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Placing and Open Offer Launch Announcement

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS.

PLEASE SEE THE IMPORTANT NOTICE CONTAINED WITHIN THIS ANNOUNCEMENT.

JUST EAT plc (“JUST EAT” or the “Company”), the world’s leading online and mobile marketplace for takeaway food1, announces its intention to raise approximately £445 million from the issuance of equity by way of a placing and open offer (the “Placing and Open Offer”). The proceeds will be used to finance JUST EAT’s proposed acquisition of the entire issued and outstanding capital stock of Menulog Group Limited (“Menulog”), which was announced on 8th May 2015, for a total cash consideration of A$855 million (£445 million2) (the “Acquisition”). The Company announced on 20th May 2015 that it had received notification from the Foreign Investment Review Board that the Australian Treasurer has no objections to the Acquisition.

Summary of the principal terms of the Placing and Open Offer

Structure

The directors of the Company (the “Directors”) consider the Placing and Open Offer to be a suitable fundraising structure as it will allow access to new investors to broaden the Company’s shareholder base, whilst providing existing shareholders with the opportunity to participate in the fundraising through the Open Offer.

Placing and Open Offer

The Company proposes to raise approximately £445 million by way of a Placing and Open Offer. The terms of the proposed Placing and Open Offer are to be determined based on an accelerated bookbuilt offering (“the Bookbuild”) to be carried out by J.P. Morgan Securities plc, which carries on its investment banking activities under the name J. P. Morgan Cazenove, ("J.P. Morgan Cazenove") and Goldman Sachs International (“Goldman Sachs International” and, together with J.P. Morgan Cazenove, the “Joint Bookrunners” and each a “Bookrunner”).

The Directors recognise the importance of pre-emption rights to Shareholders and consequently all of the New Ordinary Shares will be offered to existing Qualifying Shareholders by way of an Open Offer. The Open Offer provides an opportunity for Qualifying Shareholders to participate in the fundraising by subscribing for their respective Open Offer Entitlements.

The Bookbuild will open with immediate effect. The number of New Ordinary Shares to be issued under the Open Offer and to be conditionally placed (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) in the Placing, and the price at which such New Ordinary Shares are to be issued in the Placing and the Open Offer (the "Issue Price"), will be agreed by J.P. Morgan Cazenove, Goldman Sachs International and JUST EAT at the close of the Bookbuild. The timing of the closing of the Bookbuild and allocations are at the discretion of J.P. Morgan Cazenove and Goldman Sachs International, following consultation with the Company. Details of the Issue Price and the number of New Ordinary Shares to be issued will be announced as soon as practicable after the close of the Bookbuild.

The Placing has been fully underwritten by J.P. Morgan Cazenove and Goldman Sachs International subject to the conditions and termination rights set out in the Placing Agreement. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in Appendix I to this announcement and a list of definitions used can be found in Appendix II to this announcement (together, the "Announcement").

The New Ordinary Shares to be issued pursuant to the Placing and Open Offer will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the ordinary shares after Admission.

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire New Ordinary Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in Appendix I.

1 Source: Google Analytics

2 Exchange rate: A$1.92 / £1 from FactSet as at 7th May 2015

Important Notice

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying non-CREST Shareholders should also note that their Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be credited to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear’s Claims Processing Unit. New Ordinary Shares not applied for under the Open Offer will not be sold in the market for the benefit of those who do not apply to take up their Open Offer Entitlements. Qualifying Shareholders who do not apply to take up New Ordinary Shares will have no rights under the Open Offer.

Applications for Admission

Applications will be made to the FCA for the New Ordinary Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to trading on the London Stock Exchange plc's main market for listed securities (together, "Admission"). It is expected that settlement for the New Ordinary Shares placed in the Placing and Admission will take place at 8.00 a.m. on 11th June 2015.

Use of proceeds

The Directors expect the proceeds of the Placing and Open Offer, approximately £445 million, to be used to fund the Acquisition. However, the Placing and Open Offer is not conditional on completion of the Acquisition. If the Acquisition is not completed the net proceeds of the Placing and Open Offer will be retained by the company for general corporate purposes and to provide liquidity for future acquisition opportunities that may arise.

Conditionality

The Placing and Open Offer are conditional, inter alia, upon:

(a) Admission becoming effective by not later than 8.00 a.m. on 11th June 2015 (or such later time and/or date as J.P. Morgan Cazenove, Goldman Sachs International and the Company may agree, not being later than 3.00 p.m. on 18th June 2015); and

(b) the Placing Agreement becoming unconditional in all respects.

Accordingly, if any such conditions are not satisfied or, if applicable, waived, the Placing and Open Offer will not proceed, any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant’s risk) in the case of Qualifying non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.

Major Shareholders

Three of the Company’s pre-IPO investors, The Sara Marron Discretionary Settlement (the “SM Trust”), Index Ventures and Vitruvian Partners (the “Major Shareholders”) have indicated that they do not currently intend to take up their entitlement under the proposed Placing and Open Offer. These shareholders hold between them approximately 43.67% of the Existing Ordinary Shares.

Directors’ participation in the Placing and Open Offer

Each of the Directors is supportive of the fundraising, however, each of John Hughes CBE, David Buttress and Michael Wroe, who hold shares in the Company, has indicated that he does not intend to participate in the Open Offer.

Prospectus

Subject to approval by the Financial Conduct Authority, a prospectus setting out further details of the Placing and Open Offer (including certain risk factors and actions to be taken by shareholders) is expected to be published by the Company on or about 22nd May 2015 (the "Prospectus"). A copy of the Prospectus will be available, once published, on the Company website at: http://www.just-eat.com.

This Announcement should be read in its entirety. In particular, your attention is drawn to the "Important Notice" section of this Announcement, to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in Appendix I to this Announcement (which forms part of this Announcement).

