original Lender, providing for a term
loan bridge facility. The proceeds of the bridge facility will be used to fund the cash consideration
payable by MIH to Just Eat Shareholders in connection with the Offer. Prosus has secured the fully
committed bridge financing from J.P. Morgan Chase Bank, N.A., London Branch as Original Lender.

Prosus remains fully committed to its investment grade rating and is confident that it will have sufficient
capacity at its current ratings level to take on this additional debt to finance the Offer. Prosus plans to
replace the bridge loan facility with long term funding through a combination of new debt capital and
utilising existing cash resources.

J.P. Morgan Cazenove, as financial adviser to Prosus and MIH, is satisfied that the resources available
to MIH are sufficient to enable it to satisfy in full the cash consideration payable to Just Eat Shareholders
under the terms of the Offer.

Further details of the financing of the Offer will be set out in the Offer Document.

9.      Offer-related arrangements

Confidentiality Agreement

MIH and Just Eat have entered into a mutual confidentiality agreement dated 20 September 2019,
pursuant to which each of MIH and Just Eat has undertaken, amongst other things, to: (i) keep
confidential information relating to the other party and not to disclose it to third parties (other than certain
permitted disclosees) unless required by law or regulation; and (ii) use the confidential information for
the sole purpose of considering, evaluating, advising on or furthering the Offer.

The agreement also contains undertakings from both MIH and Just Eat that, should negotiations
between MIH and Just Eat terminate, then for a period of 12 months, subject to certain exceptions,
neither MIH nor Just Eat will approach or solicit certain of the other’s employees.

Clean Team Confidentiality Agreement

MIH and Just Eat have entered into a Clean Team Confidentiality Agreement dated 4 October 2019,
which sets out how any confidential information that is competitively sensitive can be disclosed, used
or shared for the purposes of due diligence, cost benefits evaluation, integration planning and regulatory
clearance. Such commercially sensitive information must only be made available to the party receiving
information through designated persons removed from day-to-day commercial and strategic operations
and decisions and external professional advisers. The findings of such designated persons and the
external advisers may only be relayed to other employees, officers and directors of the receiving party
in specified circumstances and subject to certain restrictions.

Panel Confidentiality Agreement

MIH, Just Eat and their respective legal advisers have entered into a Panel Confidentiality Agreement
dated 1 October 2019, the purpose of which is to ensure that the exchange and/or disclosure of certain
materials relating to the parties in relation to the anti-trust workstream only takes place between their
respective external legal counsels and external experts, and does not diminish in any way the
confidentiality of such materials and does not result in a waiver of any privilege, right or immunity that
might otherwise be available.

10.     Conditionality

The Offer will be subject to the Conditions and certain further terms set out in Appendix I to this
Announcement and to the full terms and conditions which will be set out in the Offer Document and
Form of Acceptance (or, if applicable, the Scheme Document), including, amongst other things, upon:

•       to the extent it has jurisdiction, the Spanish Markets and Competition Commission having
        issued a decision clearing the acquisition of Just Eat Shares under the Offer unconditionally, or
        with commitments or conditions that are on terms reasonably satisfactory to MIH, or the relevant
        deadline for the adoption of a decision foreseen in article 36.2 of the Spanish Competition Act
        having expired;

•       the Takeaway.com Offer not having become effective or (as the case may be) wholly
        unconditional in accordance with its terms (or any varied, revised or modified terms) on or prior
        to the date on which the Offer becomes wholly unconditional or (as the case may be) effective;

•       valid acceptances being received by no later than 1.00p.m. on the first closing date of the Offer
        (or such later time(s) and/or date(s) as MIH may, with the consent of the Panel or in accordance
        with the City Code, decide) in respect of Just Eat Shares which, together with all other Just Eat
        Shares which MIH acquires or agrees to acquire (whether pursuant to the Offer or otherwise),
        constitute no less than 90 per cent. of shares to which the Offer relates (or such lesser
        percentage, as MIH may decide after consultation with the Panel (if necessary)), being in any
        case more than 50 per cent. of the voting rights normally exercisable at a general meeting of
        Just Eat, including, for this purpose, any such voting rights attaching to Just Eat Shares that
        are unconditionally allotted or issued before the Offer becomes or is declared unconditional as
        to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion
        rights or otherwise.

11.     Just Eat Share Plans and other remuneration arrangements

The Offer will extend to any Just Eat Shares unconditionally allotted or issued fully paid (or credited as
fully paid) to satisfy the exercise of existing options or vesting of awards under the Just Eat Share Plans
whilst the Offer remains open for acceptances.

If the Offer becomes or is declared unconditional in all respects, to the extent that options or awards
under the Just Eat Share Plans remain unexercised or have not lapsed, MIH will make appropriate
proposals to option holders and the holders of awards under the Just Eat Share Plans in due course as
required by the City Code.

12.     Disclosure of interests in Just Eat

As at close of business on the Last Practicable Date, none of Prosus, MIH or any of their respective
directors, or, so far as Prosus is aware, any persons acting in concert (as such term is defined in the
City Code) with Prosus had:

•       any interest in, or right to subscribe for, any relevant securities of Just Eat;
                                                 

•       any short position in (whether conditional or absolute and whether in the money or otherwise),
        including any short position under a derivative, any agreement to sell or any delivery obligation
        or right to require another person to purchase or take delivery of, relevant securities of Just Eat;

•       procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect
        of relevant securities of Just Eat; or

•       borrowed or lent any such securities.

Furthermore, no arrangement exists between Prosus, MIH or any person acting in concert (as such
term is defined in the City Code) with Prosus or MIH and any other person in relation to Just Eat Shares.
For these purposes, an arrangement includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature, relating to Just Eat Shares which may be an
inducement to deal or refrain from dealing in such securities.

In the interests of maintaining confidentiality, it has not been possible for MIH to complete its enquiries
in respect of the interests in Just Eat Shares (if any) of certain parties who may be deemed by the Panel
to be acting in concert with MIH for the purposes of the Offer. Enquiries of such parties will be made as
soon as practicable following the date of this Announcement, and MIH confirms that further disclosure
in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the City Code will be made as soon as
possible and, in any event, by no later than 12 noon on the date falling 10 business days after the date
of this Announcement.

13.     General

The Offer will extend to all Just Eat Shares unconditionally allotted or issued (including to satisfy the
exercise of options granted under the Just Eat Share Plans) after the date of this Announcement and
before the Offer closes (or such earlier date as MIH may, in accordance with the Conditions and further
terms of the Offer, decide).

The Just Eat Shares will be acquired by MIH fully paid and free from all liens, equitable interests,
charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever
and together with all rights attaching to them as at the date of this Announcement or subsequently
attaching or accruing to them.

It is intended that the Offer Document containing further details of the Offer (and, in the case of
certificated Just Eat Shares, the Form of Acceptance) will be despatched to Just Eat Shareholders
(other than to persons in a Restricted Jurisdiction) as soon as practicable after the date of this
Announcement, and in any event within 28 days of this Announcement (unless agreed otherwise with
the Panel). The Offer will be governed by the laws of England and Wales and will be subject to the
applicable requirements of the City Code, the FCA, the London Stock Exchange and other applicable
laws (including applicable US federal securities laws).

The acquisition of Just Eat Shares under the Offer is proposed to be implemented by way of a takeover
offer within the meaning of Part 28 of the Companies Act 2006 but MIH may, with the agreement of the
Panel, elect to implement the acquisition by way of a scheme of arrangement pursuant to Part 26 of the
Companies Act 2006.

The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement,
and to the full terms and conditions which will be set out in the Offer Document. Appendix II to this
Announcement contains the bases of calculations and sources of certain information contained in this
Announcement. Appendix III to this Announcement contains definitions of certain expressions used in
this summary and in this Announcement.
                                                   

J.P. Morgan Cazenove has given and not withdrawn its consent to the publication of this Announcement
with the inclusion herein of the references to its name in the form and context in which it appears.

The Offer Document will not be reviewed by any federal state securities commission or regulatory
authority in the US, nor will any commission or authority pass upon the accuracy or adequacy of the
Offer Document. Any representation to the contrary is unlawful and may be a criminal offence.

14.     Documents available on a website

Subject to certain restrictions in relation to persons in Restricted Jurisdictions, copies of the following
documents will, by no later than 12.00 p.m. on the Business Day following the date of this
Announcement, be published on Prosus’s website at www.Prosus.com/investors/justeat until the
Effective Date:

        (A)      this Announcement;

        (B)      the documents relating to the financing of the Offer referred to in paragraph 8 of this
                 Announcement;

        (C)      the Confidentiality Agreement, the Clean Team Confidentiality Agreement and the
                 Panel Confidentiality Agreement described in paragraph 9;

        (D)      the consent letter from J.P. Morgan Cazenove as referred to in paragraph 13.

For the avoidance of doubt, the content of the websites referred to in this Announcement are not
incorporated into and do not form part of this Announcement.

