NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART), IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

3 February 2020

Just Eat plc ("Just Eat")

Suspension of Listing and Trading in Just Eat Shares

Further to the announcement made on 31 January 2020, Just Eat confirms that the listing of Just Eat shares on the premium segment of the Official List of the Financial Conduct Authority will be suspended at 7.30 a.m. (London time) today and trading of Just Eat shares on the London Stock Exchange's main market for listed securities will be suspended prior to 8.00 a.m. (London time) today.

Following discussions with the Financial Conduct Authority, Just Eat has requested the suspension of the listing of Just Eat shares on the basis that following the offer by Takeaway.com for Just Eat becoming unconditional in all respects on 31 January 2020 and given that Takeaway.com has agreed to acquire 92.2% of the voting rights of Just Eat:

·      there will be limited liquidity in the trading of Just Eat shares and limited free float such that under LR 5.1.1 there may be a risk to the efficient and smooth operation of a market in Just Eat shares; and

·      notwithstanding the "hold separate" order imposed by the CMA on Takeaway.com and Just Eat, there may be a risk that Just Eat is not able to operate as required under Listing Rule 6.4 or Listing Rule 6.6.

It is expected that the listing of Just Eat shares on the premium listing segment of the Official List of the Financial Conduct Authority will be cancelled and that Just Eat shares will cease to be admitted to trading on the main market for listed securities of the London Stock Exchange with effect from 8.00 a.m. (London time) on 2 March 2010.

Enquiries

Just Eat                                                                              +44 (0) 20 3667 6948

Chris Dyett, Natalia Dyett, Investor Relations

Jo de Koning, Ellen Freeth, Corporate Communications        press@just-eat.com

Goldman Sachs International (Financial adviser and corporate broker to Just Eat)

Anthony Gutman                                                                 +44 (0) 20 7774 1000

Nick Harper

Clif Marriott

Duncan Stewart

Oakley Advisory (Financial adviser to Just Eat)

Christian Maher                                                                   +44 (0) 20 7766 6900

Marc Jones

Max Gilbert

UBS (Financial adviser and corporate broker to Just Eat)

Rahul Luthra                                                                        +44 (0) 20 7567 8000

Craig Calvert

Sandip Dhillon

Christian Lesueur

Brunswick Group LLP                                                        +44 (0) 20 7404 5959

Sarah West

David Litterick

James Baker

About Just Eat

Just Eat Plc (LSE: JE.) operates a leading global hybrid marketplace for online food delivery. Headquartered in London, we use proprietary technology to offer a quick and efficient digital ordering service for over 28 million customers (excluding Brazil and Mexico) and more than 240,000 Restaurant Partners across the UK, Australia & New Zealand, Canada, Denmark, France, Ireland, Italy, Mexico, Norway, Spain, Switzerland and Brazil.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Just Eat and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Just Eat for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.

Oakley Advisory, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Just Eat and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Just Eat for providing the protections afforded to clients of Oakley Advisory, or for providing advice in connection with the matters referred to in this announcement.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting as financial adviser to Just East and no one else in connection with the matters set out in this Announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any person other than Just Eat 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 relation to the contents of this Announcement or any other matter referred to herein.

Important notice

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.