J.P. Morgan Cazenove is acting as Sole financial adviser in relation to the Acquisition, Sponsor and Joint Bookrunner in relation to the Placing and Open Offer and Corporate Broker to JUST EAT. Goldman Sachs International is acting as Joint Bookrunner in relation to the Placing and Open Offer and Corporate Broker to JUST EAT.

Expected timetable of principal events

Please note this timetable remains subject to change

Record Date for entitlements under the Open Offer 6pm on 19th May 2015
Announcement of the Placing and Open Offer 21st May 2015
Announcement of Results of Placing and terms of the Open Offer 5pm 21st May 2015
Ex-entitlement date for the Open Offer 22nd May 2015
Publication of Prospectus and Application Forms (for Qualifying non-CREST Shareholders only) 22nd May 2015
Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders 26th May 2015
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements from CREST 4:30pm on 2nd June 2015
Latest recommended time and date for depositing Open Offer Entitlements into CREST 3pm on 3rd June 2015
Latest time and date for splitting Application Forms (to satisfy bona fide market claims) 3pm on 4th June 2015
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate) 11am on 8th June 2015
Results of the Placing and Open Offer announced through a Regulatory Information Service 8am 9th June 2015
Admission and commencement of dealings in the New Ordinary Shares 8am on 11th June 2015
CREST stock accounts expected to be credited for the New Ordinary Shares in uncertificated form 8am on 11th June 2015
Expected date of completion of the Acquisition 15th June 2015
Share certificates for New Ordinary Shares expected to be despatched 19th June 2015

Enquiries

JUST EAT David Buttress, Chief Executive Officer Mike Wroe, Chief Financial Officer Adam Kay, Head of Investor Relations +44 (0) 203 667 6923
Brunswick Group LLP Sarah West, Natalia Dyett +44 (0) 207 404 5959
J.P. Morgan Cazenove (Sole Financial Adviser in relation to the Acquisition, sponsor and joint bookrunner in relation to the Equity Fundraising and Corporate Broker to JUST EAT)
Jonathan Wilcox Greg Chamberlain Laurene Danon Chris Wood +44(0) 207 134 6986 +44(0) 207 134 3390 +44(0) 207 134 3313 +44(0) 207 134 7387
Goldman Sachs International (joint bookrunner in relation to the Equity Fundraising) Richard Cormack Clif Marriott +44 (0) 207 774 1000

IMPORTANT NOTICE

This Announcement has been issued by, and is the sole responsibility of, JUST EAT plc (“JUST EAT”).

This Announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for New Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this Announcement is not for release, publication or distribution to persons in any of the Excluded Territories and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This Announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to purchase or subscribe for any Company securities in any of the Excluded Territories or the United States. The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offering of the New Ordinary Shares in any of the Excluded Territories or the United States.

The distribution of this Announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this Announcement and the Prospectus should not be distributed, forwarded to or transmitted in any of the Excluded Territories.

This Announcement does not constitute a recommendation concerning the Placing and Open Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove and Goldman Sachs International by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither J.P. Morgan Cazenove, Goldman Sachs International nor any of their respective affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this document, including its accuracy or completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing and Open Offer, the New Ordinary Shares or the Acquisition, and nothing in this document should be relied upon as a promise or representation in this respect, whether or not to the past or future. J.P. Morgan Cazenove, Goldman Sachs International and their respective affiliates, directors, officers, employees and advisers accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as J.P. Morgan Securities plc, which conducts its UK investment banking businesses as J.P. Morgan Cazenove is authorised in the UK by the Prudential Regulation Authority (“PRA”) and regulated in the UK by the PRA and the Financial Conduct Authority (“FCA”), is acting exclusively for JUST EAT and no one else in connection with the Placing and Open Offer and will not regard any other person as its respective clients in relation to the Placing and Open Offer and will not be responsible to any person other than JUST EAT for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matters referred to herein.

J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan Cazenove and is authorised and regulated in the UK by the FCA, is acting exclusively for JUST EAT and no one else in connection with the Acquisition and will not regard any other person as its respective clients in relation to the Acquisition and will not be responsible to any person other than JUST EAT for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to or any other matters referred to herein. For the purposes of this Announcement, references to “J.P. Morgan Cazenove” are to both J.P. Morgan Limited and/or J.P. Morgan Securities plc, as appropriate.

Goldman Sachs International, which is authorised in the UK by the PRA and regulated in the UK by the PRA and the FCA, is acting exclusively for JUST EAT and no one else in connection with the Placing and Open Offer and will not regard any other person as its respective clients in relation to the Placing and Open Offer and will not be responsible to any person other than JUST EAT for providing the protections afforded to clients of Goldman Sachs International, nor for providing advice in relation to any matters referred to herein.

Cautionary statement regarding forward-looking statements

This document contains forward-looking statements that involve substantial risks and uncertainties and actual results and developments may differ materially from those expressed or implied by these statements by a variety of factors. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as “believe”, “expects”, “may”, “will”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements speak only as at the date of this document. In addition, all projections, valuations and statistical analyses provided in this document may be based on subjective assessments and assumptions and may use among alternative methodologies that produce different results and should not be relied upon as an accurate prediction of future performance. Except as required by applicable law or regulation, none of the Company, it agents, employees or advisers undertakes any obligation to update or revise any forward-looking or other statements, whether as a result of new information, future developments or otherwise and none of the Company, J.P. Morgan Cazenove, Goldman Sachs International or their respective directors, officers, employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this document or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this Announcement.

