Creating the
world’s greatest
food community
J
u
s
t
E
a
t
p
l
c
A
n
n
u
a
l
R
e
p
o
r
t
a
n
d
A
c
c
o
u
n
t
s
2
0
1
6
Annual Report and Accounts 2016
Front cover
Father and son
team at Moja Indian
& Bangladeshi
Takeaway, Stockton-
on-Tees. Finalist,
North East region, at
the British Takeaway
Awards 2016.
At Just Eat we operate a leading global
marketplace for online food delivery,
providing customers with an easy
and secure way to order and pay for
food from our Restaurant Partners.
Since we launched in Denmark
in 2001, we have expanded globally
into 11 other markets, with a strategy
to be market leader in each country
in which we operate. Our scale
creates compelling network effects.
Our values
Make
Happy
See page 2
5
Razor
Sharp
See page 12
Big
Hearted
See page 34
Annual Report & Accounts 2016 Our vision
Our vision is to create
the world’s greatest food
community. We’ll achieve this
through our purpose, which is
to make food discovery exciting
for everyone.
For our customers it is about
discovering the widest choice
and facilitating what they
want to eat, when and where.
For our Restaurant Partners
it is about working with them
to help them reach more
customers, supporting their
business and driving
standards in the industry.
For our colleagues it is about
the opportunity to be part of
making this happen across
the globe, helping to connect
17.6 million customers with our
68,500 Restaurant Partners.
Keep up to date
For more information on our business and
all our latest news and press releases simply
visit us at: justeatplc.com.
Contents
Strategic report
4
Highlights 2016
6
8
Chairman’s statement
At a glance
10 Chief Executive Officer’s review
14 Our business model
16 Market overview
18 Our strategy
19 Our key performance indicators
20 Principal risks and uncertainties
24 Chief Financial Officer’s review
32 Operational review
36 Our people and community
Corporate governance
40 Corporate governance report
42 Our Board
44 Report of the Board
51 Report of the Audit Committee
56 Report of the Nomination Committee
60 Report of the Remuneration Committee
62 Annual report on remuneration
71
Appendix to the Directors’
remuneration report
Financial statements
78
Independent auditor’s report
to the members of Just Eat plc
85 Consolidated income statement
86
Consolidated statement of other
comprehensive income
87 Consolidated balance sheet
88
Consolidated statement of changes
in equity
89 Consolidated cash flow statement
90
Notes to the consolidated
financial statements
135 Company balance sheet
136
Company statement of changes
in equity
136 Company cash flow statement
137
Notes to the Company
financial statements
139 Directors’ report
144 Glossary of terms
146 Company information
147 Five-year summary
1
www.justeatplc.com Make
Happy
We aim to provide the widest choice to customers
and offer restaurants innovative technology
and exclusive partner deals to help them
better manage their businesses.
Driving more choice
for more occasions
As well as adding a greater selection of
restaurants and more cuisine types, we also
aim to increase mealtime choices to cater for all
takeaway occasions – breakfast, lunch and dinner.
We are working with many top technology brands to connect more
customers and provide new ways of ordering, making it easier for
food to be delivered or collected. We are also increasing the number
of better known brands on our platforms, this is expected to drive
the number of potential dining occasions, along with customer
frequency and loyalty.
2
Number of different cuisine types
available on Just Eat
Over 100
Average number of orders
processed per restaurant
2,167 +19%
Annual Report & Accounts 2016 Our restaurant
partnership programme
uses our scale to provide
great products and
services to our estate,
such as food, soft drinks,
card processing, wifi,
broadband, motorbike
insurance, business
rates advice and
finance funding.
>> Refer to the
Chief Executive
Officer’s review
commencing
on page 10 for
more information
33
Highlights 2016
A year of
strong progress
Operational highlights
Financial highlights
• Just Eat processed orders worth £2.5 billion
for our Restaurant Partners (2015: £1.7 billion).
• Active Users increased 31 per cent to
17.6 million (2015: 13.4 million).
• Orders placed via mobile devices continued
to grow, rising to 73 per cent of Group orders
(2015: 66 per cent).
• More than 50 per cent of UK orders4
were processed through an Orderpad, our
tablet-based order management platform,
well ahead of our target to have one third
of UK orders processed through this
technology by March 2017.
•
In line with the Group’s strategy to be market
leader, Just Eat acquired and integrated
businesses in Italy, Spain and Mexico during
the year.
• In December, we announced the acquisition
of SkipTheDishes in Canada and are pleased
with its performance to date.
• The proposed acquisition of hungryhouse
in the UK was also announced in December,
and remains subject to approval by the
Competition and Markets Authority (“CMA”).
4
Orders1
+42%
136.4m
16
15
14
96.2m
61.2m
Underlying EBITDA1,3
+93%
16
15
14
£59.7m
£32.6m
£115.3m
Profit before tax2
+164%
16
15
£34.6m
14
£57.4m
£91.3m
Annual Report & Accounts 2016 Revenues1
+52%
£375.7m
16
15
14
£247.6m
£157.0m
Operating profit
+104%
16
15
14
£35.5m
£19.0m
£72.5m
1. Highlights that are key
performance indicators
and are detailed further
on page 19.
2. 2014 includes the impact of
a one-off, non-cash book gain.
3. Refer to Chief Financial
Officer’s review commencing
on page 24 for full definition
of adjusted measures.
4. Based on seven days to
31 December 2016.
Underlying EBITDA margin3
Net operating cash flow
+27%
16
15
14
30.7%
24.1%
20.8%
+31%
16
15
14
£38.1m
£97.0m
£74.2m
Basic earnings per share2
Adjusted earnings per share3
+182%
16
15
14
3.8p
10.7p
9.8p
+85%
16
15
14
6.6p
4.2p
12.2p
5
www.justeatplc.com Chairman’s statement
Building on our
market leadership
I am pleased to announce the
Group’s results for the year
ended 31 December 2016.
Total revenues increased by 52 per cent
to £375.7 million (2015: £247.6 million),
Underlying EBITDA was up by 93 per cent
to £115.3 million (2015: £59.7 million) and
profit before tax was up 164 per cent
to £91.3 million (2015: £34.6 million).
Furthermore, the Group continued to be
highly cash generative, with £97.0 million of
net operating cash flow (2015: £74.2 million).
In February 2017, we announced that
David Buttress will be stepping down as
Chief Executive Officer at the end of the
first quarter, due to urgent family matters,
at which time I will assume the role of
Executive Chairman until David’s successor
is appointed.
On behalf of the Board, I would like to thank
David for his outstanding contribution.
David has been an incredible leader and
colleague, who has earned the respect and
loyalty of all who have worked with him.
Whilst we have commenced the search
for a new Chief Executive Officer, David
will leave an experienced leadership team
at the helm and will continue on the Board
as a Non-executive Director.
During the year, we extended our leadership
positions in the 12 markets where we
compete and are now profitable in eight
of those, on an Underlying EBITDA basis.
As well as generating strong organic growth,
we remained focused on our strategy of
consolidating our number one positions
across our markets, acquiring businesses
in Spain, Italy, Mexico, Brazil and Canada.
“Just Eat has had another strong year
in which we have seen our revenues
and Underlying EBITDA continue to
grow significantly.”
Dr John Hughes CBE, Hon DSc
Chairman
>> Read more
about corporate
governance
commencing
on page 40
Our agreed acquisition of hungryhouse
in the UK is conditional upon receiving
regulatory approval. These transactions
follow the 2015 acquisition of Menulog,
the clear market leader in Australia, where
we continue to drive further value from
that business.
Our strategy is underpinned by the desire to
anticipate and fulfil the needs of consumers
and restaurants. As leaders in technology,
we will continue to invest in innovation and
seek partnerships with others where we can
enhance the consumer experience or create
additional value to our Restaurant Partners.
We will continue to evolve our brand and
make the right investments behind it, both
to further grow the total market and to
increase our share within it.
Corporate governance
Corporate governance has always been
important to us, as it provides the structure
within which the entrepreneurial culture of
the Group can thrive. It enables continued
growth in an environment that is both
supportive and controlled, while ensuring
that shareholder value and stakeholder
interests are aligned and can be maximised
in the long-term.
6
Annual Report & Accounts 2016 >> Read more about
our culture on
page 36
Looking ahead
While the UK remains our largest market,
we are excited by the growth we are seeing
in our international businesses. The majority
of these markets are much less penetrated
than the UK and therefore represent
significant opportunity for the Group.
We will continue to build our presence in all
our geographies and extend our leadership
through investment in our technology, brand
and people. In doing so, we are confident of
continuing to drive sustainable, profitable
growth. The Group is very strongly
positioned for the future.
Dr John Hughes CBE, Hon DSc
Chairman
6 March 2017
In my statement last year, I noted that we
would become fully compliant with all of the
provisions of the UK Corporate Governance
Code during the year, and this was achieved
on 1 March 2016.
As set out a year ago, Benjamin Holmes and
Michael Risman stepped down from the
Board as Non-executive Directors following
publication of our full year results in 2016.
The Board was delighted to welcome Roisin
Donnelly as an Independent Non-executive
Director on 17 October 2016. Roisin’s track
record of success in building brands, coupled
with extensive international marketing
and digital experience, will be invaluable
to Just Eat.
An outstanding team
We appointed Paul Harrison as Chief Financial
Officer on 26 September following Mike Wroe’s
decision to retire on that date. Mike has been
a trusted colleague and, since joining Just Eat
in 2008, was instrumental in growing Just Eat
from a small private company with a big vision,
to a large public business with even greater
ambitions. I wish him all the best for the future.
Paul has an exceptional history of delivering
results at both high growth and large public
technology companies. This experience will
prove invaluable as we continue to build on
this platform and reach new heights in the
coming years. Our executive and operational
management teams were further strengthened
this year to ensure that we have the right
experience and skills necessary to expand
our market-leading position. On behalf of
the Board, I would like to thank the entire
Just Eat team for their continued hard
work and contribution to our success
over this past year.
7
Strategic reportwww.justeatplc.com
At a glance
Creating the world’s
greatest food community
We have strong local management teams on the
ground in each market of operation focused on
making food discovery exciting for everyone.
The consumer journey
Choose restaurant
Customers can make
an informed choice
by reading previous
customer reviews
and examining the
full menu. Details
of the order are sent
to the restaurant via
proprietary technology
in the restaurant.
Payment method
The customer can
then choose either
to pay securely
online or pay cash
on delivery/collection.
The customer receives
a notification once
the restaurant has
accepted the order.
Postcode
The Just Eat apps
and websites enable
customers to search
for restaurants in their
area using a variety
of criteria, sorted by
cuisine choice and
preference for delivery
or collection.
Delivery method
Once prepared, the
customer receives
notification when the
delivery is on its way
or they can choose
to collect the order.
Who are our customers?
The biggest single demographic of Just Eat customers
is families who, as expected, tend to place orders of
higher value, as opposed to our individual customers
who typically order for fewer people and have a lower
average order value as a result. Lifestyles generally
have shifted with customers looking for convenient
options that fit with their increasingly busy
daily routines.
This, combined with the growing variety of takeaway
food, including healthier choices becoming available,
has resulted in customers embracing delivered food
as a feature of their daily lives.
Who are our Restaurant Partners?
Our Restaurant Partners are wide ranging, from
counter-service takeaways to dine-in restaurants,
sole proprietors and family-run businesses to branded
chains, representing over 100 cuisine types and
demonstrating the breadth of choice.
Number of active users
at the end of 2016
17.6m
+31%
Number of restaurants
at the end of 2016
68,500
+11%
8
Annual Report & Accounts 2016 Our strategy of improving the consumer
experience, bringing greater choice and
driving channel shift remains as relevant
today as it did at IPO.
Our global coverage
We are the market leader in all of our markets, a key success factor in our sector.
Profitable territory
Investment territory
Canada
Mexico
Norway
Denmark
UK
Ireland
France
Switzerland
Spain
Italy
Brazil
Australia
New Zealand
Outside the UK and Australia & New Zealand, our segments are:
Established Markets, mostly
profitable, increasing margins
France
Ireland
Denmark
Canada
Switzerland
Norway
Developing Markets, high potential,
earlier stage, investment
Spain
Italy
Mexico
The Group’s associate in Latin America, iFood,
expanded from Brazil into Colombia and Argentina
during 2016. In addition, our Canadian business,
SkipTheDishes, which was acquired in December
2016, has a small operation in the USA.
Why invest in Just Eat?
Just Eat is the market leader in all 12 markets in
which we operate. During 2016, our average market
penetration1 was only 11 per cent (2015: 7 per cent),
leaving substantial opportunities to continue
growing our business well into the future.
>> Read more about the
marketplace we operate
in on pages 16 and 17
1. Management estimate calculated as gross merchandise value
divided by the estimated total addressable market.
• Established brands and a leader
in all markets
• Large and growing addressable market
• Scale and leadership driving
long-term profitability
• Executing on strategy
• Strong financial performance
and expanding margins
• Highly cash-generative operating model
• Industry-leading technology
9
Strategic reportwww.justeatplc.com Chief Executive Officer’s review
2016 was a great year
for Just Eat and our
Restaurant Partners
>> Read more about
our strategy on
page 18
Orderpad technology also brings increased
functionality to our Restaurant Partners, and
is rapidly becoming the operating system
for independent delivery restaurants. In June,
we launched our restaurant partnership
programme in the UK, using our scale to
provide great products and services to our
estate. Launching with Booker, the UK’s largest
food wholesaler, we have also added offers
covering soft drinks, card processing, wifi,
broadband, motorbike insurance, business
rates advice and financing opportunities.
To deliver this, we have developed strong
relationships with brands such as Coca-Cola,
Sky, Global Payments and Funding Circle.
We will continue to develop these offers
throughout 2017. These initiatives benefit
our Restaurant Partners directly and help
us towards our vision to build the world’s
greatest food community.
Bringing greater choice
In 2016, we increased the number of
restaurants on our network by a net 7,000
to 68,500 (31 December 2015: 61,500)
and gained 4.2 million new active users,
highlighting the positive network effects
of market leadership. The average number
of orders we processed per restaurant
increased by 19 per cent.
Just Eat processed orders
worth over £2.5 billion for
our Restaurant Partners
over the year.
This generated revenues of £375.7 million
(2015: £247.6 million), up 52 per cent, and
Underlying EBITDA of £115.3 million (2015:
£59.7 million), up 93 per cent. Profit before
tax was up 164 per cent to £91.3 million
(2015: £34.6 million). Altogether, an
excellent performance.
Strategic progress
In the UK, we continued to drive strong growth
in orders, revenues and EBITDA, and saw the
market for delivered takeaway food expand to
£6.1 billion (2015: £5.5 billion)1, ensuring plenty
of room for further growth. Our international
businesses passed a key milestone in becoming
profitable for the first time generating
£7.2 million of Underlying EBITDA in aggregate.
The Danish business recorded its 15th
successive year of order growth, reflecting
long-term category expansion and operational
improvement in the business. Whilst not
reflected in our headline numbers, it was
great to see iFood, our Latin America
associate, continue to grow strongly and
achieve profitability this year.
Improving the consumer experience
This year we have seen considerable progress
in our product and service offering for both
sides of our network. For the consumer we
have enhanced the restaurant discovery
process and introduced more ways to engage
with Just Eat, including digital media players
and into the gaming experience, as well as
harnessing voice technology, chatbots and
augmented reality. With the rollout of Orderpad
to more than 10,000 restaurants globally, the
number of consumers receiving ‘order on its
way’ notifications continues to increase.
1. Source: Management estimate based on research performed.
10
Annual Report & Accounts 2016 “Just Eat will always favour a two
sided marketplace, with restaurants
managing last-mile delivery to ensure
customer service standards and to
gain operational efficiencies. To bring
greater choice to the consumer, we
will continue to bring delivery to
restaurants without that capability.”
David Buttress
Chief Executive Officer
Driving channel shift
Our industry is in good health and continues
to grow as the consumer chooses greater
convenience. Over 51 per cent1 of takeaway
food in the UK continues to be ordered by
telephone, and online penetration remains
at a significantly lower level across the
remainder of our portfolio, representing
great potential for future growth.
During 2016, we relaunched the Just Eat brand,
starting in the UK, to better reflect both the
two-sided nature of our marketplace and
the choice available across our network.
In a year in which we consolidated Spain
and Italy, two key European markets, we
further strengthened the iFood business
with two acquisitions in Brazil and Mexico,
bolstered our Canadian business and,
subject to Competition and Markets
Authority approval, agreed the acquisition
of hungryhouse in the UK. Following the
disposal of our Benelux business, we are
now the leader in each of our 12 markets.
“I would like to thank
the entire Just Eat team
for working tirelessly to
grow this business and
deliver an industry-
leading performance.”
Our people
Without exception, every member of our
team is critical to our success as a business
and key to driving a high performance,
entrepreneurial culture. During 2016 we
further strengthened our leadership team
and welcomed Fernando Fanton as our
Chief Product and Technology Officer, and
Paul Harrison as Chief Financial Officer.
In February 2017, I informed the Board of my
intention to step down as CEO from the end
of the first quarter, accepting their offer to
become a Non-executive Director. It has
been a great privilege to work alongside, and
then lead the exceptional team at Just Eat,
helping to build from the very first restaurant
in the UK to the Company it is today. I know
it will continue to be in the best possible hands.
I would like to thank the entire Just Eat team
for working tirelessly to grow this business
and deliver an industry-leading performance.
Outlook
Just Eat is in a very strong position,
operationally and financially. We have the
right business model to continue capturing
further share of the £23.1 billion of delivered
food ordered in our markets. In 2017,
despite another year of planned investment,
we expect material growth in both
revenues and Underlying EBITDA of
between £480.0–495.0 million and
£157.0–163.0 million respectively.
Pages 4 to 39 of the Annual Report form
the Strategic Report
On behalf of the Board
David Buttress
Chief Executive Officer
6 March 2017
>> Read more about
our markets on
page 16
11
Strategic reportwww.justeatplc.com Razor
Sharp
Being razor sharp is about continuously
striving to be the best we can be.
Industry-leading
technology
We believe in continuous innovation
as well as getting the basics right so
that our service remains the most
convenient, relevant and reliable.
Just Eat is a high-tech company, and we are always
looking for ways to innovate, giving our customers
an amazing experience. Customers increasingly
expect services like Just Eat to be faster, smarter
and more intuitive. Everything we do to make the
process convenient, relevant and reliable helps
us rise to that expectation.
Previously that could be satisfied by simply meeting
the consumer where they are – and we have achieved
this by extending access to our platform to digital
media players and into the gaming experience.
However, our ambition is far greater. We want to keep
pushing technology boundaries to ensure we provide
our customers with the best possible service, while
at the same time supporting our restaurant estate
to grow their business.
We are proud of the progress that our 360-strong
technology team has made in the past year. We
unveiled our investment in machine learning, with
the establishment of a dedicated data pipeline
successfully driving artificial intelligence into
apps and voice-activated skills.
We have teamed up with the likes of Amazon, Facebook
and Microsoft to integrate these innovations into
the technology that informs our customers’ everyday
lives, and we showcased most of this along with
industry-first virtual reality at our ‘future now’ event
in November 2016. We also delivered our first order
via robot through our ground-breaking partnership
with Starship Robots.
We launched our inaugural ‘accelerator programme’
to assist early stage start-ups in the food tech space
through investment, mentoring and business guidance,
so that they can benefit from our own experience
of what it takes to get a successful food tech
business up and running and to bring it to scale.
12
Annual Report & Accounts 2016 An area where we are using technology
to enhance the customer experience is
restaurant discovery. Just Eat customers
have access to 68,500 Restaurant Partners,
so we have an exciting challenge in helping
them discover and choose the most relevant
restaurant and meal for themselves. We have
worked hard to make it as easy as possible for
our customers to find what they want, and
we will have new tools to help them tomorrow.
We are now making advanced use of natural
language processing (“NLP”) technologies
on our websites and apps. This technology
analyses the content of multiple data sources
in real time such as customer reviews and
restaurant information to make our search
engine even more effective.
For 2017, we will continue to support the
rollout of Orderpad to more restaurants and
into more markets, and further develop the
platform to bring greater functionality to
our Restaurant Partners and make it easier
for them to communicate with customers to
enhance their experience.
Fernando Fanton
Chief Product and Technology Officer
“ We want to keep pushing technology
boundaries to ensure we provide our
customers with the best possible
service, while at the same time
supporting our restaurant estate
to grow their business.”
Fernando Fanton
Chief Product and Technology Officer
13
www.justeatplc.com
Our business model
Creating value for our stakeholders
Just Eat operates a scalable business model with a beneficial cash
flow cycle, creating value for Restaurant Partners, customers, our
people and shareholders, through increasing revenues and profits.
This supports short-term priorities to focus on growth and market
leadership, and longer-term priorities including a focus on profit,
sustainability and increasing market share.
Our key strengths
i t y
i l
b
ased s c a l a
re
c
n
I
Leadin
g t
e
Our revenue split
Consumer
demand
T
r
u
s
t
e
d
b
ra
nd
t a
s
O u t
c
h
n
o
l
o
g
y
ple
o
n ding pe
94%
of total revenues
5%
1%
of total revenues
of total revenues
Commissions and
admin fee revenues
Order driven revenues accounted
for 94 per cent of Group revenues
(2015: 91 per cent), comprising
commission paid by the restaurant
on successful orders and payment
card or administration fees.
Commission revenues are driven by the
number of orders placed, average order
value (“AOV”) and commission rates,
which vary by country.
Top-placement
fee revenues
Restaurants may also pay for promotional
top-placement on the Just Eat platform
which constituted 5 per cent of the
Group’s revenues (2015: 5 per cent).
Top-placement fees are charged to
restaurants that want to be listed
in a clearly labelled sponsored slot at
the top of search results in a particular
postcode for a period of up to 12 weeks.
The number of slots are limited and the
restaurant must meet certain quality
and performance standards.
Connection fees
and other revenues
One-off connection fees to join the
Just Eat network and other services
such as branded commodity products
accounted for 1 per cent of the
Group’s revenues (2015: 4 per cent).
Connection fees range globally from
£nil to £750, depending on geography
and market maturity.
These fees are charged to cover the
cost of hardware installed into the
restaurant and the sales and
onboarding process.
14
Annual Report & Accounts 2016 Restaurant
Partners
• Access to Just Eat gives restaurants
increased orders of higher value
• Access to a global brand and leading-edge
digital technology to maximise their business
• More efficient order processing by reducing
time and communication errors
Total order value processed
in 2016
£2.5bn
Number of times UK Partner
Centre accessed in 2016
14.9m
• Partnership programme, providing great
products and services to our restaurant estate
>> Read more in our Operational
review commencing on page 32
• Provision of operational data through
Partner Centre
Customers
• A simple ordering process enabling
customers to select from favourite
restaurants or previous orders and pay with
securely stored payment card details
• Convenience of placing an order including
via apps, gaming platforms, smart TVs and
social media platforms
Reviews on our platforms
22.5m
Net new customers in 2016
4.2m
• Huge choice supported by millions
of relevant customer reviews
>> Read more in our Operational
review commencing on page 32
• Reassurance of ordering from a well known
brand and having access to customer service
through Just Eat’s online or offline support
Our people and
shareholders
• Driving long-term value for our shareholders
• Just Eat’s corporate culture embodies
our entrepreneurial spirit
• The growth of the business has provided
many opportunities for existing and new
colleagues and we continue to invest in
developing and retaining our people and
strengthening the team
Compound increase in
Underlying EBITDA1
310%2
Employees who would
recommend Just Eat
as an employer
83%
>> Read more in our people and
community spread commencing
on page 36
1. Refer to Chief Financial Officer’s review commencing on page 24 for the full definition of adjusted measures.
2. Five-year CAGR calculated from 2011 to 2016.
15
Strategic reportwww.justeatplc.com Market overview
We operate in markets
of scale with significant
structural growth drivers
Our marketplace is dynamic, exciting,
fast-growing and rapidly evolving,
driven by secular consumer trends
as people seek greater food
convenience and develop a
broader food palate.
Demand is driven by:
•
takeaway being viewed as part of the
weekly routine;
• simplicity, speed and efficiency – storing of card
details, making it easier to process an order for
both customers and restaurants;
• customer desire for choice – over 100
cuisine categories;
• customer reviews, being a trusted source
of information;
•
•
•
restaurants wanting access to digital customers;
increasing adoption of eCommerce; and
increasing mobile penetration.
Our markets
The optimal market for Just Eat is one with a strong
culture of delivered takeaway food, with a highly
fragmented supply side and where the consumer
is comfortable transacting online. This has been
key in choosing those territories in which we invest
and Just Eat is now market leader in all our markets
around the world in which we operate. Those markets
were estimated to represent a total addressable market
of £23.1 billion1 in 2016, of which the UK is the largest
single market at £6.1 billion1.
Since the first Just Eat website was launched in
Denmark in 2001, we expanded globally, now in the
UK, Ireland, Canada, Norway, Spain, Italy, Switzerland,
Brazil, France, Mexico, Australia and New Zealand.
Whilst the UK is the largest of Just Eat’s operations
in terms of number of orders, active customers and
Restaurant Partners, our international markets now
represent more than one-third of total Group revenues
and in 2016, for the first time, were profitable in aggregate
at an Underlying EBITDA level.
In the UK, online ordering has grown faster than GDP,
driven by the factors listed to the left2. This channel
shift is similar to the migration towards the use of
the internet by customers in other highly fragmented
markets, such as travel, insurance, entertainment
tickets, classified advertising and restaurant bookings.
Around 51 per cent1 of takeaway orders for delivery
are still placed on the telephone, demonstrating the
remaining opportunity for Just Eat to convert those
customers to ordering via our platform.
Whilst the UK is one of the most developed markets
in the world for delivered takeaway food, in aggregate,
the £2.5 billion of order value processed through
Just Eat globally represented only 11 per cent1 of
our total addressable market.
Growth
In addition to achieving strong organic growth, we
will continue to consider M&A to achieve our strategic
objective of being the market leader in each country in
which we operate, whilst remaining financially disciplined.
2016 was another acquisitive year for the Group.
In February, we agreed the acquisition of La Nevera
Roja (“LNR”) in Spain, PizzaBo/hellofood in Italy and
hellofood in Brazil and Mexico. These businesses were
highly complementary to Just Eat’s existing businesses
in these markets, bringing additional scale, focus and
new talent to our local operations. The acquisition of
the Spanish business was subject to regulatory approval
from the local competition authority, which was received
in April. Hellofood Brazil was subsequently sold to our
Latin America associate (iFood). In addition, we sold a
49 per cent stake in our enlarged Mexico business to
an associate in which we hold a 33 per cent interest,
giving us a 67 per cent holding on a look-through
basis. This associate is 67 per cent owned by
Movile Mobile Commerce Holdings S.L.
In August, the Group agreed the sale of its Benelux
business to Takeaway.com. The Benelux business was
not well positioned to drive sustainable profitability
and the disposal is in line with our strategy to achieve
long term growth in each country in which we operate.
16
Annual Report & Accounts 2016 Our marketplace is
dynamic, exciting,
fast-growing and
rapidly evolving,
driven by secular
consumer trends
as people seek greater
food convenience and
develop a broader
food palate.
We acquired the number two operator in Canada in
December. SkipTheDishes is a fast growing business with
limited geographic overlap operating a complementary,
delivery-focused business model. Together we now
have the attributes to win in the unique Canadian
market. Concurrently, we announced the acquisition
of hungryhouse in the UK, which remains subject to
approval by the CMA and is therefore not reflected
in our 2016 results.
What is the future?
Given that we see no greenfield opportunity in any
market of potential scale, we are focused on the
significant opportunities for Just Eat to increase
its orders, revenues and operating profits within
our current markets based on the relatively low customer
penetration in most countries. In time, there is also the
opportunity to further address the collection market,
chain restaurants and delivery via third parties.
The opportunities to utilise our scale and significant
data resources for the benefit of both our Restaurant
Partners and customers are huge.
A single brand
We operate under the Just Eat brand in the majority
of our markets. The remainder operate under the
strong local brands they traded under at the time the
businesses were acquired. Over the medium term
we intend to convert our wholly owned markets
to the Just Eat brand.
1. Source: Management estimate based on research performed.
2. Source: “Consumer Foodservice in the UK” by Euromonitor and EIU.
3. On a 100 per cent ownership basis.
Our total market opportunity
£23.1bn
Norway
Denmark
Ireland
Switzerland
Mexico3
Canada
AUS and NZ
France
Spain
Italy
Brazil3
UK
£0.2bn
£0.3bn
£0.3bn
£0.7bn
£1.1bn
£1.5bn
£1.9bn
£2.0bn
£2.2bn
£2.8bn
£4.0bn
£6.1bn
17
Strategic reportwww.justeatplc.com Our strategy
Our strategic initiatives
Our strategy is focused on three interlinking pillars which work both individually
and collectively to drive our vision of creating the world’s greatest food
community and being market leader in each country in which we operate.
1
Improving
the
consumer
experience
What we are doing
Why it’s important
• Stability, security and scalability of
our platforms are key to ensuring that
customer orders get through to our
Restaurant Partners.
• We continue to innovate our customer
offer, harnessing new technology and
bringing Just Eat access to even
more devices.
• Over 50 per cent of UK orders were
processed via Orderpad, enabling ‘order on
its way’ notification, which helps to drive
customer loyalty. We are commencing
international rollout of this technology.
• Better information is key to empowering
customers to make informed choices.
Reviews, which can only be placed by
those who have completed an order, offer
valuable insight and at year end we had
22.5 million reviews across all our platforms
(31 December 2015: 13.5 million).
• Choice across the sector has continued
to expand as we add more great, local
restaurants as well as global brands.
Our model allows us to add restaurants
that do their own delivery, as well as those
that require third-party couriers.
• Brand investment contributes to customer
loyalty, and during the year we brought
our new vision to life via a major brand
relaunch initially in the UK ahead of being
rolled out to other markets.
• Increasing the number of restaurants from
which our customers can order (68,500
restaurants at year end) is important, as
is increasing the dining opportunities and
different cuisine types available.
• Apart from scale, efficiency and the ability
to reach digital customers, part of our
attraction to restaurants is our ability
to help them maximise their profits using
Partner Centre, our dedicated business
management tool to access valuable
data insight.
• In the majority of markets, the shift from
telephone to online ordering is still in
its early stages, which offers significant
opportunity for future growth. The shift
to app varies by market and is still growing,
with 44 per cent of Group orders placed
in this way (2015: 38 per cent).
• Shifting customer ordering from offline
to online also benefits our Restaurant
Partners as online orders have a higher
average order value, whilst evidence to
date shows that app users order more
frequently than non-app users.
2
Bringing
greater
choice
3
Driving
channel
shift
18
Annual Report & Accounts 2016 Our key performance indicators
Measuring our success
The success of our strategy is measured through a select
set of key performance indicators (“KPIs”). These ensure
we focus our resources appropriately.
>> Link between
KPIs and
Executive Director
remuneration
on page 71
Orders
+42%
16
15
14
96.2m
61.2m
136.4m
Definition and calculation
Number of successful orders placed.
Purpose
The number of orders the Group
processes for the restaurants on our
platforms is a direct measure of our
relevance to all stakeholders.
Link to strategy
3
2
1
Revenues
+52%
16
15
14
£247.6m
£157.0m
£375.7m
Definition and calculation
Total of all revenues generated by
the Group.
Purpose
Revenues enable the Group to measure
top-line growth, resource levels and
investment needs and to ultimately
determine the viability of the business.
Link to strategy
3
2
1
Underlying EBITDA
+93%
16
15
£59.7m
14
£32.6m
£115.3m
Definition and calculation
Earnings before interest, tax, depreciation
and amortisation, additionally adjusted
as disclosed in the Chief Financial
Officer’s Review commencing on
page 24.
Purpose
This measure enables the Group’s
operational and segmental performance
to be understood, accurately reflecting
key drivers for long-term profitability.
Growing Underlying EBITDA generates
further profits to be reinvested or
distributed to shareholders.
Link to strategy
3
2
1
Average revenue
per order (“ARPO”)
+10%
16
15
14
Active users
Number of restaurants
+31%
+11%
£2.59
£2.35
£2.29
16
15
14
8.1m
17.6m
13.4m
16
15
14
68,500
61,500
45,700
Definition and calculation
Total of commission revenues and
admin fees, divided by total orders.
Purpose
ARPO is a key driver of revenues, along
with the number of orders processed.
Link to strategy
2
Definition and calculation
Number of customers who have
placed at least one order within the
last 12 months at the reporting date.
Definition and calculation
The number of Restaurant Partners
capable of taking orders across all
Just Eat platforms at the reporting date.
Purpose
Increasing the number of active users
is one outcome the Group uses to
measure the successful level of channel
shift from offline to digital ordering.
Link to strategy
3
2
1
Purpose
Providing greater choice is one of the
Group’s strategic initiatives. One element
of providing greater choice to customers
is to enable access onto our platforms
to a growing number of restaurants
and cuisine types.
Link to strategy
3
2
1
19
Strategic reportwww.justeatplc.com Principal risks and uncertainties
The Group operates a rigorous
risk management process
The Board is responsible for
ensuring that the exposure to risk
is effectively managed across the
Group. It recognises that rigorous
safeguards and management
processes are required to mitigate
these risks.
The Board has carried out a robust assessment of
the principal risks facing the Group. This included
those that would threaten its business model,
future performance, solvency or liquidity to ensure
the principal risks and uncertainties were properly
identified, evaluated, prioritised and addressed.
The Group’s risk appetite influences the culture of our
business and how we operate, and this is reflected in
our risk management framework as detailed on the
following page.
New and existing risks were identified and assessed
over the course of the year as the Group’s overall risk
profile continued to evolve. The Executive Team and
the Board performed further analysis to prioritise these
risks, with a focus on those considered to pose the
greatest risk to achieving our objectives. None were
deemed to be principal risks.
There are business risks faced by Just Eat, such as
those disclosed within Note 35, which are generally
faced by other comparable online businesses. However,
there are also more specific risks and uncertainties
that affect our business or specific industry.
During the course of the year, the Board defines the risk
appetite and monitors the management of significant
risks to ensure that the nature and extent of the
significant risks taken by the Group are aligned with
the overall goals and strategic objectives that have
been communicated.
The principal risks presented on the following pages
are those risks considered by the Board to have a
potentially material impact on the Group not achieving
its strategic objectives. There are additional risks that
the Group is exposed to that are not considered
material but could have an adverse impact.
The EU referendum
The vote in favour of the UK leaving the EU (“Brexit”),
has increased the level of macroeconomic uncertainty.
Whilst we will remain vigilant, our experience in multiple
countries suggests that our growth is typically unaffected
in such an environment as overall consumer demand
for online takeaway food continues. We have therefore
not considered post-Brexit uncertainty to be a principal
risk for the Group.
We are an increasingly international business with
over one-third of Group revenues being in currencies
other than sterling. Should current post-Brexit GBP
weakness continue, our reported sterling revenues
would be higher.
During 2016, our international businesses generated
a small net Underlying EBITDA profit and therefore
any foreign exchange impact has been limited.
20
Annual Report & Accounts 2016 During 2016, the Board reduced the priority of the
principal risk of the Group’s culture changing, which
was a principal risk in the previous year. Mitigating
actions taken throughout the year have lessened
the risk to a level that the Board no longer considers to
be a principal risk in the current year. The risk factors
described on the following pages are not an exhaustive
list of all risks. The Group continually monitors and
evaluates all these risks.
Risk management framework
The exposure to risk is an inherent part of running
a business and the Board recognises that rigorous
safeguards and a sound risk management process
are required to mitigate these risks. Risk is an agenda
item at Board meetings and the overall process for
identifying and assessing business risks and managing
their impact on the Group is continually under review.
The risk management process follows a sequence
of risk identification, assessment of probability and
impact. An owner is then assigned to each risk to
manage mitigation activities.
The Executive team supports the Board in monitoring
the exposures through regular reviews and a register
is kept of all corporate risks. The risk register and the
methodology applied are the subject of continuous
review by senior management and they are updated to
reflect new and developing areas which might impact
business strategy. Where exposures are outside of our
appetite these are communicated to the Board
alongside actions to reduce the risk.
This approach to risk management helps to facilitate
top-down and bottom-up perspectives across key
business risks within the organisation. The corporate
risk register is presented to, and reviewed by, the
Audit Committee on a regular basis.
Strategic
objectives
t e e
m i t
B
o
a
r
d
Risk appetite
Communicate
effectively
n a ge ment
M a
Identify and
assess risks
Monitor
Implement
dit Co m
u
A
I
n
t
e
r
n
a
l a
u
dit
Design and
plan mitigations
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Viability statement
In accordance with provision C.2.2 of the 2014
revision of the Code, the Board assessed the
prospects of the Company over a longer period than
the 12 months required by the ‘Going Concern’
provision. The Board conducted this review for a
period of three years, which was selected for the
following reasons:
•
•
the Group’s strategic plan covers a three-year
period; and
the significant growth profile anticipated
for the Group both organically and by acquisition
means that forecasting beyond three years is
more subjective; hence, the Board believes a
three-year period is the most appropriate.
The three-year strategic plan considers the
Group’s cash flows, forecasted Underlying EBITDA,
investment in areas such as marketing and technology
and other key financial ratios over the period. These
metrics are subject to sensitivity analysis, which
involves flexing a number of the main assumptions
underlying the forecast both individually and in
unison to ensure the business is still viable in a
stressed environment and any additional financing
requirements are identified. The sensitised scenario
models the impact of the Group’s principal risks
materialising. This includes a fall in orders due to a
total outage from an unmitigated technology failure,
an unexpected change in legislation and a sudden
and sustained inability to process card payments,
all of which are considered individually unlikely but
have been combined to form a “reasonable worst
case” scenario.
The three-year strategic plan does not include cash
flows in respect of future mergers and acquisitions.
The Board has assumed that any decisions on future
acquisitions will have regard to the Company’s
financial position and future cash flows at that time,
and that funds will be raised if needed in order for
the Company to be able to continue in operation and
meet its liabilities as they fall due.
Based on the results of this analysis, the Board
has a reasonable expectation that the Company
will be able to continue in operation and meet
its liabilities as they fall due over the three-year
period of their assessment.
Going concern
In adopting the going concern basis for preparing
the financial statements, the Directors have made
appropriate enquiries and have considered the
Group’s cash flows, liquidity position, borrowing
facilities and business activities as set out on page
90, in Note 35 to the Group’s financial statements
on pages 117 to 120 and the Group’s principal risks
and uncertainties as set out on pages 22 to 23.
Based on the Group’s forecasts, the Directors are
satisfied that the Company, and the Group as a whole,
have adequate resources to continue in operational
existence for the foreseeable future. Accordingly,
the financial statements have been prepared on
the going concern basis.
www.justeatplc.com
21
Principal risks and uncertainties continued
Competition
and markets
Regulation
and legislation
Technology
dependency
Change in risk status
Change in risk status
Change in risk status
Strategic focus area
Strategic focus area
Strategic focus area
1
2
3
2
3
1
2
3
Risk description
The Group faces ongoing
competition and potential new
entrants to the industry and to
the markets in which we currently
operate which could result in a
loss of market share and a decline
in profitability.
Potential impact
Demand for the Group’s services
and thereby the commission rates
it can charge, revenues, margin and,
ultimately, its market share could
be affected.
Controls to mitigate
In line with our strategic initiatives,
we will continue building our existing
market-leading positions. This
includes focusing on improving the
customer experience and providing
our Restaurant Partners with more
customers and greater value.
Strategic partnerships are being
formed to better enable our
Restaurant Partners to benefit
from our large restaurant network.
This creates Restaurant Partner
loyalty to Just Eat.
22
Risk description
Introduction of new laws, policies or
regulations, changes in or challenges
to the interpretation or application of
existing laws, policies and regulations,
or the failure to obtain required
regulatory approval or licenses.
Risk description
The Group has a high dependency on
technology and advanced information
systems and, therefore, there is a risk
that such technology or systems
could fail or could not be scaled
rapidly to meet business needs.
In particular in relation to the food
industry, but more broadly competition
(antitrust), anti-bribery, consumer
protection, taxation and reporting.
Potential impact
Costs could be incurred in ensuring
compliance with any new laws or
regulations. Non-compliance could
be damaging to the Group’s
reputation, and result in penalties
and heightened risk in the industry.
New legislation in relation to the
food industry could materially
impact the behaviour of restaurants
and/or consumers to our detriment.
Controls to mitigate
Legislative changes continue to
be monitored by our in-house
legal, finance, tax and compliance
functions and our strategic
responses are adjusted for these.
These functions work across the
business to ensure we remain
compliant with existing regulation
and are able to highlight where
changes may impact the business.
The Group manages its risk by
ensuring that risks are identified
and understood at an early stage
and that effective compliance and
reporting processes are in place.
The Group will monitor carefully
future developments that arise out
of the result of the UK referendum
and will engage in any relevant
regulatory processes.
In particular, any damage to or failure
of, online systems and servers via
external attack (such as DDOS) or
access to our restaurant devices and
other restaurant systems could result
in interruptions to consumer services.
Potential impact
The inability to service consumers
or Restaurant Partners could result
in reputational damage and
financial loss.
Controls to mitigate
We have invested and committed
considerable resources into
upgrading the existing technology,
IT infrastructure and communication
systems, as well as developing
and acquiring new platforms
and products.
A continuous testing programme
is employed to ensure that functionality
of product offerings and services
is maintained.
Continual monitoring of the market
is performed by a dedicated team
to ensure all new developments
are assessed for their impact on
our operations.
The Group has a business recovery
plan to minimise the disruption
experienced during any potential
service interruption.
The Group carefully monitors all new
products in development and invests
in high calibre support when required.
Annual Report & Accounts 2016 Key
1
2
3
Improving the
consumer experience
Bringing greater choice
Driving channel shift
No change
Risk increased
>> Refer to page 18 for a
summary of our strategy
Cyber security and
data protection
Business growth
Change in risk status
Change in risk status
Strategic focus area
Strategic focus area
1
2
1
3
Risk description
Heightened awareness of Just Eat
increases the risk of attacks on
our brand, business operations
and consumers.
Potential impact
Reputational damage and financial
losses arising from penalties and
fines, and consumers no longer carry
confidence to trade with the Group.
Controls to mitigate
Sophisticated security mechanisms
are deployed to ensure all sensitive
and confidential data is fully encrypted.
Regular communications are sent
to our stakeholders to increase their
awareness of potential threats.
We have established processes to
detect misuse of systems in order
to reduce the likelihood of data
loss. Systems are regularly tested
and continued investment in
infrastructure will ensure they
remain robust.
Risk description
Challenges in growing and scaling
the business both organically and
through mergers and acquisitions.
Potential impact
Fragmentation of new or expanded
operations, which are not aligned
with the Group’s strategy. Loss of
control resulting in financial or
reputational damage.
Controls to mitigate
We continue to perform extensive
due diligence of all new acquisitions
and closely monitor the market.
A dedicated integration team
is established to ensure all the
benefits of the new entity are fully
maximised and they are integrated
into the Group structure to allow the
continued growth in that market.
23
Strategic reportwww.justeatplc.com Chief Financial Officer’s review
Continuing our track
record of strong
performance
Group revenues grew
52 per cent year-on-year to
£375.7 million. The Group’s
Underlying EBITDA margin
expanded significantly to
31 per cent from 24 per cent
as the Group’s profitable
growth continues.
Introduction
Since taking over as CFO from Mike Wroe
on 26 September 2016, I have been delighted
to discover a business full of bright
individuals who possess a unique energy
and entrepreneurial spirit. The systems
and processes that Mike put in place have
served the Group well. The countries I have
visited to date are proud to be part of the
Just Eat family and are fully engaged with
the Group strategy to maintain our leading
position in each market. I would like to thank
Mike for building a strong, motivated team
which I will continue to strengthen to ensure
it remains an effective partner to a rapidly
evolving business.
Group performance
All key trading metrics on the Group income
statement improved year-on-year. The Group
also benefited from the movement in foreign
exchange. The year-on-year movement in foreign
exchange rates contributed £9.4 million
to revenues.
>> Read more about
our markets on
page 16
24
“The performance of the Group for the year
ended 31 December 2016 demonstrates
the impact of implementing a compelling
strategy of being market leader in
each territory.”
Paul Harrison
Chief Financial Officer
Continuing operations
Revenues
Cost of sales
Gross profit
Long-term employee
incentive costs
Exceptional items
Other administrative expenses
Total administrative expenses
Share of results of associates
Operating profit
Gain on disposal of Benelux
businesses
Net other gains/(losses)
Finance income
Finance costs
Profit before tax
Taxation
Profit for the year
Basic EPS (pence per share)
Adjusted profit (used to
calculate adjusted EPS)
Adjusted basic EPS
(pence per share)
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
375.7
(35.2)
340.5
(3.1)
(14.6)
(250.2)
(267.9)
(0.1)
247.6
(24.2)
223.4
(2.9)
(6.6)
(176.2)
(185.7)
(2.2)
72.5
35.5
18.7
0.1
0.6
(0.6)
91.3
(19.9)
71.4
10.7
—
(0.7)
0.4
(0.6)
34.6
(11.6)
23.0
3.8
81.6
40.4
12.2
6.6
Annual Report & Accounts 2016 The Group’s revenues continued to experience
significant growth, driven by order growth and by
increasing revenues per order and ancillary revenues.
The international businesses now generate 37 per cent
of total Group revenue (2015: 31 per cent) as they
continue to drive channel shift in their under-penetrated
markets. These markets continue to follow patterns set
out by our more established markets such as Denmark
and the UK. Group average revenues per order (“ARPO”)
increased by 10 per cent from £2.35 to £2.59, driven
by a 100bps commission rate increase in the UK, along
with an increase in commission rates in Australia and
New Zealand.
The growth in revenues has not been achieved at the
expense of Underlying EBITDA. All reported segments
have seen margins improve. Our marketplace remains
competitive and these results reinforce our strategy
of being market leader in each territory, since it leads
to higher long-term sustainable Underlying EBITDA
margins. These leadership positions, combined with the
Group’s financial discipline and the inherent operational
leverage in the business model has resulted in Underlying
EBITDA increasing to £115.3 million from £59.7 million
and the Underlying EBITDA margin expanding to
31 per cent from 24 per cent in 2015.
The income statement includes some significant
fluctuations that are not considered part of normal
business operations. These are removed from operating
profit to arrive at Underlying EBITDA. We believe this
measure more accurately reflects the key drivers of
long-term profitability for the Group and removes
those items (both positive and negative) which are
mainly non-cash or one-off in nature and that do not
impact underlying trading performance.