Enquiries:

Investor Enquiries                                                                       +1 347 210 4305
Eoin Ryan, Head of Investor Relations

Media Enquiries                                                                        +44 207 251 3801
Sarah Ryan, International Media Relations
Finsbury (PR adviser to Prosus)

J.P. Morgan Cazenove (Financial adviser to Prosus and MIH)                             +44 20 7742 4000
Charles Harman
Barry Weir
Bill Hutchings
James Robinson
Chris Wood

Finsbury (PR adviser to Prosus)                                                        +44 207 251 3801
Rollo Head
Guy Lamming

Allen & Overy LLP is retained as legal adviser to Prosus and MIH.

Important notice related to financial advisers

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan
Cazenove (J.P. Morgan Cazenove) and which is authorised by the PRA and regulated by the FCA and
the PRA in the United Kingdom, is acting as financial adviser exclusively for Prosus and MIH and no
                                                   

one else in connection with the Offer and will not regard any other person as its client in relation to the
Offer and shall not be responsible to anyone other than Prosus or MIH for providing the protections
afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to the Offer or any matter
referred to in this Announcement. Neither J.P. Morgan Cazenove nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, in
delict, under statute or otherwise) to any person who is not a client of J.P. Morgan Cazenove in
connection with this Announcement, any statement contained herein, the Offer or otherwise.

Further information

This Announcement is provided for information purposes only. It is not intended to and does not
constitute or form part of, an offer, invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, exchange, sell or otherwise dispose of or exercise rights in respect of
any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction,
pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of any securities
pursuant to the Offer in any jurisdiction in contravention of any applicable laws.

The Offer will be subject to English law and to the applicable requirements of the City Code, the Panel,
the Listing Rules, the London Stock Exchange and the FCA.

The Offer will be implemented solely pursuant to the terms of the Offer Document (or, in the event that
the Offer is to be implemented by means of a Scheme, the Scheme Document), which, together with
the Form of Acceptance (in the case of certificated Just Eat Shares), will contain the full terms and
conditions of the Offer, including details of how to accept the Offer. Just Eat Shareholders are advised
to read the Offer Document (including the related Form of Acceptance) (and/or, in the event that the
Offer is to be implemented by way of a Scheme, the Scheme Document) once this becomes available
because it will contain important information in relation to the Offer. Any decision in respect of the Offer
or other response in relation to the Offer, by Just Eat Shareholders should be made only on the basis
of the information contained in those documents (and/or, in the event that the Offer is to be implemented
by way of a Scheme, the Scheme Document). Just Eat Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been dispatched.

This Announcement does not constitute a prospectus or prospectus exempted document.

Overseas shareholders

The release, publication or distribution of this Announcement in, and the availability of the Offer to
persons who are residents, citizens or nationals of, jurisdictions other than England and Wales and the
Netherlands may be restricted by law and regulation and therefore any persons into whose possession
this Announcement comes who are subject to the laws of any jurisdiction other than the United Kingdom
and the Netherlands should inform themselves about and observe any applicable requirements. In
particular, the ability of persons who are not resident in the United Kingdom or the Netherlands, or who
are subject to the laws of another jurisdiction, to participate in the Offer or to accept or procure the
acceptance of the Offer (when made), may be affected by the laws of the relevant jurisdictions in which
they are located. Just Eat Shareholders who are in any doubt regarding such matters should consult
an appropriate independent financial adviser in their relevant jurisdiction without delay. Any failure to
comply with such requirements may constitute a violation of the laws and/or regulation of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved
in the Offer disclaim any responsibility or liability for any violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English law and the City
Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and the
information disclosed may not be the same as that which would have been disclosed if this
                                                     

Announcement had been prepared in accordance with the laws of jurisdictions outside England and
Wales and/or the Netherlands.

The receipt of cash pursuant to the Offer by Just Eat Shareholders may be a taxable transaction under
applicable national, state and local, as well as foreign and other tax laws. Each Just Eat Shareholder is
urged to consult their independent professional adviser regarding the tax consequences of the Offer
applicable to him.

Unless otherwise determined by MIH or required by the City Code, and permitted by applicable law and
regulation, the Offer is not being made and will not be made available directly or indirectly in, into or
from or by any use, means, instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction or where to do so would
violate the laws of that jurisdiction. No person may accept or procure the acceptance of the Offer by
any use, means, instrumentality of, or from within, any Restricted Jurisdiction or where to do so would
violate the laws of that jurisdiction, and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities or, from or within a Restricted Jurisdiction or any other jurisdiction, if
to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this
Announcement and any documentation relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction and persons
receiving such documents (including agents, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other
jurisdiction where to do so would violate the laws in that jurisdiction. If the Offer is implemented by way
of a Scheme(unless otherwise permitted by applicable law and regulation), no person may vote in favour
of the Scheme by any use, means, instrumentality or form and the Offer will not be capable of
acceptance from or within a Restricted Jurisdiction or any other jurisdiction, if to do so would constitute
a violation of the laws of that jurisdiction.

Further details in relation to Just Eat Shareholders who are resident in, ordinarily resident in, or citizens
of, jurisdictions outside England and Wales will be contained in the Offer Document.

Notice to US investors

The Offer will be made to Just Eat Shareholders resident in the United States in reliance on, and
compliance with, Section 14(e) of the Exchange Act, and Regulation 14E thereunder. The Offer will be
made in the United States by MIH and no one else.

The Offer relates to the shares of a UK incorporated company and is subject to disclosure and other
procedural requirements, which are different from certain United States disclosure and other procedural
requirements.

Furthermore, the payment and settlement procedure with respect to the Offer will comply with the
relevant United Kingdom rules, which differ from US payment and settlement procedures, particularly
with regard to the date of payment of consideration.

The Offer will be made in compliance with all applicable laws and regulations, including, to the extent
applicable, the US Securities Act and Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. In accordance with normal UK practice and consistent with Rule 14e-5(b) under the US
Exchange Act, MIH, certain affiliated companies and their nominees or brokers (acting as agents) may
make certain purchases of, or arrangements to purchase, shares in Just Eat other than pursuant to the
Offer, during the period in which the Offer would remain open for acceptance (or, if the Offer is
implemented by way of a Scheme, until the date on which the Scheme becomes effective, lapses or is
otherwise withdrawn). If such purchases or arrangements to purchase were to be made they would be
                                                    
made outside the United States either in the open market at prevailing prices or in private transactions
at negotiated prices and would comply with applicable law, including, to the extent applicable, the US
Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be
reported to a Regulatory Information Service and will be available on the London Stock Exchange
website at www.londonstockexchange.com.

Financial information included in this Announcement and the Offer Document has been or will be
prepared in accordance with accounting standards applicable in the UK and the Netherlands, as
applicable, and may not be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted accounting principles in the
United States.

The receipt of consideration by a US holder for the transfer of its Just Eat Shares pursuant to the Offer
may be a taxable transaction for United States federal income tax purposes and under applicable United
States state and local, as well as non-US and other, tax laws. Each Just Eat Shareholder is urged to
consult their independent professional adviser immediately regarding the tax consequences of the Offer
applicable to them, including under applicable United States federal, state and local, as well as non-US
and other, tax laws.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities
laws, since Just Eat is organised under the laws of England and Wales. Prosus and MIH are organised
under the laws of the Netherlands and the majority of the officers and directors of Just Eat, Prosus and
MIH are residents of countries other than the United States. It may not be possible to sue Prosus, MIH
or Just Eat, or any of their respective directors, officers or affiliates, in a non-US court for violations of
US securities laws. It may be difficult to compel Prosus, MIH, Just Eat and their respective directors,
officers and affiliates to subject themselves to the jurisdiction and judgment of a US court.

Neither the US Securities and Exchange Commission nor any US state securities commission has
approved or disapproved the Offer, or passed upon the fairness of the Offer or passed upon the
adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the
United States.

Forward looking statements

This Announcement contains certain statements that are or may be forward looking statements,
including with respect to the Offer. Forward-looking statements are prospective in nature and are not
based on current or historical facts, but rather on assumptions, expectations, valuations, targets,
estimates, forecasts and projections about future events, and are therefore subject to risks and
uncertainties which could cause actual results, performance or events to differ materially from the future
results, performance or events expressed or implied by the forward looking statements. All statements
other than statements of historical facts included in this Announcement may be forward looking
statements. Without limitation, forward looking statements often include words such as “targets”,
“plans”, “believes”, “hopes”, “continues”, “expects”, “is expected”, “objective”, “outlook”, ”risk”, “seeks”,
“aims”, “intends”, “will”, “may”, “should”, “would”, “could”, “anticipates”, “estimates”, “will look to”,
“budget”, “strategy”, “would look to”, “scheduled”, “goal”, “prepares”, “forecasts”, “cost-saving”, “is
subject to”, “synergy”, “projects” or words or terms of similar substance or the negative thereof, as well
as variations of such words and phrases or statements that certain actions, events or results “may”,
“could”, “should”, “would”, “might”, “probably” or “will” be taken, occur or be achieved. Such statements
are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

By their nature, forward-looking statements involve risk and uncertainty, because they relate to events
and depend on circumstances that will occur in the future and the factors described in the context of
such forward-looking statements in this Announcement could cause actual results and developments
to differ materially from those expressed in or implied by such forward-looking statements. Many factors
                                                    
could cause actual results to differ materially from those projected or implied in any forward-looking
statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date of this Announcement. Any forward-
looking statements made in this Announcement on behalf of Prosus or MIH are made as of the date of
this Announcement based on the opinions and estimates of directors of Prosus or MIH respectively and
no assurance can be given that such opinions or estimates will prove to have been correct.

