Cat Rock Capital Issues Statement Regarding Investment in Just Eat

Welcomes Board Recognition that Slow Pace of Planning and Lack of Accountability at Just Eat Needed to Change

Looks Forward to Engaging with Board and Other Shareholders on Finding an Appropriate Replacement and Setting an Effective Remuneration Package

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

On 17 December 2018, Cat Rock sent an open letter to the Just Eat Board of Directors introducing a set of proposals aimed at addressing the significant losses shareholders have endured over the past year, with Just Eat’s share price declining by almost a quarter in 2018.

In summary, Cat Rock proposed that the Board take the following actions:

1) Publicly commit to an appropriate and achievable three-year financial plan;

2) Align management’s remuneration to the achievement of the three-year financial plan; and

3) Evaluate strategic alternatives for non-core assets that may deliver significant value to shareholders if sold at fair prices.

This morning, Just Eat announced that Peter Plumb is stepping down as CEO with immediate effect. Cat Rock welcomes the Board’s recognition that the Company’s slow pace of planning and lack of management accountability needed to change.

Alex Captain, Founder and Managing Partner, Cat Rock Capital Management LP, commented:

As a long-term supporter and shareholder of Just Eat, we believe it is a high-quality business with tremendous growth potential. As we said last month, change is badly needed at Just Eat to address the key issues that have caused it to become the worst-performing public equity in online food delivery globally. We welcome the Board’s recognition of this in the step they have taken today. It is critical that the Board now find a high-quality successor and implement a remuneration plan that creates clear alignment with shareholders’ interests.

Since we issued our open letter on 17 December 2018, we have held extensive discussions with many fellow shareholders and received overwhelmingly positive feedback on our proposals to set three-year financial targets and an associated remuneration plan at Just Eat.

We look forward to working closely with the Board and other shareholders to ensure that Just Eat uses this opportunity to appoint a world-class CEO, implement appropriate financial targets, and set an associated remuneration plan, which will allow the Company to realize its great potential.”

The full text of Cat Rock's 17 December 2018 letter is available at the following website: JustEatMustDeliver.com

Sidley Austin LLP is serving as legal advisor to Cat Rock Capital.

About Cat Rock Capital Management LP

Cat Rock Capital Management LP is a long-term focused investment firm that manages capital on behalf of pension funds, endowments, foundations, and other institutional investors. It seeks to invest in a select number of high-quality companies, with a long-term approach that emphasizes deep fundamental research. Cat Rock Capital is based in Connecticut, USA and was founded in 2015 by Alex Captain, a former Partner at Tiger Global Management.

DISCLAIMER

Cat Rock Capital is publishing this announcement solely for the information of other shareholders in Just Eat plc. This announcement is provided merely for general informational purposes and is not intended to be, nor should it be construed as (1) investment, financial, tax or legal advice, or (2) a recommendation to buy, sell or hold any security or other investment, or to pursue any investment style or strategy. Neither the information nor any opinion contained in this announcement constitutes an offer to purchase or sell or a solicitation of an offer to purchase or sell any securities or other investments in the Company or any other company by Cat Rock Capital or any fund or other entity managed directly or indirectly by Cat Rock Capital in any jurisdiction. This announcement does not consider the investment objective, financial situation, suitability or the particular need or circumstances of any specific individual who may access or review this announcement and may not be taken as advice on the merits of any investment decision. Any person who is in any doubt about the matters to which this announcement relates should consult an authorised financial adviser or other person authorised under the Financial Services and Markets Act 2000.

FORWARD LOOKING STATEMENTS

This press release and the letter contain certain forward-looking statements and information that are based on Cat Rock Capital’s beliefs as well as assumptions made by, and information currently available to, Cat Rock Capital. These statements include, but are not limited to, statements about strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements that are not historical facts. When used herein, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and “project” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumption as to future events that may not prove to be accurate. Actual results, performance or achievements may vary materially and adversely from those described herein. There is no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and such securities may not trade at prices that may be implied herein. Any estimates, projections or potential impact of the opportunities identified by Cat Rock Capital herein are based on assumptions that Cat Rock Capital believes to be reasonable as of the date hereof, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences may be material and adverse. No representation or warranty, express or implied, is given by Cat Rock Capital or any of its officers, employees or agents as to the achievement or reasonableness of, and no reliance should be placed on, any projections, estimates, forecasts, targets, prospects or returns contained herein. Any historic financial information, projections, estimates, forecasts, targets, prospects or returns contained herein are not necessarily a reliable indicator of future performance. Nothing in these materials should be relied upon as a promise or representation as to the future.

Contacts

Investor Contact
Cat Rock Capital
+1 (203) 992-4630
info@catrockcap.com

Media Contact
Kepler Communications
Charlotte Balbirnie
+44 (0) 7989 528421
CBalbirnie@keplercomms.com

Release Summary

Cat Rock Capital Management LP issues a statement regarding its investment in Just Eat plc.

Contacts

Investor Contact
Cat Rock Capital
+1 (203) 992-4630
info@catrockcap.com

Media Contact
Kepler Communications
Charlotte Balbirnie
+44 (0) 7989 528421
CBalbirnie@keplercomms.com