A reconciliation between operating profit and
Underlying EBITDA is shown below:
Operating profit
Depreciation and amortisation
Long-term employee
incentive costs
Exceptional items
Net foreign exchange
losses/(gains)
Underlying EBITDA
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
72.5
24.9
3.1
14.6
0.2
115.3
35.5
14.8
2.9
6.6
(0.1)
59.7
Underlying EBITDA also converts strongly to net operating
cash flow due to the beneficial working capital cycle
of our business model. In the calculation of cash
conversion, we have excluded cash due to be remitted
to our Restaurant Partners as we do not consider this
as part of our day-to-day operating cash balance.
In 2016, 93 per cent of Underlying EBITDA converted
to cash (2015: 97 per cent). If exceptional items were
excluded, the cash conversion would exceed 100 per cent
for both years. The close relationship between Underlying
EBITDA and cash demonstrates why management
continue to use Underlying EBITDA to assess
operational and segmental performance.
M&A activity
It has been another year of significant M&A activity. In
February, we agreed the acquisition of La Nevera Roja in
Spain, PizzaBo/hellofood in Italy and hellofood in Brazil
and Mexico. The Spanish, Italian and Mexican businesses
were successfully integrated into the Group operations
in the year and we are realising expected synergies.
The integration demonstrated our focus on operational
excellence and we continue to see very high levels of
growth in these markets.
Subsequent to completion of the acquisition, hellofood
Brazil was sold to iFood, an associated company of the
Group. Additionally, 49 per cent of our enlarged Mexico
business was sold to an associate in which we hold a
33 per cent interest, giving us a 67 per cent holding on
a look-through basis. The remaining 33 per cent is owned
by Movile Mobile Commerce Holdings S.L. (“Movile”).
In December 2016, we completed the acquisition of
SkipTheDishes in Canada. This is a highly complementary
addition to our existing Canadian operations and one
that bolsters our market-leading position. Due to the
timing of the acquisition, the impact on the trading
results was not material. SkipTheDishes is a significant
online food delivery marketplace in Canada. In addition,
it has developed a technologically-advanced delivery
platform focused on lower density metropolitan and
suburban areas, which are key features of the Canadian
market. It has a selection of more than 3,000 unique
restaurants and 350,000 active users. For the year
ended 31 December 2016, SkipTheDishes had pro forma
order growth of 205 per cent.
Also in December, the Group announced its intention to
purchase hungryhouse, subject to CMA approval. There
are £5.0 million of transaction costs anticipated to be
incurred to complete the transaction, which have been
included in exceptional items. As part of the transaction,
a deposit of £6.0 million was paid for the business and
this has been included within current assets. The deposit
is refundable in only very limited circumstances, not
including an adverse ruling by the CMA.
We believe that these types of disciplined in-fill
acquisitions lead to longer-term higher margins as well
as more choice for our customers and, for our Restaurant
Partners, access to a larger pool of active users with the
added benefits of being part of a global brand.
Consistent with our strategy of being the market leader
in each country where we operate, we sold our Benelux
business in August, resulting in a gain on disposal of
£18.7 million.
25
Strategic reportwww.justeatplc.com Chief Financial Officer’s review continued
Developing Markets comprise Spain, Italy and Mexico.
The businesses in this segment are our earlier stage
markets and are much less penetrated than the other
segments. These countries are experiencing high rates
of growth, and profitability is only expected to follow
once further share of the online takeaway delivery
market is achieved.
The results of each segment includes its fully allocated
share of central technology, product and Head Office costs.
United Kingdom
It has been another successful year for the UK business.
Revenues grew 40 per cent to £237.1 million from
£169.6 million and Underlying EBITDA grew 57 per cent
to £121.8 million from £77.6 million. These are comfortably
ahead of order growth of 31 per cent, driven by a 100bps
commission increase successfully implemented in April
2016 for existing restaurants, taking them to 13 per cent.
New restaurants have been signed at 14 per cent
commission since October 2015.
This success has been achieved through a combination
of strategies, focused on both improving customer demand
and restaurant supply. Key achievements include:
• continuing to increase the number of UK active
users, which rose 30 per cent at 31 December 2016
to 9.2 million (31 December 2015: 7.1 million);
•
the number of UK orders from mobile devices
increasing to 80 per cent (2015: 73 per cent),
including 46 per cent from apps (2015: 41 per cent).
This shift helps increase customer loyalty
and frequency;
• an increase of 8 per cent in ARPO largely due to a
100 bps increase in the standard commission rate
in April 2016;
successful television and radio marketing campaigns.
This focus, along with improvements in our last mile
visibility and new branding, have all resonated with
our customers;
• growing the number of restaurants on the platform
to 27,600 and adding branded chains to the
supply; and
• building better relationships with Restaurant Partners
by enabling them to run their businesses more
effectively through the use of our partner centre
app. The move to weekly billing improved their cash
flows and, by leveraging our scale, we have secured
exclusive deals for our Restaurant Partners that
enable them to reduce their cost base.
Segmental review
The Group has continued to report four operating
segments, being the UK, Australia & New Zealand,
Established Markets and Developing Markets.
Segment orders
United Kingdom
Australia & New Zealand
(from 15 June 2015)
Established Markets
Developing Markets
Total orders
Net revenues
United Kingdom
Australia & New Zealand
(from 15 June 2015)
Established Markets
Developing Markets
Total segment revenues
Head Office
Total revenues
Underlying EBITDA
United Kingdom
Australia & New Zealand
(from 15 June 2015)
Established Markets
Developing Markets
Total segment Underlying
EBITDA
Share of results from equity-
accounted associates (excluding
depreciation and amortisation)
Head Office
Total Underlying EBITDA
Year ended
31 December
2016
million
Year ended
31 December
2015
million
88.1
13.8
21.6
12.9
136.4
67.3
5.9
17.9
5.1
96.2
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
237.1
169.6
36.8
75.5
26.2
375.6
0.1
375.7
12.4
55.8
9.5
247.3
0.3
247.6
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
7.6
13.3
(13.7)
1.0
6.4
(13.9)
129.0
71.1
0.5
(14.2)
115.3
(1.9)
(9.5)
59.7
Established Markets comprise Denmark, France, Ireland,
Canada, Switzerland, Norway and Benelux, which was
sold during the year. The businesses in this segment
are further advanced towards maturity and are largely
profitable with increasing scale expecting to drive
further profitability over the mid-term.
26
121.8
77.6
• continued use of strong local activation alongside
Annual Report & Accounts 2016 All of these factors contributed to orders increasing
31 per cent to 88.1 million from 67.3 million in 2015.
Whilst order growth remains strong, as expected it has
slowed and will continue to slow given the scale of our
UK business. This trend is in line with our expectations.
Therefore, whilst we will continue to drive order growth,
we will also focus on maximising revenue streams such
as ancillary fees and broadening the reach of our
platform to include branded chain restaurants.
The operational leverage at scale has resulted in the
Underlying EBITDA margin expanding meaningfully
to 51 per cent (2015: 46 per cent). This was achieved
with an increase in marketing spend to £38.2 million
(2015: £28.4 million), representing 16 per cent
of revenues (2015: 17 per cent). Staff costs were
11 per cent of revenues (2015: 14 per cent).
International segments
The success of the UK continues to demonstrate the
long-term value of the leadership positions we have
built across the rest of our portfolio. Whilst our other
markets do not yet have the same absolute scale as
the UK, several markets have already shown profitable
growth and significant Underlying EBITDA margins.
This reinforces our belief in scaling to maximise the
strength of our business model.
International segment revenues grew 78 per cent
to £138.5 million. On a pro forma constant currency
basis (excluding Benelux and including Australia &
New Zealand for the full year), international revenues
grew 49 per cent year-on-year, as they continue to
expand in their markets and, for the first time, are
profitable in aggregate.
During 2016, currency movements have been volatile,
especially following the result of the EU referendum.
Our reported results have benefited from the
translational impact of currency movements.
Australia & New Zealand
During the year, we strengthened the management
team and processes, executed a brand relaunch for
Menulog, and improved both commission and ancillary
revenues, whilst benefiting from the synergistic
insights created as part of joining the Group.
In the first full year of ownership, the Menulog Group
of companies generated revenues of £36.8 million
(2015: £12.4 million) and £7.6 million of Underlying
EBITDA (2015: £1.0 million). On a pro forma constant
currency basis, this represents growth of 64 per cent
in revenues and 181 per cent in Underlying EBITDA.
We are pleased with this growth in revenue and
margin expansion.
Revenue growth was achieved by growing orders to
13.8 million (2015: pro forma 9.7 million, indicating
growth of 42 per cent), and also by successfully
implementing an increase in commission rates for the
majority of the restaurant estate for the first time in
the Menulog Group’s history. This has contributed
towards ARPO increasing 10 per cent year-on-year.
Ancillary revenues now account for seven per cent
of the segment’s revenues (2015: three per cent).
This was principally led by the re-engineered
approach to top-placement fees.
There remains work to do in Australia as it runs on
two legacy technology platforms, two brands and is
weighted towards major cities, which is consistent
with what we have seen in our other acquisitions.
However, we have acquired a strong, market-leading
business and during 2016, added considerable
management talent. We are, therefore, confident
that we will continue to strengthen this business
throughout 2017.
Established Markets
This segment combines six territories with a range of
growth rates that represent similar relative maturity
and market positions. Included within this segment,
ranked by order numbers, are Denmark, France, Ireland,
Canada, Switzerland and Norway. Previously this
segment also included our Benelux business, which
was sold in August 2016.
The segment generated revenues of £75.5 million
(2015: £55.8 million) and Underlying EBITDA of
£13.3 million (2015: £6.4 million). On a constant
currency like for like basis1, this represents growth
of 25 per cent in revenues and 59 per cent in
Underlying EBITDA.
The Danish business, our most mature market, delivered
its 15th successive year of order growth and has again
achieved double-digit revenue growth on a constant
currency basis. At the time of the IPO, this market
demonstrated the long-tail of growth and margin
potential that we expect to see as our businesses
become more established. Since then, this business
has continued to grow and expand margins, setting
the benchmark for other companies in this segment.
Excluding Benelux and Denmark, the revenues for the
remaining businesses grew 45 per cent and Underlying
EBITDA grew to £5.4 million, meaning the margin
improved to 10 per cent from 2 per cent.
Our operations in Canada were further strengthened
by the acquisition of SkipTheDishes, which is expected
to remain in a high growth phase over the medium term.
1. Like for like excludes Benelux as the operations were sold in August 2016.
27
Strategic reportwww.justeatplc.com Chief Financial Officer’s review continued
The Group’s product and technology costs were
£47.0 million (2015: £28.4 million). The relevant operating
costs associated with running the technology and
product teams are allocated to the businesses that
use the core technology. This includes the full cost
of support and development including all hosting,
maintenance, innovation and engineering.
We continue to invest in our technology and have
established a central team whose goal is to create
a single, core platform suitable for all our markets.
This team grew to 360 people (2015: 301) in the
year and continues to be an area of significant
additional investment.
Our technology investment also drives greater efficiency
in our business by enabling us to make better use of
our capital. For example, our spend in marketing will be
more effective following our investment in eCRM tools
as it is cheaper to reactivate existing customers than
it is to acquire new customers. This technology is helping
to improve relationships with restaurants, which should
minimise churn rates, and it is also helping our operations
team achieve greater scale, as evidenced by the
improving margins.
We are increasing spend on innovation to enhance
future growth rates and profitability. When these
costs meet the relevant requirements they are
capitalised. Specific, identifiable development costs
totalling £6.6 million were capitalised in the year
(2015: £2.0 million).
We have continued to make important senior hires,
completed significant M&A, further expanded the
technology and product teams and invested in
training and development, in order to meet the
challenges of running a high growth business
in a rapidly evolving sector.
Items outside of Underlying EBITDA
Amortisation – Acquired
intangible assets
Depreciation and amortisation
– Other assets
Long-term employee
incentive costs
Exceptional items (see Note 5)
Net foreign exchange
losses/(gains)
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
15.8
9.1
3.1
14.6
0.2
8.9
5.9
2.9
6.6
(0.1)
International segments continued
Developing Markets
This segment consists of our high potential, but
earlier-stage markets of Spain, Italy and Mexico.
The segment generated revenues of £26.2 million
(2015: £9.5 million) and Underlying EBITDA losses
were reduced to £13.7 million (2015: £13.9 million).
On a constant currency basis, this represents growth
of 147 per cent in revenues and 9 per cent in
Underlying EBITDA. The main driver of growth was
orders, which grew 153 per cent year-on-year.
In February, we agreed the acquisition of PizzaBo/
hellofood in Italy, hellofood in Brazil and Mexico
and La Nevera Roja in Spain. The Spanish, Italian and
Mexican businesses were successfully integrated
into the Group operations in the year. The integration
demonstrated our focus on operational excellence
and we continue to see very high levels of growth
in these markets.
Subsequent to acquisition, hellofood Brazil was sold to
iFood, an associated company of the Group. Additionally,
49 per cent of our enlarged Mexico business was sold
to an associate in which we hold a 33 per cent interest,
giving us a 67 per cent interest on a look-through
basis. The remaining 33 per cent is owned by Movile
Mobile Commerce Holdings S.L. (“Movile”).
We will continue to invest in our Developing Markets
and, following the acquisitions mentioned above, we
see a clear route to profitability in this segment.
Share of results from associates
In 2016, iFood was the market leader in Brazil generating
revenues of £28.8 million, up 224 per cent year-on-year.
This was principally as a result of a 160 per cent
increase in orders to 24.2 million (2015: 9.3 million).
Brazil has huge long-term potential and the success of
the local team in capturing this potential results in the
creation of a very valuable asset in Brazil, which is not
reflected in our Group headline numbers.
Head Office costs
Head Office costs were £14.2 million (2015: £9.5 million),
reflecting the increase in headcount required to build
a great technology company.
These include both the ongoing central costs of
operating the Group as a whole and those functions
required for efficiency of shared expertise, such as the
marketing, finance, legal, HR and the Business Insights
data teams. Those Head Office costs that can be
reasonably attributed to individual segments are
allocated on a consistent basis and, therefore, the
reported Head Office costs are those costs that
remain after such allocations.
28
Annual Report & Accounts 2016 Amortisation
The amortisation charge principally related to the
intangibles acquired as a result of the acquisitions
completed by the Group over recent years. The main
assets acquired are the restaurant contracts, the brands
of the acquired businesses and any intellectual property,
typically relating to the underlying technology platform.
The total charge for 2016 included £15.8 million (2015:
£8.9 million) relating to acquired intangible assets.
Depreciation
The depreciation charges mainly related to the JCT
and Orderpad terminals that are sited in the vast
majority of the restaurants on the Just Eat network.
They are depreciated over three years.
Long-term employee incentive costs
Long-term employee incentive costs of £3.1 million
(2015: £2.9 million) primarily relate to share awards
granted to employees, recognised over the vesting
period of the awards.
Exceptional items
Exceptional items of £14.6 million (2015: £6.6 million)
include M&A transaction costs and acquisition
integration costs relating to Australia, Spain, Italy,
Mexico and Brazil.
Net foreign exchange loss
A net foreign exchange loss of £0.2 million (2015:
£0.1 million gain) arose due to retranslating monetary
assets and liabilities not in the functional currency
of the subsidiary.
Items below operating profit
Other gains and losses
The business has recorded a mix of non-operational
gains and losses on several items during the year.
Gain on disposal of Benelux
businesses
Movement in minority
shareholders’ buy-out provision
Gain on disposal of Achindra
Online Marketing Private Limited
Losses on financial instruments
Fair value gain/(loss) on other
investments
Other (losses)/gains
Total net gains/(losses)
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
18.7
—
—
—
—
0.5
(0.4)
0.1
(0.2)
3.0
(3.9)
(0.1)
0.5
(0.7)
In August 2016, the Group recognised a gain of
£18.7 million on the sale of its Benelux business
to Takeaway.com.
Net finance income
The finance income results from interest on deposits held.
In 2016 this was offset by the fees associated with the
Group’s £200.0 million revolving credit facility, which
was extended from £90.0 million in December 2016.
Profit before tax
Profit before tax for the year was £91.3 million
(2015: £34.6 million).
Taxation
The income tax expense comprises both current tax
and deferred tax. Current tax is the expected tax payable
on the taxable profit for the year, using tax rates
prevailing in each respective jurisdiction, and any
adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet
liability method, providing for temporary differences
between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used
for tax purposes. The amounts of deferred tax recognised
are based on the expected manner of realisation or
settlement of the carrying amount of assets and
liabilities, using tax rates that are expected to apply
when the temporary differences reverse, based on
rates enacted or substantively enacted at the balance
sheet date.
As a result of income taxes arising in numerous
jurisdictions, there are some transactions for which
the ultimate tax determination is uncertain during the
ordinary course of business. Current tax liabilities are
recognised for uncertain tax positions when the Group
has a present obligation as a result of a past event
and it is probable that there will be a future outflow
of funds to a taxing authority. These may be, for
example, in respect of enquires raised and additional
tax assessments issued. The provision held in relation
to uncertain tax items totals £9.8 million as at
31 December 2016.
The Group’s total income tax charge has increased
to £19.9 million (2015: £11.6 million) with a decrease
in the effective tax rate (“ETR”) to 21.8 per cent from
33.5 per cent last year. The ETR on underlying profits,
after adjusting for the impact of long-term employee
incentive costs, exceptional items, other gains and losses,
foreign exchange gains and losses, amortisation in
respect of acquired intangible assets and their associated
tax impact, was 23.4 per cent (2015: 24.8 per cent).
The Group pays significant current tax on profits
generated in the UK, Denmark, France, Switzerland
and Ireland.
29
Strategic reportwww.justeatplc.com Chief Financial Officer’s review continued
Earnings per share
Adjusted EPS was 12.2 pence (2015: 6.6 pence), up
85 per cent. Adjusted EPS is calculated using the
adjusted profit attributable to the holders of Ordinary
Shares as set out in the table below. The adjusted EPS
has increased year-on-year due to higher adjusted
profits, partially offset by an increase in the weighted
average number of Ordinary Shares, primarily following
the full year impact of the 2015 placing and open offer
to fund the acquisition of the Menulog Group. Shares
were also issued as consideration for the acquisition
of SkipTheDishes.
Profit attributable to the holders
of Ordinary Shares in the Parent
Long-term employee
incentive costs
Exceptional items
Other net (gains)/losses
Net foreign exchange
losses/(gains)
Amortisation in respect of
acquired intangible assets
(including associates)
Tax impact of the adjusting items
Adjusted profit attributable to
the holders of Ordinary Shares
in the Parent
Weighted average number of
Ordinary Shares for basic
earnings per share (‘000)
Adjusted EPS (pence per share)
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
71.7
3.1
14.6
(18.8)
23.1
2.9
6.6
0.7
0.2
(0.1)
15.8
(5.0)
8.9
(1.7)
81.6
40.4
669,462
12.2
616,111
6.6
Basic EPS was 10.7 pence (2015: 3.8 pence),
representing a 182 per cent year-on-year increase.
Balance sheet
Due to the low operational capital expenditure
requirements of our business model and the cash
collected in advance of net settling with our
Restaurant Partners, the balance sheets of the
operating companies are relatively straightforward.
The complexity is added upon consolidation due to
the impact of business combinations and the
judgements they naturally include.
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Other non-current assets
Current assets
Operating cash
Cash to be paid to
Restaurant Partners
Cash and cash equivalents
Other current assets
Current liabilities
Net current assets
Non-current liabilities
Provisions for liabilities
Other long-term liabilities
Total liabilities
Net assets
Equity
Share capital and share premium
Other reserves
Retained earnings
Equity attributable to owners
of the Company
Non-controlling interests
Total equity
As at
31 December
2016
£m
As at
31 December
2015
£m
725.2
103.4
12.4
48.2
889.2
457.1
72.6
8.6
23.2
561.5
96.8
148.9
33.8
130.6
28.6
159.2
(151.9)
43.8
192.7
12.0
204.7
(109.4)
7.3
95.3
(43.1)
(27.7)
(9.3)
(21.6)
(70.8)
(30.9)
(222.7)
(140.3)
825.7
625.9
569.0
88.3
160.7
818.0
7.7
825.7
562.3
(17.4)
80.6
625.5
0.4
625.9
In 2016, non-current assets increased by £327.7 million
to £889.2 million. This was largely due to M&A activity
completed in the year, which resulted in the recognition
of goodwill, other intangible assets and increased
interests in the associates.
In total, £6.6 million has also been capitalised on
specific technology projects which met the criteria
to require capitalisation.
Cash balances of £130.6 million (2015: £192.7 million)
include £33.8 million (2015: £43.8 million) of cash
payable to our Restaurant Partners shortly after the
period end. The Group does not treat this cash as part
of its day-to-day operational cash balances as on-time
payment to restaurants is critical. Cash balances owed
to restaurants have decreased since last year following
the decision to pay restaurants weekly, rather than
twice a month.
30
Annual Report & Accounts 2016 This has been rolled out in the UK, Denmark and Ireland
with other international rollouts planned. This has
further strengthened our relationships with our
Restaurant Partners.
Cash generated from trading was also used to fund
a number of smaller acquisitions of technology assets
during the year and the initial consideration for the
SkipTheDishes acquisition. Current liabilities increased
due to growth in our operations, increases in tax liabilities
and the movement of non-current provisions to current.
Non-current liabilities increased by £39.9 million to
£70.8 million, primarily due to a provision for contingent
consideration relating to the SkipTheDishes acquisition.
Cash flow
The Group continued its high level of cash conversion,
benefiting from collecting the gross value of orders made
by card ahead of making net payments to restaurants.
In 2016, net cash generated from operations (including
payments for tax and interest) was £97.0 million
(2015: £74.2 million).
Underlying EBITDA
Net change in working capital
(excluding movement in
restaurant payables)
Income taxes paid
Interest cash outflow
(including facility fees)
Other
Free cash flow before
exceptional items
Cash outflow in respect
of exceptional items
Net cash flow before movement
in restaurant payables
Movement in restaurant payables
Net cash flow from
operating activities
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
115.3
59.7
14.3
(12.7)
(1.1)
0.3
12.3
(8.2)
(1.2)
2.1
116.1
64.7
(9.1)
(6.6)
107.0
(10.0)
58.1
16.1
97.0
74.2
Cash flow statement
Net cash inflow from
operating activities
Net cash used in
investing activities
Net cash from financing activities
Net (decrease)/increase in cash
and cash equivalents
Net cash and cash equivalents
at beginning of year
Effect of changes in foreign
exchange rates
Net cash and cash equivalents
at end of year1
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
97.0
74.2
(167.5)
2.3
(465.5)
425.1
(68.2)
33.8
192.7
164.1
6.1
(5.2)
130.6
192.7
1.
Includes £33.8 million (2015: £43.8 million) of Restaurant Partner cash.
The Group spent £167.5 million in investing
activities during the year. Of this, £161.9 million
(2015: £451.8 million) was spent acquiring
subsidiaries and associates.
At the balance sheet date, the Group had cash balances
of £130.6 million (2015: £192.7 million) and borrowings
of £1.0 million (2015: £nil). The Group has access
to a £200.0 million revolving credit facility (2015:
£90.0 million), which was undrawn at the balance
sheet date and at 6 March 2017. The facility was
extended in order to fund the potential acquisition of
hungryhouse that was announced in December 2016
(and remains subject to receiving CMA approval).
We agreed to pay an initial consideration of £200.0
million plus a potential earn-out of up to £40.0 million
for the acquisition. This is discussed further in Note 31.
The Board has not recommended a dividend since the
IPO as, in order to deliver longer-term value, the Group
intends to retain any earnings to invest in development
and expansion as opportunities arise.
Underlying EBITDA also converts strongly to net
operating cash flow due to the beneficial working
capital cycle of our business model. In 2016, 93 per cent
of Underlying EBITDA converted to cash excluding
those amounts held for restaurants (2015: 97 per cent).
If exceptional items were excluded, the cash conversion
would exceed 100 per cent in both the current and
prior years.
Paul Harrison
Chief Financial Officer
6 March 2017
31
Strategic reportwww.justeatplc.com Operational review
Continuously
striving to be the
best we can be
2016 was a landmark year as for
the first time Just Eat’s non-UK
portfolio was profitable in aggregate.
Congratulations go to the Brazilian
team for leading the latest Just Eat
market to achieve profitability.1
Success of the international business
Spain and Italy remain among our fastest growing
countries, achieving comfortably over 1 million orders
a month in aggregate, and enjoying triple-digit growth
following the acquisition of complementary businesses
in those markets. Our teams showed impressive expertise
in delivering top and bottom-line benefits from these
complex integrations. This bodes well for our ability to
successfully integrate any future acquired businesses.
Our Danish business enjoyed its 15th year of
incremental growth, demonstrating the very long
growth runway these businesses can enjoy.
Helping our Restaurant Partners grow
Our Partner Centre app, now fully integrated with
Orderpad, has become the de facto operating system
for many of our restaurants, and is typically accessed
1.4 million times a month in the UK. It offers menu
amendments, invoicing, the ability to order consumables,
and control of a restaurant’s online status, while also
giving access to reviews and ratings, with a right of reply.
2016 also saw the launch of our restaurant partnership
programme in the UK, using our scale to provide great
products and services to our estate. Launching with
Booker, the UK’s largest food wholesaler, we have also
added offers covering soft drinks, card processing, wifi,
broadband, motorbike insurance, business rates advice
and finance funding. To deliver this, we have developed
strong relationships with brands such as Coca-Cola, Sky.
Global Payments and Funding Circle. We will continue
to develop these offers throughout 2017. As these
relationships and awareness of offers start to grow,
we have seen partners making savings close to the
level of the commission they pay to Just Eat.
“Executing on our proven business
model remains our core objective,
requiring an innovative mind-set
and obsessive focus on getting
the basics right every time.”
Adrian Blair
Chief Operating Officer
Our field teams continue to take a data-driven
approach with restaurants to help them grow their
Just Eat business. In 2016 we also made substantial
improvements to the way we generate incremental
revenue via top-placement, and are encouraged by the
76 per cent improvement in revenue. We are confident
of further growth here in the year to come.
We exit 2016 with an extremely able cohort of
country managers, leading strong local management
teams. In 2017 we expect to optimise the team
structure further with the appointment of a Managing
Director of International Markets to oversee all
international operations.
Just Eat offers Restaurant Partners and customers
access to what is effectively the largest digital food
court in every country where we operate. This makes
the commercial case for branded restaurant operators
to work with Just Eat extremely compelling. On an
individual outlet basis we now work with all top six
global food brands somewhere across our portfolio.
We plan to deepen and expand our relationship with
leading restaurant brands throughout 2017.
The consumer experience
We invest continuously in technology to meet the
evolving needs of customers. This paid off in 2016
with a 21 per cent reduction in the overall number
of orders that required any kind of intervention, while
an improvement in efficiency ensured that customer
care service levels remained high throughout the year.
1. On an Underlying EBITDA basis.
32
Annual Report & Accounts 2016 This has been achieved by better contact centre
technology. Our direction of travel is toward more
shared services between markets, with customer
care and restaurant operations increasingly being
run from central capabilities.
The successful deployment of more than 10,000
Orderpad devices across most of our markets, along
with the increasing percentage of orders that receive
‘order on its way’ notifications, resulted in fantastic
feedback from both customers and restaurants. Over
50 per cent of orders in the UK are now transmitted
via the new devices, and we plan to accelerate this
rollout globally in 2017.
Adrian Blair
Chief Operating Officer
Marketing
Our marketing budgets are determined by rigorous
analysis of market conditions underpinned by cohort
data to drive customer growth, retention and frequency.
We retain flexibility between how we deploy spend
between markets and specific channels. During
2016, globally we spent £91.2 million in marketing
(2015: £64.0 million) and, as signalled at the half year
results, this included the brand relaunch in the UK
in September.
Our scale enables us to offer Restaurant Partners
unique insight and data, which in turn allows us to
create co-marketing opportunities that drive more
customers to them.
To celebrate the diversity of customers on our
platform, we host annual Takeaway Awards in the
UK, Ireland and Denmark. This initiative highlights
the great work that our Restaurant Partners carry
out during the year, and allows our customers to
show their appreciation by voting for their favourites.
This year we introduced several new categories to
honour not just the food and restaurants, but the
chefs and drivers who are all vital components of
a successful food delivery service.
In the UK, to showcase the breadth of cuisine available
on our platform, we held our inaugural Food Fest in
July, with a weekend of world class cuisine from some
of the UK’s top restaurants, plus live entertainment
and music.
“Our new brand recognises what
Just Eat has achieved so far,
while setting the tone for where
we want to go next.”
Barnaby Dawe
Chief Marketing Officer
Brand relaunch
During September, we relaunched the Just Eat brand
in the UK with an exciting new vision supported by a
new brand purpose. Following the UK launch, we are
rolling out the new brand into our other markets over
the next 18 months.
The vision – to create the world’s greatest food
community – marks a different direction for the brand.
Just Eat was one of the first companies to unite
customers and restaurants in the food delivery space
over 15 years ago. Today we bring together 17.6 million
active users with 68,500 restaurants, processing
orders worth £2.5 billion.
Our new brand recognises what Just Eat has achieved
so far, while setting the tone for where we want to go
next – over the short, medium and longer term. It marks
an evolution in our approach to meeting our customers’
evolving expectations and to the relationship we have
with our Restaurant Partners.
Whilst we continue to drive channel shift from the
telephone to ordering online or through the app, our
new purpose – to make food discovery exciting for
everyone – sits at the heart of everything we do.
Food makes people happy, and we help our customers
find more ways to enjoy their trusted favourites and
discover new flavours.
Barnaby Dawe
Chief Marketing Officer
33
Strategic reportwww.justeatplc.com
Committed to bringing
people together
We have an outstanding team and our aim
is to create the world’s greatest talent.
We are passionate about supporting our growing teams
empowering them to focus on providing excellent service
to our customers and Restaurant Partners.
Number of global employees
2,373
Number of employees with five
or more years’ service
141
>> Read more on how we have
supported our people on
pages 36 to 39
Big Hearted
Just Eat is built on relationships with our customers,
our Restaurant Partners and our people.
“The prize money has
allowed us to expand and
has brought in many new
customers. We are so glad
to be working with
Just Eat; they have been
brilliant for our business.”
Su Cheah
Owner, Chicken George, Best Takeaway in
Britain, at the British Takeaway Awards 2016
Strategic report Our people and community
People are at the heart
of our business
“We are committed to bringing emerging
talent into our business, as well as
retaining and developing our existing
colleagues, with the potential to be
tomorrow’s leaders of Just Eat.”
Lisa Hillier
Chief People Officer
Big Hearted
Just Eat is built on relationships with people.
The many, the few, the you: every individual
matters and we use every opportunity to
make things personal and fair for everyone.
We listen to understand, not just to reply.
Respect comes as standard – for our
customers, our Restaurant Partners and
each other – and that is how we build
positivity into all our relationships and
create new ones.
Our culture is anchored in connecting
our people with our vision of ‘creating
the world’s greatest food community’
and being guided by our values in every
decision we take.
During 2016 we launched a Company-wide
programme of activities to ensure that all
of our employees understand our vision and
values and how their role and local business
plans fit into the overall Just Eat strategy.
Our people are what make
Just Eat a great place to work.
Attracting, developing and
nurturing talent within the
organisation is critical for
our continued growth.
Just Eat’s organisational culture is important
to everyone who works here. It embodies
our passion for delivering excellent service
to our customers, delivering value to our
Restaurant Partners and providing an
exciting, innovative and challenging
environment for our employees.
We are focused on creating a sense
of belonging and engagement for our
employees. Our values – Razor Sharp,
Big Hearted and Make Happy – are core
to who we are as a business and sit at
the heart of our brand, our employees,
our customers and our relationships
with our Restaurant Partners.
Make Happy
We live for the joy side of life. The right food
for every moment. We cherish the love our
Restaurant Partners put into their cooking.
We are all about the enjoyment our customers
get from eating. It is the smiles that make
it worthwhile. What drives us is building
more excitement, quality, fun and laughs
into everyday food occasions, because
food makes people happy.
Razor Sharp
Everything can be made better. With clear
direction, a relentless attitude and non-stop
innovation, we impact the things that matter
most – more choice, fresh experiences
and new connections. We focus on getting
things done, at pace, and with a laser-like
focus. All so that people and restaurants
discover more of each other, and the bar is
constantly raised for everyone.
36
Annual Report & Accounts 2016 >> Find out more
about our graduate
and apprenticeship
programme online
Reward
During the year we introduced an annual
performance-related bonus scheme to
reward employees based on their personal
and business performance. We also further
enhanced our employee benefits introducing
a core package with a focus on protecting
the future, health and wellbeing and leisure
and lifestyle. We have increased the Company
contribution to employees’ pensions and
extended our Sharesave Scheme in 2016 to
additional Just Eat countries. This enables
our employees to take a direct stake in the
future success of the business.
Listening to our people
We value our employees’ views on what it is
like working at Just Eat. We ran an employee
engagement survey in April 2016 and used
the results to understand what we could do
better as an employer and measure employee
engagement. The survey was followed up with
local action planning sessions to listen to
ideas to drive improvement regarding the
whole employee experience.
Developing great talent
In 2016, we invested significantly in developing
the talent we have across our global business.
During the year, we offered numerous
development opportunities to all employees
based on key trends identified in individuals’
personal development plans. This included
opportunities such as training courses run
by external experts, coaching, mentoring,
webinars, access to online learning resources
and professional sponsorship.
We have also provided extensive support
for all of our managers, from new manager
development programmes all the way through
to executive leadership development, ensuring
they are well placed to drive and lead high
performing, successful teams.
Hiring great talent
We also supported our growth by hiring great
talent across all of the Group’s locations,
including the introduction of a graduate
and apprenticeship programme. We hired
13 graduates in September 2016 across
Finance, Marketing, Technology, Business
Insights, Sales and Operations. Following this
year’s success, we are planning to expand
the programme to 26 graduate hires in 2017.
During the year, we were pleased to welcome
Fernando Fanton as our Chief Product and
Technology Officer and Paul Harrison as
our Chief Financial Officer. We further
strengthened our ANZ, Canadian and Swiss
businesses with the appointment of three
new country managers, the latter being an
internal promotion.
Just Eat launched its
first ever graduate
programme in 2016.
We recruited 13 highly
talented individuals
spanning six areas of
our business and, after
great success, we plan
to recruit another
26 graduates in 2017.
37
Strategic reportwww.justeatplc.com >> To find out
more about GHG
disclosure go to our
Directors’ Report
on page 142
Our people and community continued
Broadening our perspective
Becoming a more diverse and inclusive
business is integral to our future success.
Our ambition is that our workforce reflects
the diversity of our customer base and
Restaurant Partners. Diversity of thought,
experience and backgrounds at every level
of the business are critical ingredients to
innovation and making the best decisions to
continue building a truly inclusive workplace.
We are pleased to have met the Davies
report recommendations in 2016 that at
least 25 per cent of Board members should
be female. However, we do recognise that
further long-term succession planning
is required to further address the gender
imbalance at a senior management level.
In 2016, we enhanced our paternity and
maternity provisions, introduced a Senior
Women’s Network and in 2017 will continue
to support and develop our female leaders.
In 2017 we will also build on our commitment
to, and investment in, people who want
to learn while they earn through extending
our apprenticeship scheme in the UK.
Our policy for the employment of disabled
persons is to provide equal opportunities
with other employees to train for and attain
any position within the Group.
The environment
We continued to make our business processes
as environmentally friendly as possible.
Examples include our use of office paper
that has been made from agricultural waste,
and lighting with automatic shut-off to
reduce our carbon footprint. In addition,
we continue to support the Fruitful Office
campaign, which as well as providing
healthier snacks for employees, directly
results in new trees being planted.
This year we launched a Cycle Safe campaign in
the UK, providing free hi-vis rucksack covers,
hi-vis vests and bike lights to employees who
choose to cycle to/from work.
For our greenhouse gas disclosure,
please refer to page 142.
Modern Slavery Act
The Board has approved a Modern Slavery
Act Transparency Statement in compliance
with section 54 of the Modern Slavery Act
2015, which is available to view on the
Company’s website: www.justeatplc.com.
Human rights
The Group has no specific policy in place
regarding human rights; however, all
employment policies and practices are
equally applied to all employees, officers,
consultants, volunteers, interns, and casual
and agency workers.
Gender breakdown of our Board, senior management and all permanent employees
at 31 December 2016:
Board membership
25% female
2
2016
2015
2014
1
1
Female
Male
Senior management1
All permanent employees
15% female
35% female
6
8
8
2016 6
2015
5
2014
4
33
30
27
2016
2015
823
1,550
708
1,096
2014
584
901
1. We have defined our senior management to be the top two grading levels for roles within the global business. This is predominantly our
Executive Team and their direct reports.
38
Annual Report & Accounts 2016 “We are delighted that Just Eat has
chosen to support our goals of
addressing food surplus, reducing
food poverty and social isolation
by serving tasty, nutritious meals.
Our shared belief in the importance
of community makes this a great fit.”
Mary McGrath
Chief Executive, FoodCycle
Charitable partnerships
In 2016, we continued to work with our
charitable partner Starlight, a charity which
helps grant wishes for seriously and terminally
ill children. A total of 91 per cent of funds
raised by Starlight are allocated to charitable
spending, an important factor for our
continuing support.
Since our partnership began in 2014, Just Eat
and its employees have helped to raise over
£60,000 including funds matched by the
Company towards granting wishes. During
2016, we raised funds through many bake
sales, team events, a pool tournament and
football league, a Christmas raffle, IronMan
Mallorca, Tough Mudder, an Olympic cycle
challenge, climbing Mount Kilimanjaro and
a London to Bristol bike ride. One employee
successfully referred someone into the
business and pledged to donate his referral
fee, plus a technology team won a hackathon
hosted by Microsoft in San Francisco,
California, and generously donated their
US$5,000 prize.
FoodCycle: a new charity partner for Just Eat
In 2016, as part of a review of our strategic
approach to being a responsible business,
we spent time identifying a charity partner
that is aligned to our values and our business.
This process identified FoodCycle, a
UK charity that combines surplus food,
volunteers and spare kitchen capacity to
create tasty, nutritious meals for people
at risk of food poverty and social isolation.
It runs 29 community hubs across the UK,
united by the simple idea that food waste
and food poverty should not co-exist.
The partnership, which started informally
in 2016, officially commenced at the start
of 2017.
The partnership will grow over time but will
initially include opportunities for our employees
to volunteer and use their skills to solve
issues faced by the charity, activities to help
our Restaurant Partners to reduce their food
surplus, and a number of exciting events to
raise funding to support FoodCycle’s ongoing
work. To find out more about our new charity
partner visit www.foodcycle.org.uk.
Looking ahead
For 2017, our people, Restaurant Partners
and customers continue to be at the heart
of everything we do. We are committed to:
• developing leaders with greater courage
to think independently, innovate and lead;
• evolving our culture and letting our
values guide every decision we make;
• combining our existing deep technical
expertise with the skills we need to
create new, market-leading products,
services and experiences for our
Restaurant Partners and customers;
• developing talented people so that,
through moves across products, markets
and geographies, they have the agility,
knowledge and collaborative skills to help
Just Eat grow;
•
rewarding and recognising performance;
• helping our people to build their careers
by improving how we highlight global
opportunities and supporting them in
thinking through their goals for their
careers; and
• providing opportunities for our people to
learn and develop so they are better able
to drive growth.
Lisa Hillier
Chief People Officer
>> To find out more
about our new
charity partner visit
www.foodcycle.org.uk
39
Strategic reportwww.justeatplc.com Corporate governance report
Corporate governance
introduction
“ Our commitments to high standards
of corporate governance and business
integrity enable us to continue to set
the tone as well as the direction of the
management of the Group.”
Dr John Hughes CBE, Hon DSc
Chairman
>> Paul and Roisin’s
backgrounds are
included in their
biographies on
page 43
>> Paul and Roisin’s
recruitment and
induction processes
are included in the
Report of the
Nomination
Committee
commencing
on page 56
• Non-executive Director appointment
We were also delighted to welcome
Roisin Donnelly as an additional
Independent Non-executive Director
in October. Roisin’s invaluable skillset
and experience have already enhanced
the Board.
• Acquisitions
We reviewed, considered and approved
important acquisitions by the Group in
Spain, Italy, Mexico, Brazil, the UK and
Canada. Most recently, on SkipTheDishes
and the proposed acquisition of
hungryhouse, this included full
presentations to the Board in their early
stages, updates as they progressed,
as well as a specific Board meetings
for their final approval.
• Strategic consideration
We received specific presentations from
management throughout the year on other
important strategic matters including
technology, marketing, people and new
developments in the Group.
Corporate governance has
always been important to us.
It provides the structure within which
the entrepreneurial drive in the Group can
thrive. It enables the continued growth of
the Group to be achieved on an ongoing
basis in an environment that is both
supportive and controlled. It ensures that
shareholder value and stakeholder interests
can be maximised in the long term.
In my report last year, I noted that we would
become fully compliant with all of the
provisions of the UK Corporate Governance
Code 2014 (the “Code”) during the year.
This was achieved on 1 March 2016.
This is an example of the importance the
Group places on this area. Our commitment
remains fundamental to how Just Eat operates.
Our ethos of market leadership is as key
to our corporate governance as it is to our
business success. We will continue to evolve
and develop our governance arrangements
to ensure they remain appropriate for our
ambitions for the business. We will also
embrace the ongoing changes to the Code
as these are introduced over the coming
years. This will ensure that our governance
continues to be appropriate for the future
as well as the present.
In 2016, there were a number of key corporate
governance considerations in Just Eat:
• CFO appointment
Paul Harrison was appointed CFO in
September following Mike Wroe’s decision
to step down from the Board. During his
eight years with Just Eat, Mike made an
important contribution to the Group.
Building on this, Paul has already made a
substantial contribution to the continued
development of Just Eat, drawing on
his own wide experience in other high
growth and technology companies.
40
Annual Report & Accounts 2016
These developments are part of our ongoing
work to achieve best practice in corporate
governance. We view this as a journey rather
than a destination. In the same way as Just Eat
continues to develop as a business, so we
will continue to evolve as a Board and to
develop our governance arrangements.
Our commitments to maintaining high
standards of corporate governance and
business integrity enable us to continue
to set a positive tone for the direction of
the management of the Group. I believe this
will remain an important foundation of the
Group as it continues to build shareholder
value over the long term.
UK Code compliance
This Corporate Governance Report, including
the sections that follow, sets out how the
Group has applied the main principles of
good governance contained in the Code.
The Board considers that the Group moved
to and continued with full compliance with
the Code provisions that applied during the
year from the Board changes on 1 March 2016.
Until that time, the only provision of the Code
with which the Group did not comply was
Code provision B.1.2 which recommends
that at least half the members of the Board,
excluding the Chairman, should comprise
Non-executive Directors determined by the
Board to be independent.
>> The UK Corporate
Governance Code
2014 can be accessed
at www.frc.org.uk
When two of our then Directors who had
been nominated by significant shareholders
stepped down, the Group became fully
compliant with this one remaining provision
of the Code.
The UK Corporate Governance Code can be
accessed at www.frc.org.uk.
Future development
I look forward to reporting to you next year
on how we continue to develop and further
strengthen our corporate governance in line
with our plans for the future development of
the Group. We view continuous improvement
as being important for us as a Board, just as
it is for our business.
On behalf of the Board
Dr John Hughes CBE, Hon DSc
Chairman
6 March 2017
Later in this Corporate Governance Report:
1.
2.
3.
4.
5.
An introduction to our Board is given in the biographies
of our Directors on the next pages.
More detail on the role and activities of the Board starts
on page 44.
Andrew Griffith, the Chairman of our Audit Committee,
reports on its work commencing on page 51.
John Hughes reports, in his role as Chairman of the
Committee, on our Nomination Committee’s activities
commencing on page 56.
Gwyn Burr reports on the remuneration of our Directors
in her capacity as Chairman of our Remuneration
Committee, commencing on page 60.
41
www.justeatplc.comCorporate governance Our Board
A diverse and effective leadership team
Each of our Directors brings valuable skills and experience
that contribute to the effectiveness of the Board as a whole.
Dr John Hughes CBE, Hon DSc N
Non-executive Chairman (Chairman of the Nomination Committee)
John joined as Chairman in December 2011. He has over 30 years’
experience leading complex, high technology businesses operating
at a global level. This has included senior executive positions at Thales
Group, Lucent Technologies and Hewlett Packard. John currently serves
as Chairman of Spectris plc (a role from which he will retire in May 2017
after nine years as Chairman) and was, until January 2016, Executive
Chairman of Telecity Group plc. He also serves as a Non-executive
Director of Equinix Inc and CSG Systems International Inc. John is an
adviser to Strattam Capital and Oakley Advisory Limited.
John holds a BSc in Electrical and Electronic Engineering from the
University of Hertfordshire (formerly Hatfield Polytechnic) from which
he was, in 2014, awarded an honorary Doctorate of Science in recognition
of his contribution to the communications and technology sector
and to the wider business community. He was awarded the CBE for
services to international telecommunications in the Queen’s 2011
New Year Honours List.
John will assume the role of Executive Chairman from 1 April until
such time as a new CEO is found to replace David Buttress.
David Buttress
Chief Executive Officer
David joined Just Eat in March 2006 to launch its UK business, and
was appointed Chief Executive Officer in January 2013. Beginning his
career in 1998 with Coca-Cola Enterprises, David enjoyed a variety of
senior sales roles and won the prestigious Account Manager of the
Year award while managing Coca-Cola’s key UK restaurant customers.
David holds a BA (Hons) degree in Law and Business from Middlesex
University Business School. In 2014, David was named Entrepreneur
of the Year at the Investor Allstars Awards, and was listed as one of
the London Evening Standard’s top 1,000 influential people. In 2015
he was named as one of Britain’s most influential people in the
Debrett’s 500. David is also a Special Adviser at 83 North –
a global venture capital firm.
David has notified his intention to step down from his role as
Chief Executive Officer and has agreed then to serve a minimum
one-year term as a Non-executive Director.
Andrew
Griffith
Senior Independent
Non-executive
Director
Gwyn
Burr
Independent
Non-executive
Director
42
David
Buttress
Chief
Executive
Officer
Paul
Harrison
Chief Financial
Officer
Dr John
Hughes CBE
Non-executive
Chairman
Annual Report & Accounts 2016 Paul Harrison
Chief Financial Officer
Appointed Chief Financial Officer and a Director on 26 September 2016,
Paul was most recently at WANdisco plc, the Silicon Valley based
London-listed software company where he was Chief Financial Officer
since 2013. Previously, Paul served as Group Finance Director of FTSE
100 international software company The Sage Group plc for 13 years,
having been Financial Controller for three years. Prior to that, Paul
held a number of senior positions at PricewaterhouseCoopers. Paul is
also Non-executive Director at recruitment consultancy firm Hays plc
and media company Ascential plc. Paul holds a BA (Hons) in Business
Studies from Manchester Metropolitan University and is a Fellow of
the Institute of Chartered Accountants in England and Wales (FCA).