No forward-looking or other statements have been reviewed by the auditors of Prosus, MIH or Just Eat.
All forward looking statements contained in this Announcement and all subsequent oral or written
forward-looking statements attributable to Prosus, MIH or Just Eat or their respective members,
directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements contained or referred to in this section.

Each forward-looking statement speaks only as of the date of this Announcement. None of Prosus,
MIH or Just Eat, or any of their respective members, associates or directors, officers or advisers and
any person acting on behalf of one or more of them, provides any representation, warranty, assurance
or guarantee that the occurrence of the events expressed or implied in any forward looking statements
in this Announcement will actually occur. Other than in accordance with their legal or regulatory
obligations (including under the City Code, the Listing Rules and the Disclosure Guidance and
Transparency Rules), no member of the Prosus Group is under, or undertakes, any obligation, and
each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

Nothing in this Announcement is intended as a profit forecast or estimate for any period and no
statement in this Announcement should be interpreted to mean that cash flow from operations, income
of persons (where relevant), earnings or earnings per share or dividend per share for Prosus, MIH or
Just Eat, as appropriate, for the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share or dividend per share for Prosus, MIH or Just Eat,
as appropriate.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of an offer period and, if later,
following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person’s interests and short positions in,
and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the
10th business day following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure. Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in
1% or more of any class of relevant securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company; and (ii) any securities exchange offeror, save to the extent
                                                  
that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day
following the date of the relevant dealing. If two or more persons act together pursuant to an agreement
or understanding, whether formal or informal, to acquire or control an interest in relevant securities of
an offeree company or a securities exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Panel’s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should contact the Panel’s
Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Just
Eat Shareholders, persons with information rights and other relevant persons for the receipt of
communications from Just Eat may be provided to MIH during the Offer Period as required under
Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c) of the City Code.

Publication on website and availability of hard copies

A copy of this Announcement and the documents required to be published by Rule 26 of the City Code
will be made available (subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), on Prosus’s website at www.Prosus.com/investors/justeat by no later than 12 noon
(London time) on the Business Day following the date of this Announcement. For the avoidance of
doubt, the contents of the website is not incorporated into, and does not form part of, this
Announcement.

Just Eat Shareholders may request a hard copy of this Announcement by contacting Finsbury at The
Adelphi, 1-11 John Adam Street, London, United Kingdom WC2N 6HT during business hours on +44
(0)20 7251 3801 (lines are open from 8.00a.m. to 6.00p.m., Monday to Friday (excluding public holidays
in England and Wales)). If you have received this Announcement in electronic form, copies of this
Announcement and any document or information incorporated by reference into this document will not
be provided unless such a request is made. Just Eat Shareholders may also request that all future
documents, announcements and information to be sent to them in relation to the Offer should be in hard
copy form.

If you are in any doubt about the contents of this Announcement or the action you should take, you are
recommended to seek your own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately authorised independent financial
adviser.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede
them.
                                                
Time

Unless otherwise indicated, all references to time in this Announcement are to London time.
                                               APPENDIX I

               CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER

The Offer will be made on the terms and conditions set out in this Appendix and in the Offer Document
and the Form of Acceptance.

Part A: Conditions to the Offer

The Offer will be subject to the following Conditions:

Acceptance of the Offer

1.      valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00
        p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or dates(s)
        as MIH may, with the consent of the Panel or in accordance with the City Code, decide) in
        respect of Just Eat Shares which, together with all Just Eat Shares which MIH acquires or
        agrees to acquire (whether pursuant to the Offer or otherwise), carry not less than 90 per cent.
        (or such lesser percentage, as MIH may decide after consultation with the Panel (if necessary)),
        being in any case more than 50 per cent. of the voting rights normally exercisable at a general
        meeting of Just Eat, including for this purpose (to the extent, if any, required by the Panel) any
        such voting rights attaching to any Just Eat Shares that are unconditionally allotted or issued
        before the Offer becomes or is declared unconditional as to acceptances whether pursuant to
        the exercise of any outstanding subscription or conversion rights or otherwise. In this Condition,
        Just Eat Shares which have been unconditionally allotted but not issued before the Offer
        becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of
        any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the
        voting rights they will carry on being issued and valid acceptances shall be deemed to have
        been received in respect of Just Eat Shares which are treated for the purposes of Part 28 of
        the Companies Act 2006 as having been acquired or contracted to be acquired by Just Eat by
        virtue of acceptances of the Offer;

Regulatory clearance

2.      to the extent it has jurisdiction, the Spanish Markets and Competition Commission having
        issued a decision clearing the acquisition of Just Eat Shares under the Offer unconditionally, or
        with commitments or conditions that are on terms reasonably satisfactory to MIH, or the relevant
        deadline for the adoption of a decision foreseen in article 36.2 of the Spanish Competition Act
        having expired;

Takeaway.com Offer

3.      the Takeaway.com Offer not having become or been declared effective or (as the case may
        be) wholly unconditional in accordance with its terms (or any varied, revised or modified terms)
        on or prior to the date on which the Offer becomes or is declared effective or (as the case may
        be) wholly unconditional;

Notifications, waiting periods and Authorisations

4.      other than in relation to the matters referred to in Condition 2, all relevant Third Parties having
        waived (or not exercised within any applicable time limits) any termination right, right of pre-
        emption, first refusal or similar right arising as a result of or in connection with the Offer and the
        acquisition or the proposed acquisition of any shares or other securities in, or control or
                                                   

        management of, Just Eat or any other member of the Wider Just Eat Group by any member of
        the Wider Prosus Group;

5.      other than in relation to the matters referred to in Condition 2:

        (A)     all notifications, filings or applications which are deemed necessary by MIH in
                connection with the Offer and/or the acquisition or the proposed acquisition of any
                shares or other securities in, or control or management of, Just Eat or any other
                member of the Wider Just Eat Group by any member of the Wider Prosus Group having
                been made;

        (B)     all necessary waiting periods and other necessary time periods (including any
                extensions thereof) under any applicable legislation or regulation of any jurisdiction
                having expired, lapsed or been terminated (as appropriate);

        (C)     all statutory and regulatory obligations in any jurisdiction having been complied with in
                connection with the Offer and/or the acquisition or the proposed acquisition of any
                shares or other securities in, or control or management of, Just Eat or any other
                member of the Wider Just Eat Group by any member of the Wider Prosus Group;

        (D)     all Authorisations deemed reasonably necessary by MIH in any jurisdiction for or in
                respect of the Offer and/or the acquisition or the proposed acquisition of any shares or
                other securities in, or control or management of, Just Eat or any other member of the
                Wider Just Eat Group by any member of the Wider Prosus Group having been obtained
                in terms and in a form reasonably satisfactory to MIH (acting reasonably in consultation
                with Just Eat) from all appropriate Third Parties or (without prejudice to the generality
                of the foregoing) from any person or bodies with whom any member of the Wider Just
                Eat Group or the Wider Prosus Group has entered into contractual arrangements;

        (E)     all Authorisations necessary, appropriate or desirable to carry on the business of any
                member of the Wider Just Eat Group in any jurisdiction having been obtained; and

        (F)     all Authorisations referred to Conditions 5(D) and 5(E) remaining in full force and effect
                at the time at which the Offer becomes otherwise effective and there being no notice
                or intimation of any intention to revoke, suspend, restrict, modify or not to renew such
                Authorisations.

