PROSUS N.V - Lapse of offer for JUST EAT PLC by PROSUS N.V.

Lapse of offer for JUST EAT PLC by PROSUS N.V.

PROSUS N.V.
(formerly named Myriad International Holdings N.V)
Incorporated in the Netherlands
Legal Entity Identifier: 635400Z5LQ5F9OLVT688
ISIN: NL0013654783
Euronext Amsterdam and JSE Share code: PRX
("Prosus")

LAPSE OF THE OFFER for JUST EAT PLC by PROSUS N.V.
through its wholly-owned indirect subsidiary MIH Food Delivery Holdings B.V.

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

On 19 December 2019, Prosus N.V. (Prosus) announced the final increased offer by its wholly-owned
indirect subsidiary MIH Food Delivery Holdings B.V. (MIH) to acquire the entire issued and to be issued
share capital of Just Eat plc (Just Eat) (the Final Increased Offer).

As at 1.00 p.m. (London time) on 10 January 2020 (being the closing date of the Final Increased Offer),
Prosus had received valid acceptances of the Final Increased Offer in respect of 158,037 Just Eat Shares,
representing approximately 0.02 per cent. of the issued share capital of Just Eat. MIH does not own any Just
Eat Shares. As such, the Acceptance Condition has not been satisfied and the Final Increased Offer has
now lapsed.

As the Final Increased Offer has lapsed, it is no longer open to acceptances and any accepting Just Eat
Shareholders cease to be bound by their acceptances.

Bob van Dijk, CEO of Prosus, commented: “We would like to thank the Just Eat board and management
team for their constructive engagement throughout the process. As stated in our Original Offer and
subsequently, we consider Just Eat an attractive business though one which will require significant
investment. We have been clear throughout that we would remain disciplined in how we allocate our capital
and the price that we would offer.

We have an outstanding track record of executing M&A at the right price for our shareholders and of
generating strong returns. Just Eat is not an acquisition we wanted to make at any cost and while we have
significant financial capacity, we believe that our final offer of 800 pence per share was appropriate in light of
the investment required and preserved our ability to create value for our shareholders.

Our core operating segments are growing fast with significant runway ahead of them. We will continue to
identify and pursue opportunities that will be both additive to our current strategy and generate high levels of
return for our shareholders.”
            
In respect of Just Eat Shares held in certificated form, the Form of Acceptance, Second Form of Acceptance
and/or Third Form of Acceptance (as applicable), share certificate(s) and/or other document(s) of title will be
returned by post (or by such other method as may be approved by the Panel) within 14 days of the Final
Increased Offer lapsing to the person or agent whose name and address outside the Restricted Jurisdictions
is set out in the relevant box on the relevant Form of Acceptance or, if none is set out, to the first-named or
sole holder of his registered address outside the Restricted Jurisdictions. No such documents will be sent to
an address in any Restricted Jurisdiction.

In respect of Just Eat Shares held in uncertificated form, Computershare, the Receiving Agent, will,
immediately (or within such longer period as the Panel may permit, not exceeding 14 days after the lapsing
of the Final Increased Offer), give instructions to Euroclear to transfer all Just Eat Shares held in escrow
balances and in relation to which it is the escrow agent for the purposes of the Final Increased Offer to the
original available balances of the Just Eat Shareholders concerned.

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the
Final Increased Offer Document (including words or expressions defined in the Final Increased Offer
Document by reference to the Offer Document).

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

Morgan Stanley & Co International plc (Financial adviser to            +44 207 425 8000
Prosus and MIH)
Mark Rawlinson
Gergely Voros
Enrique Perez-Hernandez
Laurence Hopkins
Ben Grindley

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.

JSE sponsor: Investec Bank Limited


10 January 2020
Amsterdam, the Netherlands

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 Final Increased Offer and will not regard any other person as its client in relation to the Final
Increased 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 Final
Increased 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 Final Increased Offer
or otherwise.

Morgan Stanley & Co. International plc (Morgan Stanley), 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 matters set out in this Increased Offer. In connection with such
matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in connection with the contents of this Final
Increased Offer or any other matter referred to herein.

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 Final
Increased Offer or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to
the Final Increased Offer in any jurisdiction in contravention of any applicable laws.

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.

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.


Date: 10-01-2020 05:30:00
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