Gwyn Burr A, R, N, I
Independent Non-executive Director
(Chairman of the Remuneration Committee)
Gwyn was appointed a Director in March 2014. Gwyn is also
Non-executive Director of Sainsbury’s Bank plc, Hammerson plc,
DFS Furniture Holdings plc, Metro AG and Ingleby Farms & Forests ApS.
From May 2005 to March 2013, Gwyn was Customer Director and a
member of the operating board for J Sainsbury plc, with responsibility
for brand, own brand customer service, corporate communications
and corporate and social responsibility and also, from 2010, human
resources. Gwyn holds a BSc in Economics and History from the
University of Bradford.
Frederic Coorevits S
Non-executive Director
Fred was appointed a Director in July 2009. Fred is an adviser for
SM Trust, for which he has been working for more than ten years.
He manages SM Trust’s portfolio of investments, which focuses on
the areas of eCommerce and cloud computing. Prior to this, Fred
worked as a Finance Director for i-spire plc and as a Senior Manager
for PricewaterhouseCoopers transaction services in London. Fred
holds a Masters in Business Administration and a Masters in
Organic Chemistry from Louvain (Belgium).
Roisin Donnelly N, I
Independent Non-executive Director
Appointed a Director on 17 October 2016 and appointed to the
Nomination Committee on 22 February 2017. Roisin has had a 30-year
career building market-leading brands with Procter & Gamble in the UK,
EMEA, US and global roles. Most recently, she was CMO for Northern
Europe leading six countries. Roisin is an experienced digital leader.
She has experience in acquisitions, divestitures and business turnaround.
She is a Non-executive Director of Bourne Leisure and a Council Member
of the Advertising Standards Authority. She has received awards including
Marketer of the Year and Advertising Age Woman to Watch. Roisin
graduated from the University of Glasgow MA (Hons) and is an
Honorary Fellow of the Marketing Society.
Andrew Griffith A, R, N, I
Senior Independent Non-executive Director
(Chairman of the Audit Committee)
Andrew was appointed a Director in March 2014. Andrew has served
as Chief Financial Officer of Sky plc since April 2008. In addition to this
role, he was appointed as Group Chief Operating Officer in March 2016
and is responsible for the Sky group’s overall future growth plans
as well as the group’s advertising businesses across Europe. Andrew
joined Sky in 1999 from Rothschild Group, the investment banking
organisation, where he provided financial and strategic advice to
corporate clients in the technology, media and telecommunications
sector. He is a Trustee of Riverside Studios in West London, a registered
charity. Andrew holds a degree in Law from The University of Nottingham
and is a qualified Chartered Accountant.
Diego Oliva A, R, N, I
Independent Non-executive Director
Diego was appointed a Director in September 2015. Diego has extensive
experience in global leadership roles in the technology sector, having
spent six years as Regional Director of EMEA at Facebook. He is currently
co-founder and Executive Chairman of Glue, a smart home company.
Diego also serves as Limited Partner and Adviser at Earlybird Venture
Capital, White Star Capital and Wamda Capital, VC funds. Diego holds
postgraduate degrees from Harvard Business School, Stockholm University
and IE Business School and received a Bachelor’s degree in Economics
from Tec de Monterrey.
A: Audit Committee
N: Nomination Committee
R: Remuneration Committee
I:
S: Nominee of a major shareholder
Independent Non-executive Director
Diego
Oliva
Independent
Non-executive
Director
Roisin
Donnelly
Independent
Non-executive
Director
Frederic
Coorevits
Non-executive
Director
43
www.justeatplc.comCorporate governance Report of the Board
“Our Board leads the Group at
the highest level. Our principal
aim is to ensure ongoing
generation of long-term value
for the Group’s shareholders
and other stakeholders.”
Dr John Hughes CBE, Hon DSc
Chairman
Board composition
Chairman
Total Board
members
8
Executive
Directors
Non-independent
Non-executive
Director
Independent
Non-executive
Director (female)
Independent
Non-executive
Director (male)
44
Our Board provides leadership to
the Group by setting and monitoring
the implementation of its strategy.
We ensure that the Group has appropriate people,
financial and other resources for this. With our
standing Committees, we oversee controls, risk
management and senior remuneration. We also lead
the cultural tone for the Group – the Group-wide
enthusiasm which has always been a key part of our
success. Our aim is to maximise value for shareholders
and other stakeholders over the long term.
This section of the Governance Report summarises
the role and activities of our Board and is followed
by specific reports from our Nomination, Audit and
Remuneration Committees.
Membership of the Board
The Board currently has eight members:
• myself, John Hughes, as Non-executive Chairman;
•
•
two Executive Directors, David Buttress
(Chief Executive Officer) and Paul Harrison
(Chief Financial Officer);
four Independent Non-executive Directors,
Gwyn Burr, Roisin Donnelly, Andrew Griffith
and Diego Oliva; and
• one Non-independent Non-executive Director,
Frederic Coorevits, who was nominated by a major
shareholder and has served since before the
Company’s IPO.
For the purposes of assessing compliance with
the Code, the Board considers that Gwyn Burr,
Roisin Donnelly, Andrew Griffith and Diego Oliva
are independent of management and free from any
business or other relationship that could materially
interfere with the exercise of their judgement.
The Board also considers that I, as Chairman
of the Company, was independent at the time
of my appointment.
We had until 1 March two additional Non-executive
Directors, Benjamin Holmes and Michael Risman, who
were nominated by significant shareholders and were
therefore not considered to be independent for the
purposes of the Code. Their stepping down from the
Board on 1 March 2016 resulted in full compliance
with this remaining provision of the Code.
>> Further details of our current Directors
are provided on pages 42 and 43
Annual Report & Accounts 2016 Key matters considered at each main meeting
of the Board during the year included:
February
– Ongoing development of the Group’s
April
2016
mobile functionality.
– Review of potential developments in the
market and how the Group was addressing
these where appropriate.
– Review and approval of 2015 annual results
including announcement and Annual Report.
– Approval and finalisation of the notice of AGM
including reappointment of Directors as
recommended by the Nomination Committee.
– Detailed presentation on people plans
in the Group.
– Review of the Group’s brand strategy.
– Review of M&A opportunities.
– Post-acquisition review of Menulog.
– Agreement of actions following on from
the Board evaluation.
– Presentation by the external facilitator
>> Board evaluation commented on page 58
of the Board’s evaluation.
June
– Review of M&A opportunities.
– Product innovation review.
– Consideration of the potential appointment
of Paul Harrison as CFO and delegation of
authority to finalise.
December (two meetings)
– Consideration and approval of the proposed
increase of the Group’s financing facilities.
– Review and approval of the acquisition
of SkipTheDishes.
– Review and approval of the proposed
acquisition of hungryhouse.
– Review and approval of the Group budget
for 2017.
– Review of our Menulog business.
– Review and approval of updates and
procedures in relation to the Modern
Slavery Act.
July
– Review of forecast for the second half of the year.
– Review and approval of half year results.
October
– Initial reviews of potential acquisitions
of hungryhouse and SkipTheDishes.
– Review of strategic technology investments.
– Detailed review of marketing led by the
Chief Marketing Officer.
– Approval to proceed with appointment
of Roisin Donnelly as an Independent
Non-executive Director.
At every main meeting, the Board also reviews:
– Report from the CEO.
– Report from the CFO.
– Minutes and actions from previous meetings.
– Confirmation of there being no Director conflicts.
– Investor relations update.
– Reports from the Board Committees.
45
www.justeatplc.comCorporate governance Report of the Board continued
Membership of the Board continued
The diversity of our Directors provides the Board with
a depth and range of experience of both the Group’s
business and of other international businesses,
including other publicly listed companies. This enables
high quality, diverse and relevant input into Board
discussions, enriching debates and allowing carefully
considered judgements to be reached, consensus
to be arrived at and decisions then taken.
We provide both support and constructive challenge to
management in the review of proposals. This is achieved
by the monitoring of performance and in the targeting
of achievement of the Group’s aims, over both the
shorter and longer terms.
All our Directors have a deep interest in ensuring the
Group achieves its long-term objectives. They all devote
sufficient time and attention to their Board duties and
responsibilities and take collective responsibility for
the Board’s performance. A proper balance of influence
is preserved without any one individual, or separate
groups of people, having unfettered decision-making
powers. All the Non-executive Directors bring valuable
business acumen to bear on the Board’s deliberations
and decision-making process. We believe there is an
excellent balance of skills and experience represented
on the Board enabling the effective and successful
management of the Company and its business.
The Board is confident that its membership is
appropriate for this stage in the Group’s development
and is continuing to pursue Board development
for the future.
Board and Committee meetings
The Board meets at regular intervals through the year
both at meetings scheduled as part of its annual
corporate calendar and other meetings as required
for specific matters. At these meetings, it reviews:
• business performance;
• operational matters of particular note for
the Board;
• strategic considerations;
• activities in the Group’s industry and any potential
acquisition opportunities;
• shareholder communications and feedback;
•
reports of proceedings of Board Committees; and
• progress against previously agreed actions.
In addition to our Executive Directors, members
of senior management are regularly invited to present
relevant matters to the Board. Executive Directors and
members of management may also attend and present
at Committee meetings where appropriate, at the
invitation of the respective Committee Chairman.
Role of the Board
Key activities of our Board include the following:
Agrees the Group’s strategic aims after considering
recommendations from the Executive Directors.
Aims to ensure that the Group has the necessary
financial strength and human resources in place
to pursue the agreed strategy.
This includes regular reviews of the financial performance and
requirements of the Group, presented by the CFO, along with
regular updates from the CEO. Periodically, it also includes
presentations from the Chief People Officer on plans for
the ongoing development of the management team in
the context of the growth of the Group.
The Group’s Chief People Officer also gives regular
presentations to the Remuneration Committee.
Reviews of Executive management is led by the
Nomination Committee with the CEO.
The Board reviews matters of strategic importance at each
of its main meetings. This is usually done in the context
of a presentation on a specific matter of strategic interest
by a member of senior management.
In the past year, this has included:
• consideration of the ongoing development of both
the consumer and restaurant experience;
• consideration of development of the Group’s
brand strategy; and
• review and approval of acquisitions and other new
business opportunities such as with the SkipTheDishes
and proposed hungryhouse acquisitions.
Non-executive Directors constructively challenge matters
when they feel appropriate as part of the Board as a whole
reaching an overall consensus in its decision-making process.
As a key part of its debates, the Board reviews and seeks to
identify risks at a strategic level.
46
Annual Report & Accounts 2016 Directors have the right to request that any concerns
they may have are recorded in the appropriate Board
or Committee minutes (although no such requests
were made in 2016). Minutes are circulated for
comment by all Directors before being formally
approved at the next relevant meeting.
Support to Directors
The Directors have unrestricted access to the Group’s
management and advisers. They also have the opportunity
to visit the Company’s operations. When new Directors
are appointed, they receive a comprehensive induction
facilitated by the Company Secretary. This induction
includes meetings with key members of management,
together with briefings on the Group’s business, its
industry and public company duties generally. Access
to ongoing training is also available to the Directors
as required.
All Directors also have access to the advice and
services of the Company Secretary, who acts as
Secretary to the Board and each of its Committees.
The Company Secretary reports to and advises
the Committees directly through their Chairmen on
compliance with Board and Committee procedures
and applicable laws and regulations on governance
matters. Directors are also able to take external advice
at the expense of the Company, should they feel this
is necessary.
>> An outline of
Roisin Donnelly’s
induction is on
page 59
New Director induction
Overview
The Chairman, supported by the Company Secretary,
is responsible for ensuring that new Directors have
a thorough and appropriate induction.
Each newly appointed Director has participated in
a structured induction programme and has received
a comprehensive suite of resources providing detailed
information on the Company.
Each induction has been based on the individual Director’s
requirements and included meetings with
relevant Directors, employees and external advisers to
ensure that each new Director understands the Company’s
governance structure.
Objective
To provide our new Directors with the resources they need
in order to be able to maximise their effectiveness in the
shortest time practicable.
Induction process
• Provision of resources
including papers and
minutes from previous
Board meetings and
key corporate
governance policies.
• Business briefings with
the Executive Directors
and the Chairman.
• Meetings with members
of the Executive team
and senior management.
• Meetings with external
advisers, as appropriate
to the role.
• Opportunity to visit
different Group sites and
attend Company events.
Reviews Group performance
against the agreed strategy
and considers any variations
that may become appropriate
to this strategy.
The Board reviews the operational
development of the Group and
its markets to ensure its strategy
remains appropriate. It considers
and decides upon any adjustments
that may improve this.
Sets the tone as well as
oversees implementation
of the Group’s values
and standards.
Where appropriate, works with
the operating management to
assist in the achievement of
the strategy.
Directors have open and constructive
relationships with members of senior
management who can draw on their
wide business experience outside as
well as within Board meetings.
The Board leads the Group in a way
that is intended to maximise business
integrity. This enables the Group’s
people and other stakeholders to
operate in a transparent and ethical
as well as entrepreneurial way. This
is an important part of ensuring the
long-term success of the Group.
It is supplemented by more detailed
reviews of specific areas by the
Board’s standing Committees.
47
www.justeatplc.comCorporate governance Report of the Board continued
Governance calendar for 2016
The overall calendar of meetings of the Board and its Committees for 2016 is shown below:
Full report
Jan
Feb Mar
Apr May
Jun
Jul
Aug
Sep
Oct Nov
Dec
Board (main meetings)
Board (conference calls)
Audit Committee
Nomination Committee
Remuneration Committee
AGM
p45
p45
p52
p57
p61
Specific calendars for the Board and its Committees are shown in their individual reports within this review.
Attendance at meetings
The attendance of current Board and Committee members at meetings and calls, as compared with the number
of meetings held, is shown below:
Board
Audit
Remuneration4
Nomination
Attendance
John Hughes
David Buttress
Paul Harrison2
Gwyn Burr
Frederic Coorevits
Roisin Donnelly3
Andrew Griffith
Diego Oliva
Mike Wroe5
Key:
1
1
1
1
100%
100%
100%
100%
100%
100%
94%
94%
100%
Board (seven meetings)
Remuneration Committee (four meetings)4
Board or Committee member not present
Audit Committee (three meetings)
Nomination Committee (four meetings)
Non-Committee member invited to attend some
or all of a meeting (although not any part of a
Remuneration Committee meeting at which their
own remuneration was decided)
1. Denotes Chairman status.
2. Appointed to the Board on 26 September 2016.
3. Appointed to the Board on 17 October 2016.
4. Directors do not attend meetings of the Remuneration Committee when the Committee is deciding matters in relation to their own Remuneration.
5. Mike Wroe attended all Board and Audit Committee meetings until he stepped down from the Board on 26 September 2016.
Where a Director is unable to attend a particular meeting, full documentation for the meeting is issued to
them, their views are sought in advance and briefings are provided subsequent to the meeting as appropriate.
All Directors on the Board at the time attended the AGM.
There was only one Board meeting held during the year before Benjamin Holmes and Michael Risman stepped
down from the Board on 1 March 2016. Benjamin Holmes attended part of this meeting whereas Michael Risman
did not.
48
Annual Report & Accounts 2016
Division of responsibilities
Whilst the Directors take collective responsibility for the management of the Group, the effective operation
of the Board benefits from a clarity of responsibilities. Key elements of this are set out below:
The Board
The Board has a formal schedule of matters specifically reserved for its or its Committees’ decision
which include:
• Group strategy, which is
reviewed by the Board and
management regularly during
the year;
• internal controls and risk
management, which are
reviewed regularly by the Audit
Committee;
• Board structure, composition
and succession planning, which
are handled in more detail by the
Nomination Committee;
• the Group’s business plan and
annual operating budget;
• major investments, acquisitions
and capital projects, in which
the Board monitors their
subsequent performance;
• accounting policies, which are
reviewed in detail by the Audit
Committee;
• shareholder communications,
such as announcements of
results, this Annual Report and
the accompanying notice of AGM
to shareholders;
• Executive remuneration policy
and the remuneration of the
Chairman, which are determined
by the Remuneration
Committee; and
• the remuneration of the
Non-executive Directors.
Subject to such reserved matters, and any other matters which the Board determines are appropriate for its
specific decision as they arise, authority for the operation of the Group is delegated to Executive and other
management within a system of defined authority limits. The matters reserved for the Board’s decision are
reviewed periodically and updated as considered appropriate.
Another important aspect of the division of responsibilities in any listed company is between the roles of the
Chairman and the CEO. In Just Eat, these roles are separate and distinct with a clear division of responsibilities
at the head of the Company established, agreed and set out in writing:
Chairman
Chief Executive Officer
Senior Independent Director
The Chairman is primarily
responsible for managing the
Board, facilitating the effective
contribution of all Directors, and
ensuring satisfactory dialogue
with shareholders and that all
Board members are aware of the
views of major shareholders.
The CEO, together with the CFO,
has been delegated appropriate
responsibilities and authorities for
the effective leadership of the
senior management team and for
the day-to-day running of the
business, for carrying out the
agreed strategy and for
implementing specific Board
decisions relating to the
Group’s operations.
Standing Board Committees
In addition, Andrew Griffith, the
Senior Independent Director,
is available to the other
Non-executive Directors and
shareholders, either individually
or collectively, should they wish
to discuss matters of concern in
an alternative forum.
In addition, certain matters have been delegated to three principal Board Committees within clearly
defined terms of reference. These remits, together with the composition of each Committee, are
reviewed periodically.
The current terms of reference for the Audit, Remuneration and Nomination Committees are available
on the Company’s website at www.justeatplc.com.
Audit Committee
Nomination Committee
Remuneration Committee
>> A summary of the role of the Audit
Committee is included on page 51
>> A summary of the role of the
Nomination Committee is included on
page 56
>> A summary of the key matters the
Remuneration Committee consider
is included on page 61
49
www.justeatplc.comCorporate governance Report of the Board continued
Directors’ tenure (as of 6 March 2017)
Appointment date
IPO April 2014
2015
2016
2017
Tenure
John Hughes
15/12/2011
David Buttress
09/07/2013
Paul Harrison
Gwyn Burr
26/09/2016
12/03/2014
Frederic Coorevits
10/07/2009
Roisin Donnelly
17/10/2016
Andrew Griffith
12/03/2014
Diego Oliva
24/09/2015
Chairman
Executive Director
Non-executive Director
3 years since IPO
3 years since pre-IPO
0–1 years
3 years (since pre-IPO)
3 years (since pre-IPO)
0–1 years
3 years (since pre-IPO)
2 years
Shareholder relations
The Board is committed to ensuring that we maintain
good communications with existing and potential
shareholders based on the mutual understanding
of the Company’s objectives. A comprehensive investor
relations programme underpins this commitment.
The Chairman, the Chief Executive Officer and
the Chief Financial Officer regularly engage with
institutional shareholders in order to develop an
understanding of their views, which is communicated
back to, and discussed with, the Board.
Presentations given to analysts and investors covering
the annual and interim results, along with all results
and other regulatory announcements as well as
further information for investors, are included on the
investor relations section of the Company’s website
at www.justeatplc.com. Additional shareholder
information is also set out inside the back cover.
Shareholders are able to contact the Company through
the Company Secretary or Head of Investor Relations
at the Company’s registered office, listed at the end
of this report.
Our Senior Independent Director, Andrew Griffith, serves
as an additional point of contact for shareholders should
they feel that any concerns are not being addressed
properly through the normal channels. He may be
contacted through the Company Secretary.
Disclosures in respect of the DTR requirements
under DTR 7.2.6 are given in the Directors’ Report
on pages 139 to 143 and are included in this section
of the report by reference.
Annual General Meeting
All shareholders are encouraged to attend, and have
the opportunity to ask questions at the Company’s
AGM and at any other times by contacting the
Company. As well as the Chairman, the CEO and
the CFO, the Chairmen of the Audit, Nomination
and Remuneration Committees will be available
at the AGM to answer questions relating to the
responsibilities of those Committees.
The Notice convening the 2017 AGM, to be held on
27 April 2017, will be issued along with this Annual
Report to the shareholders at least 20 working days in
advance of the meeting. This will provide shareholders
with the appropriate time, as set out in the Code, to
consider matters. Separate resolutions will be proposed
on each substantially separate matter. The results of
the proxy votes on each resolution will be collated
independently by the Company’s registrar and will
be published on the Company’s website after
the meeting.
Dr John Hughes CBE, Hon DSc
Chairman
6 March 2017
50
Annual Report & Accounts 2016 Report of the Audit Committee
“As the Audit Committee,
we assist the Board in its
oversight and monitoring of
financial reporting, internal
control and risk management.”
Andrew Griffith
Chairman, Audit Committee
Role and activities
We met three times as a Committee during the year.
The Chief Financial Officer and senior representatives
of the financial management team also attend meetings
as do representatives of the external auditor and the
internal auditor. The Committee also meets privately
with the external auditor at least once per year.
Key matters covered within the Committee’s remit
include review of:
•
•
•
•
•
the independence, objectivity and effectiveness
of the external auditor;
the remuneration and proposed reappointment
of the external auditor;
the plans for and outcome of the preparation and
review of the Group’s half year results and audit
of the full year accounts including presentations
from both management and the external auditor;
the integrity of the financial statements of the
Company and any formal announcements relating
to the Company’s financial performance;
the Group’s accounting policies, significant
judgements and estimates;
We review those areas under our
remit with management, internal
and external auditors, as appropriate.
This report summarises our membership
and activities during 2016.
•
the Group’s system of risk management;
• oversight of Group tax activities;
•
the Group’s material legal matters;
• key internal policies including data protection,
anti-bribery and related policies and
whistleblowing arrangements;
Membership
The Committee comprises three Independent
Non-executive Directors, Gwyn Burr, Diego Oliva
and myself (Andrew Griffith) as its Chairman. All our
members have relevant sector competence to fulfil
their roles. Through my external position as CFO
of a FTSE 100 Company, I have both current and
relevant financial experience.
>> Further
biographic details
are set out on
pages 42 to 43
•
the continued development of the Group’s internal
audit function, which reports directly to the
Committee, and establishing control and risk
management procedures;
•
the disclosures regarding risk, going concern
and the viability statement; and
• whether this Annual Report taken as a whole
provides a fair, balanced and understandable
assessment of the Group’s position and prospects
and whether it provides the necessary information to
assess the Group’s performance, business model and
strategy, the ultimate decision on which is taken
by the Board.
Prior to approval of the Annual Report, the Committee,
and all other Board members, receive a paper detailing
those steps taken by management to ensure
the report meets the fair, balanced and
understandable requirement.
51
www.justeatplc.comCorporate governance Report of the Audit Committee continued
Key matters considered at each main meeting of
the Audit Committee during the year included:
2016
February
– Analysis of 2015 full year results.
– Review of 2015 full year results by the
external auditor.
July
– Review of the Group’s Annual Report for
2015 and recommendation to the Board.
– Analysis of 2016 half year results.
– Review of half year results by the external
– Assessment of performance and effectiveness
auditor.
of 2015 audit against the audit plan.
November
– Review of 2016 half year results announcement
and recommendation to the Board.
– Discussion and examination of 2016 audit
– Consideration of hedging and taxation matters.
plan with the external auditor.
– Review and approval of 2017 internal audit plan.
– Assessment of risk management including
– Presentation and discussion on
information security.
– Interim update on the external audit including
independence of the external auditor.
– Plans for future external audit partner rotation.
in relation to Brexit.
At every main meeting, the Audit Committee also reviews:
– Report of the CFO.
– Report of internal audits.
– Report of the external auditor.
– Minutes and actions from previous meetings.
– Review of risk management and internal controls.
We also receive drafts of the Annual Report and financial
statements in sufficient time ahead of signing, to
enable us to challenge the narrative and disclosures
where required.
The Committee also met privately with the external
auditor prior to its recommendation to the Board on
approval of this Annual Report.
Significant issues
Prior to each meeting of the Audit Committee
at which they are to be considered, management
produces a paper providing details of any significant
accounting, tax, compliance and legal matters.
Members of management are also invited to attend
these meetings where further guidance is required.
The Group’s critical accounting judgements, are
included within Note 40 to the financial statements.
The risks the Audit Committee considers to be
significant for the 2016 Annual Report are disclosed
on the following page.
52
Annual Report & Accounts 2016 Significant issues the Committee has considered
How the issue was addressed
Business combinations
There were a number of changes to the
Group structure during the year, which
included several acquisitions. As detailed
in Note 31, the total cash consideration
paid during the year was £159.7 million,
which resulted in an increase in the
Group’s goodwill (£181.2 million) and
acquired intangible assets
(£26.3 million).
Potential impairment of goodwill
and intangible assets
At December 2016, the Group
had goodwill balances totalling
£725.2 million and other intangible
assets totalling £103.4 million.
Global tax environment
Just Eat aims to responsibly manage all
taxes and tax risks that arise across the
Group, in order to provide a competitive,
responsible and sustainable outcome
in the interests of all stakeholders.
Just Eat aims to pay the right amount
of tax, in the right place at the right
time by complying with all relevant
tax legislation in all Group entities.
However, given the geographical spread
of the Group’s operations and the varied,
increasingly complex nature of local
and global tax rules (e.g. OECD’s BEPS
Actions, EU Commission reforms, State
Aid investigations), there is a greater
uncertainty around the interpretation
of such tax law and we recognise
there is an increased risk and level of
uncertainty around judgements made
by management in the reporting of tax
in the ordinary course of business,
which may be subject to final decisions
taken by various tax authorities.
Valuations of the acquired intangible assets of La Nevera Roja, PizzaBo/
hellofood Italy and hellofood Mexico were performed by external valuation
experts. Management determined this was appropriate due to the size
and complexity of these acquisitions.
Due to the SkipTheDishes acquisition only completing in December 2016, the
valuation of the acquired intangible assets has been determined by management
on a provisional basis. External valuation experts will be engaged to provide
finalised values in 2017.
Valuation and accounting papers prepared by management and external
valuation experts were reviewed and considered appropriate by the Audit
Committee. To confirm that the valuations and accounting treatments
adopted are appropriate, this included consideration of the following:
• cash flows and discount rates used in the business valuations;
• models and key inputs used in the intangible assets valuations including
expected useful lives;
• fair value adjustments made by management to arrive at the fair values
of the assets and liabilities acquired; and
• the approach taken to identify acquired intangible assets.
Impairment reviews have been performed by management on the Group’s
cash-generating units (“CGUs”) to which goodwill and other intangible assets
have been allocated. The cash flow forecasts used were based on the budgets
approved by the Board together with assumed growth rates thereafter. The
key assumptions around future growth rates and discount rates used were
reviewed and considered by the Audit Committee. In addition, the Committee
reviewed management’s sensitivity analyses regarding these assumptions.
Please refer to Note 13 of the financial statements for further information.
The Committee reviewed the Group’s approach to taxation.
Management continually monitor the status of tax risks and relevant
legislative changes and update the Committee at the half and full year.
Taxation issues were discussed with senior management and a report
prepared by Group Tax outlining key tax risks and relevant legislative changes
was reviewed.
The tax positions and key judgements made within the Group were reviewed
and challenged by the Committee to ensure that the Group’s effective tax
rate, tax provisions and the recognition of deferred tax assets and liabilities
were appropriate.
The Committee considered the Group’s enhanced disclosures recognising
that the Financial Reporting Council has been undertaking a thematic review
in this area.
The Committee were satisfied with the Group’s approach to tax, the amounts
reported and that Group tax issues were being efficiently monitored and
dealt with appropriately. They note that changes in the global tax landscape
mean that the Group must continue to work on its ability to respond quickly
to the enhanced global reporting requirements over the next few years.
53
www.justeatplc.comCorporate governance Report of the Audit Committee continued
Internal controls and risk management environment
The Board is ultimately responsible for the operation of an effective system of internal control and risk
management appropriate to the business.
A review of the Group’s principal risks and how it manages them is presented on pages 20 to 23.
The Company has complied with the FRC’s Guidance on Risk Management, Internal Control and Related Financial
and Business Reporting, as applicable, throughout the period and up to the date on which these financial statements
were approved. Day-to-day operating and financial responsibility rests with senior management and performance
is closely monitored on a monthly basis.
Internal control environment
The following key elements comprise
the internal control environment which
has been designed to identify, evaluate
and manage, rather than eliminate, the
risks faced by the Group in seeking to
achieve its business objectives and
ensure accurate and timely reporting
of financial data for the Company and
the Group:
• an appropriate organisational structure with clear lines of responsibility;
• a comprehensive annual strategic and business planning process;
• systems of control procedures and delegated authorities which operate
within defined guidelines and approval limits for capital and operating
expenditure and other key business transactions and decisions;
• a robust financial control, budgeting and rolling forecast system, which
includes regular monitoring, variance analysis, key performance indicator
reviews and risk and opportunity assessments at Board level;
• procedures by which the Group’s consolidated financial statements are
prepared, which are monitored and maintained through the use of internal
control frameworks addressing key financial reporting risks arising from
changes in the business or accounting standards;
• an experienced and commercially focused legal function that supports the
Group’s operational and technical functions;
• established policies and procedures setting out expected standards of
integrity and ethical standards which reinforce the need for all employees
to adhere to all legal and regulatory requirements; and
• an experienced and qualified finance function which regularly assesses
the possible financial impact of the risks facing the Group.
Internal audit plan
The Committee agreed the internal audit plan to be
undertaken prior to the commencement of the year.
At each Committee meeting, the progress of the
internal audit plan has been reviewed to ensure
that it is in line with the Committee’s expectations.
The plan was approved to ensure that there was
appropriate coverage of the internal control environment,
strategic priorities and key risks identified by the Board.
During the year, the audit plan was amended so that
additional areas were added to the plan based on the
changes that gave rise to increased levels of risk.
These changes to the previously agreed audit plan
were approved by the Committee.
The Head of Internal Audit provides updates to the
Committee at each meeting summarising the internal
audit findings and the progress made against agreed
actions from previous audits. Detailed updates on specific
audits are provided at the request of the Committee.
How we manage risk
The Company has a robust risk management process that
follows a sequence of risk identification, assessment
of probability and impact, and assigns an owner to
manage mitigation activities. A register is kept of all
corporate risks and is monitored by senior management
and reported to the Audit Committee. Throughout the
period of review, the risk register and the methodology
applied is the subject of continuous review by senior
management and is updated to reflect new and
developing areas which might impact business strategy.
54
Annual Report & Accounts 2016 The Audit Committee actively reviews the risk register
and assesses the actions being taken by senior
management to monitor and mitigate the risks.
Those risks which are considered to be the principal
risks of the Group are presented on pages 20 to 23.
Review of effectiveness
The Audit Committee, on behalf of the Board, reviews
the effectiveness of the internal control systems and
the risk management processes on an ongoing basis.
This process was in place throughout the year and
post-year end to include the date of approval of the
Annual Report. At each meeting, the Audit Committee
receives a paper from management detailing any
whistleblowing activity, any fraud identified and any
other issue deemed to be significant. An internal audit
update is also presented, detailing the scope of work
performed and findings, along with implementation
of any previous recommendations. The Committee
has not identified, nor been advised of, any failings
or weaknesses that it has determined to be significant.
Independence and performance of the auditor
The Audit Committee has set a policy which is intended
to maintain the independence and integrity of the
Company’s auditor when acting as auditor of the
Group’s accounts. The policy governs the provision
of audit, audit-related assurance and non-audit
services provided by the auditor and, in summary,
requires approval by the Committee for all projects
with an expected cost in excess of £50,000.
During the year, the audit-related assurance services
provided by the auditor to the Group mainly comprised
the review of the half year results. Other services
performed by the auditor in 2016 related mainly
to tax compliance and advisory services.
The fees paid for the non-audit services during the
year represented 25 per cent of the fees paid for the
statutory audit and audit-related assurance services
together. Further details of these amounts are
included in Note 8 of the financial statements.
The Company complies with applicable rules in
relation to non-audit fees to the auditor.
The external auditor is not permitted to provide internal
auditor services to the Group. PwC has continued to
be the co-sponsor for our internal audit work.
Before any former employee of the external or internal
audit team may be employed by the Group, careful
consideration must be given as to whether the
independence of the auditor will be adversely affected,
and approval of the Audit Committee is required.
This particular circumstance has not arisen in the
past year. The auditor is required regularly to report
on and confirm its independence in its role.
Deloitte was appointed as the Group’s auditor in 2009
and the most recent partner rotation took place in 2013.
The Committee confirms compliance with the provisions
of the Statutory Audit Services for Large Companies
Market Investigation (Mandatory Use of Competitive
Tender Processes and Audit Committee Responsibilities)
Order 2014, as published by the UK Competition and
Markets Authority ("CMA"). The Group will put the
external audit out to tender to meet these requirements.
A tender is not currently proposed for the coming
financial year as it continues to be a period of significant
growth in which the Company benefits from continuity.
The Audit Committee will keep this under review, in
light of ongoing consultations by the CMA and the
Financial Reporting Council.
On behalf of the Audit Committee
Andrew Griffith
Chairman, Audit Committee
6 March 2017
Assessing the performance and effectiveness
of the external audit
The Audit Committee has assessed the performance
and effectiveness of the 2016 external audit process
in the past year.
Process
Primarily through dialogue with the senior members
of the finance and company secretarial teams.
Follow-up
A detailed follow-up was performed where additional
feedback was sought from senior managers around the
business (not limited to the finance team) through the
use of audit quality questionnaires.
Results and appointment
The initial results of the assessment were discussed with
the Group finance team, before being presented to the
Committee, to inform our recommendation to the Board
for the annual reappointment of the external auditor.
Objectivity and independence
The Committee believes that the Group’s procedures
as summarised above safeguard the objectivity and
independence of the auditor.
55
www.justeatplc.comCorporate governance Report of the Nomination Committee
Appointments
The appointment of our most recently recruited
Independent Non-executive Director, Roisin Donnelly,
and the appointment of our new Chief Financial Officer,
Paul Harrison, to replace Mike Wroe when he stepped
down from the Board, followed formal, rigorous and
transparent recruitment processes. They were undertaken
with the assistance of The Zygos Partnership and
Redgrave Partners, respectively, both leading external
recruitment firms. Neither of these firms have any
other connection with the Company. The process
followed is summarised below:
Selection process for the appointment
of new Board members
Selection of recruitment consultants
• Appropriate external executive search consultants
were selected suitable for the role.
• For the NED role this was The Zygos Partnership
and for the CFO role this was Redgrave Partners.
Candidate specification
• Specification for candidates determined and agreed
after assessing the skills and character profile sought
to fit with the current balance, membership and
dynamic of the Board.
Potential candidates
• Longlist of candidates meeting the specification
is identified from a specific search as well as the
search firm’s own database.
• This would include candidates from a variety
of backgrounds and be gender neutral.
Interviews and selection
• Shortlist of candidates is then selected by the
Nomination Committee and interviewed.
Recommendations and confirmation of appointment
• One or two candidates recommended to the Board
by the Nomination Committee.
• Candidates meet with other Directors on the Board
as appropriate prior to Board approval for the
appointment to be made.
“ The Nomination Committee
ensures that the balance of skills
and experience of the Board is
kept under review.”
Dr John Hughes CBE, Hon DSc
Chairman, Nomination Committee
We also assist the Board in
determining the succession
planning for the Board and
Senior management. This report
summarises our membership
and activities during 2016.
As in prior years, the Committee continued to seek
diversity, including with regard to gender, as part
of the overall selection of the best candidates
for appointment to the Board.
Membership
The Nomination Committee comprises four
Independent Non-executive Directors, Gwyn Burr,
Roisin Donnelly, Andrew Griffith and Diego Oliva
and myself, John Hughes, as Chairman.
Role and activities
We met four times as a Committee during the year,
which we considered sufficient to discharge our duties
efficiently as a Committee. The Committee is responsible
for evaluating the balance of skills, knowledge and
experience of the Directors. It also reviews the
composition and structure of the Board and makes
recommendations to the Board on retirements and
appointments of additional and replacement Directors,
including succession planning.
56
Annual Report & Accounts 2016 Key matters considered at each main meeting of
the Nomination Committee during the year included:
April
– Board succession planning.
– Update on recruitment of
Non-executive Director.
2016
June
– Review of proposed nomination of Paul Harrison
as CFO after Mike Wroe stepped down.
– Update on recruitment of
Non-executive Director.
October
– Agreement to recommend the appointment
of Roisin Donnelly as an Independent
Non-executive Director.
– Agreement to proceed with an internally
facilitated Board evaluation in the
coming year.
December
– Discussion of potential for appointment of an
additional Non-executive Director in the future.
– Following review of their performance,
recommendation to reappoint each Director
at next year’s AGM.
At every main meeting, the Nomination Committee also reviews:
– Minutes and actions from previous meetings.
This review of the performance of the Non-executive
Directors included an assessment of their:
• attendance at meetings; and
•
ability to devote sufficient time to the Company
outside meetings.
All the Directors being proposed for reappointment
attended all meetings they were scheduled to attend
unless unavoidably prevented from doing so. They
all devote ample time to their duties. The evaluation
also confirmed that the roles of the Non-executive
Directors in other companies in no way impede their
roles with the Company. Indeed, each demonstrates
great enthusiasm as well as commitment to their roles.
Diversity
One of the pivotal considerations on any appointment to
the Board relates to diversity. The Board’s policy is to
continue to seek diversity, including with regard to gender,
as part of the overall selection of the best candidates
for Non-executive Director roles. The appointment
of Paul Harrison was made within the Group’s policies
for the appointment of employees as will any future
appointments of Executive Directors.
Reappointment
In accordance with the provisions of the Code, each
Director retires at the AGM of the Company and, if
decided appropriate by the Board, may be proposed for
reappointment. In reaching its decision, the Board acts
on the advice of the Nomination Committee. Following
evaluation of their performance I, as Chairman, confirm
that the performance of each of the Non-executive
Directors being proposed for reappointment continues
to be effective and demonstrates commitment to their
duties. The Board considers that they each provide
distinct and valuable input to the overall operation
and function of the Board.
57
www.justeatplc.comCorporate governance Report of the Nomination Committee continued
Board evaluation
Performance reviews
As reported in last year’s annual report, during 2016 an externally facilitated evaluation of the effectiveness of the
Board and its three standing Committees was completed by Glowinkowski International (organisational leadership
performance consultancy), which does not have any other connection with the Company. The process undertaken
is summarised below along with the conclusions, actions taken and follow-up internally facilitated evaluation already
underway this year.
Comprehensive questionnaire
All Directors completed a detailed bespoke questionnaire, focused on the following areas:
• Strategy
• Decision making
• Performance
• Sustainability
• Communications
• Governance
• People
Full Board discussion
Steve Glowinkowski of Glowinkowski International met
with the Board in a review and discussion of the results
of the evaluation, both in terms of analysis of the
resulting metrics and the narrative answers.
Having considered these results, the Board agreed to
follow up with specific actions as part of the ongoing
development of its governance processes.
Conclusions and actions
Conclusions were within two main areas, summarised below with key actions taken:
Strategic
priorities
People
agenda
• Key matters of long-term strategic focus presented at most Board meetings.
• Board input sought and taken into account by management.
• Board and Remuneration Committee oversaw development of both senior management
and employees across the Group more generally.
• Senior team had Board-level exposure both within and outside meetings.
• New hires able to develop their roles in taking the Company forward.
This year the Board is undertaking an internally facilitated evaluation, following up on areas from last year and
of particular interest this year.
Governance meetings
In line with the Code, during the past year separate meetings took place amongst:
• the Non-executive Directors and the Chairman
without the Executive Directors present to assess
the performance of the Executive Directors
on an ongoing basis; and
• the Non-executive Directors only (although taking
account of the views of the Executive Directors) to
discuss the performance of the Chairman including
review of:
•
the time he dedicates to the Company’s business; and
•
his contributions, both at and outside formal meetings.
The Non-executive Directors concluded that the
Chairman is well able to, and indeed does, devote ample
time and attention to the Company’s affairs and that his
broad past and current experience provide considerable
benefit to his role in the Group. They also confirmed that
his external roles had no negative impact on the Company.
58
Annual Report & Accounts 2016 Succession planning
The Committee has already started discussions
regarding the ongoing evolution of the Board,
including consideration of the recruitment of an
additional Independent Non-executive Director.
The Committee also reviews matters in relation to
the senior management team, considering succession
planning and new appointments as they arise.
We have commenced the search for a new CEO
following David Buttress’ notification that he would
be stepping down from that role. David will continuing
on the Board as a Non-executive Director.
I will report to you again next year on the results of these
and other activities we plan to carry out during 2017.
Dr John Hughes CBE, Hon DSc
Chairman
6 March 2017
C
o
r
p
o
r
a
t
e
g
o
v
e
r
n
a
n
c
e
Board induction case study
“Overall I have had an excellent induction
which helps me to understand the
business and organisation.”
Roisin Donnelly
Non-executive Director
Meetings with
Attended company events
• The Executive team.
• The British Takeaway
• The UK Managing Director
and his team.
• Creative and media
agencies.
• Various advisers including
the brokers.
Awards and met restaurant
owners from around the
country.
• A technology morning
where the CEO and CPTO
presented to an audience
of analysts and media.
Specific activities to help
understand the business
from a restaurant owner and
Consumer point of view
• Spent an evening listening
to consumers calling into
the contact centre.
4
Future plans
• Meetings with various
Group managers as they
visit the UK.
• Sales visits to restaurants.
59
www.justeatplc.com
Report of the Remuneration Committee
For 2016, no long-term incentives were due to vest.
Our first post-IPO long-term incentives are scheduled
to vest (if the performance targets are achieved)
after the end of the 2017 financial year.
Remuneration policy for 2017
The principal actions for the Remuneration Committee
in relation to the application of our remuneration policy
for 2017 relate to the changes in our Board structure
which were announced on 10 February 2017.
Although the details of the remuneration arrangements
for David Buttress’ transition from our CEO to a
Non-executive Director’s role will be more fully disclosed
in our Remuneration Committee’s report for 2017, the
principles which are being applied are consistent with
our shareholder-approved remuneration policy:
• David will be entitled to salary and benefits
(including pension contributions) until the end
of his six-month notice period in August 2017;
• David will receive an annual bonus for 2016,
but will receive no annual bonus for 2017;
• David will not be granted a new PSP award in 2017.
He will retain his existing share plan awards, but
there will be no acceleration of vesting for these
awards. David’s PSP awards will remain subject to
their original performance conditions and any
vesting shares under PSP will be reduced on a time
pro-rated basis; and
• David’s fees for acting as a Non-executive Director
will be in line with the base fee level for other
Non-executive Directors.
For the period during which John Hughes will act as
our Executive Chairman, he will receive additional fees
which will reflect the extended responsibilities which
will be undertaken until a successor for David is
appointed. There will be no other changes to John’s
remuneration for this period.
Finally, whilst a Board matter, an increase in
Non-executive Directors’ fees was approved for
the 2017 financial year. The previous fee levels
had been effective from 1 January 2015. The
increases (which moved the base fee from £50,000
to £60,000 and also increased Committee Chair
and Senior Independent Director fees) were made
against a background of increased time commitments
as the Company has continued to grow and develop
in its complexity.
“This has been another strong year
for Just Eat, resulting in a strong
financial performance.”
Gwyn Burr
Chairman, Remuneration Committee
I am pleased to present our
Directors’ Remuneration Report for
the year ended 31 December 2016.
Company performance
Notwithstanding the news since our financial year
end that David Buttress will be stepping down as our
Chief Executive Officer, 2016 was a year of continued
strong growth for Just Eat:
•
revenues grew by 52 per cent to £375.7 million;
• Underlying EBITDA grew by 93 per cent to
£115.3 million; and
•
total shareholder return in the year was
18 per cent, out-performing the FTSE 250 index.
The 2016 Directors’ annual bonus plan was based
around strong financial performance reflecting
revenue growth and growth in profits, as well as
personal/strategic objectives.
The out-turn of the 2016 annual bonus is confirmed
at 94 per cent of the maximum level, representing
141 per cent of base salary for David Buttress. Also,
Paul Harrison received a pro-rated bonus for 2016
calculated on the same basis and representing
30 per cent of base salary. Details of the performance
targets for the annual bonus metrics are disclosed
on page 66.
60
Annual Report & Accounts 2016 Key matters considered at each main meeting of
the Remuneration Committee during the year included:
February
– Confirmation of Executive remuneration for the
June
coming year.
2016
– Review of feedback from the Company’s AGM
and AGM season more widely.
– Review of bonus targets and update on
performance against them.
– Review of potential exit/recruitment packages
in relation to the change in CFO.
October
– Review of market developments and practice.
– Update on gender pay review.
– Review of Committee terms of reference.
– Review and approval of 2015 bonus out-turn.
– Confirmation of Executive Director 2016 bonus
structure and targets.
– Review and delegation of authority to handle
long-term incentive grants.
– Review of Executive Team remuneration packages
and wider remuneration across the Group.
– Increase in Chairman’s fees.
– Consideration and approval of the Directors’
Remuneration Report.
– Review and approval of plans for Sharesave
offer during the year.
December
– Initial discussions on 2017 incentives.
– Review of performance to date of 2016 incentives.
– Review of results of work on gender pay review.
– Confirmation of planned second phase increase
in Chairman’s fees.
– Review of pay and conditions across the Group
and retention arrangements where appropriate.
At every main meeting, the Remuneration Committee also reviews:
– Minutes and actions from previous meetings.
Shareholder approval
At the AGM on 27 April 2017, shareholders will be
invited to approve the 2016 Directors’ Remuneration
Report as set out in the following pages.
For ease of reference, the Directors’ remuneration
policy approved at the 2015 AGM is also set out in
the Appendix to the Directors’ Remuneration Report
commencing on page 71. In line with the normal
requirement for Directors’ remuneration policies to be
renewed every three years, we will resubmit our
Directors’ remuneration policy for approval by our
shareholders at the Company’s 2018 AGM.
During 2017, the Committee will review the policy to
ensure that the policy to be proposed to shareholders
at the 2018 AGM remains appropriate for Just Eat,
particularly in the context of the changes to our Board
which are anticipated in this period.
I hope that we can continue to rely on the support
of our shareholders for the resolution on the 2016
Directors’ Remuneration Report which will be
proposed at the 2017 AGM.
On behalf of the Remuneration Committee and Board
Gwyn Burr
Chairman, Remuneration Committee
6 March 2017
61
www.justeatplc.comCorporate governance Annual report on remuneration
Introduction
We have presented this Directors’ Remuneration Report
to reflect the UK’s Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment)
Regulations 2013. The Directors’ Remuneration Report
also describes how the Board has complied with the
provisions set out in the UK Corporate Governance
Code relating to remuneration matters.