General antitrust and regulatory

6.      other than in relation to the matters referred to in Condition 2, no antitrust regulator or other
        Third Party having: (1) given notice of a decision or having decided to take, institute, implement
        or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case,
        not having withdrawn the same); (2) required any action to be taken or otherwise having done
        anything; (3) enacted, made or proposed any statute, regulation, decision order or change to
        published practice; or (4) taken any other steps which would reasonably be expected to (and
        in each case, not having withdrawn the same), and there not continuing to be outstanding any
        statute, regulation, decision, order or change to published practice, in each case, which would
        or might be expected to:

        (A)     require, prevent or materially delay the divestiture, or alter the terms envisaged for such
                divestiture by any member of the Wider Just Eat Group or any member of the Wider
                Prosus Group of all or any portion of their respective businesses, assets or property or
                impose any limitation on the ability of all or any of them to conduct their respective
                                           
        businesses (or any part thereof) or to own, control or manage any of their assets or
        properties (or any part thereof);

(B)     except pursuant to Chapter 3 of Part 28 of the Companies Act 2006, require any
        member of the Wider Prosus Group or the Wider Just Eat Group to acquire or offer to
        acquire any shares, other securities (or the equivalent) or interest in any member of the
        Wider Just Eat Group or any asset owned by any Third Party (other than in the
        implementation of the Offer);

(C)     impose any limitation on, or result in a delay in, the ability of any member of the Wider
        Prosus Group directly or indirectly to acquire, hold or exercise effectively all or any
        rights of ownership in respect of shares or loans or securities convertible into shares
        or other securities in any member of the Wider Just Eat Group or on the ability of any
        member of the Wider Just Eat Group or any member of the Wider Prosus Group directly
        or indirectly to hold or exercise effectively all or any rights of ownership in respect of
        shares or other securities (or the equivalent) in, or to exercise voting or management
        control over, any member of the Wider Just Eat Group;

(D)     otherwise adversely affect any or all of the business, assets, profits or prospects of any
        member of the Wider Prosus Group or any member of the Wider Just Eat Group;

(E)     result in any member of the Wider Prosus Group or any member of the Wider Just Eat
        Group ceasing to be able to carry on business under any name under which it presently
        carries on business,

(F)     make the Offer (including the Scheme), its implementation or the acquisition or the
        proposed acquisition of any shares or other securities in, or control or management of,
        Just Eat or any other member of the Wider Just Eat Group by any member of the Wider
        Prosus Group void, unenforceable and/or illegal under the laws of any relevant
        jurisdiction, or otherwise, directly or indirectly, prevent, prohibit, restrict, restrain,
        materially delay or otherwise materially interfere with the implementation of, or impose
        material additional conditions or obligations with respect to, or otherwise challenge,
        impede, interfere or require material amendment of the Offer or the acquisition or the
        proposed acquisition of any shares or other securities in, or control or management of,
        Just Eat or any other member of the Wider Just Eat Group by any member of the Wider
        Prosus Group;

(G)     require, prevent or materially delay a divestiture by any member of the Wider Prosus
        Group of any shares or other securities (or the equivalent) in any member of the Wider
        Just Eat Group or any member of the Wider Prosus Group; or

(H)     impose any limitation on the ability of any member of the Wider Prosus Group or any
        member of the Wider Just Eat Group to conduct, integrate or co-ordinate all or any part
        of its business with all or any part of the business of any other member of the Wider
        Prosus Group and/or the Wider Just Eat Group;

and all applicable waiting and other time periods (including any extensions thereof) during
which any such antitrust regulator or other Third Party could decide to take, institute, implement
or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any jurisdiction in respect of the Offer or the acquisition or the
proposed acquisition of any shares or other securities in, or control or management of, Just Eat
or any other member of the Wider Just Eat Group by any member of the Wider Prosus Group
or otherwise intervene having expired, lapsed or been terminated;
                                                


     Certain matters arising as a result of any arrangement, agreement, etc.

7.   save as Disclosed, there being no provision of any arrangement, agreement, lease, licence,
     franchise, permit or other instrument to which any member of the Wider Just Eat Group is a
     party or by or to which any such member or any of its assets is or may be bound, entitled or be
     subject or any event or circumstance which, as a consequence of the Offer or the acquisition
     or the proposed acquisition of any shares or other securities in, or control or management of,
     Just Eat or any other member of the Wider Just Eat Group by any member of the Wider Prosus
     Group or because of a change in the control or management of any member of the Wider Just
     Eat Group or otherwise, could or might reasonably be expected to result in:

     (A)     any monies borrowed by, or any other indebtedness, actual or contingent, of, or any
             grant available to, any member of the Wider Just Eat Group being or becoming
             repayable, or capable of being declared repayable, immediately or prior to its or their
             stated maturity date or repayment date, or the ability of any such member to borrow
             monies or incur any indebtedness being withdrawn or inhibited or being capable of
             becoming or being withdrawn or inhibited;

     (B)     the creation, save in the ordinary and usual course of business, or enforcement of any
             mortgage, charge or other security interest over the whole or any part of the business,
             property or assets of any member of the Wider Just Eat Group or any such mortgage,
             charge or other security interest (whenever created, arising or having arisen) becoming
             enforceable;

     (C)     any such arrangement, agreement, lease, licence, franchise, permit or other instrument
             being terminated or the rights, liabilities, obligations or interests of any member of the
             Wider Just Eat Group being terminated or adversely modified or adversely affected or
             any obligation or liability arising or any adverse action being taken or arising
             thereunder;

     (D)     the rights, liabilities, obligations, interests or business of any member of the Wider Just
             Eat Group or any member of the Wider Prosus Group under any such arrangement,
             agreement, licence, permit, lease or instrument or the interests or business of any
             member of the Wider Just Eat Group or any member of the Wider Prosus Group in or
             with any other person or body or firm or company (or any arrangement or arrangements
             relating to any such interests or business) being or becoming capable of being
             terminated, or adversely modified or affected or any onerous obligation or liability
             arising or any adverse action being taken thereunder;

     (E)     any assets or interests of any member of the Wider Just Eat Group being or falling to
             be disposed of or charged or any right arising under which any such asset or interest
             could be required to be disposed of or charged;

     (F)     any member of the Wider Just Eat Group ceasing to be able to carry on business under
             any name under which it presently carries on business;

     (G)     the value of, or the financial or trading position or prospects of, any member of the
             Wider Just Eat Group being prejudiced or adversely affected; or

     (H)     the creation or acceleration of any liability (actual or contingent) by any member of the
             Wider Just Eat Group, other than trade creditors or liabilities incurred in the ordinary
             course of business,
                                                 34




       and no event having occurred which, under any provision of any arrangement, agreement,
       licence, permit, franchise, lease or other instrument to which any member of the Wider Just Eat
       Group is a party or by or to which any such member or any of its assets may be bound, entitled
       or subject, could result in any of the events or circumstances as are referred to in Conditions
       7(A) to 7(H);

Certain events occurring since 31 December 2018

8.     except as Disclosed, no member of the Wider Just Eat Group having, since 31 December 2018:

       (A)     issued or agreed to issue or authorised or proposed the issue, of additional shares of
               any class (including, without limitation, Just Eat Shares), or securities or securities
               convertible into, or exchangeable for, or rights, warrants or options to subscribe for or
               acquire, any such shares, securities or convertible securities or transferred or sold or
               agreed to transfer or sell or authorised or proposed the transfer or sale of Just Eat
               Shares out of treasury (except, where relevant, as between Just Eat and wholly owned
               subsidiaries of Just Eat or between the wholly owned subsidiaries of Just Eat and
               except for the issue or transfer out of treasury of Just Eat Shares on the exercise of
               employee share options or vesting of employee share awards in the ordinary course
               under the Just Eat Share Plans);

       (B)     recommended, declared, paid or made or resolved to recommend, declare, pay or
               make any bonus, dividend, distribution or other form of capital return (whether payable
               in cash or otherwise) other than dividends (or other distributions whether payable in
               cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Just Eat to
               Just Eat or any of its wholly owned subsidiaries;

       (C)     other than pursuant to the Offer (and except for transactions between Just Eat and its
               wholly owned subsidiaries or between the wholly owned subsidiaries of Just Eat)
               implemented, effected, authorised or proposed or announced its intention to
               implement, effect, authorise or propose any merger, demerger, reconstruction,
               amalgamation, sub-division, scheme, commitment or acquisition or disposal of assets
               or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings
               in any such case to an extent which is or could be material in the context of the Wider
               Just Eat Group taken as a whole or material in the context of the Offer;

       (D)     except for transactions between Just Eat and its wholly owned subsidiaries or between
               the wholly owned subsidiaries of Just Eat, and except for transactions in the ordinary
               course of business, disposed of, or transferred, mortgaged or charged, or created any
               security interest over any asset or any right, title or interest in any asset (including
               shares and trade investments) or authorised, proposed or announced any intention to
               do so in a manner which is or could be material in the context of the Wider Just Eat
               Group taken as a whole or material in the context of the Offer;

       (E)     except for transactions between Just Eat and its wholly owned subsidiaries or between
               the wholly owned subsidiaries of Just Eat and except for transactions in the ordinary
               course of business, issued, authorised or proposed or announced an intention to
               authorise or propose, the issue of or made any change in or to the terms of any
               debentures or become subject to any contingent liability or incurred or increased any
               indebtedness which is material in the context of the Wider Just Eat Group taken as a
               whole or material in the context of the Offer;

       (F)     entered into or varied or authorised, proposed or announced its intention to enter into
               or vary any material contract, arrangement, agreement, transaction or commitment
                                        35




      (whether in respect of capital expenditure or otherwise) which is outside of the ordinary
      course of business and is of a long-term, unusual or onerous nature or magnitude or
      which is or which involves an obligation of a nature or magnitude which is reasonably
      likely to be materially restrictive on the businesses of any member of the Wider Just
      Eat Group or the Wider Prosus Group and/or as a whole, and in either case which is
      material in the context of the Wider Just Eat Group taken as a whole or material in the
      context of the Offer;

(G)   entered into or materially varied the terms of, or made any offer (which remains open
      for acceptance) to enter into or materially vary the terms of any contract, service
      agreement, commitment or arrangement with any director or senior executive of Just
      Eat, other than as agreed by the Panel or agreed with MIH;