APPENDIX I - TERMS AND CONDITIONS

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE CONDITIONAL PLACING OF NEW ORDINARY SHARES SUBJECT TO CLAWBACK TO SATISFY VALID APPLICATIONS BY QUALIFYING SHAREHOLDERS UNDER THE OPEN OFFER. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (“EEA”) WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, INCLUDING DIRECTIVE 2010/73/EC, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE “PROSPECTUS DIRECTIVE”) (“QUALIFIED INVESTORS”); AND (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO “QUALIFIED INSTITUTIONAL BUYERS” (“QIBs”) AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF NEW ORDINARY SHARES.

Persons who are invited to and who choose to participate in the Placing (the “Placees”), by making an oral or written offer to acquire New Ordinary Shares pursuant to the terms of the Placing, including any individuals, funds or others on whose behalf a commitment to acquire New Ordinary Shares in the Placing is given, will (i) be deemed to have read and understood this Announcement, including this Appendices, the press announcement released by the Company on 8th May 2015 containing details of the Acquisition (the “Acquisition Announcement”), the placing proof expected to be dated on or about 21st May 2015 of a prospectus (the “Placing Proof”) prepared in accordance with the Prospectus Rules relating to the Company, the Acquisition, the Placing and Open Offer and the New Ordinary Shares and made available to Placees, and the pricing information expected to be published in a placing results announcement on or about 21st May 2015 (the “Pricing Information”) and made available to Placees, in their entirety (together, the “Placing Documents”); and (ii) be making such offer on the terms and conditions of the Placing contained in this Appendix I, the Placing Proof, the Pricing Information and the placing letter to be completed and signed by Placees in connection with the Placing (the “Placing Letter”), including providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings set out therein and in this Announcement.

The New Ordinary Shares have not been, nor will they be, registered or offered under the relevant securities laws of any state, province or territory of any Excluded Territory. Accordingly, the New Ordinary Shares may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within any of the Excluded Territories except pursuant to an applicable exemption from registration or qualification requirements. None of the terms and conditions set out in this Appendix I, the Placing Proof, or the Placing Letter is or constitutes an invitation or offer to sell or the solicitation of an invitation or an offer to buy New Ordinary Shares in any jurisdiction in which such offer to sell or solicitation is unlawful. Persons into whose possession these documents come should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Joint Bookrunners do not make any representation to any Placees regarding an investment in the securities referred to in this Announcement (including this Appendix I), the Placing Proof, the Placing Letter or the Prospectus (as defined below).

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix I or the Announcement of which it forms part should seek appropriate advice before taking any action.

Details of the Placing Agreement and of the New Ordinary Shares

J.P. Morgan Securities plc, which carries on its investment banking activities under the name J. P. Morgan Cazenove, ("J.P. Morgan Cazenove") and Goldman Sachs International (“Goldman Sachs International” and, together with J.P. Morgan Cazenove, the “Joint Bookrunners” and each a “Bookrunner”) have entered into a placing agreement (the “Placing Agreement”) with the Company under which they have severally agreed to use their respective reasonable endeavours to procure Placees to take up the New Ordinary Shares, on the terms and subject to the conditions set out therein.

The commitments of Placees procured by the Joint Bookrunners are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Subject to fulfilment or (where applicable) waiver of the conditions referred to below under “Conditions of the Placing” and to the Placing not being terminated on the basis referred to below under “Right to terminate under the Placing Agreement”, any New Ordinary Shares which are not applied for in respect of the Open Offer will be issued to Placees procured by the Joint Bookrunners.

Each of the Joint Bookrunners has severally (and not jointly or jointly and severally) agreed with the Company, to the extent that Placees are not procured for New Ordinary Shares which are not validly taken up by Qualifying Shareholders under the Open Offer, to take up such New Ordinary Shares at a certain price, or in the event of any default by any Placee in paying the Issue Price in respect of any New Ordinary Shares allocated to it, to take up such New Ordinary Shares themselves at the Issue Price in each case in the agreed proportions as set out in the Placing Agreement.

The New Ordinary Shares to be issued pursuant to the Placing and Open Offer will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the ordinary shares after Admission.

Prospectus, applications for listing and admission to trading

The full terms and conditions of the Open Offer will be contained in the Prospectus which is expected to be published by the Company in connection with the Placing and Open Offer and Admission (the “Prospectus”) on or about 22nd May 2015 following approval by the FCA in accordance with the Prospectus Rules and, in respect of Qualifying Shareholders who hold their Existing Ordinary Shares in certified form, in the Application Form.

Applications will be made to the FCA for admission of the New Ordinary Shares to be issued under the Placing and Open Offer to the premium listing segment of the Official List and to trading on London Stock Exchange plc’s main market for listed securities. It is expected that Admission of the New Ordinary Shares will become effective at or about 8.00 a.m. (London time) on 11th June 2015 (or such later time and/or date as the Joint Bookrunners may agree with the Company, not being later than 3 p.m. on 18th June 2015) (the “Admission Date”) and that dealings in the New Ordinary Shares will commence at that time.

Bookbuild

The Joint Bookrunners will today commence the bookbuilding process in respect of the Placing (the “Bookbuild”) to determine demand for participation in the Placing by Placees. This Appendix I gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, following consultation with the Company, determine.

Participation in, and principal terms of, the Placing

1. The Joint Bookrunners are acting as bookrunners and agents of the Company in connection with the Placing.

2. The Joint Bookrunners are arranging the Placing severally (and not jointly nor jointly and severally) as bookrunners and agents of the Company. Participation in the Placing will only be available to persons who are Relevant Persons and who may lawfully be, and are, invited to participate by either of the Joint Bookrunners. Each of the Joint Bookrunners and their respective affiliates are entitled to enter bids as principal in the Bookbuild.

3. The Bookbuild will establish a single price payable, in respect of the New Ordinary Shares to be issued pursuant to the Placing and Open Offer, to the Joint Bookrunners by all Placees whose bids are successful (the “Issue Price”). The Issue Price and the number of New Ordinary Shares to be issued pursuant to the Placing and Open Offer will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild and any discount to the market price of the Existing Ordinary Shares will be determined in accordance with the Listing Rules. The Issue Price and the number of New Ordinary Shares to be issued pursuant to the Placing and Open Offer will be announced through a Regulatory Information Service following completion of the Bookbuild (the “Pricing Information”).