At our 2017 AGM we will be holding an advisory vote
on the Directors’ Remuneration Report.
The Group’s auditor has reported on certain parts
of the Directors’ Remuneration Report and stated
whether, in its opinion, those parts of the Directors’
Remuneration Report have been properly prepared
in accordance with the Companies Act 2006. Those
sections of the Directors’ Remuneration Report
which have been subject to audit are clearly indicated.
Directors’ remuneration policy
The Directors’ remuneration policy was approved
by the Company’s shareholders at the Company’s
AGM on 13 May 2015 and has been in effect for all
payments made to Directors from that date. Details
of the votes cast in relation to this resolution were
disclosed in the Company’s Directors’ Remuneration
Report for 2015 which is available as part of the
Just Eat Annual Report and Accounts 2015.
For information and ease of reference, the Directors’
remuneration policy is included in the Appendix to this
Directors’ Remuneration Report. The information in
the Appendix is not subject to the advisory vote on
the Directors’ Remuneration Report at the 2017 AGM.
The “Illustrations of application of remuneration policy”
under the Directors’ remuneration policy will be
updated when a new policy is presented to the
Company’s shareholders at the 2018 AGM.
Summary of implementation of Directors’ remuneration policy in 2017 (unaudited)
Element of
remuneration policy
Detail of implementation of policy for 2017
Base salary
Base salaries for Executive Directors in 2017 are as follows:
David Buttress – £465,000 (payable until the end of David’s notice period in August 2017)
Paul Harrison – £400,000
Benefits
Any proposed changes to the benefits offered to the Executive Directors in 2017 will be in line with
changes for all employees, specifically non-taxable insurance coverage for all employee groups.
Pension
No changes to the pension arrangements for Executive Directors are anticipated for 2017.
Pension contributions of 5 per cent of base salary are paid into the Group’s defined contribution
pension plan. If impacted by HMRC limits on contributions, amounts can be paid as a cash supplement
in lieu of pension contributions (reduced for the impact of employer’s NICs). David Buttress’ pension
contributions will be paid until the end of his notice period in August 2017.
Annual Bonus
Plan¹
The Annual Bonus Plan for 2017 will operate on a basis that is consistent with how the Annual Bonus Plan
operated in 2016.
The Annual Bonus Plan maximum potential level for 2017 is 120 per cent of base salary for Paul Harrison.
David Buttress will not participate in the Annual Bonus Plan for 2017.
The weightings between financial and personal/strategic performance measures for the Annual Bonus Plan
in 2017 are as follows:
30 per cent – Personal/strategic objectives
35 per cent – Revenue targets
35 per cent – Underlying EBITDA targets
The Committee selected these performance measures for the Annual Bonus Plan for 2017 as they represent
a balanced approach to recognising success against defined objectives.
Given the competitive nature of the Company’s sector, the specific performance targets for the 2017 Annual
Bonus Plan are considered to be commercially sensitive and accordingly are not disclosed. The Committee
currently intends to disclose the financial performance targets for the year ending 31 December 2017 on a
retrospective basis in the 2017 Directors’ Remuneration Report. Additionally, so far as commercial sensitivity
will allow, details of the personal and strategic objectives for 2017 will also be disclosed.
Annual Bonus Plan outcomes for 2017 will be paid in cash following the determination of achievement
against performance measures and targets, consistent with how the Directors’ remuneration policy has
operated to date.
1. All incentive plans are subject to clawback provisions as more fully explained in the Directors’ remuneration policy on page 75. The clawback provisions would also
allow the Company to withhold payment of any sums unpaid (malus).
62
Annual Report & Accounts 2016 Element of
remuneration policy
Long-term
incentives
provided under
the Just Eat
Performance
Share Plan
(”PSP”)1
Detail of implementation of policy for 2017
PSP award levels for Executive Directors for 2017 are to be as follows:
David Buttress will not receive a new award under the PSP in 2017.
Paul Harrison – 160 per cent of base salary.
A holding period applies so that any PSP awards for which the performance vesting requirements
are satisfied will not be released for a further two years from the third anniversary of the original
award date. Dividend accrual for PSP awards will continue until the end of the holding period.
The performance measures for PSP awards to be made in 2017 will be based on EPS growth
(50 per cent of award) and relative total shareholder return (“TSR”) (50 per cent of award).
The relative TSR measure is calculated against the constituents of the FTSE 250 (excluding
investment trusts), with vesting commencing at median (20 per cent of this part of the award)
and with full vesting at upper quintile levels.
The EPS growth measure will require adjusted fully diluted EPS for the financial year ending
31 December 2019 of 18.5 pence (20 per cent vesting of this part of the award) and with full
vesting at 23.9 pence.
All-employee
share plans
Executive Directors have the opportunity to participate in the Company’s HMRC tax-advantaged
share plans on the same basis as all other UK employees.
Shareholding
guidelines
Guideline levels are 400 per cent of base salary level for all Executive Directors.
Executive Directors are expected to retain 50 per cent of the shares vesting under all share
plans, after any disposals for the payment of applicable taxes, until they have achieved the
required level of shareholding.
Chairman’s and
Non-executive
Directors’ fees
As detailed in the 2015 Directors’ Remuneration Report, the Chairman’s fee has been increased
to £220,000 per annum for 2017 (2016: £180,000). This represents the second element of the
increase of the Chairman’s fees to £220,000, which was phased over two years from the fee level
which applied at the time of the Company’s IPO.
Andrew Griffith
Gwyn Burr
Diego Oliva
Roisin Donnelly
Base
fee
£
60,000
60,000
60,000
60,000
Committee
Chair
fee
£
12,500
10,500
—
—
Senior
Independent
Director
fee
£
10,000
—
—
—
Total
£
82,500
70,500
60,000
60,000
The fee levels shown above are effective for 2017 and replace fee levels which had previously
applied since 1 January 2015 (base fee: £50,000; Committee Chair fee: £7,500; and Senior
Independent Director fee: £5,000).
When David Buttress joins the Board as a Non-executive Director, his annual fee will be paid at
a rate of £60,000 per annum, consistent with the base fee for other Non-executive Directors.
When the Chairman takes on the role of Executive Chairman in 2017, he will be paid additional fees
for this period to take account of his extended responsibilities. The annual rate for such additional
fees has been set at £245,000 so that, when combined with the Chairman’s normal fees (£220,000
per annum), the combined normal and additional fees paid to the Chairman are calculated by
reference to an annual rate of £465,000, being the current annual rate of the CEO’s base salary.
The Chairman will receive no other additional elements of remuneration for taking on the role of
Executive Chairman.
63
www.justeatplc.comCorporate governance Annual report on remuneration continued
Single total figure table (audited)
The remuneration for the Executive and Non-executive Directors of the Company who performed qualifying
services during the year is detailed below. No payments have been made to past Directors other than as disclosed
in relation to Mike Wroe.
For the year ended 31 December 2016:
John Hughes
David Buttress
Mike Wroe1
Paul Harrison2,10
Andrew Griffith
Gwyn Burr
Diego Oliva
Roisin Donnelly3
Salary
and fees
£
Taxable
benefits 4,5
£
Bonus
scheme 6
£
180,000
465,000
240,000
107,692
62,500
57,500
50,000
10,448
26,685
127,881
52,118
485
—
986
—
—
—
657,743
270,720
121,184
—
—
—
—
Long-term
incentives 7
£
—
—
—
—
—
—
—
—
Pension 8
£
Other 9
£
Total
£
—
23,250
10,779
5,385
—
—
—
—
— 206,685
— 1,273,874
573,617
—
489,662
254,916
62,500
—
58,486
—
50,000
—
10,448
—
1. Ceased to be CFO with effect from 26 September 2016 but remained with the Company throughout 2016. Amounts shown for salary, benefits and pensions are to
end of September 2016. Additionally, normal salary (£80,000), benefits (£2,396) and pension (£3,515) amounts were paid from 1 October 2016 to 31 December 2016
in accordance with contractual notice. The bonus amount shown is apportioned to the end of September 2016. For the period 1 October 2016 to 31 December 2016,
the accrued bonus element was £90,240.
2. CFO with effect from 26 September 2016.
3. Non-executive Director appointed with effect from 17 October 2016.
4. During the year, no payments were made to Non-executive Directors for expenses other than those incurred wholly and directly in the course of their appointments.
The benefits disclosed in the table above for Non-executive Directors relate to the reimbursement of travel expenses in attending Board meetings at the Company’s
London office. The gross value has been disclosed.
5. Further details of Executive Director taxable benefits are provided in the taxable benefits sections on the following page. The benefits amount shown for Paul Harrison
includes taxable expenses related to his relocation to the UK.
6. The bonus numbers above represent the outcomes for the Executive Directors under the Annual Bonus Plan as more fully detailed on page 66.
7. The long-term incentives column shows a nil value for 2016 as no long-term incentive awards vested by reference to performance in the 2016 financial year.
8. The pension numbers represent employer contributions to the defined contribution pension plan and/or cash amounts paid in lieu of employer contributions.
9. The other column includes the amounts paid to Paul Harrison in relation to his recruitment as more fully detailed on the following page.
10. Paul Harrison is a Non-executive Director of Hays plc and Ascential plc. Since his appointment as CFO, Paul received fees of £36,296 in aggregate fees in relation
to these roles.
For the year ended 31 December 2015:
John Hughes
David Buttress
Mike Wroe
Andrew Griffith
Gwyn Burr
Henri Moissinac
Diego Oliva
Salary
and fees
£
100,000
420,000
300,000
62,500
57,500
29,167
13,462
Taxable
benefits
£
27,515
112,947
54,885
—
872
—
—
Bonus
scheme
£
Long-term
incentives 1
£
— 1,275,651
627,896 3,839,207
1,615,335
345,600
—
—
—
—
—
—
—
—
Pension
£
—
21,000
15,000
—
—
—
—
Other 2
£
Total
£
— 1,403,166
4,500 5,025,550
4,500 2,335,320
62,500
58,372
29,167
13,462
—
—
—
—
1. The long-term incentive column includes interests granted under the 2014 JSOP tranche 3 which were granted prior to the Company’s IPO. These interests have
performance conditions attached to vesting, as detailed within the JSOP section on page 67. These interests have been included in the single total figure table in the
year for which the performance condition is measured (FY 2015). As required by the Directors’ Remuneration Report Regulations, this has been revalued for 2016 to be
based on the share price during 2016 when they commenced vesting, which was 493.7 pence for David Buttress (1 January 2016) and 438.3 pence for John Hughes
and Mike Wroe (1 July 2016), less the hurdle price. The comparative share price used in the 2015 Directors’ Remuneration Report was 440.5 pence (average share price
in last quarter of 2015).
2. The Other column details the potential gain on the Sharesave options the Executive Directors have elected to participate in, calculated at the discount at which the
awards have been granted (20 per cent discount to market value).
The three non-independent Non-executive Directors (Frederic Coorevits, Benjamin Holmes and Michael Risman)
who served during 2015 and 2016 (part of 2016 only for Benjamin Holmes and Michael Risman), received no
remuneration during these years.
64
Annual Report & Accounts 2016 Taxable benefits (audited)
Until the Joint Ownership Awards are sold, the Company
makes annual payments to participants, the net amount
of which will reimburse the participants for the annual
income tax charge that arises on such proportion of
the outstanding beneficial loan amount as is attributable
to the remaining jointly owned shares. The annual
payment made to the Chairman and Executive Directors
and the taxable benefit arising on the outstanding loan
amount are included within the taxable benefits column
in the single total figure table. The taxable benefit arising
on the outstanding loan amounts is detailed below:
John Hughes
David Buttress
Mike Wroe (to September 2016)
Taxable benefit arising
on the JSOP loans
2016
£
12,514
21,931
9,592
2015
£
13,546
42,084
21,110
In 2016, the related annual payments in respect of
the income tax for the JSOP loans were as follows:
John Hughes £10,765; David Buttress £20,025 and
Mike Wroe £8,339 (to September 2016).
Further detail on the Joint Ownership Awards is
provided on pages 67 and 68.
David Buttress and Mike Wroe are reimbursed for
commuting costs plus the related tax liabilities and
David Buttress receives a car allowance of £7,900
per annum.
The Executive Directors are non-contributory
members of the Company’s private health scheme,
which provides cover for them and their immediate
family, currently defined as their spouse/partner and
dependant children aged under 21.
Although not a taxable benefit, the Executive Directors
participate in the Company’s life assurance scheme
which pays their dependants a sum equal to four
times salary if they die during their term of
employment by the Company.
Summary of Mike Wroe’s departure terms (audited)
Mike Wroe had served as a Director of the Board from
2013 and as the Company’s CFO from 2008. As was
disclosed at the time when Mike Wroe’s departure was
announced, Mike remained with the business for all of
2016 to ensure a successful and smooth handover.
Mike Wroe’s departure terms are in accordance with
the terms of his service agreement and the Company’s
remuneration policy. Mike Wroe’s notice period is
12 months starting from 1 July 2016. Mike Wroe will
remain under contract until 1 July 2017, and will
continue to receive salary, benefits and pension
contributions until the end of his notice period.
Mike Wroe is entitled to receive an annual bonus for
2016 (having remained with the business for that
period), but not for 2017.
The Board and Remuneration Committee have
determined that from the end of his notice period,
Mike Wroe will be treated as a good leaver under the
Company’s share plans. As a result Mike Wroe will
retain the awards previously granted in 2015 and 2016
under the Company’s PSP. These PSP awards will vest
at the originally specified vesting dates, three years
after they were awarded, and will remain subject to
the original pre-vesting performance conditions and
will additionally be time pro-rated. The Committee has
elected to release the additional two-year holding
period for these awards from their respective vesting
dates in 2018 and 2019.
Mike Wroe’s JSOP awards that were granted before
the Company’s IPO will continue to vest on the terms
originally specified for these awards. As the performance
vesting conditions for these awards have already been
achieved in full (as disclosed in the 2015 Directors’
Remuneration Report), and the JSOP rules for good
leavers prescribe that the time vesting requirements
will be over 90 per cent fulfilled by the time of the
expiry of Mike Wroe’s notice period on 1 July 2017, the
Remuneration Committee has, pursuant to the JSOP
rules for good leavers, determined that these awards
will vest in full at the expiry of Mike’s notice period
on 1 July 2017.
Summary of Paul Harrison’s recruitment terms (audited)
Paul Harrison commenced work as our new CFO on
26 September 2016.
Paul Harrison was recruited on a base salary of £400,000
per annum. The other terms of Paul Harrison’s ongoing
package are detailed in the “Summary of implementation
of Directors’ remuneration policy in 2017” table
on pages 62 and 63. The maximum annual bonus
opportunity, annual PSP award and levels of provision
of pension and other benefits are consistent with the
participation levels which applied for Mike Wroe in 2016.
Paul Harrison is also obliged to build a shareholding in
the Company in accordance with the shareholding
guidelines applicable for Executive Directors.
In 2016, Paul Harrison received his first annual PSP
award. Also, Paul Harrison participated in the Annual
Bonus Plan on a pro-rated basis for the part of 2016
in which he worked for the business.
Additional items agreed to be paid in cash to
Paul Harrison in connection with his recruitment
were as follows:
• amounts in respect of relocation costs, which include
12 months’ rented accommodation, disturbance
allowance, flights, shipping, legal and tax assistance
and three months’ hire car costs. This total may vary
depending on actual cost for some of these items
but is expected to be in the region of £130,000,
some of which may be paid in financial year 2017; and
• £140,800 in order to buy out equity awards with
Paul’s former employer (WANdisco plc), which
were forfeited on Paul’s taking up his position
with Just Eat.
65
www.justeatplc.comCorporate governance Annual report on remuneration continued
Short-term incentives (audited)
Annual Bonus Plan
For 2016 bonuses were payable based on certain personal/strategic and financial performance targets which had
been agreed at the start of the year.
Weighting as
% of bonus
David Buttress
% achieved
in 2016
Total bonus
earned
£
Mike Wroe
% achieved
in 2016
Total bonus
earned
£
Paul Harrison 1
% achieved
in 2016
Total bonus
earned
£
30%
24%
169,493
24%
92,160
25%
31,890
Personal/strategic measures
Financial measures:
Revenue targets
Underlying EBITDA targets
Total bonus achieved
100%
94%
657,743
94%
360,960
35%
35%
35%
35%
244,125
244,125
35%
35%
134,400
134,400
35%
35%
95%
44,647
44,647
121,184
1.
In 2016 Paul Harrison was included in the Annual Bonus Plan on a pro-rata basis for the part of the year in which he worked for Just Eat.
Against the specific financial measures (each weighted with 35 per cent of total annual bonus potential),
out-turns were as follows:
Performance measure
Threshold performance
level for the
2016 annual bonus
(25% of each element)
On-target performance
level for the
2016 annual bonus
(50% of each element)
Maximum performance
level for
2016 annual bonus
(100% of each element)
Performance level
attained for
2016 annual bonus
% of the maximum
potential achieved
Revenue targets
Underlying EBITDA targets
£317.0m
£85.9m
£333.7m
£95.4m
£350.4m
£104.9m
£375.7m
£115.3m
100%
100%
These financial measures are Group KPIs as detailed on page 19.
In calculating the outcomes against financial measures, the Remuneration Committee has, consistent with how it
applied the Directors’ remuneration policy for 2015’s annual bonus, used its judgement to exclude the impacts of
acquisitions and disposals in the year. The adjustments removed both the positive and negative impacts of these
actions so as to ensure the integrity of measuring performance against the initially set targets, within which
these actions were not envisaged. Likewise, the targets and related outcomes were calculated on a constant
currency basis, which for 2016 excluded the positive impact of exchange rates.
With regard to the personal/strategic measures (30 per cent of total opportunity), the strategic measures (10 per cent
of total bonus opportunity) related to customer based metrics and were as follows:
Metric
Active users
Number of restaurants
2016
target
2016
attainment
Weighting of
total bonus
opportunity
(% of max)
18.0m
66,900
17.6m
68,500
5.0%
5.0%
Level of
2016 bonus
achieved
0.0%
5.0%
For the personal measures (20 per cent of total bonus opportunity), specific measures were set towards the beginning
of the financial year. An assessment against the specified measures was carried out following the year end, and
appropriate reports provided to the Remuneration Committee for review. For David Buttress, the personal measures
included the following (where objectives are not disclosed, this is on the basis that they are regarded as commercially
sensitive by the Board and it is not envisaged that such objectives will be disclosed in the future).
• Product – deliver market-leading products, including personalisation of the customer experience
• Product – increase restaurant owner engagement through market-leading order tracking systems
• People – attract and develop world class talent
• Performance – deliver all 2016 budgets, profits and growth expectations
Mike Wroe’s personal objectives related to similar aspects of strategy as the personal objectives of David Buttress,
although they were set with relevance for CFO responsibilities (for example, the integration of risk awareness within
the Group’s culture).
Following the review of performance against the specified objectives, the Remuneration Committee determined that
the amounts shown in the table above in respect of personal measures were appropriately payable.
66
Annual Report & Accounts 2016 Long-term incentives (audited)
Awards granted under long-term incentive plans with performance conditions attached are included in the single
total figure table within the long-term incentive column for the year for which performance conditions are measured.
No value is included in the 2016 single total figure as no long-term incentives vested by reference to 2016’s performance.
Joint Share Ownership Plan (“JSOP”)
Joint Ownership Awards have been made under the JSOP consisting of a joint interest in the shares subject to
certain terms and conditions. The Ordinary Shares subject to Joint Ownership Awards are already in issue and
are held by an Employee Benefit Trust (“EBT”).
Under the terms, the participant’s interest in the jointly owned shares entitles the participant to share in the
proceeds of sale of the jointly owned shares up to the aggregate of the participant’s subscription amount and
the value in excess of a set hurdle. Each participant was required to pay a subscription amount for the jointly
owned shares equal to the market value of the participant’s interest as determined by HMRC. In accordance with
the terms of the JSOP, such amount was left outstanding as a liability to the Company.
As a preparatory step to admission in April 2014, the Company called for all outstanding subscription amounts on the
jointly owned shares to be paid up in full. In order to facilitate this, the Company has made a loan to the Chairman,
Executive Directors and other participants, the amount of which was equal to their outstanding subscription.
The loans become due for repayment at the latest by the date on which the jointly owned shares are disposed
of and termination of continued employment. When the shares vest, if the value of the participant’s interest is
less than the outstanding beneficial loan amount, the balance remaining on the loan once the participant’s
interest has been deducted is no longer payable. As detailed in the taxable benefits section on page 65, the
Company makes annual payments to reimburse participants for the income tax charge that arises on the
outstanding loan amount each year.
The Joint Ownership Awards vest over time, with 25 per cent on the specified date established on grant and then
equally on a quarterly or monthly basis until becoming fully vested on the fourth anniversary of the vest start
date. Once vested, the participant can require the shares subject to the Joint Ownership Award to be sold and
the net amount they receive will equal the proportion of the sale proceeds that exceeds the hurdle amount for
their shareholding.
The 2014 JSOP tranches have the following vesting conditions:
Scheme
Vesting period
Vesting performance conditions1
2014 JSOP tranche 1
25% one year after the vesting
start date and then equally on a
monthly basis for the remaining
three years
None
2014 JSOP tranche 2
As above
2014 JSOP tranche 3
As above
Underlying EBITDA must be greater
than £13.5 million for the year ended
31 December 2014
Underlying EBITDA must be greater
than £15.5 million for the year ended
31 December 2015
Amount vesting
if minimum
performance
achieved
100%
100%
100%
1. Underlying EBITDA is the main measure of profitability used by management to assess the performance of the Group’s businesses. It is defined as earnings before finance
income and costs; taxation; depreciation and amortisation (“EBITDA”) and additionally excludes the Group’s share of depreciation and amortisation of associates;
long-term employee incentive costs; exceptional items; foreign exchange gains and losses; and other gains and losses (being profits or losses arising on the disposal
and deemed disposal of operations, and gains and losses on financial assets held at fair value). At a segmental level, Underlying EBITDA also excludes intra-group
franchise fee arrangements but incorporates an allocation of Group technology and central costs (both of which net out on a consolidated level).
Dividends payable on the jointly owned shares are split between the participant and the EBT, in proportion to the
value of their respective interests at such time. There are currently no dividends accrued.
67
www.justeatplc.comCorporate governance Annual report on remuneration continued
Long-term incentives (audited) continued
Joint Share Ownership Plan (“JSOP”) continued
The following table summarises the shares over which the Chairman and Executive Directors had an interest under
the JSOP and those interests that have vested and been sold during the year:
Number granted
Number vested
Number sold2
Scheme
Hurdle price
pence
Prior to
2016
During
2016
Prior to
2016
During
2016
Prior to
2016
During
2016
Number of
shares over
which interest
is held at
31 December
2016 1
John Hughes
JSOP 2011
JSOP 2013
2014 JSOP tranche 1
2014 JSOP tranche 2
2014 JSOP tranche 3
David Buttress
2014 JSOP tranche 1
2014 JSOP tranche 2
2014 JSOP tranche 3
Mike Wroe
JSOP 2011
2014 JSOP tranche 1
2014 JSOP tranche 2
2014 JSOP tranche 3
12.0 1,620,000
540,000
34.0
352,350
57.7
352,350
66.3
352,350
76.3
57.7
66.3
76.3
12.0
57.7
66.3
76.3
1,839,375
919,674
919,701
720,900
892,350
446,175
446,175
— 1,518,750
—
337,500
—
212,878
—
124,790
—
—
101,250
135,000
88,087
88,088
124,790
862,097
—
154,153
—
—
525,000
232,903
— 540,000
198,197
—
352,350
—
352,350
—
— 1,341,210
—
440,677
—
459,844
229,918
— 440,690
708,929
747,242
498,156
—
— 268,246
383,204
421,518
651,455
—
—
—
—
720,900
539,128
158,020
—
223,087
111,544
— 158,020
180,225
390,403
540,675
204,497
— 185,906
—
—
—
297,450
260,269
446,175
1. Total of unvested and vested interests (excluding those sold).
2. The number of interests sold during the year for John Hughes’ JSOP 2011 includes 25,000 shares transferred out of the JSOP.
JSOP interests were sold by the Chairman and Executive Directors on 4 March 2016 at an average price
of 393.1 pence per share, 21 June 2016 at an average price of 442.3 pence per share and 16 December 2016
at average price of 571.9 pence per share, resulting in a total gain on sale of £10,665,551.
Performance Share Plan (“PSP”)
Details of the PSP awards held by Executive Directors are detailed in the table below:
As at
1 January
2016
Awards
granted
Number
Awards
vested
Number
Awards
exercised
Number
Awards
lapsed
Number
As at
31 December
2016
Face value
of awards
granted
in 2016
Earliest
exercise date
of awards
granted
in 2016
Latest
exercise date
of awards
granted
in 2016
David Buttress 95,545
54,597
Mike Wroe
—
Paul Harrison
235,097
129,430
111,537
—
—
—
—
—
—
— 330,642
— 184,027
111,537
—
£929,997 08/03/2021 07/03/2026
£511,999 08/03/2021 07/03/2026
£640,000 22/12/2021 21/12/2026
The 2016 award levels (200 per cent of salary for David Buttress; 160 per cent of salary for Mike Wroe
and Paul Harrison respectively) are in line with prior disclosures regarding the application of the Directors’
remuneration policy in 2016. The face values for the PSP awards made in 2016 have been calculated using
the grant price in accordance with the plan rules. For the awards granted on 8 March 2016, the grant share
price was 395.58 pence, which is the average share price over five days immediately preceding the grant date.
For the awards made on 22 December 2016 the grant share price was 573.8 pence, which is the average
share price over five days immediately preceding the grant date.
Details of the performance measures for the PSP awards can be found on the following page.
The minimum share price in 2016 was 329.1 pence and the maximum share price in 2016 was 599.5 pence.
The closing share price on 31 December 2016 was 583.5 pence.
68
Annual Report & Accounts 2016 The performance measures and targets for the PSP awards made in 2015 and 2016 were based on adjusted EPS
and relative TSR performance as summarised below:
Performance measure
Adjusted EPS growth
20% of this part vests at threshold
performance rising on a pro-rata basis
until 100% vests.
Measured over three financial years
commencing with the year of award.
TSR
20% of this part vests at threshold
performance rising on a pro-rata basis
until 100% vests.
Measured over three financial years
commencing with the year of award.
Detail
2015 award
(50% growth in adjusted EPS and 50% TSR)
2016 award
(50% growth in adjusted EPS and 50% TSR)
Target range between 8.5 pence
and 10.5 pence for FY 2017.
Target range between 11.0 pence
and 13.8 pence for FY 2018.
Target range between median
performance against the constituents
of the FTSE 250 (excluding investment
trusts) rising on a pro-rata basis until full
vesting for upper quintile performance.
Target range as for 2015.
The EPS condition applies to the EPS achieved in the final year only of the three-financial-year performance period,
based on the reported fully diluted EPS (subject to such adjustments as the Committee considers appropriate).
The TSR condition compares the TSR over the three months prior to the start of the financial year in which the grant
is made with the three months prior to the end of the third financial year. The comparator group is the constituents
of the FTSE 250 (excluding investment trusts) as at the start of the relevant performance period.
The Committee selected these performance conditions as they provide a suitable balance between absolute
growth (through EPS) and relative outperformance (through TSR).
Sharesave scheme
As at
1 January
2016
5,521
5,521
Awards
granted
Number
—
—
Exercise
price
Pence
326.0
326.0
David Buttress
Mike Wroe
Awards
vested
Number
Awards
exercised
Number
Awards
lapsed
Number
As at
31 December
2016
Earliest
exercise date
Latest
exercise date
—
—
—
—
—
—
5,521
5,521
01/11/2018 30/04/2019
01/11/2018 30/04/2019
Statement of Directors’ shareholding and share interests (audited)
The table below details the total number of Directors’ interests in shares for the Chairman and each Executive
Director at 31 December 2016. There are no shareholdings or share interests held by the Non-executive Directors.
With performance conditions
John Hughes
David Buttress
Mike Wroe
Paul Harrison
Number of shares over which interest is held (“JSOP”)
Unvested
367,032
728,090
464,766
—
Vested
but unsold
337,668
344,883
241,678
—
Total JSOP
PSP
Total interest
in shares
704,700
1,072,973
706,444
—
— 704,700
1,403,615
890,471
111,537
330,642
184,027
111,537
69
www.justeatplc.comCorporate governance
Annual report on remuneration continued
Statement of Directors’ shareholding and share interests (audited) continued
Without performance conditions
John Hughes
David Buttress
Mike Wroe
Paul Harrison
Number of shares over which
interest is held (JSOP)
Unvested
118,885
38,321
130,135
—
Vested
but unsold
852,215
344,883
167,315
—
Total JSOP
Sharesave
Shares
held
Total interest
in shares
971,100
383,204
297,450
—
— 190,000
500,000
350,000
—
5,521
5,521
—
1,161,100
888,725
652,971
—
The shareholdings and awards set out above include those held by the Chairman and the Executive Directors
and their respective connected persons. There have been no changes to Directors’ interests in shares since
31 December 2016.
Under shareholding guidelines implemented by the Remuneration Committee, Executive Directors are required to
build and then maintain a shareholding (excluding shares held conditionally under any incentive arrangements but
including the number of shares to the value of any vested and exercisable interest under the Company’s Joint
Share Ownership Plan) equivalent to at least 400 per cent of base salary. At the 2016 year end, David Buttress
complied with this requirement but Paul Harrison (having commenced work on 26 September 2016) did not.
In accordance with the Company’s shareholding guidelines, Paul Harrison will be expected to retain 50 per cent
of the shares vesting under all share plans, after any disposals for the payment of applicable taxes, until attaining
the required level of shareholding.
Performance graph and CEO remuneration table (unaudited)
The following graph shows the TSR performance of an investment of £100 in Just Eat plc shares from its listing
in April 2014 to the end of the 2016 financial year compared with a £100 investment in the FTSE 250 Index
(excluding investment trusts) over the same period. The FTSE 250 Index (excluding investment trusts) was chosen
as a comparator because it represents a broad equity market index of which the Company is a constituent.
Total shareholder return index
Just Eat
FTSE 250 excluding trusts
£250
£225
£200
£175
£150
£125
£100
£75
£50
04/2014
08/2014
12/2014
04/2015
08/2015
12/2015
04/2016
08/2016
12/2016
The table below details the CEO remuneration over the same period as presented in the TSR graph:
2016
2015
2014
70
Single total
figure of
remuneration
£
1,273,874
5,025,550
3,857,963
Annual bonus
pay-out
against
maximum
%
94%
100%
100%
Long-term
incentive
vesting rates
against
maximum
opportunity
%
N/A
100%
100%
25%
Annual Report & Accounts 2016
Appendix to the Directors’ remuneration report
No long-term incentives vested during the year.
As the Company listed in April 2014, part of the 2014
remuneration relates to when Just Eat was a privately
owned group.
Percentage change in remuneration of the
Director undertaking the role of CEO (unaudited)
The table below presents the year-on-year percentage
change in remuneration received by the Chief Executive
Officer, compared with the change in remuneration
received by all UK employees. All UK employees was
chosen as a suitable comparator group as this includes
the UK call centre employees and excludes senior
management and international employees who are
on different pay structures.
Percentage increase
in remuneration between
2015 and 2016
CEO
11%
5%
13%
All UK
employees
10%
24%
215%
Salary
Short-term incentives
All taxable benefits
The rise in salary for the Chief Executive Officer in
2016 was in line with the application of the Directors’
remuneration policy as disclosed in the 2015
Directors’ Remuneration Report.
Relative importance of spend on pay (unaudited)
The table below details the change in total employee
pay between 2015 and 2016 as detailed in Note 7
of the financial statements. In line with our strategic
plans, earnings have been retained for growth and
development of the business and therefore no dividends
have been paid since the one paid in April 2014
prior to the IPO as part of a capital restructuring.
Underlying EBITDA and revenues have been used as
a comparative measure as these KPIs are used by the
Directors to measure performance. These measures
have been calculated in line with those in the audited
financial statements.
Total gross
employee pay
Revenues
Underlying EBITDA
% change
31%
52%
93%
2016
£m
88.4
375.7
115.3
2015
£m
67.5
247.6
59.7
Consideration by the Directors of matters relating to
Directors’ remuneration (unaudited)
The following Non-executive Directors were members
of the Remuneration Committee during the year:
• Gwyn Burr, Chair;
• Andrew Griffith; and
• Diego Oliva.
FIT Remuneration Consultants LLP (“FIT”) were selected
by the Committee in 2014 as its remuneration advisers,
after a tender and presentation process involving four
leading firms. FIT exclusively advise the Committee
and do not provide any other advice to the Group, nor
do they advise management. This has, the Committee
believes, ensured their objectivity and independence.
FIT are members of the Remuneration Consultants
Group and comply with its voluntary code of conduct
in relation to executive remuneration consulting in the
UK. FIT’s professional fees for 2016 were £69,766 plus
VAT and were charged on the basis of the firm’s
standard terms of business for advice provided.
The Remuneration Committee also consulted with the
Chief Executive Officer, the Chief People Officer and
the Company Secretary who attended, by invitation,
various Remuneration Committee meetings during
the year, although no executive is permitted to
participate in discussions or decisions regarding
his or her own remuneration. Input is also sought
from the Chief Financial Officer as appropriate.
Statement of voting at general meeting (unaudited)
On 27 April 2016, the shareholders approved the
2015 Directors’ Remuneration Report as detailed
in the table below:
Votes for
(% of votes cast)
Votes against
(% of votes cast)
Votes
withheld
2015 Directors’
Remuneration
Report
491,467,455
(95.15%)
25,032,992
(4.85%)
2,823,188
The 2016 Directors’ Remuneration Report will be put to
an advisory vote at the Company’s AGM on 27 April 2017.
Link of KPIs to Executive Director remuneration
(unaudited)
The remuneration of Executive Directors is aligned
closely with our KPIs though the Company’s Annual
Bonus Plan.
For 2016, the Annual Bonus Plan was aligned with two
Group financial KPIs, revenues and Underlying EBITDA,
and two of the Group’s strategic, customer-focused
KPIs, active users and number of restaurants.
The Executive Directors are also aligned to long-term
performance through the PSP, which requires both
good financial performance (measured using adjusted
EPS) and good investment performance relative to
other companies (measured using relative TSR) over a
period of three financial years.
Details of the Group’s KPIs are provided in the
Strategic report on page 19.
71
www.justeatplc.comCorporate governance Appendix to the Directors’ remuneration report continued
For information only: Directors’ remuneration policy
The Directors’ remuneration policy as set out below was approved by the Company’s shareholders at the
Company’s 2015 AGM held on 13 May 2015.
The policy has been developed mindful of the new Corporate Governance Code and is felt to be appropriate to
support the long-term success of the Company while ensuring that it does not promote inappropriate risk taking.
Executive
Directors
Element and
purpose
Policy and
operation
Base salary
Benefits1, 2
Pension
Annual Bonus Plan
This is the core element
of pay and reflects the
individual’s role and
position within the
Group with some
adjustment to reflect
their capability and
contribution.
Base salaries will be
reviewed each year by
the Committee.
The Committee does not
strictly follow data but
uses the median
position as a reference
point in considering, in
its judgement, the
appropriate level of
salary, having regard to
other relevant factors
including corporate and
individual performance
and any changes in an
individual’s role and
responsibilities.
Base salary is paid
monthly in cash.
To provide benefits
valued by recipients.
To provide retirement
benefits.
Executive Directors
can receive pension
contributions to
personal pension
arrangements or the
equivalent amount can
be paid as a cash
supplement in lieu of
pension contributions
(reduced for the impact
of employer’s NICs).
The Executive Directors
are reimbursed for their
commuting costs and
associated tax liabilities
(up to a value of
£12,000). Additionally,
they receive a car
allowance or company
car (in the case of the
CEO), private medical
cover and insurance
benefits. The Committee
reserves discretion to
introduce new benefits
where it concludes that
it is appropriate to do
so, having regard to
the particular
circumstances and
to market practice.
Where appropriate, the
Company will meet
certain costs relating
to Executive Director
relocations and (if
necessary) expatriate
benefits.
To motivate Executives
and incentivise delivery of
performance over a one-year
operating cycle, focusing on the
short/medium-term elements of
our strategic aims.
Annual Bonus Plan levels and the
appropriateness of measures are
reviewed annually at the
commencement of each financial
year to ensure they continue to
support our strategy.
Once set, performance measures
and targets will generally remain
unchanged for the year, except to
reflect events such as corporate
acquisitions or other major
transactions where the
Committee considers it to be
necessary in its opinion to make
appropriate adjustments.
Annual Bonus Plan outcomes are
paid in cash following the
determination of achievement
against performance measures
and targets.
The Committee will keep under
review whether it is appropriate
for bonuses to be partly deferred
into shares. Where such
arrangements are operated,
individuals would be able to
receive a dividend equivalent in
cash or shares equal to the value
of dividends which would have
accrued during the vesting
period.
Clawback provisions apply to the
Annual Bonus Plan as explained
in more detail on page 75.
1. Travel and hospitality
While the Committee does not consider it to form part of benefits in the normal usage of that term, it has been advised that corporate hospitality (whether paid for
by the Company or another) and business travel for Executive Directors, Non-executive Directors and the Chairman (and exceptionally their families) may technically
come within the applicable rules and so the Committee expressly reserves the right for the Committee to authorise such activities within its agreed policies.
2. Deemed benefits from JSOP participation
Payments to any Director in respect of the deemed cost of interest on loans relating to participation in the JSOP and, if relevant, the writing off of any such loans are
benefits within the scope of the Directors’ remuneration policy. The value of any such amounts is in addition to the maximum amounts stated in the table above for
benefits for Executive Directors and for Chairman and Non-executive Directors’ fees.
72
Annual Report & Accounts 2016 Executive
Directors
Maximum
Base salary
Benefits1, 2
Pension
Annual Bonus Plan
The maximum level of Annual Bonus
Plan outcomes is 150% of base salary
per annum for the CEO and 120% for
any other Executive Director for the
duration of this policy.
The maximum
employer’s
contribution is
limited to up to
10% of base salary,
although it is
not currently
anticipated that this
will increase above
the current 5% level
for the three-year
life of this policy.
The Executive Directors’
salaries will not be
increased so as to exceed
the median for the
equivalent roles in
companies listed on the
London Stock Exchange
with a market capitalisation
ranking which places them
within 30 above and 30
below that of the Company
at or around the time when
the Committee obtains such
benchmark data. In practice,
the Company envisages, for
the three-year life of this
policy, further discounting
the data by 20% to reflect
the Company’s high market
capitalisation to revenue
ratio but reserves the right
not to apply such discount
should it consider that to be
necessary to retain or recruit
appropriate Executives.
Once a suitable market level
is achieved, further increases
would not normally be more
than the average awarded
to staff generally.
It is not possible to
prescribe the likely
change in the cost
of insured benefits
or the cost of some
of the other
reported benefits
year to year, but the
provision of benefits
will operate within
an annual limit of
£100,000 (plus a
further 100% of
base salary in the
case of relocations
and expatriate
benefits).
The Committee will
monitor the costs of
benefits in practice
and will ensure that
the overall costs
do not increase by
more than the
Committee
considers
appropriate in all
the circumstances.
Performance
measures
N/A
N/A
N/A
The performance measures applied
may be financial or non-financial and
corporate, divisional or individual and
in such proportions as the Committee
considers appropriate.
Attaining the threshold level of
performance for any measure will not
produce a pay-out of more than 25%
of the maximum portion of overall
annual bonus attributable to that
measure, with a sliding scale to full
pay-out for maximum performance.
However, the Annual Bonus Plan
remains a discretionary arrangement
and the Committee retains a standard
power to apply its judgement to adjust
the outcome of the Annual Bonus
Plan for any performance measure
(from zero to any cap) should it
consider that to be appropriate.
73
www.justeatplc.comCorporate governance Appendix to the Directors’ remuneration report continued
For information only: Directors’ remuneration policy continued
Executive
Directors
Long-term incentives
Share ownership
guidelines
All-employee
share plans
Element and
purpose
To motivate and incentivise delivery of sustained performance
over the long term, and to promote alignment with shareholders’
interests, the Group intends to operate the Performance Share
Plan (“PSP”). The Company also has the ability to grant market
value options under an Employee Share Option Scheme
(“ESOS”), although it is not currently intended that Executive
Directors will receive awards under the ESOS.
To further align the
interests of Executive
Directors with those
of shareholders.
Policy and
operation
Awards under the PSP may be granted as nil-cost options,
conditional awards and forfeitable shares which vest to the
extent performance conditions are satisfied over a period of at
least three years.
Under the PSP plan rules, vested awards may also be settled in cash.
The PSP rules allow that the number of shares subject to vested
PSP awards may be increased to reflect the value of dividends
that would have been paid in respect of any ex-dividend dates
falling between the grant of awards and the expiry of any
vesting and holding period for awards.
Vested awards will be subject to a two-year holding period
during which time awards may not be exercised or released but
are no longer contingent on future employment.
Clawback provisions apply to PSP awards and are explained in
more detail on the following page.
The Company will honour the vesting of all awards granted
under previous policies in accordance with the terms of such
awards; in particular, outstanding JSOP awards (and related
loans) will continue on their terms.
Executive Directors
are expected to
retain 50% of the
Ordinary Shares
vesting under all
share plans, after
any disposals for
the payment of
applicable taxes,
until they have
achieved the
required level of
shareholding
(currently 400%
of salary).
Maximum
The PSP allows for awards over shares with a maximum value as
at the date of award of 200% of base salary per financial year,
which may be increased to 300% in exceptional circumstances.
400% of base salary
for all Executive
Directors.
The ESOS allows for market value options over shares with a
maximum value as at the date of award of 300% of base salary
per financial year, which may be increased to 400% in
exceptional circumstances.
The Committee expressly reserves discretion to make such
awards as it considers appropriate within these limits (although,
as stated above, it is not currently intended that Executive
Directors will receive awards under the ESOS).
The Committee
reserves the power
to amend (but not
reduce) these levels
in future years.
Performance
measures
The Committee may set such performance conditions on PSP
awards as it considers appropriate (whether financial or
non-financial and whether corporate, divisional or individual).
N/A
Once set, performance measures and targets will generally
remain unaltered unless events occur which, in the Committee’s
opinion, make it appropriate to alter the performance conditions
in such manner as the Committee thinks fit.
Performance periods may be over such periods as the Committee
selects at grant, which will not normally be less than (but may
be longer than) three years.
No more than 20% of awards vest for attaining the threshold
level of performance conditions.
To encourage share
ownership by
employees, thereby
allowing them to
share in the long-
term success of the
Group and align their
interests with those
of the shareholders.
The Company-
operated Sharesave
Scheme and Share
Incentive Plan are
all-employee share
plans established
under HMRC
tax-advantaged
regimes and follow
the usual form for
such plans.
Executive Directors
are able to participate
in all-employee share
plans on the same
terms as other Group
employees.
The maximum
participation levels
for all-employee
share plans will be
the limits for such
plans set by HMRC
from time to time.
Consistent with
normal practice, such
awards are not
subject to
performance
conditions.
74
Annual Report & Accounts 2016 Chairman and
Non-executive Directors
Chairman and Non-executive Director fees1, 2
Element
and purpose
To enable the Company to recruit and retain a Chairman and Non-executive Directors of the highest
calibre, at the appropriate cost.
Policy and
operation
The fees paid to the Chairman and to Non-executive Directors aim to be competitive with other fully
listed companies of equivalent size and complexity.
The fees payable to the Non-executive Directors are determined by the Board.
The fees payable to the Chairman are determined by the Remuneration Committee.
All fees will be subject to periodic review. For Non-executive Directors the fee structures may involve
separate fees for chairing or for membership of Board Committees.
Non-executive Directors will not participate in any new cash or share incentive arrangements
from admission.
No benefits are envisaged for the Non-executive Directors (including the Chairman) but the Company
reserves the right to provide benefits (including travel and office support) within the prescribed limits.
Fees are paid monthly in cash.
Maximum
The aggregate fees (and any benefits) of the Chairman and Non-executive Directors will not exceed the
limit from time to time prescribed within the Company’s Articles of Association for such fees (currently
£2 million per annum in aggregate).
Any increases actually made will be appropriately disclosed.
Performance
measures
N/A
1,2. See Notes on page 72.
Clawback
Clawback (being the ability of the Company to claim
repayment of paid amounts as a debt within two years
of payment) provisions apply to the Annual Bonus Plan
and PSP in certain circumstances (e.g. misstatement
of accounts, miscalculation of vesting/payouts and an
act/omission that justifies summary dismissal for
misconduct (which has no time limit)).
Stating maximum amounts for the remuneration policy
The Directors’ Remuneration Report regulations and
related investor guidance encourage companies to
disclose a cap within which each element of the
Directors’ remuneration policy will operate. Where
maximum amounts for elements of remuneration have
been set within the Directors’ remuneration policy,
these will operate simply as caps and are not
indicative of any aspiration.
Differences between the policy on remuneration
for Directors and the policy on remuneration
for other employees
While the appropriate benchmarks vary by role, the
Company seeks to apply the philosophy behind this
policy across the Company as a whole. Where Just
Eat’s pay policy for Directors differs from its pay
policies for groups of employees, this reflects the
appropriate market rate position for the relevant roles.
The Company takes into account pay levels, bonus
opportunity and share awards applied across the
Group as a whole when setting the Executive
Directors’ remuneration policy.
Variations in share capital
The LTIP and ESOS contain standard provisions that
allow for the adjustment of awards to take account
of variations in share capital, demergers, special
dividends, etc.
Service contracts
Executive Directors
The Committee’s policy is that each Executive
Director’s service agreement should be of indefinite
duration, subject to termination by the Company
on 12 months’ notice or six months’ notice by the
individual. The service agreements of all Executive
Directors comply with that policy.
The service agreements reserve the right for the
Company to make a payment in lieu of notice to an
Executive Director for the amount of 1.2 and 1.1 times
(for the CEO and CFO respectively) of base salary
for the notice period if notice is served on or after
1 January 2015.
The small premium to base salary reflects the Company’s
estimate of fixed benefits costs. Such sums may be paid
in instalments and would cease or be reduced if the
individual finds an alternative role. Contracts do not
contain change of control provisions but do contain
provisions allowing for summary termination.
The Committee reserves flexibility, for an appropriate
candidate in exceptional circumstances only, to introduce
a longer initial notice period (of up to two years)
reducing over time.
75
www.justeatplc.comCorporate governance Appendix to the Directors’ remuneration report continued
The Annual Bonus Plan and long-term incentives will
operate (including the maximum award levels) as detailed
in the general policy in relation to any newly appointed
Executive Director. Any recruitment-related long-term
incentive awards which are not buy-outs will be
subject to the limits as stated in the general policy
(e.g. 300 per cent in the PSP). Details of any recruitment-
related awards will be appropriately disclosed.