(H)   proposed, agreed to provide or modified the terms of any share option scheme,
      incentive scheme or other benefit relating to the employment or termination of
      employment of any employee of the Wider Just Eat Group which are material in the
      context of the Wider Just Eat Group taken as a whole or material in the context of the
      Offer (including the Just Eat Share Plans), other than salary increases, bonuses or
      variations of terms in the ordinary course as agreed by the Panel and/or MIH (as
      applicable);

(I)   purchased, redeemed or repaid or announced any proposal to purchase, redeem or
      repay any of its own shares or other securities or reduced or, except in respect of the
      matters mentioned in Condition 8(A), made any other change to any part of its share
      capital;

(J)   except in the ordinary course of business, waived, compromised or settled any claim
      by or against any member of the Wider Just Eat Group which is material in the context
      of the Wider Just Eat Group as a whole or material in the context of the Offer;

(K)   terminated or varied the terms of any agreement or arrangement which is of a long
      term or unusual nature between any member of the Wider Just Eat Group and any
      other person in a manner which is materially adverse to the Wider Just Eat Group taken
      as a whole;

(L)   except in relation to changes made or agreed as a result of or arising from, changes to
      legislation, made or agreed or consented to or procured any change to, or the custodian
      or trustee of any scheme having made a change to:

      (i)     the terms of the governing documents of any pension scheme(s) established
              by any member of the Wider Just Eat Group for its directors, former directors,
              employees, former employees or their dependants;

      (ii)    the contributions payable to any such scheme(s) or to the benefits which
              accrue, or to the pensions which are payable, thereunder;

      (iii)   the basis on which qualification for, or accrual or entitlement to, such benefits
              or pensions are calculated or determined; or

      (iv)    the basis upon which the liabilities (including pensions) of such pension
              schemes are funded, valued, made, agreed or consented to,

      (v)     to an extent which in any such case is material in the context of the Wider Just
              Eat Group taken as a whole or material in the context of the Offer;
                                                   36




        (M)     carried out any act which:

                (i)      would or could reasonably be expected to lead to the commencement of the
                         winding up of any pension scheme(s) established by any member of the Wider
                         Just Eat Group for its directors, former directors, employees, former employees
                         or their dependants;

                (ii)     would or might create a material debt owed by an employer to any such plan;
                         or

                (iii)    would or might accelerate any obligation on any employer to fund or pay
                         additional contributions to any such plan;

        (N)     been unable, or admitted in writing that it is unable, to pay its debts when they fall due
                or commenced negotiations with one or more of its creditors with a view to rescheduling
                or restructuring any of its indebtedness, or having stopped or suspended (or threatened
                to stop or suspend) payment of its debts generally or ceased or threatened to cease
                carrying on all or a substantial part of its business, which is material in the context of
                the Wider Just Eat Group taken as a whole;

        (O)     (other than in respect of a member of the Wider Just Eat Group which is dormant and
                was solvent at the relevant time) taken any steps, corporate action or had any legal
                proceedings instituted or threatened against it in relation to the suspension of
                payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise),
                dissolution, reorganisation or for the appointment of a receiver, administrator,
                administrative receiver, trustee or similar officer of all or any of its assets or revenues
                or any analogous or equivalent steps or proceedings in any jurisdiction or appointed
                any analogous person in any jurisdiction or had any such person appointed;

        (P)     except for transactions between Just Eat and its wholly owned subsidiaries or between
                the wholly owned subsidiaries of Just Eat, made, authorised, proposed or announced
                an intention to propose any change in its loan capital;

        (Q)     except for transactions between members of the Wider Just Eat Group and
                transactions entered into in the ordinary course of business, entered into, implemented
                or authorised the entry into, any joint venture, asset or profit sharing arrangement,
                partnership or merger of business or corporate entities;

        (R)     entered into any contract, transaction or arrangement which would be restrictive on the
                business of any member of the Wider Just Eat Group other than to a nature and extent
                which is market standard in the context of the business concerned;

        (S)     entered into any agreement, arrangement, commitment or contract or passed any
                resolution or made any offer (which remains open for acceptance) with respect to or
                announced an intention to, or to propose to, effect any of the transactions, matters or
                events referred to in this Condition 8; or

        (T)     taken (or having agreed or proposed to take) an action which requires, or would require,
                the consent of the Panel or the approval of Just Eat Shareholders in accordance with,
                or as contemplated by, Rule 21.1 of the City Code;

No adverse change, litigation, regulatory enquiry or similar
                                                  37




9.    except as Disclosed, since 31 December 2018 there having been, in each case to an extent
      which is material in the context of the Wider Just Eat Group taken as a whole, or material in the
      context of the Offer:

      (A)     no adverse change or deterioration and no circumstance having arisen which would or
              might reasonably be expected to result in any adverse change in, the business, assets,
              financial or trading position or profits or prospects or operational performance of any
              member of the Wider Just Eat Group;

      (B)     no litigation, arbitration proceedings, prosecution or other legal proceedings:

              (i)     having been threatened, announced or instituted by, or against, or remaining
                      outstanding against, or in respect of, any member of the Wider Just Eat Group;
                      or

              (ii)    to which any member of the Wider Just Eat Group is or may become a party
                      (whether as claimant, defendant or otherwise), having been threatened,
                      announced, instituted or remaining outstanding by, against or in respect of, any
                      member of the Wider Just Eat Group;

      (C)     no enquiry, review or investigation by, or complaint or reference to, any Third Party
              against or in respect of any member of the Wider Just Eat Group having been
              threatened in writing, announced or instituted or remaining outstanding by, against or
              in respect of any member of the Wider Just Eat Group;

      (D)     no contingent or other liability having arisen or become apparent to MIH which is, or
              which would be likely to affect, adversely the business, assets, financial or trading
              position or profits or prospects of any member of the Wider Just Eat Group; and

      (E)     no steps having been taken and no omissions having been made which are likely to
              result in the withdrawal, cancellation, termination or modification of any licence held by
              any member of the Wider Just Eat Group which is necessary for the proper carrying on
              of its business;

      No discovery of certain matters

10.   except as Disclosed, MIH not having discovered, in each case to an extent which is material in
      the context of the Wider Just Eat Group taken as a whole or material in the context of the Offer:

      (A)     that any financial, business or other information concerning the Wider Just Eat Group
              publicly disclosed prior to the date of this Announcement by, or on behalf of, any
              member of the Wider Just Eat Group is misleading, contains a material
              misrepresentation of any fact, or omits to state a fact necessary to make that
              information not misleading where the relevant information has not subsequently been
              corrected prior to the date of this Announcement by disclosure, either publicly or
              otherwise to MIH;

      (B)     that any member of the Wider Just Eat Group is subject to any liability, contingent or
              otherwise, which is not Disclosed in the annual report and accounts of Just Eat for the
              financial year ended 31 December 2018;

      (C)     that any past or present member of the Wider Just Eat Group has failed to comply in
              any material respect with any applicable legislation, regulations or other requirements
              of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage,
                                                   38




              disposal, discharge, spillage, release, leak or emission of any waste or hazardous
              substance or any substance likely to impair the environment (including property) or
              harm human health or otherwise relating to environmental matters or the health and
              safety of humans, which noncompliance would be likely to give rise to any material
              liability including any penalty for non-compliance (whether actual or contingent) on the
              part of any member of the Wider Just Eat Group;

      (D)     that there is or is reasonably likely to be any material obligation or liability (whether
              actual or contingent) or requirement to make good, remediate, repair, reinstate or clean
              up any property, asset or any controlled waters currently or previously owned,
              occupied, operated or made use of or controlled by any past or present member of the
              Wider Just Eat Group (or on its behalf), or in which any such member may have or
              previously have had or be deemed to have had an interest, under any environmental
              legislation, common law, regulation, notice, circular, Authorisation or order of any Third
              Party or any other person or body in any jurisdiction or to contribute to the cost thereof
              or associated therewith or indemnify any person in relation thereto;

      (E)     circumstances exist (whether as a result of the Offer or otherwise) which would be
              reasonably likely to lead to any Third Party instituting, or whereby any past or present
              member of the Wider Just Eat Group would be likely to be required to institute, an
              environmental audit or take any other steps which would in any such case be
              reasonably likely to result in any liability (whether actual or contingent) to improve,
              modify existing or install new plant, machinery or equipment or carry out changes in
              the processes currently carried out or make good, remediate, repair, re-instate or clean
              up any land or other asset currently or previously owned, occupied or made use of by
              any past or present member of the Wider Just Eat Group (or on its behalf) or by any
              person for which a member of the Wider Just Eat Group is or has been responsible, or
              in which any such member may have or previously have had or be deemed to have
              had an interest which is material in the context of the Wider Just Eat Group as a whole;
              or

      (F)     any information which affects the import of any information disclosed at any time by or
              on behalf of any member of the Wider Just Eat Group;

      Anti-corruption

11.   except as Disclosed, MIH not having discovered, in each case to an extent which is material in
      the context of the Wider Just Eat Group taken as a whole or material in the context of the Offer,
      that:

      (A)     any past or present member, director, officer or employee of the Wider Just Eat Group
              or any person that performs or has performed services for or on behalf of any such
              member, director, officer or employee is or has engaged in:

              (i)       any activity, practice or conduct which would constitute an offence under the
                        Bribery Act 2010 or any other applicable anticorruption legislation; or

              (ii)      any business with, made any investments in, made any funds or assets
                        available to or received any funds or assets from: (1) any government, entity
                        or individual in respect of which US or European Union persons, or persons
                        operating in those territories, are prohibited from engaging in activities or doing
                        business, or from receiving or making available funds or economic resources,
                        by US or European Union laws or regulations, including the economic
                        sanctions administered by the United States Office of Foreign Assets Control,
                                                     39




                         or HM Treasury & Customs; or (2) any government, entity or individual targeted
                         or covered by any of the economic sanctions administered or imposed by the
                         United Nations, the United States (including, without limitation, the United
                         States Office of Foreign Assets Control), the United Kingdom, the European
                         Union (or any of its respective member states) or any other governments or
                         supranational body or authority in any jurisdiction, save that this shall not apply
                         if and to the extent that it is or would be unenforceable by reason of breach of
                         any applicable Blocking Law; or

        (B)     a member of the Wider Just Eat Group has engaged in any transaction which would
                cause any member of the Wider Prosus Group to be in breach of any law or regulation
                upon MIH’s (direct or indirect) acquisition of Just Eat, including the economic sanctions
                administered by the United States Office of Foreign Assets Control, or HM Treasury &
                Customs, or any government, entity or individual targeted by any of the economic
                sanctions of the United Nations, the United States, the European Union (or any of its
                respective member states) or any other governments or supranational body or authority
                in any jurisdiction, save that this shall not apply if and to the extent that it is or would
                be unenforceable by reason of breach of any applicable Blocking Law; and

No criminal property

12.     except as Disclosed, MIH not having discovered, in each case to an extent which is or could
        be material in the context of the Wider Just Eat Group taken as a whole or material in the
        context of the Offer, that any asset of any member of the Wider Just Eat Group constitutes
        criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
        disregarding paragraph (b) of that definition).

Part B: Certain further terms of the Offer

1.      The Conditions are inserted for the benefit of MIH and no Just Eat Shareholder shall be entitled
        to waive any of the Conditions without the prior consent of MIH.

2.      Subject to the requirements of the Panel, MIH reserves the right to waive, in whole or in part,
        Conditions 2 to 12 (inclusive) in Part A at its absolute discretion.

3.      Condition 1 cannot be waived.

4.      Save where MIH has confirmed the satisfaction or waiver of all Conditions, MIH shall be under
        no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat
        as satisfied any of the Conditions capable of waiver by a date earlier than the latest date
        specified for the satisfaction of that Condition, notwithstanding that the other Conditions may at
        such earlier date have been waived or satisfied and that there are at such earlier date no
        circumstances indicating that any of such Conditions may not be capable of satisfaction.

5.      If the Offer lapses, it will cease to be capable of further acceptance and persons accepting the
        Offer and MIH shall thereupon cease to be bound by acceptances submitted at or before the
        time the Offer lapses.

6.      The Offer will lapse, and will not proceed, unless all of the Conditions relating to the Offer have
        been fulfilled or (if capable of waiver) waived by, or, where appropriate, have been determined
        by MIH to be and remain satisfied by, midnight on the twenty-first day after the later of:

        (A)     the first closing date of the Offer; or
                                                   40




      (B)     the date on which the Offer becomes unconditional as to acceptances,

      or such later date as MIH may, with the consent of the Panel, decide. MIH shall be under no
      obligation to waive or treat as satisfied any Condition by a date earlier than the latest date
      specified above for its satisfaction even though the other Conditions of the Offer may, at such
      earlier date, have been waived or fulfilled and there are, at such earlier date, no circumstances
      indicating that any such Conditions may not be capable of fulfilment.

7.    If MIH is required by the Panel to make an offer for Just Eat Shares under the provisions of
      Rule 9 of the City Code, MIH may make such alterations to any of the Conditions and terms of
      the Offer as are necessary to comply with the provisions of that Rule.

8.    The Offer will lapse if the Offer or any matter arising from or relating to the Offer becomes
      subject to a UK Competition and Markets Authority Phase 2 Reference before 1.00 p.m.
      (London time) on the first closing date or the time and date on which the Offer becomes or is
      declared unconditional as to acceptances (whichever is the later).

9.    The Just Eat Shares acquired under the Offer will be acquired fully paid and free from all liens,
      equities, charges, encumbrances, options, rights of pre-emption and any other third party rights
      and interests of any nature and together with all rights now or hereafter attaching or accruing
      to them, including, without limitation, voting rights and the right to receive and retain in full all
      dividends and other distributions (if any) announced, declared, made or paid or any other return
      of capital (whether by reduction of share capital or share premium account or otherwise) made,
      in each case, by reference to a record date falling on or after the date of this Announcement,
      other than any dividend or distribution in respect of which MIH exercises its right under the
      terms of the Offer to reduce the consideration payable in respect of each Just Eat Share.

10.   If any dividend or other distribution is announced, declared, made, payable or paid in respect
      of the Just Eat Shares on or after the date of this Announcement and prior to all of the conditions
      to the Offer having been fulfilled or (if capable of waiver) waived and so long as the Offer
      remains open for acceptance, MIH reserves the right (without prejudice to any right MIH may
      have, with the consent of the Panel, to invoke Condition 8(B) in Part A of Appendix I to this
      Announcement) at its sole discretion to reduce the consideration payable in respect of each
      Just Eat Share by the amount of all or part of any such dividend or other distribution. If MIH
      exercises this right or makes such a reduction in respect of a dividend or other distribution, Just
      Eat Shareholders will be entitled to receive and retain that dividend or other distribution. Any
      exercise by MIH of its rights referred to in this paragraph 10 of Part B of Appendix I to this
      Announcement shall be the subject of an announcement and, for the avoidance of doubt, shall
      not constitute a revision or variation of the terms of the Offer.

11.   MIH reserves the right, with the consent of the Panel, to elect to implement the acquisition of
      the Just Eat Shares by way of a scheme of arrangement under Part 26 of the Companies Act
      2006. In such event, the Scheme will be implemented on the same terms (subject to appropriate
      amendments), so far as applicable, as those which could apply to the Offer.

12.   The Offer will be made on the terms and will be subject to the Conditions which are set out in
      this Appendix 1, those terms which will be set out in the Offer Document and Form of
      Acceptance and such further terms as may be required to comply with the applicable rules and
      regulations of the FCA and the London Stock Exchange and the City Code, as well as the
      applicable requirements of US federal securities laws. This Announcement does not constitute,
      or form part of, an offer or invitation to purchase Just Eat Shares or any other securities.

13.   The Offer will not be made, directly or indirectly, in, into or by use of the mails of, or by any
      means or instrumentality (including, without limitation, telephonically, or electronically) of
                                                  41




      interstate or foreign commerce of, or any facilities of a national securities exchange of, any
      Restricted Jurisdiction. This document does not constitute an offer in any Restricted Jurisdiction
      and the Offer should not be accepted by any such use, means, instrumentality or facilities or
      otherwise from or within any Restricted Jurisdiction. Accordingly, copies of this document are
      not being and must not be mailed, transmitted or otherwise distributed in whole or in part, in,
      into or from any Restricted Jurisdiction and persons receiving this Announcement (including,
      without limitation, custodians, nominees and trustees) must not mail or otherwise forward,
      distribute or send it in, into or from any Restricted Jurisdiction. Doing so may render invalid any
      purported acceptance of the Offer.

14.   This Announcement and rights and liabilities arising hereunder, the Offer and any acceptance
      thereof, the Offer Document and the Forms of Acceptance will be governed by English law and
      be subject to the jurisdiction of the English courts and to the Conditions set out herein and in
      the Offer Document and Form of Acceptance.

15.   Under Rule 13.5(a) of the City Code, MIH may not invoke a Condition to the Offer so as to
      prevent the Offer from proceeding or to cause it to lapse or to be withdrawn unless the
      circumstances which give rise to the right to invoke the Condition are of material significance
      to MIH in the context of the Offer.

16.   Each of the Conditions shall be regarded as a separate Condition and shall not be limited by
      reference to any other Condition.

17.   MIH reserves the right for any member of the Wider Prosus Group from time to time, instead of
      MIH, to make the Offer or otherwise implement the acquisition of Just Eat.
                                                                 42




                                                         APPENDIX II

                    SOURCES OF INFORMATION AND BASES OF CALCULATION

Unless otherwise stated, in this Announcement:

1.     All prices and Closing Prices for Just Eat Shares are closing middle market quotations derived
       from the London Stock Exchange Daily Official List (SEDOL).

2.     All prices and Closing Prices for Takeaway.com Shares are closing middle market quotations
       derived from the Euronext Amsterdam Daily Official List.