4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at one of the Joint Bookrunners. Each bid should state the number of New Ordinary Shares which the prospective Placee wishes to acquire at either the Issue Price which is ultimately established by the Company and the Joint Bookrunners or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below.

5. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix I, the Placing Letter, the Placing Proof and the Pricing Information, will be legally binding on the Placee on behalf of which it is made and, except with the Joint Bookrunners’ consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and legally binding obligation owed to the Joint Bookrunners, as agent for the Company, to pay the Joint Bookrunners (or as they may direct) in cleared funds an amount equal to the product of the Issue Price and the number of New Ordinary Shares that such Placee has agreed to acquire (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) on the basis explained below under “Placing Procedure” and in the Placing Letter. Each Placee’s obligations will be owed to the Joint Bookrunners.

6. The Bookbuild is expected to close no later than 5.00pm (London time) on 21st May 2015 but may be closed earlier or later, at the discretion of the Joint Bookrunners and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

7. Each prospective Placee’s allocation (“Provisional Placing Participation”) will be agreed between the Joint Bookrunners and will be confirmed to Placees orally by the relevant Joint Bookrunner following the close of the Bookbuild, and the Placing Letter will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner’s oral confirmation to such Placee will constitute an irrevocable and legally binding commitment upon such person (who will at that point become a Placee) in favour of such Joint Bookrunner and the Company, to acquire the number of New Ordinary Shares allocated to it (subject to clawback to satisfy valid application by Qualifying Shareholders under the Open Offer) and to pay the relevant Issue Price on the terms and conditions set out in this Appendix I, the Placing Proof, the Placing Letter and in accordance with the Company’s articles of association. Each Placee will confirm such irrevocable and legally binding commitment by completing, signing and returning the form of acceptance contained in the Placing Letter in accordance with the instructions therein, and should a Placee fail to do so, the Joint Bookrunners will retain the right to cancel their allocation or terminate such irrevocable and legally binding commitment.

8. All obligations under the Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under “Conditions of the Placing” and to the Placing Agreement not having being terminated on the basis referred to below under “Right to terminate under the Placing Agreement”.

9. The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above and subject to prior consent of the Company (i) allocate New Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate New Ordinary Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, at its absolute discretion. The acceptance of the bids shall be at the relevant Joint Bookrunner’s absolute discretion, subject to agreement with the Company.

10. Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for all New Ordinary Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Registration and Settlement” and in the Placing Letter.

11. Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee’s prior written consent.

12. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

13. To the fullest extent permissible by law, neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including, to the fullest extent permissible by law any fiduciary duties) in respect of the Joint Bookrunners’ conduct of the Bookbuild or such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Conditions of the Placing

The Placing and Open Offer are conditional, inter alia, upon:

(a) Admission becoming effective by not later than 8.00 a.m. on 11th June 2015 (or such later time and/or date as J.P. Morgan Cazenove, Goldman Sachs International and the Company may agree, not being later than 3.00 p.m. on 18th June 2015); and

(b) the Placing Agreement becoming unconditional in all respects.

Accordingly, if any such conditions are not satisfied or, if applicable, waived, the Placing and Open Offer will not proceed, any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant’s risk) in the case of Qualifying non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.

The Joint Bookrunners may in their absolute discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company’s obligations in relation to the conditions in the Placing Agreement, save that the above conditions relating, inter alia, to Admission taking place may not be waived. Any such extension or waiver will not affect Placees’ commitments as set out in this Appendix I and the Placing Letter.

Neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Lock-up

Pursuant to the terms of the Placing Agreement, the Company will not without the prior written consent of the Joint Bookrunners, during the period of 90 days from the Admission Date directly or indirectly: (i) issue, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any interest in Ordinary Shares or any securities convertible into or exercisable or exchangeable for, or substantially similar to, Ordinary Shares or any interest in Ordinary Shares or file any registration statement under the Securities Act or file or publish any prospectus with respect to any of the foregoing; or (ii) enter into any swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such swap or transaction described in (i) or (ii) above is to be settled by delivery of the Ordinary Shares or such other securities, in cash or otherwise.

The foregoing undertaking does not apply to: (a) the issue and offer by or on behalf of the Company of the New Ordinary Shares; and (b) the grant by the Company of any option or other award under any share option of other employee incentive scheme in existence at Admission as disclosed in previous announcements or this document and issued by the Company of any Ordinary Shares pursuant to any such option or award.

By participating in the Placing, Placees agree that the exercise by any Joint Bookrunner of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of that Joint Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Right to terminate under the Placing Agreement

The Joint Bookrunners may terminate the Placing Agreement in certain circumstances (such as a material adverse change or force majeure event) but only prior to Admission. The Joint Bookrunners are not entitled to terminate the Placing Agreement after Admission.

By participating in the Placing, Placees agree that the exercise by either Joint Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of that Joint Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

Withdrawal rights

Placees will be deemed to acknowledge that their respective agreement so to subscribe for the number of New Ordinary Shares comprised in their Final Placing Participations is not by way of acceptance of a public offer made or to be made in the Prospectus but is by way of a collateral contract and, accordingly, section 87Q of FSMA does not entitle Placees to withdraw your acceptance in the event that the Company publishes a supplementary prospectus in connection with the Placing and Open Offer and/or Admission. Without prejudice to such acknowledgement, if Placees are so entitled to withdraw, by accepting the offer of their respective Final Placing Participations contained in the Placing Letter, they will irrevocably agree (if applicable) in the Placing Letter not to exercise any such rights and to confirm their acceptance of the offer contained in the Placing Documents on the same terms immediately after any such right to withdraw arises.