For an internal appointment, any variable pay element
awarded in respect of the prior role may either continue
on its original terms or be adjusted to reflect the new
appointment as appropriate.
For external and internal appointments, the Committee
may agree that the Company will meet certain
relocation expenses as it considers appropriate.
For external candidates, it may be necessary to make
additional awards in connection with the recruitment
to buy out awards forfeited by the individual on leaving
a previous employer. For the avoidance of doubt,
buy-out awards are not subject to a formal cap.
For any buy-outs the Company will not pay more than
is, in the view of the Committee, necessary and will in
all cases seek, in the first instance, to deliver any such
awards under the terms of the existing Annual Bonus
Plan and long-term incentives. It may, however, be
necessary in some cases to make buy-out awards on
terms that are more bespoke than the existing Annual
Bonus Plan and long-term incentives.
All buy-outs, whether under the Annual Bonus Plan,
long-term incentives or otherwise, will take account of
the service obligations and performance requirements
for any remuneration relinquished by the individual
when leaving a previous employer. The Committee
will seek to make buy-outs subject to what are, in
its opinion, comparable requirements in respect of
service and performance.
However, the Committee may choose to relax this
requirement in certain cases (such as where the service
and/or performance requirements are materially
completed, or where such factors are, in the view of
the Committee, reflected in some other way, such as
a significant discount to the face value of the awards
forfeited) and where the Committee considers it to be
in the interests of shareholders.
A new Non-executive Director would be recruited
on the terms explained above in respect of the main
policy for such Directors.
Service contracts continued
Executive Directors continued
The date of each Executive Director’s contract is:
David Buttress
Paul Harrison
Contract date
8 April 2014
21 June 2016
The service agreements of the Executive Directors are
available for inspection at the Company’s registered
office during normal business hours and at the Company’s
AGM, including during the 15 minutes preceding this.
Chairman and Non-executive Directors
Each Non-executive Director and the Chairman is
engaged for an initial period of two years, subject to
annual renewal at the AGM. For Non-executive Directors,
other than the Chairman, these engagements can be
terminated by either party on three months’ notice.
The Non-executive Directors cannot participate in
new awards under the Company’s incentive plans from
admission, are not entitled to any pension benefits and
are not entitled to any payment in compensation for
early termination of their appointment beyond the
three months’ notice referred to above.
For the Chairman and each Non-executive Director the
effective date of their latest letter of appointment is:
Name
Date of appointment
John Hughes CBE
Frederic Coorevits
Andrew Griffith
Gwyn Burr
15 December 2011
10 July 2009
12 March 2014
12 March 2014
Diego Oliva
24 September 2015
Roisin Donnelly
17 October 2016
Term
2 years
2 years
2 years
2 years
2 years
2 years
The letters of appointment of the Non-executive
Directors are available for inspection at the Company’s
registered office during normal business hours and
at the Company’s AGM, including during the 15 minutes
preceding this.
Recruitment remuneration policy
The Company’s recruitment remuneration policy aims to
give the Committee sufficient flexibility to secure the
appointment and promotion of high calibre Executives
to strengthen the management team and secure the
skillsets to deliver the Group’s strategic aims.
In terms of the principles for setting a package for a new
Executive Director, the starting point for the Committee
will be to apply the general policy for Executive Directors
as set out on the previous pages and structure a
package in accordance with that policy. Consistent
with the Directors’ Remuneration Report Regulations,
the caps contained within the policy for fixed pay do
not apply to new recruits, although the Committee
would not envisage exceeding these caps in practice.
76
Annual Report & Accounts 2016 Termination policy summary
It is appropriate for the Committee to consider treatment on a termination having regard for all of the relevant facts
and circumstances available at that time. This policy applies both to any negotiations linked to notice periods on
a termination (see “Service contracts” on pages 75 and 76) and any treatments that the Committee may choose
to apply under the discretions available to it under the terms of the Annual Bonus Plan and PSP plans. The
potential treatment on termination under these plans is summarised in the table below.
Incentives
Annual
Bonus
Plan
PSP
If a leaver is deemed to be a “good leaver”,
e.g. leaving through death or otherwise
at the discretion of the Committee
If a leaver is deemed to be a
“bad leaver”, e.g. leaving for disciplinary
reasons or to join a competitor
Other exceptional cases,
e.g. change in control
The Committee has the discretion to
determine the annual bonus which
will typically be limited to the period
actually worked.
Receive a pro-rated award subject to the
application of the performance conditions
at the end of the normal performance period.
The Committee retains standard discretions
to either vary time pro-rating or to accelerate
vesting (and release any holding period) to
the earlier date of cessation (determining
the performance conditions at that time).
No awards made.
The Committee has the discretion
to determine the annual bonus.
All awards will normally lapse.
Receive a pro-rated award
subject to the application of the
performance conditions at the
date of the event, subject to
standard Committee discretions
to vary time pro-rating.
Statement of consideration of employment
conditions elsewhere in the Group
Pay and employment conditions generally in the Group
are taken into account when setting Executive
Directors’ remuneration.
The Committee receives regular updates on overall pay
and conditions in the Group, including (but not limited
to) changes in base pay and any staff bonus pools in
operation. There is also oversight of the all-employee
share schemes which Executive Directors and all other
Group employees can participate in on the same terms
and conditions.
Reflecting standard practice, the Company did not
consult with employees in preparing this
Remuneration Report.
Under the JSOP, “good leavers” will retain the rights to
any vested portions of their awards for a period and
“bad leavers” will have their awards repurchased at cost.
SIP and the Sharesave Scheme provide treatments for
leavers in line with HMRC rules for such plans.
The Company has the power to enter into settlement
agreements with Directors and to pay compensation
to settle potential legal claims. In addition, and consistent
with market practice, in the event of the termination
of an Executive Director, the Company may pay a
contribution towards that individual’s legal fees and
fees for outplacement services as part of a negotiated
settlement. Any such fees will be disclosed as part of
the detail of termination arrangements. For the
avoidance of doubt, the policy does not include an
explicit cap on the cost of termination payments.
External appointments
The Company’s policy is to permit an Executive Director
to serve as a Non-executive Director elsewhere when
this does not conflict with the individual’s duties to
the Company and, where an Executive Director takes
such a role, they will be entitled to retain any fees
which they earn from that appointment.
77
www.justeatplc.comCorporate governance Independent auditor’s report
to the members of Just Eat plc
Opinion on financial statements of Just Eat plc
In our opinion:
• the financial statements give
a true and fair view of the
state of the Group’s and of the
Parent Company’s affairs as at
31 December 2016 and of the
Group’s profit for the year
then ended;
• the Group financial statements
have been properly prepared in
accordance with International
Financial Reporting Standards
(IFRSs) as adopted by the
European Union;
• the Parent Company financial
statements have been properly
prepared in accordance with IFRSs
as adopted by the European Union
and as applied in accordance with
the provisions of the Companies
Act 2006; and
Summary of our audit approach
Key risks
The key risks that we identified
in the current year were:
• Business combinations:
• acquisitions of La Nevera Roja
in Spain, PizzaBo/hellofood in
Italy, hellofood in Mexico and
Brazil, and SkipTheDishes
in Canada;
• the related Notes 1 to 45, including
the accounting policies.
The financial reporting framework
that has been applied in their
preparation is applicable law and
IFRSs as adopted by the European
Union and, as regards the Parent
Company financial statements, as
applied in accordance with the
provisions of the Companies
Act 2006.
• the financial statements have been
prepared in accordance with the
requirements of the Companies Act
2006 and, as regards the Group
financial statements, Article 4 of
the IAS Regulation.
The financial statements that we
have audited comprise:
• the Consolidated
Income Statement;
• the Consolidated Statement of
Other Comprehensive Income;
• the Consolidated and Company
Balance Sheets;
• the Consolidated and Company
Statements of Changes in Equity;
• the Consolidated and Company
Cash Flow Statements; and
• the disposal of the Benelux
business; and
• the announcement of the
planned acquisition of
hungryhouse, which is pending
CMA approval.
• Impairment of goodwill and
intangible assets, specifically
in respect of Australia &
New Zealand and Mexico; and
• Central provisions held for
uncertain international
corporate tax positions.
Within this report, any new risks
are identified with
Any risks
which are the same as the prior
year are identified with
.
Materiality
We determined materiality for the Group to be £4.0 million, based on 5 per cent of pre-tax profit of £91.3 million and capped
to the materiality calculated at the planning stage of our audit.
Scoping
The most significant component of
the Group is the UK operation, which
accounts for 63 per cent of revenue,
112 per cent of profit before tax and
-2 per cent of net assets. The Group
audit team performs the audit of the
UK business without the involvement
of a separate component team.
Full scope audits were performed
for the Danish, French and Australian
& New Zealand operations for the
year ended 31 December 2016 by
component teams.
£375.7 million of the Group’s revenue,
£816.8 million out of £825.7 million
of the Group’s net assets and
£88.3 million out of £91.3 million
of the Group’s profit before tax.
These locations represent the
principal business units and account
for £313.9 million out of the
Significant changes in our approach
This year, we have included a risk in
respect of uncertain tax provisions,
due to the increase in the Group’s
global footprint and hence the
increased complexity of potential
uncertain tax positions.
This year, materiality is based on
5 per cent of pre-tax profit. In the
prior year, materiality was based
on 5 per cent of pre-tax profit
adjusted for certain acquisition
related amounts.
78
Annual Report & Accounts 2016 Going concern and the Directors’ assessment of the principal risks that would threaten the solvency or liquidity of the Group
We confirm that we have nothing
material to add or draw attention
to in respect of these matters.
We agreed with the Directors’
adoption of the going concern basis
of accounting and we did not identify
any such material uncertainties.
However, because not all future
events or conditions can be
predicted, this statement is not a
guarantee as to the Group’s ability
to continue as a going concern.
As required by the Listing Rules we
have reviewed the Directors’ statement
regarding the appropriateness of the
going concern basis of accounting
contained within Note 2 to the
financial statements and the
Directors’ statement on the longer-
term viability of the Group contained
within the Strategic Report on
page 21.
We are required to state whether
we have anything material to add
or draw attention to in relation to:
• the Directors’ confirmation on
page 20 that they have carried
out a robust assessment of the
principal risks facing the Group,
including those that would threaten
its business model, future
performance, solvency or liquidity;
• the disclosures on pages 22 to 23
that describe those risks and
explain how they are being
managed or mitigated;
• the Directors’ statement in Note 2
to the financial statements about
whether they considered it
appropriate to adopt the going
concern basis of accounting in
preparing them and their
identification of any material
uncertainties to the Group’s ability
to continue to do so over a period
of at least twelve months from the
date of approval of the financial
statements; and
• the Directors’ explanation on
page 21 as to how they have
assessed the prospects of the
Group, over what period they have
done so and why they consider
that period to be appropriate, and
their statement as to whether they
have a reasonable expectation
that the Group will be able to
continue in operation and meet its
liabilities as they fall due over the
period of their assessment, including
any related disclosures drawing
attention to any necessary
qualifications or assumptions.
Independence
We are required to comply with the Financial Reporting
Council’s Ethical Standards for Auditors and confirm that
we are independent of the Group and we have fulfilled
our other ethical responsibilities in accordance with
those standards.
We confirm that we are independent of the Group
and we have fulfilled our other ethical responsibilities
in accordance with those standards. We also confirm
we have not provided any of the prohibited non-audit
services referred to in those standards.
Our assessment of risks of material misstatement
The assessed risks of material
misstatement described below are
those that had the greatest effect on
our audit strategy, the allocation of
resources in the audit and directing
the efforts of the engagement team.
As noted above, the risk in respect
of uncertain tax provisions has been
included in the current year, due to
the increase in the Group’s global
footprint and hence increased
complexity.
The other risks are consistent with
the prior year, albeit the business
combinations relate to the acquisitions
and disposals accounted for in the
current year.
Business combinations
Risk description
As noted in the Report of the Audit
Committee on page 53, there have
been several acquisitions and a
disposal of Group entities during
the year.
Acquisitions of La Nevera Roja in
Spain, PizzaBo/hellofood in Italy,
hellofood in Mexico and Brazil,
and SkipTheDishes in Canada
As detailed in Notes 13 and 14,
£181.2 million of goodwill and
£26.3 million of intangible assets
have been recognised in connection
with the acquisitions. Of this, the
acquisitions of La Nevera Roja, PizzaBo
and hellofood based in Spain, Italy,
Mexico and Brazil respectively, and
SkipTheDishes in Canada represented
£89.1 million and £92.1 million of the
increase in goodwill, and £7.0 million
and £19.3 million of the increase
in intangible assets respectively.
The accounting for SkipTheDishes is
provisional as at 31 December 2016,
due to the proximity of the
acquisition to the year end.
The accounting for these transactions
is complex due to the judgements
taken in the application of accounting
standards, for example the valuation
of the businesses, the recognition
and valuation of consideration, the
identification and valuation of
intangible assets and the accounting
for financial instruments.
79
Financial statementswww.justeatplc.com Independent auditor’s report continued
Business Combinations
continued
Risk description continued
In addition, there are certain key
assumptions which impact the
valuation of the intangible assets
including, but not limited to, the
discount rate, future cash flows,
churn rate of restaurants and long
term growth rates. Due to the size
and complexity of these acquisitions,
our risk regarding acquisitions has
been focused on these transactions.
The disposal of the Benelux business
The disposal of the Benelux business
had no impact on the goodwill carrying
value as it had been fully impaired in
a prior period. As detailed in the other
gains and losses in Note 9, the disposal
resulted in a gain of £18.7 million.
Due the quantum of the gain on
disposal in this transaction, we have
focused our testing in this area.
The announcement of the planned
acquisition of hungryhouse, which
is pending CMA approval
As at 31 December 2016, the
acquisition of hungryhouse was
pending CMA approval. As such, the
business is not consolidated in the
current year.
There is judgement involved in
the accounting for the £6.0 million
deposit paid and the acquisition
costs, recognised as a provision at
the year end. As such, we consider
this to be a key area of focus for
the year.
The associated judgements
and estimates for each of these
transactions are described further
in Note 40 to the financial
statements and in the Report of
the Audit Committee on page 53.
How the scope of our audit responded to the risk
We have performed the following
procedures to address this key audit
risk and assess compliance with IFRS 3
Business Combinations, as well as
review the disclosures presented in
Note 31 to the financial statements
to confirm compliance with the
provisions within IFRS 3 and IAS 37:
Acquisitions of La Nevera Roja in
Spain, PizzaBo/hellofood in Italy,
hellofood in Mexico and Brazil,
and SkipTheDishes in Canada
• obtained and reviewed the share
purchase agreements, due
diligence reports and associated
contractual agreements for the
current year business combinations
and understood the terms and
conditions of each transaction;
• tested the initial consideration,
either through cash or shares, to
the signed purchase agreement
and to bank statements and
assessed the accuracy and
completeness of the fair value
of the total consideration
determined by management;
• tested the methodology applied in
the valuation models prepared by
management for La Nevera Roja,
PizzaBo and hellofood to account
for the intangible assets, and the
key assumptions (cash flows,
discount rate, order growth rate
and churn of restaurants) by
benchmarking against previous
acquisitions and existing
operations and market data and
engaged our internal valuation
specialists to support this testing;
80
The disposal of the Benelux business
• obtained and reviewed the share
purchase agreement for the disposal
and understood the terms and
conditions of the transaction;
• assessed the net liability position at
the disposal date by understanding
movements since the 2015 year end;
• recalculated the gain on disposal
for the Benelux business; and
• vouched the sales proceeds to the
signed share purchase agreement
and bank statement.
The announcement of the planned
acquisition of hungryhouse, which
is pending CMA approval
• reviewed the share purchase
agreement signed in December
2016 and understood the terms
and conditions;
• assessed the judgements made in
recognising the costs and deposit
in respect of the hungryhouse
acquisition, and discussed these
with management, in-house legal
team and management’s external
legal advisers; and
• substantively tested a sample of
the acquisition costs, which
covered the majority of the
expense, and agreed to
engagement letters with
professional advisers; and vouched
payment of the £6.0 million
deposit to bank statement.
• considered the proportion of
intangible assets and goodwill
recognised and compared these
to previous acquisitions completed
by the Group to assess consistency
and comparability of approach;
• examined and assessed the inputs
within the valuation models,
including the future growth
patterns, comparing them to the
historical trends achieved in more
mature markets;
• obtained the financial instrument
contracts associated with the
La Nevera Roja, PizzaBo and
hellofood acquisitions, and
engaged our financial instrument
specialists to perform an
independent calculation of
hedge effectiveness and assess
the accounting treatment for
the cash flow hedge;
• tested the provisional accounting
entries for the SkipTheDishes
acquisition, which completed on
14 December 2016, by checking the
consistency of the methodology
applied to value the business and
intangible assets with previous
similar acquisitions and assessed
key assumptions, including the
discount rate, future cash flows
and long-term growth rates
specific to that business; and
• tested the post-acquisition
remuneration element in connection
with SkipTheDishes by reviewing
the terms associated with the
remuneration, the allocation to
the income statement and the
recognition over the period to
which it relates.
Annual Report & Accounts 2016 Key observations
The results of our testing were satisfactory and we consider the disclosure surrounding business combinations to
be appropriate.
Impairment of goodwill and intangible assets in respect of
Australia & New Zealand and Mexico cash-generating units
Risk description
As at 31 December 2016, the Group
recognised goodwill of £725.2 million
(2015: £457.1 million) and intangible
assets of £103.4 million (2015:
£72.6 million).
The Group is highly acquisitive
and the current year acquisitions
have resulted in an increase of
£181.2 million in the goodwill balance
and £26.3 million in intangible assets,
due to the acquisitions in Italy, Spain,
Mexico, Brazil and Canada as on
pages 79 to 80.
In addition, goodwill of £476.3 million
and intangible assets of £59.1 million
are attributable to the Australia
& New Zealand and Mexico cash-
generating units (“CGUs”), which the
Group acquired in the prior year and
are dependent on significant growth
in the next five to ten years.
The key assumptions applied by
the Directors in the impairment
reviews are:
• country-specific discount rates;
• future revenue growth; and
• expected marketing and staff costs.
How the scope of our audit responded to the risk
In order to address this audit risk we
audited the assumptions used in the
impairment model for goodwill and
intangible assets. As part of our
work, we:
independent calculation of the
discount rates and assessing
management’s methodology used
in calculating the rates applied;
• assessed the appropriateness of
• considered the projected future
cash flows, understood variances
between the forecast and
actual results for the year ended
31 December 2016 and compared
the forecast growth trends to
historic trends achieved in more
mature markets that have already
reached maturity;
• compared the long-term growth
rates for each CGU to external
market data;
• were assisted by our valuation
specialists in computing an
the sensitivities applied by
management to the impairment
testing model including considering
whether the scenarios (reduction
in future cash flows and increase
in the discount rate specific for
each CGU, which are set out in
Note 13) represented reasonably
possible changes in key assumptions;
• performed further sensitivities based
on recent trading activity and our
understanding of the future
prospects to identify whether these
scenarios could give rise to further
impairment; and
As described in the Report of the
Audit Committee on page 53, and
Notes 13 and 14 of the consolidated
financial statements, determining
whether the carrying value of
goodwill and intangible assets is
recoverable requires management to
make significant estimates regarding
the future cash flows, discount rates
and long-term growth rates based
on management’s view of future
business prospects. Due to the
relative sensitivity of certain inputs
to the impairment testing process, in
particular the future cash flows of
the CGUs noted above, the valuation
of goodwill and intangible assets is
considered a key audit risk.
• checked the arithmetical accuracy
of the impairment model and the
amortisation charge in the year
on the intangible assets, other
than goodwill, and assessed
the appropriateness of the
useful economic life applied
to those assets.
We also considered the adequacy
of the Group’s disclosure in respect
of its goodwill impairment testing
and whether the disclosures about
the sensitivity of the outcome of
the impairment assessment to
reasonably possible changes in key
assumptions properly reflected the
risks inherent in such assumptions.
Key observations
We have assessed the impairment calculations for goodwill and intangible assets for each CGU and are satisfied
that the assumptions applied within the models are appropriate. In addition, we agree that the impairment disclosures
are reasonable.
81
Financial statementswww.justeatplc.com Independent auditor’s report continued
Central provisions held for uncertain international corporate tax positions
Risk description
The increase in the Group’s global
footprint together with the emerging
changes to the international tax
landscape as a result of the OECD’s
focus on Base Erosion and Profit
Shifting have increased the
complexity in assessing the
valuation of the uncertain tax
provisions in different geographies.
The Group’s exposure to significant
tax risks and the level of provisions
recognised and the associated
disclosure are considered audit risks.
The Group’s accounting policy on
taxation is on page 129 and the
critical accounting judgements
and key sources of estimation
uncertainty are on page 134.
The total provision in the current
year is £9.8 million.
How the scope of our audit responded to the risk
We have performed the following
procedures to address this audit risk:
• engaged our tax specialists who
considered any significant
taxation exposures across the
Group, including challenging the
estimates and judgements made
by management when calculating
the associated provisions held;
• considered the tax environment in
the significant countries in which
the Group operates, the outcome
of past settlements for the Group
and other entities operating in
these jurisdictions, and the status
of tax audits; and
• reviewed correspondence with
taxation authorities in significant
locations, as well as reviewing the
opinions or other documentation
received from external counsel and
other advisers where management
has relied on them to make
assumptions on the provisions
in place.
We also considered the adequacy
of the Group’s disclosure in respect
of its taxation disclosures throughout
the Annual Report, as well as the
accounting policies and key sources
of estimation uncertainty. The tax
provisions are described further in
Note 11 to the financial statements
and in the Report of the Audit
Committee on page 53.
Key observations
The results of our audit work were satisfactory and we concur that the total level of provision is within an acceptable
range, based on the information currently available.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Our application of materiality
We define materiality as the
magnitude of misstatement in the
financial statements that makes it
probable that the economic decisions
of a reasonably knowledgeable person
would be changed or influenced.
We use materiality both in planning
the scope of our audit work and in
evaluating the results of our work.
Based on our professional judgement,
we determined materiality for the
financial statements as a whole
as follows:
Group materiality
£4.0 million (2015: £2.0 million)
Basis for determining materiality
5 per cent of pre-tax profit of
£91.3 million was used to determine
our materiality in the current year.
Materiality has been capped at
£4.0 million.
Rationale for the benchmark applied
In determining our final materiality
based on our professional judgement,
we have considered a number of
82
benchmarks or financial indicators
including the final profit before tax
figure (£91.3 million), revenue, the
growth history of the business,
exceptional items and other gains
or losses. The materiality applied
represents 4.4 per cent of pre-tax
profit, 1 per cent of revenue and
0.5 per cent of equity.
The benchmark in the prior year was
pre-tax profit adjusted for one-off
acquisition related items.
Pre-tax profit £91.3 million
We agreed with the Audit Committee
that we would report to the Committee
all audit differences in excess of
£0.2 million (2015: £0.04 million),
as well as differences below that
threshold that, in our view, warranted
reporting on qualitative grounds.
We also report to the Audit
Committee on disclosure matters
that we identified when assessing
the overall presentation of the
financial statements.
Group materiality £4 million
Component materiality range
£2 million to £3 million
Audit Committee reporting
threshold £0.2 million
■ Pre-tax profit ■ Group materiality
Annual Report & Accounts 2016 An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding
of the Group and its environment, including Group-wide
controls, and assessing the risks of material misstatement
at the Group level.
The most significant component of the Group is the UK
operation, which accounts for 63 per cent of revenue,
112 per cent of profit before tax and -2 per cent of net
assets. The Group audit team performs the audit of the
UK business without the involvement of a component
team. Full scope audits were performed for the Danish,
French and Australian & New Zealand operations for
the year ended 31 December 2016 by component teams.
In addition, Ireland, Canada, Spain and Italy were subject
to a limited scope audit of specific account transactions
and account balances. They were selected to provide an
appropriate basis for undertaking audit work to address
the risks of material misstatement. These locations
represent the principal business units and account for
£344.6 million out of the £375.7 million of the Group’s
revenue, £824.7 million out of £827.4 million of the
Group’s net assets and £91.6 million out of £91.3 million
of the Group’s profit before tax.
At the Parent entity level we also tested the consolidation
process and carried out analytical procedures to confirm
our conclusion that there were no significant risks of
material misstatement of the aggregated financial
information of the remaining components not subject
to audit or audit of specified account balances.
Full audit
Limited scope audit
Out of scope
Revenue
Profit
before tax
Net assets
313.9
30.7
31.1
88.4
3.3
(0.4)
817.2
7.9
0.6
Our audit work was executed at levels of materiality
applicable to each individual entity which were lower
than Group materiality and ranged from £2.0 million to
£3.0 million (2015: £0.95 million to £1.6 million).
A senior member of the Group audit team has visited all
entities where a full audit is performed for the purposes
of the Group audit. Going forward, we will follow a
programme of planned visits that has been designed so
that a senior member of the Group audit team visits each
of the significant locations where the Group scope was
focused at least once every two years, and the most
significant of them at least once a year. In years when we
do not visit a significant component we will include the
component audit team in our team briefing, discuss its
risk assessment, attend the close meetings remotely, and
review documentation of the findings from its work.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work
undertaken in the course of the audit:
• the part of the Directors’
Remuneration Report to be
audited has been properly
prepared in accordance with
the Companies Act 2006;
• the information given in the
Strategic Report and the Directors’
Report for the financial year for
which the financial statements are
prepared is consistent with the
financial statements; and
• the Strategic Report and the
Directors’ Report have been
prepared in accordance with
applicable legal requirements.
In light of the knowledge and
understanding of the Company
and its environment obtained in
the course of the audit, we have
not identified any material
misstatements in the Strategic
Report and the Directors’ Report.
Matters on which we are required to report by exception
Adequacy of explanations received and accounting records
Under the Companies Act 2006 we
are required to report to you if, in
our opinion:
• adequate accounting records
have not been kept by the Parent
Company, or returns adequate for
our audit have not been received
from branches not visited by us; or
• the Parent Company financial
statements are not in agreement
with the accounting records
and returns.
We have nothing to report in respect
of these matters.
• we have not received all the
information and explanations we
require for our audit; or
Directors’ remuneration
Under the Companies Act 2006 we
are also required to report if in our
opinion certain disclosures of
Directors’ remuneration have not
Corporate Governance Statement
Under the Listing Rules we are also
required to review part of the
Corporate Governance Statement
been made or the part of the
Directors’ Remuneration Report to
be audited is not in agreement with
the accounting records and returns.
We have nothing to report arising
from these matters.
relating to the Company’s compliance
with certain provisions of the UK
Corporate Governance Code.
We have nothing to report arising
from our review.
83
Financial statementswww.justeatplc.com Independent auditor’s report continued
Matters on which we are required to report by exception continued
Our duty to read other information in the Annual Report
Under International Standards on
Auditing (UK and Ireland), we are
required to report to you if, in our
opinion, information in the Annual
Report is:
• materially inconsistent with the
information in the audited
financial statements; or
• apparently materially incorrect
based on, or materially
inconsistent with, our knowledge
of the Group acquired in the
course of performing our audit; or
• otherwise misleading.
In particular, we are required to
consider whether we have identified
any inconsistencies between our
knowledge acquired during the audit
and the Directors’ statement that
they consider the Annual Report is
fair, balanced and understandable
and whether the Annual Report
appropriately discloses those
matters that we communicated to
the Audit Committee which we
consider should have been disclosed.
We confirm that we have not
identified any such inconsistencies
or misleading statements.
Respective responsibilities of Directors and auditor
As explained more fully in the
Directors’ responsibilities statement,
the Directors are responsible for the
preparation of the financial statements
and for being satisfied that they give
a true and fair view. Our responsibility
is to audit and express an opinion on
the financial statements in accordance
with applicable law and International
Standards on Auditing (UK and Ireland).
We also comply with International
Standard on Quality Control 1
(UK and Ireland).
Our audit methodology and tools aim
to ensure that our quality control
procedures are effective, understood
and applied. Our quality controls and
systems include our dedicated
professional standards review team
and independent partner reviews.
This report is made solely to the
Company’s members, as a body, in
accordance with Chapter 3 of Part 16
of the Companies Act 2006.
Our audit work has been undertaken
so that we might state to the
Company’s members those matters
we are required to state to them in
an auditor’s report and for no other
purpose. To the fullest extent
permitted by law, we do not accept
or assume responsibility to anyone
other than the Company and the
Company’s members as a body, for
our audit work, for this report, or for
the opinions we have formed.
Scope of the audit of the financial statements
An audit involves obtaining evidence
about the amounts and disclosures
in the financial statements sufficient
to give reasonable assurance that
the financial statements are free
from material misstatement, whether
caused by fraud or error. This includes
an assessment of: whether the
accounting policies are appropriate
to the Group’s and the Parent
Company’s circumstances and have
been consistently applied and
adequately disclosed; the
reasonableness of significant
accounting estimates made by
the Directors; and the overall
presentation of the financial
statements. In addition, we read
all the financial and non-financial
information in the Annual Report to
identify material inconsistencies with
the audited financial statements and
to identify any information that
is apparently materially incorrect
based on, or materially inconsistent
with, the knowledge acquired by
us in the course of performing the
audit. If we become aware of any
apparent material misstatements
or inconsistencies we consider
the implications for our report.
Anna Marks FCA (Senior statutory Auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
Reading, United Kingdom
6 March 2017
84
Annual Report & Accounts 2016 Consolidated income statement
Year ended 31 December 2016
Continuing operations
Revenues
Cost of sales
Gross profit
Long-term employee incentive costs
Exceptional items
Other administrative expenses
Total administrative expenses
Share of results of associates
Operating profit
Gain on disposal of Benelux businesses
Net other gains/(losses)
Finance income
Finance costs
Profit before tax
Taxation
Profit for the year
Attributable to:
Owners of the Company
Non-controlling interests
Earnings per Ordinary Share (pence)
Basic
Diluted
Adjusted earnings per Ordinary Share (pence)
Basic
Diluted
Reconciliation of operating profit to Underlying EBITDA
Operating profit
Depreciation and amortisation
Long-term employee incentive costs
Exceptional items
Net foreign exchange losses/(gains)
Notes
3
4, 34
5
16
6
9
9
10
10
11
30
12
12
3
4, 34
5
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
375.7
(35.2)
340.5
(3.1)
(14.6)
(250.2)
(267.9)
(0.1)
72.5
18.7
0.1
0.6
(0.6)
91.3
(19.9)
71.4
71.7
(0.3)
71.4
10.7
10.5
12.2
12.0
72.5
24.9
3.1
14.6
0.2
247.6
(24.2)
223.4
(2.9)
(6.6)
(176.2)
(185.7)
(2.2)
35.5
—
(0.7)
0.4
(0.6)
34.6
(11.6)
23.0
23.1
(0.1)
23.0
3.8
3.7
6.6
6.4
35.5
14.8
2.9
6.6
(0.1)
59.7
Underlying EBITDA
3
115.3
Underlying EBITDA is the main measure of profitability used by management to assess the performance of the
Group’s businesses. It is defined as earnings before finance income and costs; taxation; depreciation and amortisation
(“EBITDA”), and additionally excludes the Group’s share of depreciation and amortisation of associates; long-term
employee incentive costs; exceptional items; foreign exchange gains and losses; and other gains and losses.
85
Financial statementswww.justeatplc.com Consolidated statement of other comprehensive income
Year ended 31 December 2016
Profit for the year
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations – Group
Exchange differences on translation of foreign operations – Associates
Exchange differences on translation of foreign operations
reclassified to the income statement on disposal
Exchange differences on translation of non-controlling interest
Fair value gains/(losses) on cash flow hedges
Income tax related to fair value gains/(losses) on cash flow hedges
Net fair value gains/(losses) on cash flow hedges reclassified to goodwill
Other comprehensive income/(loss) for the year
Total comprehensive income for the year
Attributable to:
Owners of the Company
Non-controlling interests
Total comprehensive income for the year
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
Notes
71.4
23.0
27
27
27
30
28
28
28
30
97.9
7.7
0.1
(0.2)
1.8
(0.5)
(1.3)
105.5
176.9
177.4
(0.5)
176.9
(7.8)
(3.5)
(0.1)
—
(6.2)
1.2
5.0
(11.4)
11.6
11.7
(0.1)
11.6
86
Annual Report & Accounts 2016 Consolidated balance sheet
As at 31 December 2016
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Investments in associates
Other investments
Deferred tax assets
Current assets
Operating cash
Cash to be paid to Restaurant Partners
Cash and cash equivalents
Inventories
Trade and other receivables
Current tax assets
Total assets
Current liabilities
Trade and other payables
Current tax liabilities
Deferred revenues
Provisions for liabilities
Borrowings
Net current assets
Non-current liabilities
Deferred tax liabilities
Deferred revenues
Provisions for liabilities
Borrowings
Other long-term liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium account
Translation reserve
Other reserves
Retained earnings
Equity attributable to owners of the Company
Non-controlling interests
Total equity
As at
31 December
2016
£m
As at
31 December
2015
£m
Notes
13
14
15
16
17
18
35
19
20
21
22
23
18
22
23
24
25
26
27
28
29
30
725.2
103.4
12.4
29.7
4.1
14.4
889.2
96.8
33.8
130.6
1.7
26.5
0.4
159.2
1,048.4
(112.1)
(22.0)
(3.8)
(13.6)
(0.4)
457.1
72.6
8.6
16.6
0.1
6.5
561.5
148.9
43.8
192.7
1.2
10.5
0.3
204.7
766.2
(99.4)
(6.0)
(3.7)
(0.3)
—
(151.9)
(109.4)
7.3
95.3
(25.9)
(0.9)
(43.1)
(0.6)
(0.3)
(70.8)
(19.9)
(1.1)
(9.3)
—
(0.6)
(30.9)
(222.7)
(140.3)
825.7
625.9
6.8
562.2
94.7
(6.4)
160.7
818.0
7.7
825.7
6.8
555.5
(11.0)
(6.4)
80.6
625.5
0.4
625.9
The consolidated financial statements on pages 85 to 134 were authorised for issue by the Board of Directors and
signed on its behalf by:
David Buttress
Chief Executive Officer
Paul Harrison
Chief Financial Officer
Just Eat plc
6 March 2017
Company registration number
06947854 (England and Wales)
87
Financial statementswww.justeatplc.com Consolidated statement of changes in equity
Year ended 31 December 2016
1 January 2015
5.7
120.5
0.4
(6.7)
63.1
183.0
0.8
183.8
Share
capital
£m
Share
premium
account
£m
Notes
Translation
reserve
£m
Other
reserves
£m
Retained
earnings
£m
Non-
controlling
interest
£m
Total
£m
Total
equity
£m
Profit/(loss) for the year
Other comprehensive income
Total comprehensive (loss)/income
for the year
Tax on share options
Issue of capital (net of costs)
Exercise of share options
Share based payment charge
Treasury shares
Exercise of JSOP awards
Acquisition of minority interest in Eat.ch
11
25, 26
26
4, 34
28
28
30
—
—
—
—
1.1
—
—
—
—
—
—
—
—
(11.4)
—
—
23.1
—
23.1
(11.4)
(0.1)
—
23.0
(11.4)
—
—
434.5
0.5
—
—
—
—
(11.4)
—
—
—
—
—
—
—
(11.0)
—
—
—
—
—
(0.1)
0.4
—
23.1
2.8
11.7
2.8
— 435.6
0.5
—
2.6
2.6
(0.1)
—
—
0.4
(11.0)
(11.0)
(0.1)
11.6
2.8
—
— 435.6
0.5
—
2.6
—
(0.1)
—
0.4
—
(11.3)
(0.3)
(6.4)
80.6
625.5
0.4
625.9
31 December 2015
6.8
555.5
Profit/(loss) for the year
Other comprehensive income
Total comprehensive income/(loss)
for the year
Tax on share options
Issue of capital (net of costs)
Exercise of share options
Share based payment charge
Treasury shares
Exercise of JSOP awards
Partial disposal of Mexican business
Adjustment to Mexican NCI
11
25, 26
26
4, 34
28
28
30
30
—
—
—
—
—
—
—
—
—
—
—
—
—
— 105.7
—
—
71.7
71.7
— 105.7
(0.3)
(0.2)
71.4
105.5
— 105.7
—
—
—
6.2
—
0.5
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(0.5)
0.5
—
—
71.7
0.8
—
—
2.8
—
—
4.8
—
177.4
0.8
6.2
0.5
2.8
(0.5)
0.5
4.8
—
(0.5)
—
—
—
—
—
—
7.3
0.5
176.9
0.8
6.2
0.5
2.8
(0.5)
0.5
12.1
0.5
31 December 2016
6.8
562.2
94.7
(6.4)
160.7
818.0
7.7
825.7
88
Annual Report & Accounts 2016 Consolidated cash flow statement
Year ended 31 December 2016
Net cash inflow from operating activities
Investing activities
Interest received
Cash outflow on acquisition of businesses
Hungryhouse acquisition deposit
Cash inflow on disposal of Benelux businesses
Cash inflow on disposal of hellofood Brazil
Cash inflow on sale of minority stake in Mexican business
Funding provided by minority interests
Cash outflow on acquisition of interests in associates
Cash inflow on disposal of investment in associates
Funding provided to associates
Purchases of investments
Purchases of property, plant and equipment
Purchases of intangible assets
Cash outflow on financial instruments
Other cash outflows
Net cash used in investing activities
Financing activities
Net proceeds from placing and open offer
Proceeds arising on exercise of options and awards
Proceeds from sale of shares by the employee benefit trust
Cash outflow of the acquisition of minority interest
Movement on borrowings
Net cash from financing activities
Net (decrease)/increase in cash and cash equivalents
Net cash and cash equivalents at beginning of year
Effect of changes in foreign exchange rates
Net cash and cash equivalents at end of year
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
97.0
74.2
Notes
33
10
31
31
31
31
30
16
16
36
17
15
35
25
30
0.6
(154.7)
(6.0)
14.6
2.1
9.3
0.5
(7.2)
—
(2.1)
(3.5)
(9.5)
(11.7)
—
0.1
0.4
(448.4)
—
—
—
—
—
(3.4)
3.1
(2.5)
—
(5.8)
(4.8)
(3.9)
(0.2)
(167.5)
(465.5)
—
2.4
—
(0.1)
—
2.3
(68.2)
192.7
6.1
130.6
435.6
0.5
0.6
(11.3)
(0.3)
425.1
33.8
164.1
(5.2)
192.7
89
Financial statementswww.justeatplc.com Notes to the consolidated financial statements
Year ended 31 December 2016
1. General information
Just Eat plc (the “Company”) and its subsidiaries (the “Group”) operate a leading digital marketplace for takeaway
food delivery. Further details about the Group’s operations and principal activities are disclosed within the Strategic
Report on pages 4 to 39. The Company is a public limited company listed on the premium listing segment of the
Official List of the Financial Conduct Authority and is incorporated and domiciled in the United Kingdom. Its registered
address is Masters House, 107 Hammersmith Road, London W14 0QH.
2. Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRS”) and IFRS Interpretation Committee interpretations as endorsed by the European Union (“EU”), and with
those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The financial statements have been prepared on the historical cost basis, except for assets and liabilities acquired
as part of a business combination, deferred contingent consideration, provisions for social security costs on the
exercise of options by employees and financial assets at fair value through profit or loss, which have been
measured at fair value. The principal accounting policies adopted by the Group are set out in Note 39. These
policies have been consistently applied to all years presented.
Going concern
For reasons noted on page 21, the financial information has been prepared on the going concern basis, which assumes
that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future, being a
period of at least 12 months from the date of signing these financial statements. At the date of approving the
financial statements, the Directors are not aware of any circumstances that could lead to the Group being unable
to settle commitments as they fall due during the 12 months from the date of signing these financial statements.
At 31 December 2016, the Group had net current assets of £7.3 million and cash net of borrowings of £129.6 million.
For the year ended 31 December 2016, it generated cash inflows from operating activities of £97.0 million. The Group’s
business activities, together with the factors likely to affect its future development, performance and position
are set out in the Strategic Report on pages 4 to 39. Note 35 describes the Group’s objectives, policies and
processes for managing its exposure to credit risk, liquidity risk and interest rate risk.
New and amended standards adopted by the Group
No new standards, amendments or interpretations to standards effective for the first time for the financial year
beginning on 1 January 2016 have had a material impact on the Group’s financial position or performance nor
the disclosures in these financial statements.
New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for
31 December 2016 year end and have not been early adopted by the Group. The Group’s assessment of the impact
of these new standards and interpretations on its results, financial position and cash flows is set out below:
•
IFRS 9 Financial Instruments: This standard is effective for accounting periods commencing on or after
1 January 2018, with early adoption permitted. At this stage, the Group does not intend to adopt the standard
before its effective date.
This standard addresses the classification, measurement and derecognition of financial assets and financial
liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets.
The adoption of IFRS 9 is not expected to have a material impact on the Group’s results, financial position
or cash flows.
IFRS 15 Revenue from Contracts with Customers: this standard is effective for accounting periods commencing
on or after 1 January 2018, with early adoption permitted. Whilst this standard may impact on the timing of the
recognition of certain of the Group’s non-order driven revenue streams, the impact is not expected to be material.
At this stage, the Group does not intend to adopt the standard before its effective date.
IFRS 16 Leases: This standard is effective for accounting periods commencing on or after 1 January 2019, with
early adoption permitted, subject to EU endorsement. At this stage, the Group does not intend to adopt the
standard before its effective date.
•
•
90
Annual Report & Accounts 2016
2. Basis of preparation continued
New standards and interpretations not yet adopted continued
This standard will result in almost all leases being recognised on the balance sheet, as the distinction between
operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and
a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases.
The standard will affect primarily the accounting for the Group’s property leases. As at the reporting date, the
Group had non-cancellable property operating lease commitments of £35.3 million (see Note 32). The Group
has not yet determined to what extent these commitments will result in the recognition of an asset and a
liability for future payments and how this will affect the Group’s financial position and reported results.
The anticipated financial impact of these three new accounting standards has not yet been fully assessed
by the Group. Further information regarding their impact will be disclosed in the 2017 Annual Report.
3. Operating segments
The Group has four reportable segments: United Kingdom, Australia & New Zealand, Established Markets and
Developing Markets. Established Markets includes the operations in Benelux (sold August 2016), Canada, Denmark,
France, Ireland, Norway and Switzerland. Developing Markets includes Italy, Mexico and Spain.
Each segment includes businesses with similar operating characteristics and at a similar stage of development.
Underlying EBITDA is the main measure of profit used by the Chief Operating Decision Maker (“CODM”) to assess
and manage performance. The CODM is David Buttress, the Group’s Chief Executive Officer. Underlying EBITDA
is defined as earnings before finance income and costs; taxation; depreciation and amortisation (“EBITDA”); and
additionally excludes the Group’s share of depreciation and amortisation of associates; long-term employee incentive
costs; exceptional items; foreign exchange gains and losses; and other gains and losses. At a segmental level,
Underlying EBITDA also excludes intra-group franchise fee arrangements but incorporates an allocation of Group
technology and central costs (all of which net out on a consolidated level).
Segment revenues
United Kingdom
Less inter-segment sales
United Kingdom
Australia & New Zealand
Established Markets
Developing Markets
Total segment revenues
Head Office
Less Head Office inter-segment sales
Total revenues
The Group’s revenues were generated as follows:
Revenues
Commission revenues
Payment card and administration fees
Order driven revenues
Top-placement fees
Connection fees and other revenues
Total revenues
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
238.3
(1.2)
237.1
36.8
75.5
26.2
375.6
2.8
(2.7)
375.7
171.2
(1.6)
169.6
12.4
55.8
9.5
247.3
0.3
—
247.6
Year ended
31 December 2016
Year ended
31 December 2015
£m
305.2
48.5
353.7
19.7
2.3
375.7
%
81
13
94
5
1
£m
193.4
32.4
225.8
11.2
10.6
247.6
%
78
13
91
5
4
91
Financial statementswww.justeatplc.com
3. Operating segments continued
Order driven revenues by segment were as follows: United Kingdom £224.9 million (2015: £158.3 million);
Australia & New Zealand £35.1 million (2015: £11.7 million); Established Markets £68.3 million (2015: £46.5 million);
and Developing Markets £25.4 million (2015: £9.3 million).
Segment Underlying EBITDA and result
United Kingdom
Australia & New Zealand
Established Markets
Developing Markets
Total segment Underlying EBITDA
Share of results of equity accounted associates (excluding depreciation and amortisation)
Head Office costs
Underlying EBITDA
Long-term employee incentive costs
Exceptional items
Net foreign exchange (losses)/gains
EBITDA
Depreciation – Subsidiaries
Amortisation – Acquired intangible assets
Amortisation – Other intangible assets
Depreciation and amortisation – Associates1
Operating profit
Gain on disposal of Benelux businesses
Net other gains/(losses)
Finance income
Finance costs
Profit before tax
1.
Includes £0.3 million (2015: £0.3 million) of amortisation in respect of acquired intangible assets.
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
Notes
121.8
7.6
13.3
(13.7)
129.0
0.5
(14.2)
115.3
(3.1)
(14.6)
(0.2)
97.4
(6.2)
(15.5)
(2.6)
(0.6)
72.5
18.7
0.1
0.6
(0.6)
91.3
77.6
1.0
6.4
(13.9)
71.1
(1.9)
(9.5)
59.7
(2.9)
(6.6)
0.1
50.3
(4.2)
(8.6)
(1.7)
(0.3)
35.5
—
(0.7)
0.4
(0.6)
34.6
4
5
15
14
14
9
9
10
10
Assets as at 31 December
Liabilities as at 31 December
Notes
2016
£m
233.9
545.9
218.4
171.0
2015
£m
146.1
453.0
84.9
71.8
2016
£m
(71.0)
(27.7)
(40.6)
(37.1)
1,169.2
3,036.4
29.7
755.8
2,584.3
16.6
(176.4)
(1,360.8)
—
16
2015
£m
(59.8)
(23.6)
(35.0)
(41.1)
(159.5)
(978.7)
—
4,235.3
3,356.7
(1,537.2)
(1,138.2)
(1,314.5)
(1,872.4)
—
(1,008.8)
(1,573.2)
(8.5)
1,314.5
—
—
1,008.8
—
(10.9)
1,048.4
766.2
(222.7)
(140.3)
Segment assets and liabilities
United Kingdom
Australia & New Zealand
Established Markets
Developing Markets
Total segment assets/(liabilities)
Head Office
Associates
Consolidation adjustments:
Elimination of intercompany debtors and creditors
Elimination of investments
Other consolidation adjustments
Total
92
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016
3. Operating segments continued
Segment net book value of non-current assets
United Kingdom
Australia & New Zealand
Established Markets
Developing Markets
Head Office
Associates
Total
Property, plant and equipment; and intangible assets
United Kingdom
Australia & New Zealand
Established Markets
Developing Markets
Associates
Head Office
Total
As at
31 December
2016
£m
As at
31 December
2015
£m
Note
12.4
512.6
176.1
128.0
829.1
30.4
29.7
889.2
10.2
441.0
56.2
24.4
531.8
13.1
16.6
561.5
16
Additions
Year ended 31 December
Depreciation and amortisation
Year ended 31 December
2016
£m
2.9
1.3
113.6
98.2
216.0
—
12.3
228.3
2015
£m
3.3
452.4
8.0
23.0
486.7
—
6.6
493.3
2016
£m
3.5
10.2
4.6
3.2
21.5
0.6
2.8
24.9
2015
£m
3.7
5.0
2.6
1.1
12.4
0.3
2.1
14.8
Additions include goodwill and other intangible assets acquired as part of business combinations, as well as
purchases of tangible and intangible fixed assets.