3.     The aggregate value of the consideration of approximately £4.9 billion is calculated by
       multiplying the offered amount of 710 pence in cash per Just Eat Share by Just Eat’s fully
       diluted share capital (as referred to in paragraph 5 below).

4.     The value of the Takeaway.com Offer of 594 pence per Just Eat Share is obtained by:

       (A)        dividing Takeaway.com’s Closing Price of €71.00 as at the Last Practicable Date by
                  the exchange rate of £:€ of £1:€1.165 as at the Last Practicable Date as derived from
                  data provided by Bloomberg; and

       (B)        multiplying the number obtained by the exchange ratio of 0.09744 Takeaway.com by
                  Just Eat Shares announced by Takeaway.com in its Rule 2.7 announcement released
                  on 5 August 2019

5.     The fully diluted share capital of Just Eat is 687,127,131 shares (as published today in Just
       Eat’s circular to Just Eat Shareholders in respect of the Takeaway.com Offer).

6.     The performance of the Online Food Delivery Sector since the start of the Just Eat Offer Period
       is calculated using the performance of the median constituent in the Online Food Delivery
       Sector, when ranked by performance of their Closing Price, over the period between 26 July
       and the Last Practicable Date as follows (Closing Price on 26 July 2019, Closing Price on the
       Last Practicable Date): Takeaway.com (€83.6, €71.0); Delivery Hero (€40.9, €42.5); and
       Grubhub (US$74.6, US$55.8).

7.     The performance of the High-Growth Internet Sector Price since the start of the Just Eat Offer
       Period is calculated using the performance of the median constituent in the High Growth
       Internet Sector, when ranked by performance of their Closing Price, over the period between
       26 July and 21 October 2019 as follows (Closing Price on 26 July 2019, Closing Price on 21
       October 2019): boohoo (£2.3, £2.7); Carvana (US$66.5, US$77.3); Chewy (US$32.5,
       US$27.9); Delivery Hero (€40.9, €42.5); Etsy (US$70.9, US$58.0); Facebook (US$199.8,
       US$189.8); Farfetch (US$22.0, US$8.0); Grubhub (US$74.6, US$55.8); Lyft (US$65.5,
       US$40.9); MercadoLibre (US$654.7, US$545.4); Naspers (ZAR 2,324.7, ZAR2,289.0); Netflix
       (US$335.8, US$278.1); Pinterest (US$27.6, US$26.8); Pluralsight (US$30.7, US$17.1); Prosus
       (€74.2, €66.1)7, RealReal (US$25.9, US$21.6; Redfin (US$18.0, US$18.3); Shopify
       (US$336.5, US$319.7); Snap (US$17.9, US$14.6); Spotify (US$155.4, US$119.0); Square
       (US$81.8, US$61.2); Stitch Fix (US$27.5, US$23.0); Takeaway.com (€83.6, €71.0);
       TeladocHealth (US$69.5, US$68.6); Trade Desk (US$278.6, US$200.8); Twilio (US$150.0,
       US$105.5); Uber (US$44.5, US$31.4); Upwork (US$17.0, US$14.5); Wayfair (US$138.1,
       US$112.8); Wix.com (US$149.1, USD 119.4); Yandex (US$37.0, US$2.8); and Zillow
       (US$49.2, US$33.3).

7
       The peer share prices were rebased to 100 as of 26 July 2019. Prosus began trading on 11 September 2019, at which point its share
       price was rebased to the median price of the peerset in order to align it to the High-Growth Internet Sector
                                                43




8.    All Closing Prices for the Online Food Delivery Sector and High-Growth Internet Sector peers,
      which encompass boohoo, Carvana, Chewy, Delivery Hero, Etsy, Facebook, Farfetch,
      Grubhub, Lyft, MercadoLibre, Naspers, Netflix, Pinterest, Pluralsight, Prosus, RealReal, Redfin,
      Shopify, Snap, Spotify, Square, Stitch Fix, Takeaway.com, TeladocHealth, Trade Desk, Twilio,
      Uber, Upwork, Wayfair, Wix.com, Yandex and Zillow are derived from data provided by
      Bloomberg.

9.    Unless otherwise stated, historical financial information relating to Prosus have been extracted
      or derived (without material adjustment) from the audited financial statements present in the
      Prosus prospectus

10.   Prosus’s market capitalisation as of the Last Practicable Date is provided by Bloomberg.

11.   Certain figures included in this Announcement have been subject to rounding adjustments.
                                          44




                                    APPENDIX III

                                    DEFINITIONS

Announcement         this announcement made pursuant to Rule 2.7 of the City Code;

Authorisations       regulatory authorisations, orders, recognitions, grants, consents,
                     clearances, confirmations, certificates, licences, permissions and/or
                     approvals;

Blocking Law         (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November
                     1996 (or any law or regulation implementing such Regulation in any
                     member state of the European Union or the United Kingdom); or (ii) any
                     similar blocking or anti-boycott law;

Business Day         a day (other than a Saturday, Sunday or public or bank holiday in England
                     and/or the Netherlands) on which banks are generally open for business
                     in London and Amsterdam other than solely for trading and settlement in
                     Euro;

City Code            the City Code on Takeovers and Mergers;

Clean Team           the clean team agreement entered into between MIH and Just Eat dated
Confidentiality      4 October 2019, as described at paragraph 9 of this Announcement;
Agreement

Closing Price        (a) for Just Eat: the closing middle market quotations of a share derived
                     from the Daily Official List of the London Stock Exchange; (b) for
                     Takeaway.com: the closing middle market quotations of a share derived
                     from the Daily Official List of the Euronext Amsterdam; and (c); for High-
                     Growth Internet Sector and Online Food Delivery Sector peers, which
                     encompass boohoo, Carvana, Chewy, Delivery Hero, Etsy, Facebook,
                     Farfetch, Grubhub, Lyft, MercadoLibre, Naspers, Netflix, Pinterest,
                     Pluralsight, Prosus, RealReal, Redfin, Shopify, Snap, Spotify, Square,
                     Stitch Fix, Takeaway.com, TeladocHealth, Trade Desk, Twilio, Uber,
                     Upwork, Wayfair, Wix.com, Yandex and Zillow: the closing middle market
                     quotations provided by Bloomberg;

Companies Act 2006   the UK Companies Act 2006;

Conditions           the conditions to the implementation of the Offer, as set out in Appendix I
                     to this Announcement and to be set out in the Offer Document (or, if
                     applicable, the Scheme Document);

Confidentiality      the confidentiality agreement entered into between MIH and Just Eat on
Agreement            20 September 2019, as described at paragraph 9 of this Announcement;

CREST                the relevant system (as defined in the          Uncertificated Securities
                     Regulations 2001 (SI 2001/3755)) in respect     of which Euroclear UK &
                     Ireland Limited is the Operator (as defined     in those Regulations) in
                     accordance with which securities may be         held and transferred in
                     uncertificated form;
                                               45




CSOP                     the Just Eat Holdings Limited Company Share Option Plan and the Just
                         Eat Group Holdings Limited Company Share Option Plan No. 2
                         (International);

Dealing Disclosure       the meaning given to it in Rule 8 of the City Code;

Disclosed                the information fairly disclosed by or on behalf of Just Eat: (a) in the annual
                         report and accounts of Just Eat for the financial year ended 31 December
                         2018; (b) in the Just Eat 2019 Interim Results; (c) in this Announcement;
                         or (d) in any other public announcement to a Regulatory Information
                         Service by, or on behalf of, Just Eat prior to the publication of this
                         Announcement made by Just Eat in accordance with the Market Abuse
                         Regulation, Listing Rules or Disclosure Guidance and Transparency Rules
                         after 31 December 2018;

Disclosure Guidance and the disclosure guidance and transparency rules made by the FCA and
Transparency Rules      forming part of the FCA’s handbook of rules and guidance;

DSBP                     the Just Eat Deferred Share Bonus Plan 2018;

Effective Date           the date on which either: (i) the date on which the Offer becomes or is
                         declared unconditional in all respects; or (ii) if MIH (subject to the consent
                         of the Panel) elects to implement the Offer by means of a Scheme, the
                         date on which the Scheme becomes effective in accordance with its terms;

EMI                      the Just Eat Group Limited Enterprise Management Incentive (EMI) Share
                         Option Plan;

FCA                      the Financial Conduct Authority acting in its capacity as the competent
                         authority for the purposes of Part VI of the Financial Services and Markets
                         Act 2000, or any successor authority or authorities, as relevant;

Form of Acceptance       the form of acceptance and authority relating to the Offer which will
                         accompany the Offer Document for use by Just Eat Shareholders;

FSMA                     the UK Financial Services and Markets Act 2000 (as amended from time
                         to time);

FTSE                     the Financial Times Stock Exchange Group;