Placing procedure

Following the closing of the Bookbuild, each Placee conditionally allocated New Ordinary Shares in the Placing will be sent the Placing Letter confirming the contract concluded upon acceptance by the Joint Bookrunners of such Placee’s earlier oral commitment to subscribe for New Ordinary Shares and also confirming the number of New Ordinary Shares conditionally allocated to it (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) at the Issue Price, the aggregate amount owed by such Placee to the Joint Bookrunner and settlement instructions.

The commitments of Placees to acquire the New Ordinary Shares pursuant to the Placing are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Joint Bookrunners have discretion with regard to the manner and extent of any scaling back of a Placee’s conditional allocation, and such scaling back may not be pro rata to conditional allocations.

The Joint Bookrunners will notify Placees if any of the dates in this Appendix I should change, including as a result of delay in the posting of the Prospectus, the Application Forms or the crediting of the Open Offer Entitlements in CREST or the production of a supplementary prospectus or otherwise.

Registration and settlement

Upon closing of the Open Offer (and following clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer), the Joint Bookrunners will confirm the final allocations of New Ordinary Shares to be issued to Placees (each a “Final Placing Participation”) pursuant to the Placing orally or in writing to Placees and will issue a contract note or trade confirmation in respect of such Final Placing Participations. The contract note or trade confirmation will include the payment and settlement procedures to be followed by Placees in connection with their subscriptions for the New Ordinary Shares comprised in their Final Placing Participations.

Settlement of transactions in the New Ordinary Shares following Admission will take place within CREST, subject to certain exceptions. The Joint Bookrunners and the Company reserve the right to require settlement for, and delivery of, the New Ordinary Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST by the expected time for settlement and delivery set out in the contract note or trade confirmation or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the instructions set out in the Placing Letter and the contract note or trade confirmation and in accordance with the standing CREST instructions in respect of the New Ordinary Shares that it has in place with the relevant Joint Bookrunner.

It is expected that settlement will be on 11th June 2015 on a T+2 delivery basis.

Representations, warranties and further terms

By participating in the Placing and/or completing (as applicable), signing and returning the letter of confirmation attached to the Placing Letter, each Placee (and any person acting on such Placee’s behalf) (referred to as “you” below) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners (in their capacity as bookrunners and placing agents of the Company, in each case as a fundamental term of their application for New Ordinary Shares), the following:

(a) you have not relied on any information, representations and/or warranties from J.P. Morgan Cazenove, Goldman Sachs International or the Company or any other person save for the information contained in the Placing Documents (as defined above);

(b) you understand and accept that by offering you a Provisional Placing Participation and/or a Final Placing Participation, J.P. Morgan Cazenove and Goldman Sachs International are not making any recommendations to or advising you regarding the suitability or merits of any transaction you may enter into in connection with the Placing and Open Offer or otherwise and that you are not, and do not regard yourself as, our client in connection with the Placing and Open Offer, and that J.P. Morgan Cazenove and Goldman Sachs International are acting solely for the Company in relation to the transaction as set out in the Placing Documents and will not be responsible to you for providing the protections afforded to their respective clients or for advising you on the transactions and arrangements proposed in the Placing Documents and/or the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;

(c) you irrevocably agree to subscribe for, and purchase the number of, New Ordinary Shares comprised in your Final Placing Participation at the Issue Price and on the terms set out in the Placing Documents, that you have obtained all necessary consents and authorities to enable you to give your commitment to so subscribe and purchase, you have funds available to do so, and that you will pay for your Final Placing Participation in full;

(d) you have received and read a copy of the Placing Documents and all such other information as you deem necessary to make an investment decision in relation to the New Ordinary Shares;

(e) you have made your own assessment of the New Ordinary Shares and have relied on your own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and Open Offer; (ii) neither J.P. Morgan Cazenove nor Goldman Sachs International nor any of their respective affiliates or any person acting on behalf of any of them has provided, or will provide you, with any material regarding the New Ordinary Shares in addition to the Placing Documents; and (iii) you have not requested that J.P. Morgan Cazenove, Goldman Sachs International, the Company or any of their respective affiliates or any person acting on behalf of any of them to provide you with any such information;

(f) the contents of the Placing Documents and the Prospectus are exclusively the responsibility of the Company and that neither J.P. Morgan Cazenove nor Goldman Sachs International nor any of their respective affiliates nor any person acting on their behalf will be responsible for or shall have liability for any information, representation or statement contained therein or any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and neither J.P. Morgan Cazenove nor Goldman Sachs International nor their respective affiliates or any person acting on their behalf will be responsible or liable for your investment decision in relation to the New Ordinary Shares based on any information representation or statement contained in the Placing Documents or the Prospectus;

(g) you will only be entitled to rely on any information or representation in relation to the Company or the New Ordinary Shares contained in the Placing Documents, the form of the Prospectus finally published and any supplementary prospectus;

(h) you are a person of a kind described in Articles 19, 43 and/or 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or this letter may otherwise be lawfully distributed to you pursuant another applicable exemption under the Order and that you understand that the information contained in this letter is only directed in the United Kingdom at (i) persons who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Order, (ii) high net worth entities (including companies and unincorporated associations of high net worth and trusts of high value) or other persons falling within Article 49(2)(a) to (d) of the Order, and (iii) persons to whom this letter may otherwise be lawfully distributed, and that, accordingly, any investment or investment activity to which this letter relates is available only to you as such a person or will be engaged in only with you as such a person;

(i) unless otherwise agreed in writing with J.P. Morgan Cazenove and Goldman Sachs International, you are a person whose ordinary activities involve you (as principal or agent) in acquiring, holding, managing or disposing of investments for the purpose of your business and you undertake that you will (as principal or agent) acquire, hold, manage or dispose of any New Ordinary Shares that are allocated to you for the purposes of your business;