4. Long-term employee incentive costs
The total expense recorded in relation to the long-term employee incentives was £3.1 million (2015: £2.9 million).
This charge was comprised of £2.8 million (2015: £2.6 million) in respect of share based payments and £0.3 million
(2015: £0.3 million) in respect of provisions for employer’s social security costs on the exercise of options
(see Note 34).
5. Exceptional items
M&A transaction costs
Acquisition integration costs
Total exceptional items
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
9.5
5.1
14.6
6.6
—
6.6
M&A transaction costs relate to legal, due diligence and other costs incurred as a result of the Group’s acquisitions
(see Note 31) and aborted acquisitions. For the year ended 31 December 2016, they include £5.0 million (2015: £nil)
of costs in respect of the acquisition of hungryhouse which are contingent upon the successful completion of
the acquisition. They are therefore included within provisions as at 31 December 2016 (see Note 23).
The acquisition integration costs relate to the integration into the Group of Menulog and the four businesses
acquired during the first half of 2016 (La Nevera Roja, PizzaBo/hellofood in Italy, hellofood Mexico, hellofood
Brazil). They include the non-recurring costs of running two offices and platforms during employee consultation
processes, redundancy costs, lease termination costs and related advisers’ fees. In addition, they include the cost
of recruiting the new Menulog senior management team and advisers’ costs in respect of litigation and other
matters that pre-dated the Group’s acquisition of Menulog in June 2015.
93
Financial statementswww.justeatplc.com 6. Operating profit
Profit for the year has been arrived at after charging/(crediting):
Total staff costs
Exceptional items
Net foreign exchange losses/(gains)
Loss on sale of property, plant and equipment
Operating lease charges
Depreciation of property, plant and equipment
Amortisation of intangible assets – Acquired intangible assets
Amortisation of intangible assets – Other intangible assets
Research and development
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
Notes
7
5
32
15
14
14
88.4
14.6
0.2
0.5
4.2
6.2
15.5
2.6
12.5
67.5
6.6
(0.1)
0.1
3.1
4.2
8.6
1.7
5.4
With the exception of exceptional items all of the above items are included within other administrative expenses
in the income statement. Research and development costs are predominantly staff costs, which are included in
the staff costs figures.
7. Staff costs
The average number of full-time equivalent members of staff analysed by function was:
Operations
Technology and product
Sales
Marketing
Management and administration
Year ended
31 December
2016
Year ended
31 December
2015
707
286
247
106
275
650
191
286
109
207
Average number of full-time equivalent members of staff
1,621
1,443
Staff remuneration, including that in respect of the Directors, comprised:
Wages and salaries
Social security costs
Pension costs
Long-term employee incentive costs
Total staff remuneration
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
Notes
74.4
8.7
2.2
3.1
88.4
56.1
7.2
1.3
2.9
67.5
4, 34
Details of the Directors’ remuneration are included in the Report of the Remuneration Committee on pages 60 to 77.
94
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 8. Auditor’s remuneration
During the year, the Group obtained the following services from its auditor:
Fees payable to Deloitte LLP for the audit of the Company’s financial statements
Fees payable to Deloitte LLP and its associates for the audit of the Company’s subsidiaries
Total Deloitte LLP audit fees
Non-audit services provided by Deloitte LLP and its associates:
Audit-related assurance services
Taxation compliance services
Taxation advisory services
Corporate finance services
Total Deloitte LLP non-audit fees
Total Deloitte LLP fees
Fees payable to other auditors for the audit of the Company’s subsidiaries
Year ended
31 December
2016
£’000
Year ended
31 December
2015
£’000
381
178
559
62
55
102
—
219
778
42
294
148
442
129
40
93
155
417
859
41
Details of the Group’s policy on the use of the auditor for non-audit services and how the auditor’s independence
and objectivity were safeguarded are set out in the Audit Committee Report on page 55. No services were
provided pursuant to contingent fee arrangements. In the prior year, the corporate finance services provided
were in respect of the Group’s acquisition of the Menulog Group.
9. Other gains and losses
Gain on disposal of Benelux businesses
Movement in minority shareholders’ buy-out provision
Gain on disposal of Achindra Online Marketing Private Limited
Losses on financial instruments
Fair value gain/(loss) on other investments
Other (losses)/gains
Net other gains/(losses)
Notes
31
16
35
17
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
18.7
—
—
—
0.5
(0.4)
0.1
—
(0.2)
3.0
(3.9)
(0.1)
0.5
(0.7)
On 2 August 2016, the Group disposed of its Benelux operations (The Netherlands and Belgium) to Takeaway.com,
which resulted in a gain on disposal of £18.7 million (see Note 31).
In January 2015, the Group recognised a gain of £3.0 million on the sale of its entire shareholding in Achindra
Online Marketing Private Limited, the Group’s Indian associated undertaking.
During the year ended 31 December 2015, a net loss of £3.9 million was recognised on two derivatives taken out
to hedge the sterling amount of the Menulog Group acquisition consideration, which was payable in Australian
dollars. The net loss comprised a £4.6 million loss on one hedge and a £0.7 million gain on another hedge.
95
Financial statementswww.justeatplc.com 10. Finance income and finance costs
Interest received on bank deposits
Total finance income
Bank interest and charges
Total finance costs
11. Taxation
Current taxation
Current year
Adjustment for prior years
Deferred taxation
Temporary timing differences
Adjustment for prior years
Effect of tax rate change
Total tax charge for the year
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
0.6
0.6
0.6
0.6
0.4
0.4
0.6
0.6
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
Notes
29.0
0.1
29.1
(8.6)
(0.7)
0.1
(9.2)
19.9
15.8
0.1
15.9
(4.4)
0.1
—
(4.3)
11.6
18
18
18
UK corporation tax was calculated at 20 per cent (2015: 20.25 per cent) of the taxable profit for the year. As announced
in the March 2014 Budget, the standard rate of corporation tax in the UK changed from 21 per cent to 20 per cent
with effect from 1 April 2015.
As announced in the Summer 2015 Budget, the government announced a reduction in the standard rate of
corporation tax in the UK from 20 per cent to 19 per cent, effective from 1 April 2017. The Finance Bill 2016
subsequently reduced the main rate of corporation tax to 17 per cent, effective from 1 April 2020.
Taxation for other jurisdictions was calculated at the rates prevailing in the respective jurisdictions.
Taxation on items taken directly to other comprehensive income was a debit of £0.5 million (2015: £1.2 million credit)
and relates to fair value losses on cash flow hedges which have been reclassified to goodwill.
Taxation on items taken directly to equity in respect of share options was a net credit of £0.8 million (2015: £2.8 million
credit), comprised of a £1.2 million credit relating to current tax and a £0.4 million debit relating to deferred tax.
More information on the calculation of deferred tax is provided in Note 18.
96
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 11. Taxation continued
The total tax charge for the year can be reconciled to the profit per the income statement as follows:
Profit before tax
Tax at the UK corporation tax rate
of 20% (2015: 20.25%)
Non-deductible expenditure
Non-taxable income
Share based payments
Profit on the deemed disposals
of businesses
Adjustments in respect of prior periods
Effect of different tax rates of subsidiaries
operating in other jurisdictions
Other overseas taxes
Change in unrecognised deferred tax asset
Reduction in UK tax rate
Total tax charge for the year
Effective tax rate
Year ended
31 December 2016
Before
adjusting
items
£m
Adjusting
items
£m
106.2
(14.9)
21.2
1.0
(5.3)
—
—
(0.7)
(1.1)
8.2
1.5
0.1
24.9
23.4%
(2.9)
2.0
—
0.1
(3.8)
0.1
(1.4)
—
0.9
—
(5.0)
Year ended
31 December 2015
Before
adjusting
items
£m
Adjusting
items
£m
53.6
(19.0)
10.9
1.2
(2.6)
—
—
0.2
(0.6)
3.5
0.7
—
13.3
(3.9)
2.3
0.1
0.2
(0.6)
—
(0.4)
0.6
—
—
(1.7)
Total
£m
91.3
18.3
3.0
(5.3)
0.1
(3.8)
(0.6)
(2.5)
8.2
2.4
0.1
19.9
Total
£m
34.6
7.0
3.5
(2.5)
0.2
(0.6)
0.2
(1.0)
4.1
0.7
—
11.6
21.8%
24.8%
33.5%
The effective tax rate on underlying profits (“Underlying ETR”) was 23.4 per cent (2015: 24.8 per cent). Underlying
profit is defined as profit before tax before long-term employee incentive costs, exceptional items, other gains
and losses, foreign exchange gains and losses and amortisation in respect of acquired intangible assets.
The total tax charge of £19.9 million (2015: £11.6 million) is made up of: a current tax charge of £29.1 million
(2015: £15.9 million), primarily consisting of corporate tax arising in the UK, Denmark, France and Switzerland;
and a deferred tax credit of £9.2 million (2015: £4.3 million) resulting from the recognition of a deferred tax asset
on losses arising in Australia and the unwind of deferred tax liabilities arising on acquired intangibles.
As a result of the geographical spread of the Group’s operations and the varied, increasingly complex nature of
local and global tax law, there are some transactions for which the ultimate tax determination is uncertain during
the ordinary course of business. The provision held in relation to uncertain tax items totalled £9.8 million as at
31 December 2016.
We expect our Underlying ETR to trend towards the UK prevailing corporation tax rate. However, the Group’s future
tax charge and actual underlying ETR will be driven by a number of factors including: the timing of the recognition
of tax losses; changes in the mix of our business profits; local or international tax reform (for example any arising
from the implementation of the OECD’s BEPS actions and EU state aid investigations); new challenges by the tax
authorities or the resolution of ongoing points raised by tax authorities; and the impact of any acquisitions, disposals
or restructurings.
97
Financial statementswww.justeatplc.com 11. Taxation continued
Deferred tax assets arising from temporary differences have not been recognised in tax jurisdictions where
there is insufficient evidence that the asset will be recovered. The amount of the asset not recognised as at
31 December 2016 was £18.0 million (2015: £6.3 million). The asset would be recognised if sufficient suitable
taxable profits were made in the future and the recovery of the asset became probable.
Deferred tax assets not recognised
Accelerated capital allowances
Short-term timing differences
Unrelieved tax losses1
Share based payments
Unrelieved tax losses in joint venture and associates
Total
As at
31 December
2016
£m
As at
31 December
2015
£m
1.2
0.2
15.6
—
1.0
18.0
0.9
—
4.2
0.5
0.7
6.3
1. The majority of the Group’s tax losses for which no deferred tax has been recognised do not expire. A total of £7.6 million of gross losses (unrecognised deferred tax
asset of £2.3 million) expire in five to ten years’ time and a £4.2 million of gross losses (unrecognised deferred tax asset of £1.1 million) expire in 15 to 20 years’ time.
12. Earnings per share
Basic earnings per share was calculated by dividing the profit for the year attributable to the shareholders of the
Company by the weighted average number of shares outstanding during the year, excluding unvested shares held
pursuant to the Group’s JSOP and SIP.
Diluted earnings per share was calculated by adjusting the weighted average number of shares outstanding to
assume conversion of all potentially dilutive shares. The Group had potentially dilutive shares in the form of share
options and unvested shares held pursuant to the Group’s JSOP and SIP.
Adjusted earnings per share is the main measure of earnings per share used by the Group and is calculated using
an underlying profit measure attributable to the holders of Ordinary Shares in the Parent, which is defined as
profit attributable to the holders of Ordinary Shares in the Parent, before long-term employee incentive costs;
exceptional items; other gains and losses; foreign exchange gains and losses; amortisation of acquired intangible
assets; and the tax impact of the adjusting items.
Basic and diluted earnings per share have been calculated as follows:
Profit attributable to the holders of Ordinary Shares in the Parent
Long-term employee incentive costs
Exceptional items
Net other (gains)/losses
Net foreign exchange losses/(gains)
Amortisation in respect of acquired intangible assets (including associates)
Tax impact of the adjusting items
Adjusted profit attributable to the holders of Ordinary Shares in the Parent
Weighted average number of Ordinary Shares for basic earnings per share
Effect of dilution:
– Share options and awards
– Unvested JSOP shares
– Shares held in escrow
Notes
4, 34
5
9
11
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
71.7
3.1
14.6
(18.8)
0.2
15.8
(5.0)
81.6
23.1
2.9
6.6
0.7
(0.1)
8.9
(1.7)
40.4
Number of shares (‘000)
Year ended
31 December
2016
Year ended
31 December
2015
Note
669,462
616,111
6,420
3,547
48
6,329
9,243
—
31
Weighted average number of Ordinary Shares adjusted for the effect of dilution
679,477
631,683
98
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 12. Earnings per share continued
Earnings per Ordinary Share
Basic
Diluted
Adjusted earnings per Ordinary Share
Basic
Diluted
13. Goodwill
At 1 January
Recognised on acquisition of subsidiaries
Foreign exchange movements
At 31 December
Year ended
31 December
2016
Pence
Year ended
31 December
2015
Pence
10.7
10.5
12.2
12.0
2016
£m
457.1
181.2
86.9
725.2
3.8
3.7
6.6
6.4
2015
£m
51.2
415.3
(9.4)
457.1
Accumulated impairment losses as at 31 December 2016 were £nil. As at 31 December 2015, accumulated impairment
losses were £5.3 million and related to the Group’s Dutch subsidiary, which was sold during 2016 (see Note 31).
Goodwill has arisen on the acquisition of businesses and is attributable to the future growth of the acquired
businesses, through expansion of their networks of Restaurant Partners and the number of orders per restaurant;
anticipated future operating synergies; and the ability to leverage the Group’s existing intellectual property in
new markets around the world. In addition, the goodwill balances represented the value of the businesses’ active
consumer bases and assembled workforce, which do not meet the recognition criteria of an intangible asset.
Goodwill acquired in a business combination is allocated on acquisition to the cash-generating units (“CGUs”) that
are expected to benefit from that business combination. The carrying amount of goodwill has been allocated
as follows:
CGU
Acquisitions (including subsidiaries)
Australia & New Zealand (“ANZ”)
SkipTheDishes (“Skip”)
Spain (“ES”)
Italy (“IT”)
France (“FR”)
Mexico (“MX”)
Other CGUs
Total goodwill
Menulog Group Limited
SkipTheDishes Restaurant Services Inc.
SinDelantal Internet, S.L., La Nevera Roja
Click Eat, Jeb Srl, Clicca e Mangia, PizzaBo/hellofood Italy
FBA Invest SaS
SinDelantal Mexico SA de CV, hellofood Mexico
Goodwill allocated by CGU
as at 31 December
2016
£m
456.0
92.5
56.0
40.8
42.3
20.3
17.3
725.2
2015
£m
384.9
—
2.4
4.5
36.5
13.4
15.4
457.1
The Group tests goodwill annually for impairment or more frequently if there are indications of impairment.
The recoverable amounts of the CGUs are determined from value-in-use calculations. The key assumptions used
in the value-in-use calculations are the discount rate and the anticipated future cash flows (which is a function
of increases in the number of orders generated and increases in costs, together with other factors). Management
uses pre-tax discount rates that reflect current market assessments of the time value of money and the risks
specific to the particular CGU. The assumptions on growth in orders, revenues, costs and future cash flows are
based on past experience, recent results and management’s future expectations.
The main drivers for future order growth are the continued investment in marketing, which helps drive brand
awareness and drive consumer traffic to the Group’s platforms, and the investment in technology which ensures
the platforms are stable, secure, efficient and scalable. This investment ensures that both the relevant overall
market as well as the CGU’s market share increases over the medium to long term.
99
Financial statementswww.justeatplc.com 13. Goodwill continued
The Group prepares cash flow forecasts based on the most recent financial budgets approved by the Board.
Management expects that some markets will enjoy a period of sustained high growth continuing from the end of
the current budgetary cycle to maturity (the medium term). A suitable medium-term growth rate, based on previous
experience of growth rates (including historical growth rates of all CGUs), has been applied individually to reflect
each CGU’s activity in this period. After this, a long-term growth rate is applied. Management typically forecasts
for periods up to five years, but there are some CGUs that are forecasted for longer periods. These CGUs are
located in immature markets which are currently lacking penetration, and where future investment in the
business is expected to result in its long-term growth being achieved outside of five years. For these CGUs, the
Directors believe it is appropriate to use forecasts extending beyond five years as they correlate with our
experience in similar markets.
ANZ
Skip
ES
IT
FR
MX
Other 1
Value-in-use assumptions
Pre-tax discount rate
Terminal growth rate
Number of years forecasted before terminal growth
rate applied
11.8% 11.3% 15.0% 16.1% 12.5% 15.4% 9.3–11.8%
1.7–2.4%
2.7%
3.6%
2.2%
1.9%
1.9%
1.5%
5
6
5
6
5
8
5–6
1. Of the other CGUs only the Canadian CGU had a forecast period over five years. It had a forecast period of six years.
For all CGUs, the value-in-use exceeds of the carrying value of the CGU. As a result, no impairments were required
either in the current or prior year.
Sensitivity analysis
The Group has conducted a sensitivity analysis on the impairment test for each CGU. This included reducing the
anticipated future cash flows and increasing the discount rates. With the exception of the Australian & New Zealand
and Mexican CGUs, no reasonably expected change in the key assumptions used in the value-in-use calculations
would give rise to an impairment charge.
Sensitivity assumptions
Sensitised discount rate applied
Sensitised cash flows1
ANZ
Skip
ES
IT
FR
MX
Other
13.8% 13.3% 17.5% 18.1% 14.5% 17.4% 11.3–13.8%
36.2% 32.4% 47.1% 38.3% 43.2% 61.7% 22.3–55.7%
1. When sensitising each CGU’s cash flows, a “downside” cash flow forecast is prepared (by reducing the cash flows in each year of the forecast) rather than reducing the cash
flows by a set percentage. The above disclosure shows the decline of the forecasted cash flows in the final year of the forecast, before long-term growth rates are applied.
The sensitised discount rate (of 13.8 per cent) applied to the ANZ CGU would result in an impairment of £17.4 million.
In order for no impairment to occur, the sensitised discount rate would need to be 13.3 per cent, or lower. The
sensitised discount rate applied to the MX CGU does not result in an impairment.
The sensitised cash flows applied in ANZ and MX would result in impairments of £109.5 million and £17.0 million,
respectively. In order for no impairment to occur, the sensitised cash flows would need to be 30.8 per cent and
54.1 per cent, respectively, lower than the base case cash flow (in year five for ANZ and year eight for MX), or less.
100
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 14. Other intangible assets
Cost
At 1 January 2015
Recognised on acquisition of subsidiaries
Additions
Foreign exchange movements
At 31 December 2015
Recognised on acquisition of subsidiaries
Additions
On disposal of subsidiary
Foreign exchange movements
At 31 December 2016
Amortisation
At 1 January 2015
Charge for the year
Foreign exchange movements
At 31 December 2015
Charge for the year
On disposal of subsidiary
Foreign exchange movements
At 31 December 2016
Carrying amount
At 31 December 2016
At 31 December 2015
Patents, licences
and IP
£m
Notes
Restaurant
contracts
£m
Brands
£m
Development
costs
£m
31
5.9
3.4
3.3
(0.3)
12.3
3.9
0.6
—
0.9
17.7
1.9
3.7
(0.2)
5.4
3.7
—
0.3
9.4
8.3
6.9
7.7
47.6
—
(1.3)
54.0
14.5
—
(1.6)
10.2
77.1
2.9
5.2
(0.1)
8.0
10.4
(1.6)
1.9
18.7
58.4
46.0
Total
£m
18.3
65.9
6.0
(2.1)
88.1
26.3
11.1
(1.6)
14.2
138.1
5.6
10.3
(0.4)
15.5
18.1
(1.6)
2.7
34.7
4.7
14.9
—
(0.5)
19.1
7.9
—
—
3.1
30.1
0.8
1.3
(0.1)
2.0
2.9
—
0.5
5.4
—
—
2.7
—
2.7
—
10.5
—
—
13.2
—
0.1
—
0.1
1.1
—
—
1.2
24.7
17.1
12.0
2.6
103.4
72.6
All intangible assets have finite lives. The cash outflow in respect of additions of intangible assets was £11.7 million
(2015: £4.8 million). Of the amortisation charge for the year ended 31 December 2016, £15.5 million (2015: £8.6 million)
related to acquired intangible assets and £2.6 million (2015: £1.7 million) related to other intangible assets.
Patents, licences and IP
Business combinations generally include patents and intellectual property which predominantly relates to
acquired operating platforms such as websites and apps. Software licences are also included in this category.
The amortisation period for patents, licences and IP is between three and five years. The average remaining
amortisation period is 0.9 years.
Restaurant contracts
Restaurant contracts are generally the primary revenue-generating assets of a business combination. They are
the acquired contractual agreements between the business and the restaurants. The amortisation period for
restaurant contracts is between three and ten years. The average remaining amortisation period is 2.6 years.
As at 31 December 2016 the restaurant contracts carrying amount of £58.4 million (2015: £46.0 million) included
£40.7 million (2015: £40.7 million) in respect of the restaurant contracts acquired as part of the June 2015 acquisition
of Menulog and £7.5 million in respect of the restaurant contracts acquired as part of the December 2016 acquisition
of SkipTheDishes. The remaining amortisation periods for these assets were 5.5 years and 7.0 years, respectively.
101
Financial statementswww.justeatplc.com
14. Other intangible assets continued
Brands
Brand names are primarily business to consumer brands that are acquired as part of a business combination.
The amortisation period for brands are between three and ten years. The average remaining amortisation
period is 2.8 years.
As at 31 December 2016 the brands carrying amount of £24.7 million (2015: £17.1 million) included £12.9 million
(2015: £12.2 million) in respect of the brands acquired as part of the June 2015 acquisition of Menulog and
£6.1 million in respect of the brand acquired as part of the December 2016 acquisition of SkipTheDishes.
The remaining amortisation periods of these assets were 8.5 years and 5.0 years, respectively.
Development costs
The costs incurred by the Group in the development of websites and apps are classified in this category. Work
in progress of £6.5 million is included in development costs (2015: £0.7 million). Work in progress is not amortised
until the asset is available for use.
The amortisation period for development is three years. The average remaining amortisation period, excluding work
in progress is 2.5 years.
15. Property, plant and equipment
Cost
At 1 January 2015
Additions
Acquisition of subsidiaries
Foreign exchange movements
Disposals
At 31 December 2015
Additions
Acquisition of subsidiaries
Foreign exchange movements
Disposals
At 31 December 2016
Accumulated depreciation
At 1 January 2015
Charge for the year
Disposals
At 31 December 2015
Foreign exchange movements
Charge for the year
Disposals
At 31 December 2016
Carrying amount
At 31 December 2016
At 31 December 2015
Fixtures and
fittings
£m
Equipment
£m
Leasehold
improvements
£m
Notes
31
3.9
1.1
—
(0.1)
(0.2)
4.7
1.3
—
0.2
(0.1)
6.1
1.9
1.1
(0.2)
2.8
0.1
1.5
(0.3)
4.1
2.0
1.9
9.2
4.0
0.3
(0.3)
(1.2)
12.0
7.2
0.2
1.5
(5.7)
15.2
5.3
2.5
(1.1)
6.7
0.6
4.1
(4.7)
6.7
8.5
5.3
2.1
0.7
—
—
—
2.8
1.0
—
0.1
—
3.9
0.8
0.6
—
1.4
—
0.6
—
2.0
1.9
1.4
Total
£m
15.2
5.8
0.3
(0.4)
(1.4)
19.5
9.5
0.2
1.8
(5.8)
25.2
8.0
4.2
(1.3)
10.9
0.7
6.2
(5.0)
12.8
12.4
8.6
All tangible assets have finite lives. The useful economic life of all asset categories is three years. The exception
to this is leasehold improvement assets, which are depreciated over the life of the lease or a shorter term if
deemed appropriate.
At 31 December 2016, the Group had entered into contractual commitments for the acquisition of property,
plant and equipment totalling £nil (2015: £0.4 million).
102
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016
16. Investments in associates
Carrying value of associates under equity accounting method:
At 1 January
Investment in IF-JE Holdings B.V.
Increase in investment in IF-JE Participações Ltda
Share of results of associates IF-JE Holdings B.V.
Share of results of associates IF-JE Participações Ltda
Foreign exchange movements
At 31 December
2016
£m
16.6
3.4
2.1
(0.1)
—
7.7
29.7
2015
£m
13.2
—
9.1
—
(2.2)
(3.5)
16.6
IF-JE Holdings B.V. (“IF-JE NL”)
On 20 July 2016, the Company’s subsidiary Just Eat Holding Limited acquired a 33 per cent stake in IF-JE Holdings BV
(“IF-JE NL”) for a total consideration of £3.4 million. This associate is 67 per cent owned by Movile Mobile Commerce
Holdings S.L. On 2 August 2016, the Group sold a 49 per cent stake in its enlarged Mexican business to IF-JE NL
(see Note 30).
Cash outflow on acquisition of interests in associates
During the year ended 31 December 2016 the cash outflow on acquisition of interests in associates was £7.2 million.
This was comprised of £3.8 million (2015: £3.4 million) of deferred consideration in respect of the 2015 acquisition
of an additional 5 per cent stake in IF-JE Participações Ltda (“IF-JE”) and £3.4 million in respect of the amount
invested in IF-JE NL (see above).
Achindra Online Marketing Private Limited (“justeat.in”)
In January 2015, the Group sold its shares in Achindra Online Marketing Private Limited to foodpanda for a gain
on disposal of £3.0 million (see Note 9) and net cash proceeds of £3.1 million.
IF-JE
The only material associate held by the Group is IF-JE, in which it has a 30 per cent stake, for which summarised
consolidated financial information is set out below:
Revenues
Underlying EBITDA
Profit/(loss) after tax
Group’s share of the loss after tax
Group’s share of total comprehensive income
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
28.8
1.9
0.1
—
—
8.9
(6.3)
(7.3)
(2.2)
(2.2)
The profit after tax and total comprehensive income were entirely derived from continuing activities.
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets and total equity
The Group’s share of interest in associated undertaking’s net assets
Carrying value of interest in associated undertaking
As at
31 December
2016
£m
As at
31 December
2015
£m
34.3
18.5
(5.3)
(17.3)
30.2
9.2
26.4
8.9
4.0
(0.4)
(5.4)
7.1
2.1
16.6
103
Financial statementswww.justeatplc.com 17. Other investments
At 1 January
Investment in Flypay
Other investments
Fair value measurement through profit or loss
At 31 December
2016
£m
0.1
3.5
—
0.5
4.1
2015
£m
—
—
0.2
(0.1)
0.1
Other investments are available-for-sale financial assets which are measured at fair value using level 3 measurements
(being valuation techniques that include inputs that are not based on observable data). Gains and losses arising
from changes in fair value are included in the income statement.
On 28 September 2016, the Group acquired an 8 per cent shareholding in Flypay Limited (“Flypay”) for £3.5 million.
The level 3 measurement techniques and inputs applied in fair valuing Flypay included a comparison to valuations
used by other comparable companies that have recently raised capital.
18. Deferred taxation
Deferred taxation is provided for as follows:
Losses
(assets)
£m
Share based
payment
(assets)
£m
Short-term
temporary
differences
(assets)
£m
Short-term
temporary
differences
(liabilities)
£m
Acquired
intangibles
(assets)
£m
At 1 January 2015
Credit/(debit) to the
income statement
Credit to equity
Prior year adjustment
Foreign exchange movements
Amounts arising on acquisition
of subsidiaries
At 31 December 2015
Credit to the income statement
Effect of rate change
Debit to equity
Foreign exchange movements
Prior year adjustment
Amounts arising on acquisition
of subsidiaries (Note 31)
As at 31 December 2016
0.5
2.0
—
—
(0.1)
1.0
3.4
3.7
—
—
1.0
0.3
2.4
10.8
1.3
0.2
0.9
—
—
—
2.4
0.3
—
(0.4)
—
—
—
2.3
0.7
—
—
(0.1)
—
—
0.6
0.3
(0.1)
—
—
0.4
—
1.2
—
(0.2)
—
—
—
—
(0.2)
—
—
—
—
—
—
(0.2)
—
0.1
—
—
—
—
0.1
—
—
—
—
—
—
0.1
Analysed as:
Deferred tax liabilities
Deferred tax assets
Acquired
intangibles
(liabilities)
£m
(2.9)
2.3
—
—
0.5
(19.6)
(19.7)
4.3
—
—
(3.4)
—
(6.9)
(25.7)
Total
£m
(0.4)
4.4
0.9
(0.1)
0.4
(18.6)
(13.4)
8.6
(0.1)
(0.4)
(2.4)
0.7
(4.5)
(11.5)
As at
31 December
2016
£m
As at
31 December
2015
£m
(25.9)
14.4
(11.5)
(19.9)
6.5
(13.4)
Deferred tax is provided in respect of temporary differences that have originated but not reversed at the balance
sheet date and is determined using the tax rates that are expected to apply when the temporary differences
reverse. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered.
104
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016
19. Inventories
Finished goods
As at
31 December
2016
£m
As at
31 December
2015
£m
1.7
1.2
Inventories comprise packaging materials and consumable items sold to restaurants and JCTs and Orderpads held in
the United Kingdom prior to their sale to other Group companies. There is no material difference between the
balance sheet value of inventories and its replacement cost.
20. Trade and other receivables
Amount receivable for the provision of services
Allowance for doubtful debts
Trade receivables
Other receivables
Hungryhouse deposit (see Note 31)
Prepayments
Total trade and other receivables
As at
31 December
2016
£m
As at
31 December
2015
£m
3.0
(0.9)
2.1
11.7
6.0
6.7
26.5
2.3
(1.0)
1.3
4.7
—
4.5
10.5
Trade receivables
Trade receivables are recognised and carried at the lower of their original invoiced value and their recoverable
amount. The average age of the trade receivables as at 31 December 2016 was 74 days (2015: 96 days). As at
31 December 2016, 33 per cent (2015: 20 per cent) of the trade receivables were less than 30 days old, 15 per cent
(2015: 11 per cent) were between 30 and 60 days old, 7 per cent (2015: 7 per cent) were between 60 and 90 days
old and 45 per cent (2015: 62 per cent) were over 90 days old.
The Group has reviewed all balances and has made an allowance for debts which are considered unlikely to be
collectable based on past default experience and an analysis of the counterparty’s current financial position.
Allowances against doubtful debts are recognised against trade receivables.
Trade receivables disclosed above include amounts which are past due at the reporting date but against which
the Group has not recognised an allowance for doubtful receivables because there has not been a significant
change in credit quality and the amounts are still considered recoverable.
The Group does not hold any collateral or other credit enhancements over these balances.
Movement in the allowance for doubtful debts
At 1 January
Foreign exchange movements
Impairment losses recognised
Amounts written off during the year
Amounts recovered during the year
At 31 December
2016
£m
1.0
0.1
0.7
(0.9)
—
0.9
2015
£m
0.7
—
0.9
(0.5)
(0.1)
1.0
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of
the trade receivable from the date credit was initially granted up to the reporting date. The concentration of credit
risk is limited due to the consumer base being large and unrelated. The Directors consider that the carrying amount
of trade and other receivables, after taking into account the allowance for doubtful debts, is approximately equal
to their fair value. At 31 December 2016, £0.9 million (2015: £1.0 million) of the allowance for doubtful debts was
in respect of receivables more than 120 days old.
Other receivables
At 31 December 2016, other receivables of £11.7 million (2015: £4.7 million) included amounts due from loans
made to the participants of the JSOP of £1.7 million (2015: £3.7 million). The carrying amounts of these assets
approximates to their fair value.
105
Financial statementswww.justeatplc.com 21. Trade and other payables
Trade payables
Other payables and accruals
Other taxes and social security
Total trade and other payables
As at
31 December
2016
£m
As at
31 December
2015
£m
52.7
49.1
10.3
112.1
54.0
37.4
8.0
99.4
Trade payables and other payables and accruals principally comprise amounts outstanding for trade purchases and
administrative costs. Included in trade payables are amounts owed to restaurants of £33.8 million (2015: £43.8 million)
which are now typically settled on a weekly basis (2015: typically fortnightly). The average period for which amounts
were due to Restaurant Partners was four days (2015: eight days). For most suppliers no interest is charged on
the trade payables for at least the first 30 days from the date of the invoice.
The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed
credit terms. The Directors consider that the carrying amount of trade payables approximates to their fair value.
22. Deferred revenues
Current deferred revenues
Non-current deferred revenues
Total deferred revenues
As at
31 December
2016
£m
As at
31 December
2015
£m
3.8
0.9
4.7
3.7
1.1
4.8
Equipment supplied to restaurants is invoiced upfront. These revenues are deferred over 36 months. A connection fee
is also charged when restaurants join the network. These revenues are recognised over a 12-month period.
In addition, the Group’s Danish, French and Swiss based Restaurant Partners pay an annual subscription fee.
These revenues are recognised over a 12-month period.
23. Provisions for liabilities
At 1 January
Recognised on acquisition (see Note 31)
Additional provision in the year
Utilisation of provision
Released during the year
Transferred to trade and other payables
Unwinding of discount
Foreign exchange movements
At 31 December
Contingent
Consideration
£m
Other
provisions
£m
0.2
40.8
—
(0.1)
—
—
—
0.2
41.1
9.4
—
7.2
(0.8)
(1.5)
(0.2)
0.2
1.3
15.6
Total
2016
£m
9.6
40.8
7.2
(0.9)
(1.5)
(0.2)
0.2
1.5
56.7
Total
2015
£m
9.5
6.7
3.9
(3.1)
(3.4)
(3.9)
0.2
(0.3)
9.6
106
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 23. Provisions for liabilities continued
This is split between current and non-current liabilities as follows:
Current
Non-current
Total provisions for liabilities
As at
31 December
2016
£m
As at
31 December
2015
£m
13.6
43.1
56.7
0.3
9.3
9.6
Contingent consideration in respect of the SkipTheDishes acquisition
The consideration for SkipTheDishes included £40.8 million of contingent consideration. The consideration
is payable in 2018 and 2019 and is contingent upon the performance of SkipTheDishes in 2017 and 2018.
The consideration is recorded at fair value, which is the present value of the expected cash outflows of the
obligation. It has been assumed that the business will perform in-line with its current business plans. The
discount rate applied to the obligation was 1.73 per cent.
A ten per cent increase in revenues would have no impact on the provision, as the contingent consideration
is capped. A ten per cent decrease in revenues however would reduce the provision by £9.6 million.
Half a per cent increase or decrease in the discount rate would decrease or increase the liability by £0.4 million
and £0.4 million, respectively. Changes in the discount rate do not impact on the Group’s estimate of the final
consideration payable. Future movements in the liability will be recognised within other gains and losses.
Buy-out of minority shareholder
As at 31 December 2016, other provisions included £9.1 million (2015: £9.1 million) in respect of the Group’s
commitment to buy out the minority shareholder of FBA Invest SaS, in 2017. The amount payable is dependent
on the result of the Group’s French business for 2016 and its future result for 2017. Movements in the provision,
other than its utilisation, are charged/credited to other gains and losses (see Note 9).
hungryhouse transaction costs
On 15 December 2016, the Group announced its intention to acquire hungryhouse. As at 31 December 2016 other
provisions included £5.0 million (2015: £nil) in respect of transaction costs in respect of this acquisition. The final
amounts payable are contingent upon the successful completion of the transaction.
Social security costs on exercise of employee share options
As at 31 December 2016, the Group provided for £0.5 million (2015: £0.3 million) of employer’s social security
costs that crystallise on the exercise of share options by employees.
Increased stake in IF-JE
On 11 February 2015, the Group acquired a further 5 per cent stake in IF-JE. The consideration payable of £6.7 million
was dependent upon the performance of IF-JE for the period to 31 October 2015, and was payable in instalments
over the period to 31 October 2016. The cash outflow during the year ended 31 December 2015 was £2.8 million,
with £3.9 million transferred to creditors once the amount of consideration payable was determined.
24. Other long-term liabilities
Software license creditors
Total other long-term liabilities
As at
31 December
2016
£m
As at
31 December
2015
£m
0.3
0.3
0.6
0.6
As at 31 December 2016, the other long-term creditor is payable in 2018 and relates to the purchase of a
software licence.
107
Financial statementswww.justeatplc.com 25. Share capital
At 1 January
Placing and open offer
Issue of shares (see Note 31)
Options exercised (see Note 34)
At 31 December
2016
2015
Ordinary
shares
million
675.4
—
1.0
2.1
678.5
Total
£m
6.8
—
—
—
6.8
Ordinary
shares
million
568.1
105.4
—
1.9
675.4
Total
£m
5.7
1.1
—
—
6.8
On 20 December 2016, the Group issued 1.0 million new one pence Ordinary Shares which formed £6.2 million of the
SkipTheDishes acquisition consideration (see Note 31). These shares will be held in escrow until 14 December 2017.
On 11 June 2015, the Group raised £435.6 million (net of costs) through a placing and open offer of 105.4 million new
one pence Ordinary Shares at a price of 425 pence per share. The proceeds were principally used to fund the
acquisition of the Menulog Group. Costs of £12.4 million that related directly to the placing and open offer have
been deducted from the share premium account.
Ordinary Shares
Ordinary Shares have a par value of £0.01 each and entitle the holders to receive notice, attend, speak and vote
at general meetings. Holders of Ordinary Shares are entitled to distributions of available profits pro-rata to their
respective holdings of shares.
26. Share premium account
At 1 January
Placing and open offer
Placing and open offer costs
Issue of shares as part consideration for the acquisition of SkipTheDishes
Options exercised
At 31 December
27. Translation reserve
At 1 January
Exchange differences on translation of foreign operations – Group
Exchange differences on translation of foreign operations – Associates
Transfer to the income statement
At 31 December
Notes
25
25
25
Notes
16
As at
31 December
2016
£m
As at
31 December
2015
£m
555.5
—
—
6.2
0.5
562.2
120.5
446.9
(12.4)
—
0.5
555.5
As at
31 December
2016
£m
As at
31 December
2015
£m
(11.0)
97.9
7.7
0.1
94.7
0.4
(7.8)
(3.5)
(0.1)
(11.0)
Exchange differences relating to the translation of the net assets, income and expenses of the Group’s foreign
operations, from their functional currency into the Group’s reporting currency, being pound sterling, are recognised
directly in the translation reserve.
108
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 28. Other reserves
At 1 January 2015
Treasury shares
Exercise of JSOP awards
Net fair value losses on cash flow hedges
Income tax related to net fair value losses on cash flow hedges
Net fair value losses on cash flow hedges reclassified to goodwill
At 31 December 2015
Treasury shares
Exercise of JSOP awards
Fair value gains on cash flow hedges
Income tax related to fair value gains on cash flow hedges
Net fair value gains on cash flow hedges reclassified to goodwill
At 31 December 2016
Merger
reserve
£m
Treasury shares
reserve
£m
Cash flow
hedging reserve
£m
1.9
—
—
—
—
—
1.9
—
—
—
—
—
1.9
(8.6)
(0.1)
0.4
—
—
—
(8.3)
(0.5)
0.5
—
—
—
(8.3)
—
—
—
(6.2)
1.2
5.0
—
—
—
1.8
(0.5)
(1.3)
—
Total
£m
(6.7)
(0.1)
0.4
(6.2)
1.2
5.0
(6.4)
(0.5)
0.5
1.8
(0.5)
(1.3)
(6.4)
Merger reserve
In July 2009 a Group reorganisation was undertaken. Under this reorganisation, Ordinary Shares were issued and
cancelled and Preference A shares were issued. This was treated as a common control transaction under IFRS as
the ultimate shareholders and their relative rights were the same before and afterwards. This reserve represents
the difference between the nominal value of the shares issued and the nominal value of the shares on the Group
reorganisation in July 2009. The balance of this account has not changed and remains at £1.9 million as at
31 December 2016.
Treasury shares reserve
This reserve arose when the Group issued equity share capital under its JSOP and SIP, which are held in trust
by the Trustee of one of the Group’s Employee Benefit Trusts (“EBTs”). See Note 34 for more information
on the JSOP and SIP.
Cash flow hedging reserve
The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes
in the fair value of hedging instruments entered into for cash flow hedges. The cumulative gains or losses arising
on the hedging instruments are recognised in the cash flow hedging reserve. These gains or losses are reclassified
to profit or loss when the hedged transaction affects the income statement, or included as a basis adjustment to the
non-financial hedged item, consistent with the Group’s accounting policy.
29. Retained earnings
At 1 January
Profit attributable to owners of the Company
Credit to equity in respect of the share based payment charge
Tax on share options
Partial disposal of Mexican business
Acquisition of minority interest in Eat.ch GmbH
At 31 December
Notes
4, 34
11
30
2016
£m
80.6
71.7
2.8
0.8
4.8
—
160.7
2015
£m
63.1
23.1
2.6
2.8
—
(11.0)
80.6
109
Financial statementswww.justeatplc.com 30. Non-controlling interests
At 1 January
Share of net losses for the year
Foreign exchange movements
Adjustment on partial disposal of Mexican business
Adjustment to NCI in respect of funding provided by minority interests
Adjustment to NCI on purchase of minority interest in Eat.ch GmbH
At 31 December
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
0.4
(0.3)
(0.2)
7.3
0.5
—
7.7
0.8
(0.1)
—
—
—
(0.3)
0.4
On 2 August 2016, the Group sold 49 per cent of its Mexican business, which includes El Cocinero a Cuerda SL
(“ECAC”), and its subsidiaries: SinDelantal Mexico SA de CV; and Inversiones Hellofood S. de R.L. de C.V. to IF-JE NL,
for consideration of £12.1 million. The Group retained control of ECAC and its subsidiaries. As the Group also holds
33 per cent of the shares in IF-JE NL, the Group’s holding in ECAC and its subsidiaries is 67 per cent using the
“indirect method”. The Group recognised a net gain on the disposal of £4.8 million which was recorded in equity.
The cash inflow on the partial disposal was £9.3 million, with the remaining consideration being outstanding at
31 December 2016.
On the 22 January 2015 the Group acquired the minority shareholdings in Eat.ch GmbH, its Swiss trading subsidiary.
The net cash outflow on the acquisition of the additional stake was £11.3 million.
The following table sets out the summary consolidated financial information in respect of FBA Invest SaS and ECAC.
FBS Invest SaS
ECAC
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
Period ended
31 December
2016
£m
20.8
3.9
1.3
13.6
2.3
0.3
0.7
(1.8)
(1.6)
FBS Invest SaS
ECAC
As at
31 December
2016
£m
As at
31 December
2015
£m
As at
31 December
2016
£m
9.4
1.7
11.1
2.7
13.8
(9.6)
—
(9.6)
4.2
0.8
7.4
1.0
8.4
0.4
8.8
(7.4)
(0.2)
(7.6)
1.2
0.2
1.1
0.1
1.2
21.5
22.7
(1.5)
—
(1.5)
21.2
6.9
Income statement
Revenues
Underlying EBITDA
Profit/(loss) after tax
Balance sheet
Cash
Other current assets
Total current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Non-controlling interests
110
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 31. Acquisitions and disposals
Acquisitions in the current year
Fair values of net assets acquired
Cash
Intangible assets – Restaurant contracts
Intangible assets – Brand
Intangible assets – Patents, licences and IP
Deferred tax asset in respect of losses
Deferred tax liability in respect of intangible assets
Trade and other receivables
Property, plant & equipment
Trade and other payables
Borrowings
Fair value gains/(losses) on cash flow hedges
Income tax related to fair value losses on cash flow hedges
Assets held for sale – hellofood Brazil
Goodwill
Total consideration
Satisfied by:
Cash consideration
Share consideration
Contingent consideration
Deferred consideration
Total consideration
Net cash outflow arising on acquisition:
Cash consideration
Cash acquired
Net cash outflow
Contribution since control obtained:
Revenues
Underlying EBITDA
LNR/PizzaBo/
HFMX/HFBR 1
£m
Notes
SkipThe
Dishes 2
£m
Total
£m
5.7
14.5
7.9
3.9
2.4
(6.9)
4.9
0.2
(9.2)
(1.0)
1.8
(0.5)
2.1
25.8
181.2
3.9
7.5
7.9
3.9
0.8
(5.2)
3.3
0.1
(5.8)
—
(0.1)
—
—
16.3
92.1
108.4
207.0
60.1
6.2
40.8
1.3
159.7
6.2
40.8
0.3
108.4
207.0
60.1
(3.9)
56.2
1.0
(0.1)
159.7
(5.7)
154.0
1.0
(0.1)
14
14
14
18
18
28
28
13
25
23
1.8
7.0
—
—
1.6
(1.7)
1.6
0.1
(3.4)
(1.0)
1.9
(0.5)
2.1
9.5
89.1
98.6
99.6
—
—
(1.0)
98.6
99.6
(1.8)
97.8
n/a
n/a
None of the business combinations that completed during the year had any goodwill that is expected to be deductible
for tax purposes.
Transaction costs incurred on acquisition were £1.9 million for LNR/PizzaBo/HFMX/HFBR and £1.0 million for
SkipTheDishes.
If the acquisitions had completed on 1 January 2016 they would have contributed the following results for the
year ended 31 December 2016:
Revenues
Underlying EBITDA
LNR/PizzaBo/
HFMX/HFBR 1
£m
n/a
n/a
SkipThe
Dishes 2
£m
12.4
(1.8)
1.
Immediately after acquisition, hellofood Brazil was disposed to IF-JE (an associate of the Group). Also, during the year, the PizzaBo/hellofood Italy, La Nevera Roja and
hellofood Mexico’s businesses were transferred into Just-Eat Italy S.r.l., Just-Eat Spain SLU and SinDelantal Mexico SA de CV, respectively. Because of this, it is not possible
to track separately the results for any of these businesses after their respective transfers. As a result, neither the results since control was obtained nor for the full
year ended 31 December 2016 are able to be disclosed.