High Growth Internet     the sector composed of publicly listed internet companies outside of Asia
Sector                   with a market capitalisation greater than US$1bn based on Closing Prices
                         on the Last Practicable Date and consensus forecast 2019-2021 revenue
                         compound annual growth rate of greater than 20 per cent. comprising
                         boohoo, Carvana, Chewy, Delivery Hero, Etsy, Facebook, Farfetch,
                         Grubhub, Lyft, MercadoLibre, Naspers, Netflix, Pinterest, Pluralsight,
                         Prosus, RealReal, Redfin, Shopify, Snap, Spotify, Square, Stitch Fix,
                         Takeaway.com, TeladocHealth, Trade Desk, Twilio, Uber, Upwork,
                         Wayfair, Wix.com, Yandex and Zillow;

ISIN                     International Securities Identification Number;
                                                 46




J.P. Morgan Cazenove        J.P. Morgan Securities plc, which conducts its UK investment banking
                            business as J.P. Morgan Cazenove;

JSOP                        the Just Eat Joint Share Ownership Plan;

Just Eat                    Just Eat plc, a public limited company incorporated in England and Wales
                            with registered number 06947854;

Just Eat 2019 Interim       the Just Eat half year results announcement released on 31 July 2019 in
Results                     respect of the six month period ended 30 June 2019;

Just Eat Directors          the directors of Just Eat at the date of this Announcement or, where the
                            context so requires, the directors of Just Eat from time to time;

Just Eat Group              Just Eat and its subsidiaries and subsidiary undertakings;

Just Eat Share Plans        the PSP, the RSP, the DSBP, the Sharesave Schemes, the CSOP, the
                            SIP, the JSOP and the EMI;

Just Eat Shareholders       the holders of Just Eat Shares from time to time;

Just Eat Shares             the existing unconditionally allotted and issued and fully paid ordinary
                            shares of £0.01 each in the capital of Just Eat and any further such
                            ordinary shares which are unconditionally allotted or issued before the
                            Scheme becomes effective;

Just Eat’s Q3 Trading       the Just Eat quarterly trading update announcement released on 21 July
Update                      2019 in respect of the three and nine month periods ended 30 June 2019;

Last Practicable Date       21 October 2019 (being the last Business Day before the date of this
                            Announcement);

Listing Rules               the listing rules and regulations made by the FCA as part of its UK Listing
                            Authority functions pursuant to Part 6 of the Financial Services and
                            Markets Act 2000 and contained in the FCA’s publication of the same
                            name;

London Stock Exchange       London Stock Exchange plc;

Market Abuse Regulation Regulation (EU) No. 596/2014 of the European Parliament and the
                        Council of 16 April 2014 on market abuse, and/or, as applicable, such
                        regulation as it forms part of the domestic UK law by virtue of section 3 of
                        the European Union (Withdrawal) Act 2018;

MIH                         MIH Food Delivery Holdings B.V., a company with limited liability
                            incorporated under the laws of and domiciled in the Netherlands with
                            commercial register number 71511482;

Naspers                     Naspers Limited, a company incorporated in the Republic of South Africa
                            with registration number 1925/001431/06;

the Netherlands             the Kingdom of the Netherlands;
                                                47




Offer                     the offer to be made by or on behalf of MIH to acquire the entire issued
                          and to be issued ordinary share capital of Just Eat on the terms and
                          subject to the conditions to be set out in the Offer Document and the Form
                          of Acceptance and, where the context admits, any subsequent revision,
                          variation, extension or renewal of such offer;

Offer Document            the offer document published by or on behalf of MIH in connection with the
                          Offer containing, inter alia, the terms and conditions of the Offer;

Offer Period              the Offer Period (as defined by the City Code) relating to Just Eat, which
                          commenced on 27 July 2019;

Official List             the official list maintained by the FCA;

Online Food Delivery      the sector composed of publicly listed online food delivery companies
Sector                    outside of Asia, comprising Takeaway.com, Delivery Hero and Grubhub;

Opening Position          the meaning given to it as in Rule 8 of the City Code;
Disclosure

Panel                     the UK Panel on Takeovers and Mergers;

Panel Confidentiality     the Panel confidentiality agreement entered into between MIH, Just Eat
Agreement                 and their legal advisers dated 1 October 2019, as described at paragraph
                          9 of this Announcement;

PRA                       the Prudential Regulation Authority or any successor authority or
                          authorities, as relevant;

Prosus                    Prosus N.V., a public company with limited liability incorporated under the
                          laws of and domiciled in the Netherlands with commercial register number
                          34099856;

Prosus Group              Prosus and its subsidiaries and subsidiary undertakings from time to time
                          and, where the context permits, each of them;

PSP                       the Just Eat Performance Share Plan;

Regulatory Information    a regulatory information service as defined in the Listing Rules;
Service

Restricted Jurisdiction   any jurisdiction where local laws or regulations may result in a significant
                          risk of civil, regulatory or criminal exposure if information concerning the
                          Offer is sent or made available to Just Eat Shareholders in that jurisdiction;

Restricted Persons        Just Eat Shareholders resident in, or nationals or citizens of, a Restricted
                          Jurisdiction or who are nominees or custodians, trustees or guardians for,
                          citizens, residents or nationals of a Restricted Jurisdiction;

RSP                       the Just Eat Restricted Shares Plan;

Scheme                    a scheme of arrangement under Part 26 of the Companies Act 2006
                          between Just Eat and Just Eat Shareholders to implement the Offer
                                              48




                         (should MIH elect to implement the Offer by way of a scheme of
                         arrangement);

Scheme Document          should MIH elect to implement the Offer by way of a scheme of
                         arrangement, the document to be dispatched to Just Eat Shareholders
                         and persons with information rights in connection with the Scheme;

Sharesave Schemes        the Just Eat Sharesave Scheme, the Just Eat Ireland Sharesave Scheme
                         and the Just Eat International Sharesave Scheme “Significant Interest” in
                         relation to an undertaking, a direct or indirect interest in 10 per cent. or
                         more of the equity share capital of such undertaking;

SIP                      the Just Eat Share Incentive Plan and the Just Eat International Share
                         Incentive (Free Share) Plan;

Spanish Competition Act Spanish Act 15/2007, of 3 July 2007 on Defence of Competition (Ley
                        15/2007, de 3 de julio, de Defensa de la Competencia);

Spanish Markets and      the Comisión Nacional de los Mercados y la Competencia, the competent
Competition              Spanish authority responsible for competition;
Commission

Takeaway.com             Takeaway.com N.V., a public company with limited liability (naamloze
                         vennootschap) incorporated under the laws of and domiciled in the
                         Netherlands with registered number 08142836;

Takeaway.com Offer       the all share offer by Takeaway.com for the entire issued and to be issued
                         ordinary share capital of Just Eat;

Third Party              any central bank, government or governmental, quasi-governmental,
                         supranational, statutory, regulatory, environmental, administrative, fiscal
                         or investigative body, court, trade agency, association, institution,
                         employee representative body, any entity owned or controlled by any
                         relevant government or state or any other body or person whatsoever in
                         any jurisdiction;

UK or United Kingdom     the United Kingdom of Great Britain and Northern Ireland;

UK Competition and       the UK Competition and Markets Authority, the competent UK authority
Markets Authority        and department of the government of the United Kingdom responsible for
                         competition;

US or United States      the United States of America, its territories and possessions, any state of
                         the United States of America and the District of Columbia;

US Exchange Act          US Securities Exchange Act of 1934 and the rules and regulations
                         promulgated thereunder;

US Securities Act        US Securities Act of 1933 and the rules and regulations promulgated
                         thereunder;

Voting Record Time       the time and date specified in the Scheme Document by reference to
                         which entitlement to vote on the Scheme will be determined;
                                                 49




Wider Just Eat Group       Just Eat and its subsidiaries, subsidiary undertakings, associated
                           undertakings and any other body corporate, partnership, joint venture or
                           person in which Just Eat and/or such undertakings (aggregating their
                           interests) have a Significant Interest, but excluding the Wider Prosus
                           Group; and

Wider Prosus Group         Naspers and its subsidiaries, subsidiary undertakings, associated
                           undertakings and any other body corporate, partnership, joint venture or
                           person in which Naspers and/or such undertakings (aggregating their
                           interests) have a Significant Interest, but excluding the Wider Just Eat
                           Group.

For the purposes of this Announcement:

       •       subsidiary, subsidiary undertaking, undertaking have the respective meanings
               given thereto by the Companies Act 2006 and associated undertaking has the
               meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized
               Companies and Groups (Accounts and Reports) Regulations 2008 (other than
               paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this
               purpose);

       •       all references to statutory provision or law or to any order or regulation shall be
               construed as a reference to that provision, law, order or regulation as extended,
               modified, replaced or re-enacted from time to time and all statutory instruments,
               regulations and orders from time to time made thereunder or deriving validity therefrom;

       •       all references to time in this Announcement are to London time unless otherwise stated;

       •       all references to pound Sterling, £ and pence are to the lawful currency of the United
               Kingdom;

       •       all references to Euro or € are to the lawful currency of the European Union;

       •       all references to US$ are to the lawful currency of the United States;

       •       all references to ZAR are to the lawful currency of the Republic of South Africa; and

       •       references to the singular include the plural and vice versa.

Date: 22/10/2019 10:00:00
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