(j) unless otherwise agreed in writing with J.P. Morgan Cazenove and Goldman Sachs International, if you are a resident in the European Economic Area, you are a qualified investor within the meaning of the law in the Relevant Member State implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto including Directive 2010/73/EU, to the extent implemented in the Relevant Member State)) (the “Prospectus Directive”);

(k) you have complied with your obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended) and the Terrorism Act 2000 (as amended), the Terrorism Act 2006 (as amended), the Money Laundering Regulations 2007 and the Money Laundering Sourcebook of the Financial Conduct Authority and any other applicable legislation concerning prevention of money laundering (the “Regulations”) and you will on request from J.P. Morgan Cazenove provide any such information and provide such assistance to J.P. Morgan Cazenove in order to verify your identity which J.P. Morgan Cazenove may require in compliance with the Regulations and, if you are making payment on behalf of a third party, you have obtained and recorded satisfactory evidence to verify the identity of the third party as required by the Regulations. Definitive certificates in respect of the New Ordinary Shares may be retained at J.P. Morgan Cazenove’s absolute discretion or, where appropriate, delivery of the New Ordinary Shares to you in uncertificated form, may be retained at J.P. Morgan Cazenove’s or the Company’s registrars’, as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity J.P. Morgan Cazenove (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, J.P. Morgan Cazenove and/or the Company may, at its absolute discretion, terminate your commitment in respect of the Placing and Open Offer, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited. Your attention is further drawn to the section entitled “Money Laundering Regulations” contained in Part II of the Placing Proof and the Prospectus;

(l) you acknowledge that the New Ordinary Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the US Securities Act of 1933, as amended (the “Securities Act”) and that the New Ordinary Shares are not being and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and you further acknowledge that, subject to certain exceptions, the New Ordinary Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed within the United States;

(m) you understand that the New Ordinary Shares have not been registered under the applicable laws of Australia, Canada, Japan, South Africa and the United States and any other jurisdiction where the availability of the Placing and Open Offer would breach any applicable law (each an “Excluded Territory”). To the extent that you are a resident of any Excluded Territory or a corporation, partnership or other entity organised under the laws of any Excluded Territory, you will only take up New Ordinary Shares pursuant to an available exemption under applicable law;

(n) you have not and will not distribute or publish the Placing Proof, the Prospectus, this letter or any advertisement or other offering material in relation to the New Ordinary Shares directly or indirectly in, into or within any of the Excluded Territories;

(o) you will not make any offer to the public of the New Ordinary Shares and have not offered or sold and will not offer or sell any New Ordinary Shares to persons in the United Kingdom or elsewhere in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA or an offer to the public in any other member state of the European Economic Area within the meaning of the Prospectus Directive (which includes any relevant implementing measure in any Member State of the European Economic Area);

(p) you have observed the laws of all relevant jurisdictions, obtained any requisite governmental exchange controls or other consents, complied with all relevant formalities and paid any issue, transfer or other taxes due in connection with your Final Placing Participation in any territory and that you have not taken any action which will or may result in J.P. Morgan Cazenove, Goldman Sachs International or the Company being in breach of the legal or regulatory requirements of any jurisdiction;

(q) you are aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, section 118 of the FSMA and the Proceeds of Crime Act 2002 and confirm that you have and will continue to comply with those obligations;

(r) you have only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the New Ordinary Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and you acknowledge and agree that the Placing Proof and the Prospectus are not being issued by J.P. Morgan Cazenove or Goldman Sachs International in their respective capacities as an authorised person under section 21 of the FSMA and they may not therefore be subject to the controls which would apply if they were made or approved as financial promotion by an authorised person;

(s) you have complied and will comply with all applicable provisions of the FSMA with respect to anything done by you in relation to the New Ordinary Shares in, from or otherwise involving, the United Kingdom;

(t) you are not, and will not be, liable, and you are not applying as nominee(s) or agent(s) for a person or persons who is/are or may be liable, to pay stamp duty reserve tax under sections 93 or 96 of the Finance Act 1986 or stamp duty under sections 67 or 70 of the Finance Act 1986, in each case at the increased rates referred to in those sections. For the avoidance of doubt, if this confirmation is incorrect, stamp duty or stamp duty reserve tax may be payable for which neither J.P. Morgan Cazenove, Goldman Sachs International nor the Company will be responsible and if, as a result, any of those persons is obliged by law to pay any such stamp duty or stamp duty reserve tax, they shall be entitled to receive it from you for which purposes you hereby agree to indemnify on demand J.P. Morgan Cazenove, Goldman Sachs International and the Company on an after-tax basis in respect of any such liability for stamp duty and/or stamp duty reserve tax (and any related interest, fines or penalties) arising in respect thereof;

(u) in accepting your Final Placing Participation, you irrevocably appoint any director or employee of J.P. Morgan Cazenove and Goldman Sachs International as your agent for the purpose of executing and delivering to the Company and/or the registrar any document on your behalf necessary to enable you to be registered as the holder of New Ordinary Shares comprising your Final Placing Participation or to complete the sale of such New Ordinary Shares on your behalf in the circumstances referred to earlier;

(v) if you are a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, any New Ordinary Shares purchased by you in the Placing and Open Offer will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than qualified investors, or in circumstances in which the prior consent of J.P. Morgan Cazenove and Goldman Sachs International has been given to the Placing and Open Offer or resale;

(w) you have not been engaged to subscribe for the New Ordinary Shares on behalf of any other person who is not a Qualified Investor unless the terms on which you are engaged to enable you to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA; and