2. Due to the limited amount of time since the acquisition of SkipTheDishes, on 14 December 2016, the acquisition accounting is provisional. This includes the valuation
of the acquired intangible assets as some of the inputs to the valuation models were based on estimates.
111
Financial statementswww.justeatplc.com
31. Acquisitions and disposals continued
Net cash outflow on acquisition of businesses
The net cash outflow on acquisition of businesses during the year ended 31 December 2016 as shown in the
previous table was £154.0 million. The amount in the Consolidated Cash Flow Statement also includes £0.7 million
of deferred consideration paid during the year in respect of acquisitions made in previous years. For the year
ended 31 December 2015, the net cash outflow of £448.4 million principally related to the acquisition of the
Menulog Group (£421.4 million).
Acquired businesses
On 5 February 2016 the Group agreed to acquire the entire share capital of La Nevera Roja, PizzaBo and hellofood
in Italy, hellofood Mexico and hellofood Brazil for €125.0 million (£98.6 million). These businesses are in the digital
marketplace for takeaway delivery food in Spain (La Nevera Roja), Italy (PizzaBo and hellofood), Mexico and Brazil.
The acquired businesses are highly complementary to Just Eat’s existing businesses in these important territories
and the acquisition is in line with Just Eat’s strategic ambition to be a market leader in the geographies in which
it operates, bringing scale, focus and new talent to the local operations. Completion of these acquisitions occurred
immediately with the exception of La Nevera Roja which completed on 4 April 2016, following the receipt of approval
from the local competition authority, the Comisión Nacional de los Mercados y la Competencia. hellofood Brazil
was subsequently sold to the Group’s Brazilian associate (IF-JE) for cash consideration of £2.1 million.
On 14 December 2016, the Group agreed to acquire the entire share capital of Restaurants Services Inc.
(“SkipTheDishes”) for an initial consideration of C$110.0 million (£66.3 million). The initial consideration comprised
C$100.0 million (£60.1 million) which was paid in cash immediately on completion and C$10.0 million (£6.2 million)
payable in the form of 1,046,601 new Just Eat Ordinary Shares of £0.01 each. The new Ordinary Shares were
issued and listed on 20 December 2016 (see Note 25) and are held in escrow until 14 December 2017. Deferred
consideration of C$2.2 million (£1.3 million) is payable in 2017. A further cash amount of up to C$70.0 million
(£42.1 million) may also be payable, subject to certain strict financial targets being met. A provision (discounted
for the time value of money) of £40.8 million was established on acquisition for this contingent consideration
(see Note 23).
Further consideration of up to C$20 million (£12.0 million) is payable between 2018 and 2020, dependent upon
on SkipTheDishes management providing certain services to the Group post-completion. As such, this consideration
does not form part of the acquisition consideration, but the amounts payable will be charged to the income
statement as the services are provided to the Group.
SkipTheDishes is one of Canada’s largest online food delivery marketplaces and has developed a technologically-
advanced delivery platform focused on lower density metropolitan and suburban areas, which are key features
of the Canadian market. It has a selection of more than 2,900 unique restaurants and 350,000 active customers.
SkipTheDishes is currently experiencing strong top-line growth, with orders for the year ended 31 December
2016 of 2.2 million, representing year-on-year growth of 205 per cent.
Proposed hungryhouse acquisition
On 15 December 2016, the Group announced that it had agreed the acquisition of Hungryhouse Holdings Limited
(“hungryhouse”) from Delivery Hero Holding GmbH (“Delivery Hero”) for an initial consideration of £200.0 million,
payable in cash. A further cash amount of up to £40.0 million may also be payable, subject to the performance of
hungryhouse between signing and completion of the transaction. The acquisition is to be funded through cash
resources and credit facilities. It is subject to approval by the Competition and Markets Authority (“CMA”).
The acquisition is consistent with Just Eat’s strategic ambition to accelerate its growth and increase its market presence
in every geography in which it operates. hungryhouse is an online food company operating solely in the UK, with
a comparable business model to Just Eat. The value of the gross assets of hungryhouse as at 31 December 2015
was £5.0 million and the losses before tax for the year ending the same date were £13.1 million.
The Group paid a deposit of £6.0 million to Delivery Hero, which is included within trade and other receivables
(see Note 20), as at 31 December 2016. This deposit is refundable in very limited circumstances, not including
an adverse ruling by the CMA. Should the acquisition complete, the consideration payable will be reduced by
this £6.0 million deposit.
112
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 31. Acquisitions and disposals continued
Disposal of Benelux subsidiaries
On 2 August 2016, the Group sold its Benelux subsidiaries (Just-Eat Belgie BVBA and Just-Eat Benelux BV) to
Takeaway.com for £19.3 million total consideration. The Group recognised a net gain on disposal of £18.7 million,
which is recorded in other gains and losses (see Note 9). The gain was calculated as follows:
Total consideration
Net assets disposed
Cumulative translation losses
Transaction costs
Net gain on disposal
Satisfied by:
Cash consideration
Deferred consideration
Total consideration
Net cash outflow arising on disposal:
Consideration received
Less cash and cash equivalents disposed
Net cash inflow arising on disposal
32. Operating lease arrangements
The Group as lessee
£m
19.3
(0.4)
(0.1)
(0.1)
18.7
15.7
3.6
19.3
15.7
(1.1)
14.6
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
Minimum lease payments under operating leases recognised as an expense in the year
4.2
3.1
As at 31 December, the Group had outstanding commitments for future minimum lease payments under
non-cancellable operating leases, which fall due as follows:
Within one year
In the second to fifth years inclusive
Over five years
Total commitments
Property
2016
£m
5.3
16.1
13.9
35.3
Plant and
equipment
2016
£m
0.5
0.5
—
1.0
Total
2016
£m
5.8
16.6
13.9
36.3
Property
2015
£m
Plant and
equipment
2015
£m
2.2
4.9
—
7.1
0.6
0.4
—
1.0
Total
2015
£m
2.8
5.3
—
8.1
113
Financial statementswww.justeatplc.com
33. Net cash inflow from operating activities
Operating profit for the year
Adjustments for:
Share of results of associates
Depreciation of property, plant and equipment
Amortisation of intangible assets
Loss on disposal of property, plant and equipment
Increase in provisions
Non-cash long-term employee incentive costs
Other non-cash items
Operating cash flows before movements in working capital
Increase in inventories
Decrease in receivables
Increase in payables
Decrease in deferred income
Cash generated by operations
Income taxes paid
Interest paid
Facility fees paid
Net cash inflow from operating activities
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
Notes
72.5
35.5
16
15
14
0.1
6.2
18.1
0.5
6.1
3.0
—
106.5
(0.5)
3.0
1.9
(0.1)
110.8
(12.7)
(0.4)
(0.7)
97.0
2.2
4.2
10.3
—
—
2.6
0.4
55.2
(0.3)
1.9
27.2
(0.4)
83.6
(8.2)
(0.5)
(0.7)
74.2
34. Share based payments
The Group operates a number of equity-settled share based compensation plans. In accordance with IFRS 2
Share Based Payment, the value of the awards are measured at their fair value on the date of the grant. The fair
value is expensed on a straight-line basis over the vesting period, based on management’s estimate of the number
of shares that will eventually vest. With the exception of certain awards under the Performance Share Plan (“PSP”),
the fair value of the awards granted was calculated using the Black-Scholes option pricing model, taking into
account the terms and conditions upon which the options were granted.
The total expense recorded in relation to the long-term employee incentives was £3.1 million (2015: £2.9 million).
This charge comprised £2.8 million (2015: £2.6 million) in respect of share based payments and £0.3 million
(2015: £0.3 million) in respect of employer’s social security costs on the exercise of options. As at 31 December 2016,
the provision for social security costs on the exercise of options was £0.5 million (2015: £0.3 million).
As at 31 December 2016 the Group had the following equity-settled share based compensation plans in operation.
Just Eat plc Enterprise Management Incentive Scheme (“EMI Scheme”)
Under the terms of the EMI Scheme, the Board granted options to certain employees of the Group to purchase
shares in the Company.
Options are no longer being granted under this scheme.
Just Eat plc Company Share Option Plan (“CSOP”)
Under the terms of the CSOP, the Board may grant options to purchase Ordinary Shares in the Company. The CSOP
is an equity-settled share option scheme approved by Her Majesty’s Revenue & Customs (“HMRC”) and was
established in 2011.
Under the CSOP, the Board may grant options over Ordinary Shares in the Company to eligible employees. The eligible
employees to whom options are granted and the terms of such options are determined by the Board. All employees
are eligible to participate in the CSOP, including employees of the Company’s subsidiaries, but not all grants are
approved by HMRC. Options are not transferable.
The exercise price of options may not be less than the market value of the Company’s shares on the date of grant
in order for the scheme to qualify as an approved HMRC scheme.
Vested options in the CSOP scheme became exercisable on the Company’s IPO in April 2014.
Options are no longer being granted under this scheme.
114
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 34. Share based payments continued
EMI Scheme and CSOP
Options are exercisable at a price equal to the estimated fair value of the Company’s shares on the date of grant.
Options vest in stages over a three-year period commencing on a specified date which is typically one year after
the date of grant. Options are forfeited if an employee leaves the Group before the options vest and expire if they
remain unexercised ten years after the date of grant. Details of the share options granted under the EMI Scheme
and CSOP are as follows:
Outstanding at 1 January
Forfeited during the year
Exercised during the year
Outstanding at 31 December
Exercisable at 31 December
2016
2015
Number of
share options
(millions)
Weighted
average
exercise price
(pence)
Number of
share options
(millions)
Weighted
average
exercise price
(pence)
5.2
(0.3)
(2.1)
2.8
2.2
33.8
40.6
26.9
37.3
35.6
7.6
(0.5)
(1.9)
5.2
3.7
34.0
32.0
27.0
33.8
30.0
The range of exercise prices for both current and prior year options outstanding was 4.6 to 57.7 pence. During
the year ended 31 December 2016, the weighted average share price at the date of exercise was 497.7 pence
(2015: 427.9 pence). As at 31 December 2016, the weighted average remaining contractual life of the share
options was 6.7 years (2015: 7.5 years).
Just Eat Share Incentive Plan (“SIP”)
Under the terms of the SIP, the Board may award Ordinary Shares in the Company at no cost to eligible employees.
The SIP is an equity-settled share option scheme approved by HMRC. The shares vest after three years from grant.
Shares were granted under this scheme on the date of the IPO with a fair value of 260.0 pence and all awards
outstanding vest on 8 April 2017. Details of the SIP awards granted are as follows:
Outstanding at 1 January
Forfeited during the year
Outstanding at 31 December
Exercisable at 31 December
The SIP awards do not expire.
2016
Number of
SIP awards
(millions)
2015
Number of
SIP awards
(millions)
0.3
—
0.3
—
0.4
(0.1)
0.3
—
Just Eat Joint Share Ownership Plan (“JSOP”)
The JSOP is a share ownership scheme under which the employee and Appleby Trust (Jersey) Limited, the
EBT Trustee, hold a joint interest in Ordinary Shares.
Interests under the JSOP take the form of restricted interests in Ordinary Shares in the Company. An interest
permits a participant to benefit from the increase (if any) in the value of a number of Ordinary Shares in the
Company over specified threshold amounts. In order to acquire an interest, a participant must enter into a joint
share ownership agreement with the EBT Trustee, under which the participant and the EBT Trustee jointly
acquire the shares and agree that when the shares are sold the participant has a right to receive the proportion
of the sale proceeds that exceed the threshold amount.
The vesting of interests granted to employees is subject to the option holder continuing to be employed by the
Group. Interests vest in stages over a three-year period commencing on a specified date, typically one year after
the date of grant. The fair value of interests awarded under the JSOP was determined using the Black-Scholes
option pricing model.
Awards are no longer being granted under this scheme.
115
Financial statementswww.justeatplc.com 34. Share based payments continued
Just Eat Joint Share Ownership Plan (“JSOP”) continued
Details of the JSOP interests are as follows:
Outstanding at 1 January
Forfeited during the year
Exercised during the year
Outstanding at 31 December
Exercisable at 31 December
2016
2015
Number of
JSOP awards
(millions)
Weighted
average
exercise price
(pence)
Number of
JSOP awards
(millions)
Weighted
average
exercise price
(pence)
11.8
(1.1)
(4.6)
6.1
3.7
54.2
70.5
43.7
59.2
55.2
16.8
(0.9)
(4.1)
11.8
5.6
49.9
66.5
34.1
54.2
47.7
The range of exercise prices for both current and prior year options outstanding was 4.6 to 76.3 pence. During the
year ended 31 December 2016, the weighted average share price at the date of exercise was 448.4 pence (2015:
422.7 pence). The weighted average remaining contractual life of the JSOP awards was 6.9 years (2015: 7.7 years).
Just Eat plc Performance Share Plan (“PSP”)
During the current and prior year, PSP awards were granted to certain employees to help incentivise sustained
performance over the long term, and to promote alignment with the shareholders’ interests. Awards under the
PSP are granted as nil-cost options which vest to the extent performance conditions are satisfied, predominantly
over a period of three years. Details of the PSP interests are as follows:
Outstanding at 1 January
Granted during the year
Forfeited during the year
Outstanding at 31 December
Exercisable at 31 December
2016
Number of
PSP awards
(millions)
2015
Number of
PSP awards
(millions)
1.2
1.8
(0.4)
2.6
—
—
1.2
—
1.2
—
The weighted average fair value of the PSP awards at date of grant was 364.5 pence (2015: 422.0 pence).
The weighted average remaining contractual life of the PSP awards was 8.9 years (2015: 9.4 years).
The vesting of interests granted to employees is subject to the option holder continuing to be employed by the
Group. For members of the Executive Team, 50 per cent of the awards granted have TSR performance criteria
and 50 per cent are based on EPS. The fair value of interests awarded under the PSP was determined using the
Black-Scholes option pricing model, with the TSR performance criteria being calculated using the stochastic
simulation model.
Sharesave Plan
During the year eligible employees were offered the option to buy shares in the Company after a period of three
years funded from the proceeds of a savings contract to which they contribute on a monthly basis. Details of the
Sharesave Plan are below:
Outstanding at 1 January
Granted during the year
Forfeited during the year
Outstanding at 31 December
Exercisable at 31 December
2016
2015
Number of
shares
(millions)
Weighted
average
exercise price
(pence)
Number of
shares
(millions)
Weighted
average
exercise price
(pence)
0.6
0.4
(0.1)
0.9
—
326.0
439.0
328.9
377.0
—
—
0.6
—
0.6
—
—
326.0
—
326.0
—
The weighted average remaining contractual life of the share options is 2.8 years (2015: 3.3 years). The fair value of
the options on the date of grant was 216.0 pence (2015: 163.0 pence).
116
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 34. Share based payments continued
Assumptions
The following inputs were applied when using the Black-Scholes option pricing model to determine the fair value
of options granted:
Share price
Exercise price
Expected volatility1
Expected life (months)
Risk-free rate
Expected dividend yields
2016
2015
PSP awards Sharesave Plan
PSP awards
Sharesave Plan
383–555p
—
46.7–48.0%
12–36
0.51%
—
548p 400–458p
439p
—
46.0% 46.4–48.0%
12–36
0.68%
—
36
0.51%
—
407p
326p
47.0%
36
0.68%
—
1. Calculated using the share price for the last 12 months.
The stochastic model applied to the TSR performance criteria element of the PSP scheme was simulated with
100,000 trials.
35. Financial instruments
Financial instruments comprise financial assets, financial liabilities and derivative financial instruments.
As at 31 December, the Group’s financial assets comprised trade and other receivables, cash and cash equivalents and
investments classified as available for sale. The classification of these financial assets is set out in the following table.
Financial liabilities comprised borrowings, trade and other payables, provisions for liabilities and other long-term liabilities.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern.
The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity
holders of the Company, comprising issued capital, reserves and retained earnings as disclosed in Notes 25 to 29.
In December 2016, the Group signed a £200 million (2015: £90 million) revolving credit facility (“RCF”) which remains
undrawn and has an interest rate range of 0.95 per cent to 1.55 per cent (2015: 1.20 per cent to 1.80 per cent)
above LIBOR. The Group is not subject to any externally imposed capital requirements.
Financial risk management objectives
The main financial risks faced by the Group are credit risk, liquidity risk and market risk, which includes interest
rate risk and currency risk. The Board regularly reviews these risks and will enter into derivative financial
instruments to hedge risk exposures. The use of financial derivatives is governed by the Group’s treasury policy
approved by the Board, which provides written principles on foreign exchange risk and the use of financial
derivatives and non-financial derivative financial instruments.
Categories of financial instruments
Financial assets
Loans and receivables:
Cash and cash equivalents
Trade and other receivables (excluding prepayments)
Available for sale investments:
Other investments
Total financial assets
Financial liabilities
Other financial liabilities at amortised cost:
Trade and other payables (excluding other taxes and social security)
Provisions for liabilities (excluding social security)
Other long-term liabilities
Borrowings
Total financial liabilities
As at 31 December
Notes
2016
£m
2015
£m
20
17
21
23
130.6
19.8
192.7
6.0
4.1
0.1
154.5
198.8
101.8
56.2
0.3
1.0
159.3
91.4
9.6
0.6
—
101.6
117
Financial statementswww.justeatplc.com 35. Financial instruments continued
Categories of financial instruments continued
Cash and cash equivalents comprise cash and, in the prior year, they also included short-term bank deposits with
an original maturity of three months or less. As at 31 December 2016 the cash and cash equivalents also included
£0.1 million held in escrow. The carrying amounts of all financial instruments equal their fair value.
Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and
interest rates.
Foreign currency risk management
The Group undertakes transactions denominated in foreign currencies and consequently exposures to exchange
rate fluctuations arise.
The carrying amounts of the Group’s foreign currency-denominated monetary assets and monetary liabilities
were as follows:
Euros
Canadian dollars
Danish kroner
Swiss francs
Australian dollars
Assets as at 31 December
Liabilities as at 31 December
2016
£m
36.0
12.7
7.2
6.4
320.1
2015
£m
30.4
6.9
9.0
1.9
258.4
2016
£m
32.1
49.3
17.0
3.1
13.0
2015
£m
25.1
3.8
15.3
0.9
4.4
Foreign currency sensitivity analysis
The Group is primarily exposed to the Euro, the Australian dollar, the Danish krone and the Canadian dollar.
The following table details the Group’s sensitivity to a 10 per cent depreciation and 10 per cent appreciation
in pound sterling against the relevant foreign currencies. 10 per cent is the sensitivity rate used when reporting
foreign currency risk internally to key management personnel and represents management’s assessment of a
reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign
currency-denominated monetary items and adjusts their translation at the period end for a 10 per cent change
in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations
within the Group.
Impact on income statement and other comprehensive income/(loss)
Appreciation in pound sterling
Depreciation in pound sterling
Income
statement
2016
£m
(1.6)
—
—
(0.5)
0.3
Equity
2016
£m
0.9
(27.9)
(0.3)
3.8
(0.2)
Income
statement
2015
£m
(1.2)
—
—
0.1
(0.5)
Equity
2015
£m
—
(23.1)
(0.1)
(0.2)
(0.3)
Income
statement
2016
£m
2.0
—
—
0.6
(0.3)
Equity
2016
£m
(1.1)
34.1
0.4
(4.7)
0.2
Income
statement
2015
£m
1.5
—
—
(0.1)
0.6
Equity
2015
£m
—
28.2
0.1
0.3
0.3
Euros
Australian dollars
Swiss francs
Canadian dollars
Danish kroner
The Group’s sensitivity to fluctuations in foreign currencies is the result of increased activity in the foreign-owned
subsidiaries which has led to a significant increase in foreign currency-denominated trade payables, trade
receivables and intercompany borrowings.
118
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 35. Financial instruments continued
Interest rate sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest rates at the balance
sheet date. For assets and floating rate liabilities, the analysis is prepared assuming the amount of asset/liability
outstanding at the balance sheet date was outstanding for the whole year. A 10 per cent increase or decrease
in the interest rate is used when reporting interest rate risk internally to key management personnel and
represents management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 10 per cent higher/lower and all other variables were held constant, the Group’s:
• profit before taxation for the year ended 31 December 2016 would increase by £3,000 (2015: £49,000); and
•
there would have been no effect on amounts recognised directly in equity.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the Group. The Group’s exposure and the credit ratings of its major counterparties are continuously monitored.
Trade receivables consist of a large number of consumers, spread across geographical areas. Ongoing credit
evaluation is performed on the financial condition of accounts receivable and, where appropriate, credit
guarantee insurance cover is purchased.
The carrying amount of financial assets recorded in the financial statements, which are stated net of impairment
losses, represents the Group’s maximum exposure to credit risk as no collateral or other credit enhancements
are held.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned
by international credit rating agencies.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board, which has established an appropriate
liquidity risk management framework for the management of the Group’s short, medium and long-term funding
and liquidity management requirements. The Group manages liquidity risk by maintaining adequate cash reserves,
by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial
assets and liabilities.
In December 2016, the Group signed a £200 million revolving credit facility which expires in March 2020.
The facility is unsecured and contains common financial covenants for the Company and its subsidiaries that
the ratio of total net debt to Underlying EBITDA must not exceed 3.0, interest cover ratio of Underlying EBITDA
to net finance charges must not be less than 4.0, and any new earn-out deferred consideration must not exceed
one times the Underlying EBITDA. The financial covenants are tested on a quarterly basis and have been complied
with at all measurement points. No amounts had been drawn during the year.
Liquidity and interest risk tables
The following tables detail the Group’s remaining contractual maturity for its financial liabilities with agreed
repayment periods. The tables are based on the undiscounted cash flows of financial liabilities based on the
earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.
To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves
at the balance sheet date. The contractual maturity is based on the earliest date on which the Group may be
required to pay.
Weighted
average effective
interest rate
%
Less than
1 year
£m
1–2 years
£m
2–5 years
£m
5+ years
£m
Total
£m
31 December 2016
Non-interest bearing
Discount for time value of money
31 December 2015
Non-interest bearing
Discount for time value of money
—
—
—
—
—
115.3
—
115.3
91.7
—
91.7
23.9
(0.5)
23.4
8.9
(0.4)
8.5
21.4
(0.8)
20.6
1.4
—
1.4
—
—
—
—
—
—
160.6
(1.3)
159.3
102.0
(0.4)
101.6
119
Financial statementswww.justeatplc.com
35. Financial instruments continued
Liquidity and interest risk tables continued
The following table details the Group’s expected maturity for its financial assets and are based on the
undiscounted contractual maturities of the financial assets, including interest that will be earned on those assets.
Weighted
average effective
interest rate
%
Less than
1 month
£m
1–3 months
£m
3 months
to 1 year
£m
1–5 years
£m
5+ years
£m
Total
£m
31 December 2016
Non-interest bearing
Fixed interest rate instruments
31 December 2015
Non-interest bearing
Fixed interest rate instruments
—
0.6
—
0.4
91.0
63.5
154.5
76.9
121.9
198.8
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
91.0
63.5
154.5
76.9
121.9
198.8
The Group expects to meet its obligations from operating cash flows.
Derivative financial instruments
The following material derivative financial instrument transactions were entered into by the Group:
a) La Nevera Roja acquisition
In connection with the acquisition of 100 per cent of the share capital of La Nevera Roja, the Group entered into
a foreign exchange forward contract to mitigate the foreign exchange risk of the agreed consideration. Hedge
accounting was adopted with both the foreign exchange forward contract and the Euro-denominated funds being
jointly held as a cash flow hedge. The net gain of £1.9 million was basis adjusted to the consideration paid for
La Nevera Roja (the non-financial hedged item).
b) Menulog Group Limited acquisition
In connection with the acquisition of 100 per cent of the share capital of the Australian based Menulog Group Limited
in June 2015, the Group entered into derivative financial instruments to help mitigate the foreign exchange risk
of the agreed A$855 million purchase price. The derivatives were a foreign exchange option and a foreign exchange
forward contract.
Hedge accounting was not adopted for the foreign exchange option. The net loss of £3.9 million was charged
to other gains and losses in the income statement.
The foreign currency forward contract was classified as a cash flow hedge and resulted in a loss of £6.2 million
being basis adjusted to the consideration paid for Menulog Group Limited (the non-financial hedged item).
c) SinDelantal Internet S.L. acquisition
At the time the Group acquired SinDelantal Internet S.L. in 2012, it granted a loan to the selling shareholders
in order that they could provide working capital to their Mexican business. Part of the loan was convertible into
a minority shareholding in the holding company (ECAC) of the Mexican business. The embedded option was
recognised on the 31 December 2014 Consolidated Balance Sheet at a fair value of £0.4 million. The fair value
was based on an offer made for the business around the time of the Group’s year end. This unobservable market
information ranks as level 3 data in the fair value hierarchy (see Note 39d). During 2015, a fair value gain of
£0.2 million was recognised within other gains and losses in the Consolidated Income Statement, prior to the
conversion of the loan into shares of ECAC on its acquisition of the Group in February 2015.
d) SkipTheDishes acquisition
The Group entered into a foreign exchange forward contract to mitigate the foreign exchange risk of the initial
cash consideration of C$100.0 million. This contract was designated as the hedging instrument as part of a cash
flow hedge. A net loss of £0.1 million on the cash flow hedge was basis adjusted to the consideration paid for
SkipTheDishes (the non-financial hedged item).
120
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 36. Related party transactions
Transactions between the Group and its related parties are made on terms equivalent to those that prevail
in arm’s length transactions. The following transactions were entered into with related parties:
iFood
During the year ended 31 December 2016, the Group provided iFood with working capital funding of £2.1 million
(2015: £2.5 million). The Group received additional shares as consideration for the funding. The majority shareholder
(Movile) also participated in the funding. As the iFood’s minority shareholders didn’t participate in the funding, the
Group’s holding in iFood marginally increased to 30.4 per cent (2015: 30.2 per cent).
The Group disposed of 100 per cent of the shares in hellofood Brazil to iFood for £2.1 million total consideration.
iFood have contracted to provide management services to the Mexican enlarged business. The total charge
incurred for the year was £0.4 million, which was accrued on the balance sheet at 31 December 2016.
IF-JE NL
During the year, the Group along with Movile incorporated IF-JE NL, a holding company based in the Netherlands.
The Group contributed £3.4 million in exchange for 33.3 per cent of the shares in the company. IF-JE NL used
these funds along with £6.6 million of funds contributed by Movile to acquire 49 per cent of the share capital
in ECAC for £12.1 million total consideration.
With the exception of key management personnel and the £0.4 million accrued management services payable
to IF-JE, no amounts were owed by and to related parties at the balance sheet date.
Compensation of key management personnel of the Group
The key management of the Group comprises members of the Board and the Executive Team.
Short-term employee benefits
Post-employment pension
Share based compensation
Total compensation of key management personnel
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
4.9
0.1
1.1
6.1
3.1
0.1
1.5
4.7
The amounts disclosed in the table above are the amounts recognised as an expense during the reporting period
related to key management personnel. The amounts in respect of share based compensation are the IFRS 2
charges. Further information on the remuneration of the Directors and Directors’ interests in Ordinary Shares
of the Company are disclosed in the Report of the Remuneration Committee on pages 60 to 77.
On 24 March 2014, prior to the IPO, the Company called all the unpaid subscription amounts, totalling £13.2 million,
in respect of certain shares issued under the JSOP. In order to facilitate this, the Company made loans to participants
of the JSOP and Appleby Trust (Jersey) Limited totalling £5.3 million and £7.9 million, respectively. The loans
provided to the participants of the JSOP included loans to key management personnel totalling £4.9 million.
As at 31 December 2016, the amount due from key management personnel in respect of these loans was
£1.1 million (2015: £3.0 million).
The weighted average subscription price of the JSOP awards was 28 pence. Should the Company’s share price
fall below the subscription price, on exercise by the employee or on the Company calling the loans, the Company
has guaranteed to fund the shortfall.
Key management personnel’s interests in the PSP, The JSOP and The EMI Scheme
The outstanding share options and awards held by key management personnel are summarised below:
Issue date
2011
2013
2015
2016
Refer to Note 34 for further details about the PSP, The JSOP and The EMI Scheme.
31 December
2016
Number
(‘000)
31 December
2015
Number
(‘000)
Weighted
average
threshold/
exercise price
(pence)
Vesting date
250
3,622
343
678
1,935
7,574
450
Up to October 2012
Up to July 2016
Up to May 2018
— Up to December 2019
4,893
9,959
11.5
60.7
—
—
121
Financial statementswww.justeatplc.com
37. Subsidiaries and associated undertakings
A list of the investments in subsidiaries and associated undertakings, including the name, country of
incorporation, principal activity and proportion of voting rights held, is given below:
Name of the undertaking
Registered office
Principal activity
2016
2015
Directly held subsidiary undertakings
Just Eat Holding Limited
JUST EAT Central
Holdings Limited3
Juice Finance (Jersey) Limited
Indirectly held subsidiary undertakings
Just Eat (Acquisitions)
Holding Limited3
Just Eat.co.uk Limited
Orogo Limited3
Nifty Nosh Limited
1Epos Limited
EatStudent Limited
FillMyBelly Limited
Meal 2 Go Limited
Meal 2 Order.com Limited
Urbanbite Holdings Limited
Urbanbite Limited
Masters House, 107 Hammersmith Road,
London W14 0QH, United Kingdom
Masters House, 107 Hammersmith Road,
London W14 0QH, United Kingdom
Masters House, 107 Hammersmith Road,
London W14 0QH, United Kingdom
Masters House, 107 Hammersmith Road,
London W14 0QH, United Kingdom
Masters House, 107 Hammersmith Road,
London W14 0QH, United Kingdom
Masters House, 107 Hammersmith Road,
London W14 0QH, United Kingdom
Masters House, 107 Hammersmith Road,
London W14 0QH, United Kingdom
Masters House, 107 Hammersmith Road,
London W14 0QH, United Kingdom
Masters House, 107 Hammersmith Road,
London W14 0QH, United Kingdom
Masters House, 107 Hammersmith Road,
London W14 0QH, United Kingdom
Masters House, 107 Hammersmith Road,
London W14 0QH, United Kingdom
Masters House, 107 Hammersmith Road,
London W14 0QH, United Kingdom
Masters House, 107 Hammersmith Road,
London W14 0QH, United Kingdom
Holding and
management company
Financing company
100%
100%
100%
100%
Dissolved
—
100%
Holding company
100%
100%
Online takeaway portal
100%
100%
Online takeaway portal
100%
60%
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Just Eat (Acquisitions) Pty Limited L23, 227 Elizabeth Street, Sydney
Holding company
100%
100%
Menulog Group Limited
Menulog Pty Ltd
Eat Now Services Pty Ltd
Just-Eat.ca Management Limited
Power & Power Inc
Just Eat Canada Inc.
Restaurants on the Go Inc
SkipTheDishes Restaurant
Services Inc.
NSW 2000, Australia
L23, 227 Elizabeth Street, Sydney
NSW 2000, Australia
L23, 227 Elizabeth Street, Sydney
NSW 2000, Australia
L23, 227 Elizabeth Street, Sydney
NSW 2000, Australia
379 Adelaide Street West, Toronto,
Ontario M5V 1S5, Canada
379 Adelaide Street West, Toronto,
Ontario M5V 1S5, Canada
379 Adelaide Street West, Toronto,
Ontario M5V 1S5, Canada
379 Adelaide Street West, Toronto,
Ontario M5V 1S5, Canada
136 Market Avenue, Winnipeg,
Manitoba R3B 0P4, Canada
Holding company
100%
100%
Online takeaway portal
100%
100%
Online takeaway portal
100%
100%
Holding company
100%
100%
Holding company
100%
100%
Online takeaway portal
100%
100%
Online takeaway portal
100%
100%
Online takeaway portal
100% 1
—
122
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 37. Subsidiaries and associated undertakings continued
Name of the undertaking
Registered office
Principal activity
Skip the Dishes Corporation
Just-Eat Denmark Holding ApS
199 Bay Street, Suite 4,000, Toronto,
M5L 1A9, Canada
Lyngbyvej 20, 2100 København Ø, Denmark Holding company
Online takeaway portal
2016
100%
2015
—
100%
100%
Just Eat.dk ApS
Lyngbyvej 20, 2100 København Ø, Denmark Online takeaway portal
100%
100%
Just Eat Host A/S
Lyngbyvej 20, 2100 København Ø, Denmark Host servers
100%
100%
FBA Invest SaS
2 ter rue Louis Armand, 75015, Paris, France Holding company
80%
80%
Eat On Line Sa
Just-Eat Ireland Limited
Eatcity Limited
2 ter rue Louis Armand, 75015, Paris, France Online takeaway portal
Online takeaway portal
Arthur Cox Building, Earlsfort Terrace,
Dublin, Ireland
Arthur Cox Building, Earlsfort Terrace,
Dublin, Ireland
Financing company
80%
100%
80%
100%
100%
100%
Meal 2 Go Ireland Limited
Dissolved
—
100%
Just-Eat Italy S.r.l
Via Giosuè Carducci 7, 20123 Milano, Italy Online takeaway portal
100% 1
100%
Jeb S.r.l
Via Giuseppe Mercalli 80, 00197 Roma, Italy Online takeaway portal
100%
100%
Just-Eat.lu S.ar.l.
Digital Services LII (GP) S.à.r.l.
Food Delivery Holding 31 S.à.r.l.
SinDelantal Mexico SA de CV
Inversiones Hellofood
S. de R.L. de C.V.
Menulog Limited
Just Eat.no As
El Cocinero a Cuerda SL
Just-Eat Spain SLU
Eat.ch GmbH
Just-Eat Belgie BVBA
Just-Eat Benelux BV
Associate undertakings
IF-JE Participações S.A.
IF-JE Holdings B.V.
16, Avenue Pasteur, 2310 Luxembourg,
Luxembourg
20 rue des Peupliers L, 2328 Luxembourg,
Luxembourg
20 rue des Peupliers L, 2328 Luxembourg,
Luxembourg
Rio Lerma 4–6th floor, Cuauhtemoc,
06500 Mexico City, Mexico
Rio Lerma 4–6th floor, Cuauhtemoc,
06500 Mexico City, Mexico
PwC, Level 8, 188 Quay Street, Auckland
1010, New Zealand
Sandakerveien 116, 0484 Oslo, Norway
Financing company
100%
100%
Holding company
100%
Holding company
100%
—
—
Online takeaway portal
67% 2
100%
Non-trading
67% 2
—
Online takeaway portal
100%
100%
Online takeaway portal
100%
100%
Calle Río Rosas, 11 3º. 28003 Madrid, Spain Holding company
Calle Condesa de Venadito, n°1 Planta 2,
28027 Madrid, Spain
Werdstrasse 21, 8004 Zürich, Switzerland Online takeaway portal
Online takeaway portal
Online takeaway portal
Online takeaway portal
67% 2
100% 1
100%
—
—
100%
100%
100%
100%
100%
Avenida Coronel Silva Teles, N. 977 –
5º andar, Edifício Dahruj Tower, Cambui,
Campinas, São Paulo 13024-001, Brazil
Taurusavenue 105, 2132 LS Hoofddorp,
Netherlands
Holding company
30%
30%
Holding company
33%
—
123
Financial statementswww.justeatplc.com
37. Subsidiaries and associated undertakings continued
Name of the undertaking
Registered office
Principal activity
2016
2015
Subsidiaries of IF-JE Participações S.A.
JustEat Holding
Participações Ltda.
Movile Serviços em
Tecnologia Ltda.
WH Food Participações Ltda
iFood.com Agência de
Restaurantes Online S.A.
Alakarte Agência de
Restaurantes Online Ltda.
Apetitar Agência de
Restaurantes Online Ltda.
iFood Agência de Serviços
de Restaurantes Ltda.
Just Eat Brasil Serviços Online
e Comércio Ltda.
Papa Rango Agência de
Restaurantes Online Ltda.
Central do Delivery Ltda.
iCall Serviços de
Atendimento Ltda.
Just Eat Intermediação
de Negócios Ltda.
Come Ya S.A.s
C&G Inversiones S.A.s
Rua Coronel Boaventura Mendes Pereira,
N. 293 – Mezanino B, Centro, Jundiaí,
São Paulo 13201-801, Brazil
Avenida Coronel Silva Teles, N. 977 –
5º andar, Edifício Dahruj Tower, Cambui,
Campinas, São Paulo 13024-001, Brazil
Rua Coronel Boaventura Mendes Pereira,
N. 293 – Mezanino B, Centro, Jundiaí,
São Paulo 13201-801, Brazil
Rua Coronel Boaventura Mendes Pereira,
N. 293 – Mezanino B, Centro, Jundiaí,
São Paulo 13201-801, Brazil
Rua Coronel Barros, N. 10 – sala 302,
São Mateus, Juiz de Fora, Minas Gerais
36025-110, Brazil
SHN, Quadra 2, Executive Office Tower,
sala 610, Brasília, Distrito Federal
70390-078, Brazil
Rua Coronel Boaventura Mendes Pereira,
N. 293 – Mezanino B, Centro, Jundiaí,
São Paulo 13201-801, Brazil
Rua Coronel Boaventura Mendes Pereira,
N. 293 – Mezanino B, Centro, Jundiaí,
São Paulo 13201-801, Brazil
Rua Coronel Boaventura Mendes Pereira,
N. 293 – Mezanino B, Centro, Jundiaí,
São Paulo 13201-801, Brazil
Rua Coronel Boaventura Mendes Pereira,
N. 293 – Mezanino B, Centro, Jundiaí,
São Paulo 13201-801, Brazil
Rua Coronel Boaventura Mendes Pereira,
N. 293 – Mezanino B, Centro, Jundiaí,
São Paulo 13201-801, Brazil
Avenida Queiroz, N. 1700, sala 710, Vila
Leopoldina, São Paulo 05319-000, Brazil
Calle 77a, N. 57-103, Edificio Green Tower,
Oficina 806, Barranquilla, Colombia
Calle 55, N. 28-31, apto 1303, Conjunto
Residencial Opus, Bucaramanga,
Colombia
Holding company
30%
30%
Holding company
30%
30%
Holding company
30%
30%
Online takeaway portal
30%
30%
Online takeaway portal
30%
30%
Online takeaway portal
30%
30%
Online takeaway portal
30%
30%
Online takeaway portal
30%
30%
Online takeaway portal
30%
30%
Dormant
30%
30%
Dormant
30%
30%
Dormant
30%
30%
Online takeaway portal
30%
Dormant
30%
—
—
1. During the year, the Group acquired 100 per cent of the share capital in Webs S.r.l (“PizzaBo/hellofood Italy”), Grupo Yamm Comida a Domicilio S.L. (“La Nevera Roja”)
and SkipTheDishes Newco (“Skip newco”). The Group subsequently merged PizzaBo/hellofood Italy with Just-Eat Italy S.r.l, La Nevera Roja with Just-Eat Spain SLU
and Skip newco with SkipTheDishes Restaurant Services Inc.
2. During the year, the Group sold 49 per cent of El Cocinero a Cuerda SL (which directly holds 100 per cent of SinDelantal Mexico SA de CV and indirectly holds
100 per cent of Inversiones Hellofood S. de R.L. de C.V.) to IF-JE Holdings B.V., an associate undertaking of the Group.
3. For the year ended 31 December 2016, Orogo Limited (registered number: 08214903), JUST EAT Central Holdings Limited (registered number: 09578919) and Just Eat
(Acquisitions) Holding Limited (registered number: 09574725) were entitled to exemption from audit under section 479A of the Companies Act 2006 relating to
subsidiary companies. The members of these companies have not required them to obtain an audit of their financial statements for the year ended 31 December 2016.
All entities are incorporated and have the same year end reporting date, with the exception of IF-JE Participações Ltda.
and its subsidiaries, which have a 31 March year end.
For all entities, the proportion of voting rights held equated to the proportion of ownership interests held.
124
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016
38. Events after the balance sheet date
There have been no significant adjusting or non-adjusting events since the balance sheet date.
39. Summary of significant accounting policies
a) Basis of consolidation
The consolidated financial statements of the Group incorporate the financial statements of the Company
and entities controlled by the Company (its subsidiaries) made up to 31 December each year.
Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases. Control comprises the power
to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is
achieved through direct or indirect ownership of voting rights; through currently exercisable or convertible
potential voting rights; or by way of contractual agreement. Where necessary, adjustments are made to the
financial statements of subsidiaries to align with the Group accounting policies. All intercompany transactions
and balances between Group entities, including unrealised profits arising from them, are eliminated
upon consolidation.
Non-controlling interests represent the equity in a subsidiary not attributable, directly or indirectly, to the Parent
Company and are presented separately within equity in the Consolidated Balance Sheet, separately from equity
attributable to owners of the Parent. Losses within a subsidiary are attributed to the non-controlling interest
even if that results in a deficit balance.
b) Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration for each acquisition
is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or
assumed and equity instruments issued by the Group in exchange for control of the acquiree. For each business
combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or
at the proportionate share of the acquiree’s identifiable net assets.
The Group’s acquisition-related costs are recognised in profit or loss as incurred and included within exceptional
items. Acquisition costs paid on behalf of the vendor are included in the fair value of consideration transferred.
When the consideration for the acquisition includes an asset or liability resulting from a contingent consideration
arrangement, the contingent consideration is measured at its acquisition date fair value and is included as part
of the consideration transferred in the business combination. Where the contingent amount is dependent on
future employment, it is recognised as an expense over the relevant period in the income statement. Changes
in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted
retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments
that arise from additional information obtained during the “measurement period” (which cannot exceed one year
from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify
as measurement period adjustments depends on how the contingent consideration is classified. Contingent
consideration that is classified as equity is not re-measured at subsequent reporting dates and its subsequent
settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability
is re-measured at subsequent reporting dates in accordance with IAS 39 Financial Instruments: Recognition
and Measurement or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the
corresponding gain or loss being recognised in profit or loss.
When a business combination is achieved in stages, the Group’s previously held interests in the acquired entity are
re-measured to fair value at the acquisition date (i.e. the date the Group obtains control) and the resulting gain
or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition
date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where
such treatment would be appropriate if that interest were disposed of.
125
Financial statementswww.justeatplc.com 39. Summary of significant accounting policies continued
b) Business combinations and goodwill continued
The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under
IFRS 3 Business Combinations are recognised at their fair value at the acquisition date, except for certain items
which are measured in accordance with the relevant IFRS. If the initial accounting for a business combination is
incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional
amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during
the measurement period. Additional assets or liabilities are recognised, to reflect new information obtained about
facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts
recognised as of that date.
Goodwill arising in a business combination is recognised as an asset at the date that control is obtained
(the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the
amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held
equity interest (if any) in the entity over the net of the acquisition-date amounts of the identifiable assets
acquired and the liabilities assumed.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment
testing, goodwill is allocated to each of the Group’s cash-generating units (“CGUs”) expected to benefit from
the synergies of the combination. CGUs to which goodwill has been allocated are tested for impairment annually,
or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the
CGU is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying
amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata on the basis of
the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in
a subsequent period.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit
or loss on disposal.
c) Investments in associates
An associate is an entity over which the Group has significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the investee, but is not control or joint control over
those policies.
The considerations made in determining significant influence are similar to those necessary to determine control
over subsidiaries.
The results, assets and liabilities of associates are incorporated in these financial statements using the equity
method of accounting, except for when the investment is classified as held for sale, in which case it is accounted
for in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.
Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount of
the investment is adjusted to recognise changes in the Group’s share of net assets of the associate since the
acquisition date.
The Consolidated Income Statement reflects the Group’s share of the results of operations of the associate.
Any change in other comprehensive income of those investees is presented as part of the Group’s other
comprehensive income. In addition, when there has been a change recognised directly in the equity of the
associate, the Group recognises its share of any changes, when applicable, in the Consolidated Statement of
Changes in Equity.
Profits and losses resulting from transactions between the Group and the associate are eliminated to the extent
of the interest in the associate.
Upon loss of significant influence over the associate, the Group measures and recognises any retained investment
at its fair value in accordance with IAS 39. Any difference between the carrying amount of the associate upon
loss of significant influence or joint control and the fair value of the retained investment and proceeds from
disposal is recognised in profit or loss. In addition, the Group accounts for all amounts previously recognised
in other comprehensive income in relation to that associate on the same basis as would be required if that
associate had directly disposed of the related assets or liabilities.
The aggregate amounts of current and non-current assets and liabilities, revenues and profit before tax
are disclosed in Note 16. Where applicable, the aggregate amount of capital commitments and contingent
liabilities are also disclosed.
126
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 39. Summary of significant accounting policies continued
d) Fair value measurement
The Group measures certain financial instruments at fair value at each balance sheet date.
The Directors consider the carrying amounts of financial assets and financial liabilities recorded at amortised
cost in the financial statements approximate to their fair values. The fair values of financial instruments
measured at amortised cost are disclosed in Note 35.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:
Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement
is directly or indirectly observable.
Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable.
For assets and liabilities that are recognised at fair value in the financial statements on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each
reporting period.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the
nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
e) Foreign currencies
The individual financial statements of each Group company are presented in the currency of the primary economic
environment in which it operates (its functional currency). For the purpose of the consolidated financial statements,
the results and financial position of each Group company are expressed in pound sterling, which is the functional
currency of the Company, and also the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the
entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates
of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the rates prevailing at that date.
Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates
prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise, except for exchange
differences on monetary items receivable or payable to a foreign operation where settlement is neither planned
nor likely to occur in the foreseeable future (therefore forming part of the net investment in the foreign operation)
which are recognised initially in other comprehensive income and reclassified to profit or loss on disposal of the
net investment.
For the purpose of presenting consolidated financial statements, the monetary assets and liabilities of the
Group’s foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and
expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate
significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange
differences arising are recognised in other comprehensive income and accumulated in equity (attributed to
non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a
disposal involving loss of control over a subsidiary that includes a foreign operation, loss of joint control over a
jointly controlled entity that includes a foreign operation, or loss of significant influence over an associate that
includes a foreign operation), all of the accumulated exchange differences in respect of that operation
attributable to the Group are reclassified to profit or loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and
liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised
in other comprehensive income.
127
Financial statementswww.justeatplc.com 39. Summary of significant accounting policies continued
f) Revenue recognition
Revenues are recognised to the extent that it is probable that the economic benefits will flow to the Group
and the revenues can be reliably measured. Revenues are measured at the fair value of the consideration net
of discounts, VAT and other sales-related taxes.
The following criteria must also be met before revenues are recognised:
Commission
Commission revenues earned from restaurants are earned and recognised at the point of order fulfilment to the
restaurant’s consumers.