(x) you (i) are entitled to acquire the New Ordinary Shares under the law of all relevant jurisdictions, (ii) have fully observed such laws, (iii) have the capacity and authority and are entitled to enter into and perform your obligations as an acquirer of New Ordinary Shares and will honour such obligations and (iv) have obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement and the Placing Letter) to enable you to enter into the transactions contemplated hereby and to perform your obligations in relation thereto and, in particular, if you are a pension fund or investment company you are aware of and acknowledge you are required to comply with all applicable laws and regulations with respect to your subscription for the New Ordinary Shares;

(y) you (i) are entitled to acquire the New Ordinary Shares under the law of all relevant jurisdictions, (ii) have fully observed such laws, (iii) have the capacity and authority and are entitled to enter into and perform your obligations as an acquirer of New Ordinary Shares and will honour such obligations; and (iv) have obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement and the Placing Letter) to enable you to enter into the transactions contemplated hereby and to perform your obligations in relation thereto);

If you are not located in the United States and are not a US person (as defined in Regulation S):

(z) you are not a person located in the United States and you will participate in the proposed transaction via an “offshore transaction”, as defined in Regulation S under the Securities Act, conducted in accordance with Regulation S under the Securities Act and the New Ordinary Shares were not offered to you by means of “directed selling efforts”, as defined in Regulation S promulgated under the Securities Act;

(aa) you are not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for New Ordinary Shares was given and you are not acquiring the New Ordinary Shares with a view to the Placing and Open Offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any New Ordinary Shares into the United States; and

(bb) you are a “qualified institutional buyer” (a “QIB”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act. Further, if you are acquiring the New Ordinary Shares as a fiduciary or agent for one or more investor accounts: (a) each such account is for the benefit of a QIB, (b) you have investment discretion with respect to each account, and (c) you have full power and authority to make the representations, warranties, undertakings, agreements and acknowledgments herein on behalf of each such account;

If you are located in the United States or are a US Person (as defined in Regulation S):

(cc) any New Ordinary Shares you acquire will be for your own account (or for the account of a QIB as to which you exercise sole investment discretion and have authority to make the statements contained in this letter) for investment purposes, and not with a view to resale or distribution within the meaning of the US securities laws, subject to the understanding that the disposition of your property shall at all times be and remain within your control;

(dd) you acknowledge that the New Ordinary Shares are being offered in a transaction not involving any public offering in the United States for the purposes of the Securities Act and that the New Ordinary Shares are not being and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, taken up, exercised, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;

(ee) you are an institution which (a) has such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of your investment in the New Ordinary Shares, (b) you, and any accounts for which you are acting, are able to bear the economic risk, and sustain a complete loss, of such investment in the New Ordinary Shares, and (c) you are aware and understand that no US federal or state or non-US agency has made any finding or determination as to the fairness for investment or any recommendation or endorsement of any such investment;

(ff) you acknowledge and agree that you are not taking up the New Ordinary Shares as a result of any “general solicitation” or “general advertising” efforts (as those terms are defined in Regulation D under the Securities Act);

(gg) you understand that the New Ordinary Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and you agree that for so long as such securities are “restricted securities” (as so defined), they may not be deposited into any unrestricted depositary facility established or maintained by any depositary bank;

(hh) as long as the New Ordinary Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, you will not reoffer, resell, pledge or otherwise transfer the New Ordinary Shares, except in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act (which, for the avoidance of doubt, includes a sale on the London Stock Exchange) or some other available exemption from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States;

(ii) you understand that there may be certain consequences under United States and other tax laws resulting from an investment in the New Ordinary Shares and you have made such investigation and have consulted your own independent advisers or otherwise have satisfied yourselves concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

(jj) you understand that, to the extent the New Ordinary Shares are delivered to you in certificated form, the certificate delivered in respect of the New Ordinary Shares will bear a legend substantially to the following effect for so long as the securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.

(kk) you understand and acknowledge that the Company shall have no obligation to recognise any offer, sale, pledge or other transfer made other than in compliance with the restrictions on transfer set forth and described herein and that the Company may make notation on its records or give instructions to Equiniti Limited, as the Company’s registrar, and any transfer agent of the New Ordinary Shares in order to implement such restrictions; and

(ll) you confirm that, to the extent you are purchasing the New Ordinary Shares for the account of one or more other persons, (a) you have been duly authorised to sign the Letter of Confirmation and make the confirmations, acknowledgements and agreements set forth herein on their behalf and (b) the provisions of this letter constitute your legal, valid and binding obligations and the legal, valid and binding obligations of any other person for whose account you are acting; and

(mm) you are not, taking into account your participation in the Offer, required to register as a broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or are a registered broker-dealer under Section 15 of the Exchange Act).

The foregoing acknowledgements, confirmations, undertakings, representations, warranties and agreements are given for the benefit of the Company as well as each of the Joint Bookrunners and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that neither the Company nor any of the Joint Bookrunners owes any fiduciary or other duties or responsibilities to it for providing the protections afforded to their clients nor for providing advice in relation to the Placing and Open Offer to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or the contents of the terms and conditions contained in this Announcement (including this Appendix I), the Placing Proof and the Placing Letter.

Offset

If a Placee is entitled to participate in the Open Offer by virtue of being a Qualifying Shareholder it will be able to apply to subscribe for New Ordinary Shares under the terms and conditions of the Open Offer.

In circumstances where the Placee validly takes up and pays for New Ordinary Shares under the Open Offer to which it is entitled as a Qualifying Shareholder it may request that its Provisional Placing Participation be reduced by up to the number of New Ordinary Shares validly taken up and paid for under the Open Offer (up to a maximum of the number of New Ordinary Shares in its Open Offer Entitlement), provided always that the Joint Bookrunners are satisfied that the Placee has validly taken up and paid for the New Ordinary Shares under the Open Offer. Further details of Placees’ rights to request off-set in this way is set out in the Placing Letter.

Miscellaneous

The agreement to allot and issue New Ordinary Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the New Ordinary Shares in question. Such agreement also assumes that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the New Ordinary Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor any of the Joint Bookrunners will be responsible and the Placees shall indemnify the Company and the Joint Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax and any related interest, fines or penalties paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.

The Company and the Joint Bookrunners are not liable to bear any stamp or transfer taxes that arise on a sale of New Ordinary Shares subsequent to their acquisition by Placees or for stamp or transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such stamp or transfer tax liability arises and notify the Joint Bookrunners accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Joint Bookrunners and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any New Ordinary Shares or the agreement by them to acquire any New Ordinary Shares.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Joint Bookrunner or any of their respective affiliates or agents may, at their absolute discretion, agree to become a Placee in respect of some or all of the New Ordinary Shares.

The rights and remedies of the Joint Bookrunners and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Unless the context otherwise requires, all references to time are to London time. All times and dates in this Announcement are subject to amendment by the Joint Bookrunners (in their absolute discretion). The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

The contents of the websites of the Company (including any materials which are hyper-linked to such websites) do not form part of this Announcement and prospective investors should not rely on them.

APPENDIX II – DEFINITIONS / GLOSSARY

Acquisition the proposed acquisition of Menulog by JUST EAT, pursuant to the Share Purchase Agreement
Acquisition Announcement The announcement of, amongst other things, the Acquisition by the Company on 8th May 2015
Admission the admission of the New Ordinary Shares to the premium segment of the Official List and to trading on the London Stock Exchange plc’s main market for listed securities becoming effective
Admission Date 11th June 2015 (or such later time and/or date as the Joint Bookrunners may agree with the Company, not being later than 3 p.m. on 18th June 2015)
Application Form the form of application in the agreed form for use by Qualifying Shareholders who hold their Ordinary Shares in certificated form in connection with the Open Offer
Bookbuild the accelerated bookbuild to be carried out by the Joint Bookrunners on which the terms of the proposed Placing and Open Offer are to be determined
Company or JUST EAT JUST EAT plc, a public limited company incorporated under the laws of England and Wales
Directors The directors of JUST EAT plc
Exchange Act Securities Exchange Act 1934, as amended
Excluded Shareholders subject to certain exceptions as detailed in Part 9 of the Prospectus, holders of Ordinary Shares with registered addresses outside the United Kingdom
Excluded Territories Australia, Canada, Japan, South Africa and the United States and any other jurisdiction where the availability of the Placing and Open Offer would breach any applicable law
Existing Ordinary Shares the 569,147,903 existing ordinary shares of £0.01 each in nominal value in the capital of the Company as at the date of this Announcement
FCA the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA
Final Placing Participations the final allocations of New Ordinary Shares to be issued to Placees
FSMA the Financial Services and Markets Act 2000, as amended
Goldman Sachs International Goldman Sachs International
Joint Bookrunners J.P. Morgan Securities plc and Goldman Sachs International
J.P. Morgan Cazenove J.P. Morgan Securities plc in its capacity as Sponsor, Joint Bookrunner and corporate broker or J.P. Morgan Limited in its capacity as Sole financial adviser, as the context requires
Major Shareholders Index Ventures Growth I (Jersey), L.P., Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca (Jersey) SLP, Index Ventures V (Jersey), L.P., Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P., STM Fidecs Trust Company Limited and Munch S.à.r.l
Menulog Menulog Group Limited (ACN 603 840 820)
New Ordinary Shares new ordinary Shares to be issued pursuant to the Placing and Open Offer
Official List the official list of the UK Listing Authority
Open Offer the open offer of the New Ordinary Shares to be made by the Company to Qualifying Shareholders on the terms set out in the Prospectus and (if applicable) the Application Form
Open Offer Entitlements the pro rata entitlement of Qualifying Shareholders to subscribe for New Ordinary Shares pursuant to the Open Offer
Order Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
Placees Participants in the Placing
Placing and Open Offer the Placing and the Open Offer
Placing proposed conditional placing of New Ordinary Shares with placees procured by the Bookrunners, subject to clawback to satisfy Valid Applications in the Open Offer
Placing Agreement the sponsor and placing agreement entered into between the Joint Bookrunners and the Company relating to the Placing and Open Offer
Placing Documents the Acquisition Announcement, the Placing Proof and the Pricing Information
Placing Letter the letter to be completed and signed by Placees in connection with the Placing
Placing Proof the placing proof of the Prospectus excepted to be dated on or about 21st May 2015
PRA Prudential Regulation Authority
Pricing Information the pricing information expected to be published in a placing results announcement on or about 21st May 2015
Prospectus the prospectus to be issued by the Company in respect of the Placing and Open Offer, together with any supplements or amendments thereto
Prospectus Directive Directive of the European Parliament and of the Council 2003/71/EC
Provisional Placing Participation each prospective Placee’s provisional allocation of New Ordinary Shares (subject to clawback in the Open Offer)
Qualifying CREST Shareholders Qualifying Shareholders whose Existing Ordinary Shares are in uncertificated form
Qualifying non-CREST Shareholders Qualifying Shareholders whose Existing Ordinary Shares are in certificated form
Qualifying Shareholders Shareholders on the Company’s register of members on the Record Date who are not Excluded Shareholders
Record Date 19th May 2015
Rule 144A Rule 144A of the Securities Act
Securities Act the U.S. Securities Act of 1933, as amended
Share an ordinary share of 1p each in the capital of the Company having the rights set out in the Articles of Association of the Company
Shareholders holders of Shares
SM Trust The Sara Marron Discretionary Settlement
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
United States or U.S. the United States of America, its territories and possessions, any state of the United States and the District of Columbia
Valid Applications applications by Qualifying Shareholders (who are not Excluded Shareholders) which comply with the terms and conditions of the Open Offer
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