Payment card and administration fees
Revenues from payment card and administration fees are recognised when the service is completed, in line with
the revenues recognised on commissions. This is the point at which an order is successfully processed and the
Group has no remaining transactional obligations.
Top-placement fees
Revenues from top-placement fees are recognised over the period in which the service is rendered.
Connection fees
Our Restaurant Partners pay a one-off fee to join the Just Eat network, which is comprised of an equipment
fee and a connection fee. The equipment provided is an order confirmation terminal situated at restaurant
sites for the purposes of communicating between end user consumers and restaurants via the central Just Eat
ordering infrastructure.
Equipment fees are deferred to the balance sheet and recognised on a straight-line basis over 36 months. This is
considered to be an appropriate time period as the fair value of the consideration received or receivable for the
equipment. The equipment connection fee revenues are payable on connection but deferred and recognised on
a straight-line basis over 12 months.
In addition, our Danish and French based Restaurant Partners pay an annual subscription fee. Revenues
in respect of subscription fees are recognised on a straight-line basis over the annual subscription period.
Other revenues
Other revenues include the sale of branded merchandise to our Restaurant Partners. Merchandise revenues are
recognised when the goods are delivered and the significant risks and rewards of ownership have transferred to
the restaurant. Other revenues also include discounts and vouchers.
g) Operating profit or loss
Operating profit or loss is stated after charging for long-term employee incentive provisions, exceptional items
and foreign exchange gains and losses, but before other gains and losses, finance income and finance costs.
h) Exceptional items
Exceptional items are costs (such as M&A transaction and integration costs) or credits that, by virtue of their
nature and incidence, have been disclosed separately in order to improve a reader’s understanding of the
financial statements.
i) Other gains and losses
Other gains and losses are comprised of profits or losses arising on the disposal or deemed disposal of operations,
gains and losses on financial assets classified as fair value through profit or loss, gains and losses on derivative
financial instruments, and movements on provisions for obligations to acquire minority interests. They have been
disclosed separately in order to improve a reader’s understanding of the financial statements and are not
disclosed within operating profit as they are non-trading in nature.
128
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 39. Summary of significant accounting policies continued
j) Leasing
The Group as lessee
Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards
of ownership to the Group. All other leases are classified as operating leases. The Group did not have any finance
leases in either 2016 or 2015.
Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the
relevant lease except where another more systematic basis is more representative of the time pattern in which
economic benefits from the lease asset are consumed. Contingent rentals arising under operating leases are
recognised as an expense in the period in which they are incurred.
k) Retirement benefit costs
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
l) Taxation
The income tax expense comprises both current and deferred tax. Income tax is recognised in the income statement,
except to the extent that it relates to items recognised directly in other comprehensive income, in which case
the income tax is recognised in other comprehensive income.
Please see Note 40 in respect of the accounting for uncertain tax provisions.
Current tax
Current tax is the expected tax payable on the taxable profit for the year, using tax rates prevailing in each
respective jurisdiction and any adjustment to tax payable in respect of previous years.
Deferred tax
Deferred tax is recognised using the balance sheet liability method, providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. The amount of deferred tax recognised is based on the expected manner of realisation or settlement
of the carrying amounts of assets and liabilities, using tax rates that are expected to apply when the temporary
differences reverse, based on rates enacted or substantively enacted at the balance sheet date.
Deferred tax is not recognised for temporary differences arising from the initial recognition of goodwill or from
the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries
and associates, except where the Group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax liabilities are recognised for all temporary differences. Deferred tax assets are recognised only to
the extent that it is probable that future taxable profits will be available against which the assets can be utilised.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer
probable that the related deferred tax benefit will be realised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.
Tax deductions on the exercise of share options
Under IAS 12 Income Taxes, to the extent that the tax deduction available on the exercise of share options is equal
to, or is less than, the cumulative share based payment charge calculated under IFRS 2, current and deferred tax
is recognised through the income statement. However, when the tax deduction is greater than the cumulative
expense, the incremental current tax deduction and deferred tax recognition are recognised in equity.
129
Financial statementswww.justeatplc.com 39. Summary of significant accounting policies continued
m) Intangible assets other than goodwill
The Group has four classes of intangible asset: patents, licences and intellectual property (“IP”), restaurant
contracts, brands and development costs.
Due to both the absence of a contractual arrangement and a practice of establishing such contracts with
consumers, acquired consumer/user lists are not classified as an intangible asset and remain as part of goodwill.
Patents, licences and IP
Patents, licences and IP are included at cost and amortised in equal annual instalments over their useful economic
life, which is typically three to five years depending on the period over which benefits are expected to be realised
from the asset. Provision is made for any impairment.
Restaurant contracts
Restaurant contract intangible assets are recorded as part of a business combination; or when an associate is
acquired; or when a joint venture is established. They are initially recorded at fair value and amortised over the
useful economic life of the asset on a straight-line basis. This period of time is the period over which the acquired
restaurant contracts are reasonably expected to transfer economic benefits to the Group, which is usually between
three and ten years. The fair values of restaurant contracts are determined with reference to the present value
of their after tax cash flows projected over their remaining useful lives. The cash flows and discount rates used
in the valuations are risk adjusted to the extent deemed necessary to accurately reflect local risks and uncertainties
associated with the asset.
Brands
Brand intangible assets are recorded as part of a business combination; when an associate is acquired; or when
a joint venture is established. They are initially recorded at fair value and amortised over the useful economic life
of the asset on a straight-line basis, which is usually between three and ten years. This period of time is the period
over which the acquired brand is reasonably expected to transfer economic benefits to the Group. The fair values
of brand assets are established using the relief from royalty valuation method. The cash flows and discount rates
used in the relief from royalty valuation model are risk adjusted to the extent deemed necessary to accurately reflect
local risks and uncertainties associated with the asset.
Development costs
Internally developed websites, apps and other software that together comprise the Just Eat ordering platforms, are
capitalised to the extent that costs can be separately identified, the product is technically feasible, expenditure
can be measured reliably, and sufficient resources are available to complete the project. Development costs are
capitalised and amortised on a straight-line basis over the estimated useful life of the respective product, which
is usually three years.
Where these conditions are not met the amounts are expensed as incurred.
n) Property, plant and equipment
Property, plant and equipment are stated at cost, net of depreciation and any provision for impairment.
Depreciation is provided on all property, plant and equipment, at rates calculated to write off the cost, less
estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:
Fixtures and fittings
33 per cent per annum
Equipment
33 per cent per annum
Leasehold improvements
20 per cent per annum or the period of the lease if shorter
130
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 39. Summary of significant accounting policies continued
o) Impairment of assets excluding goodwill
Under IFRS, the Group is required to review for impairment when indicators of impairment exist. On these occasions,
the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets
have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows
that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit
(“CGU”) to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment at
least annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value-in-use. In assessing value-in-use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying
amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised immediately
in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognised for the asset (or CGU) in prior
years. A reversal of an impairment loss is recognised immediately in profit or loss.
p) Non-current assets held for sale
Non-current assets (and disposal groups) classified as held for sale are measured at the lower of carrying amount
and fair value less costs to sell.
q) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials. Cost is calculated
using the first-in first-out method. Net realisable value represents the estimated selling price less all estimated
costs of completion and costs to be incurred in marketing, selling and distribution.
r) Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at bank and in hand, short-term deposits and
credit card cash received on behalf of Restaurant Partners.
s) Derecognition of financial assets and liabilities
The Group de-recognises a financial asset or liability only when the contractual right that gives rise to it is
settled, sold, cancelled or expires.
t) Hedge accounting
The Group designates certain hedging instruments, which include derivatives and non-derivatives in respect of
foreign currency risk, as either fair value hedges or cash flow hedges. Hedges of foreign currency exchange risk
where there is a firm commitment of a cash inflow or outflow are accounted for as cash flow hedges.
At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument
and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge
transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether
the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item
attributable to the hedged risk.
Note 35 sets out details of the derivative instruments used for hedging purposes.
131
Financial statementswww.justeatplc.com 39. Summary of significant accounting policies continued
t) Hedge accounting continued
Fair value hedges
The Group did not designate any hedges as fair value hedges during the current or prior years.
Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow
hedges is recognised in other comprehensive income and accumulated under the heading of other reserves.
The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, and is included
in other gains and losses.
Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to
profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged
item. However, when the hedged forecast transaction results in the recognition of a non-financial asset or a
non-financial liability, the gains and losses previously recognised in other comprehensive income and accumulated
in equity are transferred from equity and included in the initial measurement of the cost of the non-financial
asset or non-financial liability.
Hedge accounting is discontinued when the Group revokes the hedging relationship, when the hedging instrument
expires or is sold, terminated or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss
recognised in other comprehensive income and accumulated equity at that time remains in equity and is recognised
when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer
expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.
u) Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event,
for which it is probable that an outflow of economic benefit will be required to settle that obligation and a reliable
estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation.
Where a provision is measured using the cash flows estimated to settle the obligation, its carrying amount is the
present value of those cash flows. The unwinding of any discount is recognised in the income statement within
finance expense.
v) Share based payments
Equity-settled share based payments to employees are measured at the fair value of the equity instruments at
the grant date. The fair value includes the effect of market-based vesting conditions. Details regarding the
determination of the fair values of equity-settled share based transactions are set out in Note 34.
The fair value determined at the grant date of the equity-settled share based payments is expensed on a straight-line
basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest. At each
balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a
result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates,
if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a
corresponding adjustment to the share based payment reserve.
w) Dividends
Dividends payable to the holders of the Company’s Ordinary Shares and are recognised when they have been
appropriately authorised.
132
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 40. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group’s accounting policies, which are described in Note 39, the Directors are required
to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions are based on historical experience
and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current and future periods.
Critical judgements in applying the Group’s accounting policies
Critical judgements, apart from those involving estimates which are dealt with separately below, are those which
management has made in applying the Group’s accounting policies and have the most significant effect on the
financial statements.
a) Revenue recognition
Revenues derived from connection fees include both a connection fee and an equipment fee.
Equipment fee revenues are deferred to the balance sheet and recognised on a straight-line basis over 36 months.
This is considered to be an appropriate time period as the fair value of the consideration received or receivable
for the equipment. Judgement is applied in determining the period over which the equipment fee revenues
are recognised.
The connection fee revenues are payable on connection but deferred and recognised on a straight-line basis over
12 months. 12 months is considered to be the required period of service. Judgement is applied in determining the
period over which the connection fee is earned.
b) Share based payments
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted. Estimating fair value for share based payment transactions
requires determination of the most appropriate valuation model, which is dependent on the terms and conditions
of the grant. Judgements are applied in relation to estimations of the number of options that will vest and of the
fair value of the options granted to employees. Estimates of fair value are made using a widely recognised share
option value model and are referred to third-party experts where necessary.
Judgement is applied in determining the assumptions input into the share option value model. See Note 34 for
details of the key assumptions used.
c) Deferred taxation
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable
taxable profits will be available in the future against which the reversal of temporary differences can be deducted.
To determine the future taxable profits, reference is made to the latest available profit forecasts.
Where the temporary differences are related to losses, relevant tax law is considered to determine the availability
of the losses to offset against the future taxable profits. Recognition of deferred tax assets therefore involves
judgement regarding the future financial performance of the particular legal entity or tax group in which the
deferred tax asset has been recognised. Details of the recognised and unrecognised deferred tax assets are
included in Note 18.
133
Financial statementswww.justeatplc.com 40. Critical accounting judgements and key sources of estimation uncertainty continued
Key sources of estimation uncertainty
Discussed below are the key assumptions regarding the future and other key sources of estimated uncertainty
at the balance sheet date which may have a significant risk of causing material adjustment to the carrying value
of assets and liabilities within the next financial year.
d) Acquired intangible assets
An intangible resource acquired with a subsidiary undertaking is recognised as an intangible asset if it is separable
from the acquired business or arises from contractual or legal rights, it is expected to generate future economic
benefits and its fair value can be measured reliably. The identification of intangible assets acquired as part of
business combinations requires judgement. For each business combination the balance of goodwill to other
intangible assets is reviewed for appropriateness.
Acquired intangible assets, comprising brands, restaurant contracts and intellectual property, are amortised
through the Consolidated Income Statement on a straight-line basis over their estimated economic lives of
between three and ten years. Significant judgement is required in determining the fair value and economic
lives of acquired intangible assets. External valuations are obtained for significant acquisitions. Details of the
intangible assets recognised on acquisition, during the year, are disclosed in Note 31.
e) Impairment of goodwill and intangible assets
The Group’s balance sheet includes significant goodwill and other intangible assets. Impairment exists when the
carrying value of an asset or CGU exceeds its recoverable amount, which is the higher of its fair value less costs
of disposal and its value-in-use.
Determining whether an asset is impaired requires an estimation of the value-in-use of the CGU to which the
asset has been allocated. The value-in-use calculation is based on a discounted cash flow model. The cash flows
are derived from the budget for the next three years and do not include restructuring activities that the Group
is not yet committed to, or significant future investments that will enhance the asset’s performance of the CGU
being tested. The recoverable amount is sensitive to the discount rate used as well as the expected future cash
inflows and the growth rate used for the period beyond the three budgets.
The key assumptions used to determine the recoverable amount for the different CGUs, including a sensitivity
analysis, are disclosed and further explained in Note 13.
f) Fair value measurement and valuation process
Some of the Group’s assets and liabilities are measured at fair value, particularly intangible assets acquired
through acquisition and deferred contingent consideration. In estimating fair value, the Group uses market
observable and deferred contingent consideration data where available. Where market observable and deferred
contingent consideration data is not available, recognised valuation methodologies are used. See Notes 23
and 31 for further details.
g) Taxation
The Group’s tax charge is the sum of the total current and deferred tax charges arising in each jurisdiction. As a
result of the Group’s growing global footprint, the changing global tax environment and income taxes arising in
numerous jurisdictions, there are some transactions for which the ultimate tax determination is uncertain during
the ordinary course of business. The calculation of the Group’s total tax charge involves estimation and judgement
in respect of certain matters where the tax impact is uncertain until a conclusion is reached with the relevant
tax authority or through a legal process. Resolving tax issues can take several years and is not always within the
control of the Group. Current tax liabilities are recognised for uncertain tax positions when the Group has a
present obligation as a result of a past event and it is probable that there will be a future outflow of funds to a
taxing authority. These may be, for example, in respect of enquiries raised and additional tax assessments issued.
Liabilities in respect of uncertain tax positions are measured based on management’s interpretation of
country-specific tax law and assigning probabilities to the possible likely outcomes and range of taxes payable in
order to ascertain a weighted average probable liability. In-house tax experts, professional firms and previous
experience are used to help assess the tax risks when determining and recognising such liabilities. See Note 11
for further details.
Where the final amounts payable are different to the liabilities recognised in previous periods the required
adjustments in respect of prior years are recorded in the current period in the income statement, or directly
to equity, as appropriate.
134
Annual Report & Accounts 2016Notes to the consolidated financial statements continuedYear ended 31 December 2016 Company balance sheet
As at 31 December 2016
Non-current assets
Investments in subsidiaries
Current assets
Cash and cash equivalents
Trade and other receivables
Total assets
Current liabilities
Trade and other payables
Net current assets
Net assets
Equity
Share capital
Share premium account
Retained earnings
Total equity
Notes
42
43
As at
31 December
2016
£m
As at
31 December
2015
£m
581.8
581.8
0.1
21.8
21.9
573.7
573.7
—
25.8
25.8
603.7
599.5
(0.1)
21.8
—
25.8
603.6
599.5
25
26
45
6.8
562.2
34.6
603.6
6.8
555.5
37.2
599.5
The Company’s reported loss for the year ended 31 December 2016 was £5.4 million (2015: £3.0 million profit).
The Company financial statements on pages 135 to 138 were authorised for issue by the Board of Directors and
signed on its behalf by:
David Buttress
Chief Executive Officer
Paul Harrison
Chief Financial Officer
Just Eat plc
6 March 2017
Company registration number
06947854 (England and Wales)
135
Financial statementswww.justeatplc.com Company statement of changes in equity
Year ended 31 December 2016
Notes
Share capital
£m
Share premium
account
£m
Retained
earnings
£m
5.7
—
—
1.1
—
—
6.8
—
—
—
—
—
120.5
—
—
434.5
0.5
—
555.5
—
—
6.2
0.5
—
31.6
3.0
3.0
—
—
2.6
37.2
(5.4)
(5.4)
—
—
2.8
25, 26
26
34
25, 26
26
34
Total
equity
£m
157.8
3.0
3.0
435.6
0.5
2.6
599.5
(5.4)
(5.4)
6.2
0.5
2.8
6.8
562.2
34.6
603.6
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
Note
(5.0)
(2.8)
(0.9)
0.9
—
5.2
(0.1)
0.1
—
—
—
—
—
—
—
—
0.1
—
0.1
(0.7)
0.6
(0.5)
125.5
(0.2)
121.9
6.3
(434.0)
(131.0)
(558.7)
435.6
0.5
0.6
436.7
—
—
—
25
1 January 2015
Profit for the year
Total comprehensive income
Issue of capital (net of costs)
Exercise of options
Share based payment charge
31 December 2015
Loss for year
Total comprehensive income
Issue of capital (net of costs)
Exercise of share options
Share based payment charge
31 December 2016
Company cash flow statement
Year ended 31 December 2016
Operating loss for the year
Adjustments for:
Facility fee and interest paid
Non-cash long-term employee incentive costs
Non-cash other items
Decrease in receivables
Decrease in payables
Net cash from operating activities
Investing activities
Interest received
Net cash outflow on investment in subsidiaries
Repayment of intercompany loan
Net cash used in investing activities
Financing activities
Net proceeds from placing and open offer
Proceeds from sale of shares by the employee benefit trust
Proceeds arising on exercise of options
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Net cash and cash equivalents at end of year
136
Annual Report & Accounts 2016 Notes to the Company financial statements
Year ended 31 December 2016
41. Significant accounting policies
Basis of accounting
The Company financial statements have been prepared in accordance with International Financial Reporting
Standards (“IFRS”) and IFRS Interpretations Committee interpretations as endorsed by the European Union, and
with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, and therefore comply
with Article 4 of the IAS Regulation and IFRS as issued by the International Accounting Standards Board.
The financial statements have been prepared on the historical cost basis, except for certain financial instruments
which have been measured at fair value. In accordance with the exemption allowed under section 408(3) of the
Companies Act 2006, the Company has not presented its own income statement and statement of comprehensive
income. The Company has applied the same accounting policies as the Group as defined in Note 39. These policies
have been consistently applied to all years presented.
The Company’s risk management policies relating to credit risk, market risk, capital risk and liquidity risk are
detailed in Note 35.
42. Investments in subsidiaries
The carrying value of the Company’s subsidiaries and associates at 31 December 2016 was as follows:
At 1 January
Additions
At 31 December
The Company’s operating subsidiaries, directly owned by the Company, are disclosed in Note 37.
The investments in subsidiaries are all stated at cost less cumulative impairment losses.
43. Trade and other receivables
Amounts owed by subsidiary undertakings
Other receivables
Total trade and other receivables
2016
£m
573.7
8.1
581.8
2015
£m
6.7
567.0
573.7
2016
£m
10.4
11.4
21.8
2015
£m
14.0
11.8
25.8
At 31 December 2016, other receivables of £11.4 million (2015: £11.8 million) included amounts due from the
EBT Trustee of £8.3 million (2015: £8.3 million) and loans made to the participants of the JSOP of £1.7 million
(2015: £3.5 million). The carrying amounts of these assets approximate their fair value. There are no overdue
or impaired receivable balances (2015: £nil).
44. Related party transactions
Compensation of key management personnel of the Company
Short-term employee benefits
Post-employment pension
Share based compensation
Total compensation of key management personnel
Year ended
31 December
2016
£m
Year ended
31 December
2015
£m
2.7
—
0.9
3.6
1.8
—
0.9
2.7
137
Financial statementswww.justeatplc.com 44. Related party transactions continued
Compensation of key management personnel of the Company continued
The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related
to key management personnel. The amounts in respect of share based compensation are the IFRS 2 charges.
Key management personnel are members of the Board. The two executive members of the Board were the only
employees of the Company (2015: two). Further information on the remuneration of the Directors and Directors’
interests in Ordinary Shares of the Company are disclosed in the Report of the Remuneration Committee on
pages 60 to 77.
On 24 March 2014, prior to the IPO, the Company called all the unpaid subscription amounts, totalling £13.2 million,
in respect of certain shares issued under the JSOP. In order to facilitate this, the Company made loans to participants
of the JSOP and Appleby Trust (Jersey) Limited totalling £5.3 million and £7.9 million, respectively. The loans
provided to the participants of the JSOP included loans to key management personnel totalling £3.0 million.
As at 31 December 2016, the amount due from key management personnel in respect of these loans was
£1.0 million (2015: £2.3 million).
The weighted average subscription price of the JSOP awards was 28 pence. Should the Company’s share price
fall below the subscription price, on exercise by the employee or on the Company calling the loans, the Company
has guaranteed to fund the shortfall.
Key management personnel’s interests in the share schemes
The outstanding share options and awards held by key management personnel are summarised below:
Issue date
2011
2013
2015
2016
31 December
2016
Number
(‘000)
31 December
2015
Number
(‘000)
Vesting date
233
2,899
96
346
3,574
1,299
5,769
149
Up to October 2012
Up to July 2016
Up to April 2018
— Up to December 2019
7,217
Weighted
average
threshold/
exercise price
(pence)
12.0
62.0
—
—
Refer to Note 34 for further details about the Group’s share options and award schemes.
45. Retained earnings
At 1 January
(Loss)/profit attributable to owners of the Company
Share based payment charge
At 31 December
As at
31 December
2016
£m
As at
31 December
2015
£m
37.2
(5.4)
2.8
34.6
31.6
3.0
2.6
37.2
138
Annual Report & Accounts 2016Notes to the Company financial statements continuedYear ended 31 December 2016
Directors’ report
The Directors have pleasure in presenting their Annual
Report and audited financial statements of the Company
and the Group for the year ended 31 December 2016.
The Directors’ Report contains certain statutory,
regulatory and other information and incorporates,
by reference, the Strategic Report and the Corporate
Governance Report included earlier in this document.
Research and development
We continue to dedicate resources to the development
of new technologies, in order to improve the consumer
experience and enhance our offering to our Restaurant
Partners. Expenses incurred are capitalised when
it is probable that future economic benefits will be
attributable to the asset and that these costs can
be measured reliably.
Strategic Report
A fair review of the Group’s performance during the
period and of its position at the period end, including
commentary on its likely future development and
prospects, is set out in the Strategic Report on
pages 4 to 39, while information on principal risks and
uncertainties and key performance indicators is given
on pages 20 to 23 and page 19, respectively. All this
information should be read in conjunction with this
report. The Corporate Governance Report, including
the Directors’ Remuneration Report, on pages 60 to 77,
summarises the Company’s governance and Directors’
remuneration arrangements. Our people and community
report on pages 36 to 39 summarises the Group’s
approach to diversity, health and safety, environmental
matters and community matters. All these sections
form part of this Directors’ Report, into which they
are incorporated by reference.
Results and dividends
The audited financial statements of the Group and of
the Company for the period under review are set out
on pages 85 to 134 and pages 135 to 138, respectively.
The Company intends to retain its earnings to expand
the growth and development of its business and,
therefore, does not anticipate paying dividends in
the foreseeable future.
2017 Annual General Meeting (“AGM”)
An explanation of the resolutions to be proposed at the
AGM, and the recommendation of Directors in relation
to these, is included in the circular to shareholders
accompanying this Annual Report. Resolutions regarding
the authority to issue shares are commented upon
later in this report under share capital.
Change of control
In the event of a takeover, a scheme of arrangement
(other than a scheme of arrangement for the purposes
of creating a new holding company) or certain other
events, unvested Executive Director and employee
share awards may in certain circumstances become
exercisable. Such circumstances may, although do not
necessarily, depend on the achievement of performance
conditions or the discretion of the Remuneration
Committee. The Company does not have any agreements
with any Director or officer of the Company that would
provide compensation for loss of office or employment
resulting from a takeover.
The Group has facility agreements in place with its bank
lenders which contain provisions giving those lenders
certain rights on a change of control of the Company.
Save as otherwise disclosed above, there are no other
significant agreements to which the Company is a party
to that take effect, alter or terminate upon a change
of control following a takeover bid.
Financial instruments
Our risk management policies relating to credit risk,
market risk, capital risk and liquidity risk are detailed
within Note 35 of the notes to the financial statements
on pages 117 to 120. In addition, the overall risk
framework and strategy for the Group is included
within the Strategic Report on pages 4 to 39.
Employment of disabled persons
Our policy in respect of the employment of disabled
persons is set out in our people and community report
on page 38.
The Company’s AGM will be held at The Lincoln Centre,
18 Lincoln’s Inn Fields, London WC2A 3ED at 9.30am
on 27 April 2017.
Employee consultation
Details of employee consultation are set out in our
people and community report on page 37.
139
Financial statementswww.justeatplc.com Directors’ report continued
Substantial shareholdings
At 6 March 2017, the Company had been notified in
accordance with the Disclosure and Transparency
Rules of the UK Listing Authority, or was aware, that
the following held, or were beneficially interested in,
3 per cent or more of the Company’s shares at that date:
Number of
Ordinary Shares
% of voting
rights 1
The Sara Marron Discretionary
Settlement (the “SM Trust”)2
Deutsche Bank AG3
Wellington Management
Group LLP
Old Mutual Plc3
Munch S.A.R.L.
121,972,442
40,776,578
34,046,995
33,149,472
25,408,291
17.98
6.02
5.03
4.89
3.74
1. Total voting rights attached to the issued share capital of the Company comprising
678,516,011 Ordinary Shares each of £0.01 nominal value, being the 678,516,011
Ordinary Shares in issue at 6 March 2017.
2. STM Fidecs Trust Company Limited is the holder of registered legal title to the
Ordinary Shares beneficially owned by the SM Trust.
3. As at 31 December 2016:
• Deutsche Bank AG held 40,507,540 shares representing 5.98 per cent
of the voting rights in the Company at that time.
• Old Mutual plc held 42,514,729 shares representing 6.28 per cent of the
voting rights in the Company at that time.
• BlackRock Inc held 44,937,970 shares representing 6.63 per cent of the
voting rights in the Company at that time.
The Company received no notifications of interests
indicating a different whole percentage holding at
31 December 2016 other than as shown in the
footnotes to the table above.
Directors
The Directors of the Company who served throughout
the period and up to the date of signing this Annual
Report (except where noted) were:
• Dr John Hughes (Chairman) CBE, Hon DSc;
• David Buttress (CEO);
• Paul Harrison (CFO)
(appointed 26 September 2016);
• Gwyn Burr;
• Frederic Coorevits;
• Roisin Donnelly (appointed 17 October 2016);
• Andrew Griffith;
• Diego Oliva;
• Mike Wroe (CFO) (resigned 26 September 2016);
• Benjamin Holmes (resigned 1 March 2016); and
• Michael Risman (resigned 1 March 2016).
140
Certain key matters in connection with the Directors
are shown below:
• The business of the Company is managed by its
Directors, who may exercise all powers of the
Company subject to the Articles of Association
and UK legislation. Directors of the Company are
appointed either by the Board or by shareholders
under the Company’s Articles of Association and
may resign or be removed in a similar manner.
• Biographical details of the current Directors are
set out on pages 42 and 43. The Directors’ interests
in the Ordinary Share capital of the Company and
any interests known to the Company of their
connected persons are set out in the Report
of the Remuneration Committee commencing
on page 60.
• The Company has made qualifying third-party
indemnity provisions for the benefit of its Directors
in relation to certain losses and liabilities that they
may incur in the course of acting as Directors of
the Company, its subsidiaries or associates, which
remain in force at the date of this report. No member
of the Board had a material interest in any contract
of significance with the Company or any of its
subsidiaries at any time during the year, except
for their interests in shares and in share awards
and under their service agreements and letters
of appointment disclosed in the Report of the
Remuneration Committee commencing on
page 60.
Share capital
Certain key information relating to the Company’s
shares is shown below:
• The Company’s shares at the year end comprised
entirely Ordinary Shares of £0.01 each, which rank
equally in all respects.
• The rights attached to the shares, in addition to those
conferred on their holders by law, are set out in the
Company’s Articles of Association. The Company’s
Articles of Association may only be amended by
a special resolution of the shareholders.
• There are no restrictions on the transfer of shares
or on the exercise of voting rights attached to them,
except: (i) where the Company has exercised its
right to suspend their voting rights or to prohibit
their transfer following the omission of their holder,
or any person interested in them, to provide the
Company with information requested by it in
accordance with Part 22 of the Companies Act 2006
(the “Act”); or (ii) where their holder is precluded
from exercising voting rights by the FCA’s Listing
Rules or the City Code on Takeovers and Mergers.
• The Group operates employee share plans as set
out in the Report of the Remuneration Committee
commencing on page 60 and in Note 34 of the
financial statements.
Annual Report & Accounts 2016 Share capital continued
• Shares held by the EBTs abstain from voting.
(i) that Shareholder Party ceases to hold at least
5 per cent of the Ordinary Shares; or
• Save as described above, shares acquired through
the Company’s employee share plans rank pari passu
with shares in issue and have no special rights.
• During the year, the Company issued 1,046,601
Ordinary Shares at a price of 574.13 pence per share,
in connection with its acquisition of SkipTheDishes.
These shares were admitted to the London Stock
Exchange’s main market on 20 December 2016.
• At the year end, the Company had authority
exercisable by the Directors to issue up to
447,660,593 shares subject to certain restrictions.
The Company will seek to renew its authority
to issue shares at the 2017 AGM.
• At the AGM on 27 April 2016, shareholders granted
the Company limited authority to make market
purchases of up to 10 per cent of the Company’s
issued share capital. This is a standard authority
which many listed companies maintain and which
the Company has no current intention of utilising,
however, it will seek to renew this authority again
at the 2017 AGM.
• Save as described under the Board Representation
Agreement described below, the Company is not
aware of any agreements or control rights between
shareholders that may result in restrictions on the
transfer of securities or on voting rights.
Further information regarding the Company’s share
capital, including the changes to this during the year,
is set out in Note 25 of the financial statements.
Board Representation Agreement
At the time of the Company’s IPO in April 2014, the
SM Trust, Index Ventures and Vitruvian Partners entered
into an agreement (the “Agreement”) with the Company
which entitles each such shareholder party and
their respective permitted transferees (together the
“Shareholder Parties” and each a “Shareholder Party”)
to appoint one Director to the Board of the Company.
The initial appointees were Frederic Coorevits
(SM Trust appointee), Benjamin Holmes (Index Ventures
appointee) and Michael Risman (Vitruvian Partners
appointee). The Agreement states that this entitlement
shall lapse in respect of a Shareholder Party and such
Shareholder Party shall procure that its appointee
will resign:
(a) during the period commencing on the date of the
agreement and expiring on the date falling two years
thereafter or, if later, the date of the Company’s
AGM held in 2016 (the “Initial Period”), if:
(ii) on the occurrence of the Company’s AGM held
in 2016, such Shareholder Party has ceased
at any time during the Initial Period to hold at
least 10 per cent of the Ordinary Shares; and
(b) at any time following the Initial Period, where that
Shareholder Party does not hold at least 10 per cent
of the Ordinary Shares.
Each Shareholder Party has also agreed not to propose
the appointment of a further Board representative or
vote against the election or re-election of a person the
Board has put forward for election or re-election as a
Director of the Company.
Following the reductions in their respective Shareholder
Party holdings in Ordinary Shares in the Company and
the subsequent resignations of Michael Risman and
Benjamin Holmes from the Board on 1 March 2016,
this Agreement has now lapsed in respect of Board
appointee entitlement for both Vitruvian Partners and
Index Ventures. Frederic Coorevits remains a Board
appointee on behalf of SM Trust and will remain so
until he steps down or the Agreement lapses for one
of the reasons stated above.
Corporate governance
The Company is committed to high standards of
corporate governance. Its application of the principles
of good governance in respect of the UK Corporate
Governance Code for the period under review is
described in the Corporate Governance Report on
pages 40 to 41.
The Directors’ responsibility statement in respect
of this Annual Report and the financial statements
appears on page 143.
Tax governance and risk management
The Company is committed to high standards of tax
governance. The Group’s tax strategy is due to be
published on the Company’s website within the
legislated timetable later this year.
Going concern
The Company’s statement with regard to the going
concern basis for preparing the financial statements is
included in Principal risks and uncertainties on page 21.
Political donations
The Company did not make any political donations
during the year.
141
Financial statementswww.justeatplc.com
Directors’ report continued
Greenhouse gas emissions
This section has been prepared in accordance with our regulatory obligation to report greenhouse gas emissions
pursuant to Section 7 of The Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013.
The table below shows our emissions performance for the years ended 31 December 2014, 2015 and 2016. Our 2016
emissions disclosure has been independently verified by Carbon Credentials against the ISO 14064-3 standard.
GHG source
2016
2015
2014
Scope 1 combustion of fuel and operation of facilities (tCO2)
Scope 2 (location-based) – electricity (tCO2)
Scope 2 (market-based) – electricity (tCO2)
Scope 3 business travel (tCO2)
Total Scope 1, 2 & 3 emissions (location-based)
tCO2e per £m (Scope 1, 2 & 3 emissions (location-based))
Scope 1 comprises vehicle emissions in relation to operational visits to restaurants.
Scope 2 comprises our energy consumption in buildings.
Scope 3 comprises other business travel.
1,088
802
910
2,306
4,196
11.2
1,026
627
n/a
771
2,424
9.8
1,154
1,058
n/a
432
2,644
16.8
Data notes:
• We quantify and report our organisational greenhouse gas emissions in alignment with the WRI’s Greenhouse
Gas (“GHG”) Protocol Corporate Accounting and Reporting Standard.
• Emissions from the consumption of electricity outside of the UK are reported in tCO2 rather than tCO2e
since the International Energy Agency emission factors for electricity currently account for carbon dioxide
emissions only.
• This year we have calculated our Scope 2 emissions using the location-based and market-based methods.
Under the location-based method, we have utilised the UK Government and the International Energy Agency
country-specific emission factors for electricity generation. Under the market-based method, for our European
operations, we have utilised the residual mix electricity emission factor published by RE-DISS as we have been
unable to obtain tariff specific emission factors from our suppliers, and for all non-European suppliers we
have utilised the location-based grid electricity emission factors as residual emission factors have yet to be
calculated outside of Europe. This approach is in line with the data hierarchy outlined in the GHG Protocol
Scope 2 Guidance.
•
In line with previous years we have presented our total emissions in relation to revenues, in order to represent
how our emissions are impacted by the growth in the business.
Performance
Emissions have increased by 73 per cent which is largely
due to the continued growth of the business, particularly
in our markets outside the UK. In addition, M&A and
integration activities such as the acquisition of Menulog
in June 2015, the acquisition of businesses in Italy,
Spain and Mexico in 2016 and an increase in emissions
from our leased vehicles resulting from increased sales
activity have contributed to the increase. The sale of the
Group’s business in Benelux would not have had a
material impact on total emissions given its size
relative to the remaining Group.
Related party transactions with Directors
Please refer to Note 36 for details of transactions
entered into with related parties.
Overseas branches
The Company has no branches outside the UK.
Events after the balance sheet date
There have been no significant adjusting or non-adjusting
events since the balance sheet date.
142
Annual Report & Accounts 2016 Directors’ responsibility statement
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance
with applicable law and regulations. UK company law
requires the Directors to prepare financial statements
for each financial year. Under that law the Directors
have prepared the Group and Parent Company financial
statements in accordance with IFRS, as adopted by the
European Union. Under UK company law the Directors
must not approve the financial statements unless they
are satisfied that they give a true and fair view of the
state of affairs of the Group and the Company and of
the profit or loss of the Group for that period. In preparing
these financial statements, the Directors are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and accounting estimates that
are reasonable and prudent;
• state whether applicable IFRSs, as adopted by the
European Union, have been followed, subject to any
material departures disclosed and explained in the
financial statements; and
• prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and the Group and enable them to
ensure that the financial statements and the Directors’
Remuneration Report comply with the Companies Act
2006 (the “Act”) and, as regards the Group financial
statements, Article 4 of the IAS Regulation. They are
also responsible for safeguarding the assets of the
Company and the Group and hence for taking reasonable
steps for the prevention and detection of fraud and
other irregularities.
Each of the Directors, whose names and functions are
listed on pages 42 to 43, confirm that, to the best of
each person’s knowledge and belief:
•
the Annual Report, taken as a whole, is fair,
balanced and understandable and provides the
information necessary for shareholders to assess
the Company’s and the Group’s performance,
business model and strategy;
•
•
the Company and Group financial statements, which
have been prepared in accordance with IFRS, as
adopted by the EU, give a true and fair view of the
assets, liabilities, financial position and profit of the
Group and the Parent Company; and
the Strategic Report and Directors’ Report include
a fair review of the development and performance
of the business and the position of the Company
and the Group, together with a description of the
principal risks and uncertainties that they face.
Disclosure of information to the auditor
Each of the Directors of the Company at the time
when this report was approved confirms that:
• so far as the Director is aware, there is no relevant
audit information of which the Company’s auditor
is unaware; and
• he or she has taken all the steps that he or she
ought to have taken as a Director in order to make
himself or herself aware of any relevant audit
information and to establish that the Company’s
auditor is aware of that information.
This confirmation is given in accordance with
section 418(2) of the Act.
Auditor
Deloitte LLP, the Group’s auditor, has indicated
its willingness to continue in office and, on the
recommendation of the Audit Committee and in
accordance with section 489 of the Act, a resolution
to reappoint it will be put to the 2017 AGM.
On behalf of the Board
Tony Hunter
Company Secretary
6 March 2017
143
Financial statementswww.justeatplc.com
Glossary of terms
Adjusted earnings per share – profit attributable
to the holders of Ordinary Shares in the Parent,
before long-term employee incentive costs;
exceptional items; other gains and losses; foreign
exchange gains and losses; amortisation of acquired
intangible assets; and the tax impact of these
adjusting items, divided by the weighted average
number of shares outstanding during the period.
Active users – those consumers that have placed at
least one order in the last 12 months.
Admission – the admission of the Ordinary Shares
to the High Growth Segment of the Main Market
of the London Stock Exchange which occurred on
8 April 2014. On 6 May 2014, the Group transitioned
to the Premium Listing Segment of the Official List
of the UK Financial Conduct Authority.
AFS – available for sale.
AGM – the Annual General Meeting of the Company,
which will be held on 27 April 2017 at 9.30am at
The Lincoln Centre, 18 Lincoln’s Inn Fields, London
WC2A 3ED.
AOV – average order value.
Company – Just Eat plc, a company incorporated in
England and Wales with registered number 06947854
whose registered office is at Masters House,
107 Hammersmith Road, London W14 0QH.
Consumer – end users of the Just Eat websites
and apps, who use them to place orders online.
Corporate website – www.justeatplc.com.
CSOP – the Just Eat Company Share Option Plan.
Directors – the Directors of the Company whose
names are set out on pages 42 and 43.
Disclosure and Transparency Rules – the Disclosure and
Transparency Rules made under Part VI of the Financial
Services and Markets Act 2000 (as amended).
EBITDA – earnings before finance income and costs,
taxation, depreciation and amortisation.
EBT – the Employee Benefit Trust, which is
administered by Appleby Trust (Jersey) Limited.
eCRM – electronic customer relationship marketing.
EMI Scheme – the Just Eat Enterprise Management
Incentive Scheme.
Average revenue per order (“ARPO”) – calculated as
order driven revenues divided by the number of orders.
Articles – the Articles of Association of the Company.
EPS – earnings per share.
ESOS – employee share option scheme.
ETR – effective tax rate.
Associates or associated undertakings –
(from 14 November 2013) Achindra Online Marketing
Private Limited, the Group’s Indian joint venture which
was disposed of on 14 January 2015, and (from
3 November 2014) IF-JE Participações Ltda, the
Group’s Latin American associated undertaking.
Benelux – the Group’s former operations in Belgium
and The Netherlands.
Board – the Board of Directors of Just Eat plc.
CGU – cash-generating unit.
CMA – Competition and Markets Authority.
Companies Act – the Companies Act 2006
(as amended).
Exceptional items – items that, by virtue of their
nature and incidence, have been disclosed separately
in order to draw them to the attention of the reader
of the financial statements.
Executive Directors – David Buttress and Paul Harrison
(since 26 September 2016, and Mike Wroe before
that date).
Executive Team – The Executive Directors, Adrian Blair
(Chief Operating Officer), Graham Corfield
(UK Managing Director), Barnaby Dawe
(Chief Marketing Officer), Fernando Fanton (Chief
Product and Technology Officer) and Lisa Hillier
(Chief People Officer).
144
Annual Report & Accounts 2016 FBA – FBA Invest SaS, the Group’s French subsidiary
which trades as ALLORESTO.fr, through its subsidiary
Eat On Line Sa.
FRC – the Financial Reporting Council.
Full time equivalent (“FTE”) – the number of employees
after factoring in reduced hours worked by part time staff.
FVTPL – fair value through profit or loss.
GHG – greenhouse gases.
Group – Just Eat plc and its subsidiary undertakings
(as defined by the Companies Act 2006).
HMRC – Her Majesty’s Revenue & Customs.
IAS – International Accounting Standard(s).
IF-JE – IF-JE Participações Ltda, the Group’s Latin
American associated undertaking.
IF-JE NL – IF-JE Holdings B.V., the Group's associated
undertaking that holds a 49 per cent stake in our
Mexican business. This associate is 67 per cent owned
by Movile.
IFRS – International Financial Reporting Standard(s)
as adopted for use in the European Union.
IFRS IC – International Financial Reporting Standards
Interpretations Committee.
IP – intellectual property.
IPO – initial public offering of the Company’s Ordinary
Shares immediately post-admission on 8 April 2014.
Just Connect Terminal (“JCT”) – mobile network
technology provided to Restaurant Partners, which
enables them to receive orders from Just Eat.
Just Eat – the Group or Just Eat plc and its subsidiary
undertakings (as defined by the Companies Act 2006).
JSOP – the Just Eat Joint Share Ownership Plan.
KPI – key performance indicator.
Menulog – Menulog Group Limited and its subsidiary
undertakings, which include the Group’s operations
in Australia and New Zealand.
Mobile device – any or all of: smartphones, tablets and
any other handheld computing device.
Movile – Movile Mobile Commerce Holding S.L.
Non-executive Directors – the Non-executive Directors
of the Company designated as such on pages 42 and 43.
Orderpad – internet connected Android tablet provided
to Restaurant Partners, which enables them to receive
orders and provide order tracking to consumers.
Ordinary Shares – the Ordinary Shares with a nominal
value of £0.01 each in the share capital of the Company.
R&D – research and development.
Restaurant Partner – any restaurant signed up to
Just Eat, offering either delivery or collection services
via the Just Eat websites or apps.
Shareholder – a holder for the time being of Ordinary
Shares of the Company.
SinDelantal – SinDelantal Mexico S.A. de C.V.,
the Group’s Mexican subsidiary.
SIP – the Just Eat Share Incentive Plan.
The Code – the UK Corporate Governance Code
published by the FRC in September 2014.
TSR – total shareholder return – the growth in value of
a shareholding over a specified period, assuming that
dividends are reinvested to purchase additional shares.
Underlying EBITDA – the main measure of profitability
used by management to assess the performance of
the Group’s businesses. It is defined as earnings before
finance income and costs; taxation; depreciation and
amortisation (“EBITDA”) and additionally excludes
the Group’s share of depreciation and amortisation
of associates; long-term employee incentive costs;
exceptional items; foreign exchange gains and losses;
and other gains and losses (being profits or losses arising
on the disposal and deemed disposal of operations, and
gains and losses on financial assets held at fair value).
At a segmental level, Underlying EBITDA also excludes
intra-group franchise fee arrangements and incorporates
an allocation of Group technology and central costs
(both of which net out on a consolidated level).
VAT – UK value added taxation.
145
Financial statementswww.justeatplc.com Company information
Company secretary
Tony Hunter
Company number
06947854
Registered office
Masters House
107 Hammersmith Road
London
W14 0QH
Website
www.justeatplc.com
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
United Kingdom
Twitter: @AskEquiniti
Phone: 0371 384 2030 (UK holders)
Phone: +44 121 415 7047 (international holders)
Website www.shareview.co.uk
Corporate advisers
Auditor
Deloitte LLP
Banker
Barclays Bank plc
Brokers
Goldman Sachs International
J.P. Morgan Securities plc
Solicitors
Linklaters LLP
Taylor Wessing LLP
Bird & Bird LLP
Just Eat plc is committed to the environmental issues reflected in this Annual
Report. The report is printed on Arcoprint, which is FSC® certified and ECF
(Elemental Chlorine Free).
Printed in the UK by Park Communications using their environmental printing
technology. Both manufacturing mill and the printer are registered to the
Environmental Management System ISO14001 and are Forest Stewardship
Council® (FSC) chain-of-custody certified.
146
Design Portfolio is committed to planting
trees for every corporate communications
project, in association with Trees for Cities.
Board photography: Matt Leete
Annual Report & Accounts 2016
Five-year summary
The following tables sets out a summary of selected audited key financial information for the Group.
Summary income and cash flow statements
Revenues
Underlying EBITDA
Profit/(loss) before tax
Net profit/(loss) for the year
Adjusted basic earnings/(loss) per share (pence)
Net cash inflow from operating activities
Net cash outflow used in investing activities
Net cash inflow from financing activities
Net (decrease)/increase in cash and cash equivalents
Summary balance sheet
Net assets
Net cash and cash equivalents
2016
£m
375.7
115.3
91.3
71.4
12.2
97.0
(167.5)
2.3
(68.2)
Year ended 31 December
2015
£m
247.6
59.7
34.6
23.0
6.6
74.2
(465.5)
425.1
2014
£m
157.0
32.6
57.4
51.8
4.2
38.1
(19.3)
84.2
33.8
103.0
As at 31 December
2016
£m
825.7
130.6
2015
£m
625.9
192.7
2014
£m
183.8
164.1
The following table sets out a summary of selected key performance indicators for the Group.
Key performance indicators
Orders (millions)
ARPO (£)
Active users (millions)
Restaurant Partners (‘000)
2016
136.4
2.59
2016
17.6
68.5
Year ended 31 December
2015
96.2
2.35
2015
13.4
61.5
2014
61.2
2.29
As at 31 December
2014
8.1
45.7
2013
£m
96.8
14.1
10.2
6.8
1.4
19.2
(7.7)
—
11.5
2013
£m
53.6
61.6
2013
40.2
2.11
2013
5.9
36.4
Keep up to date
For more information on our business and all our
latest news and press releases simply visit us at
www.justeatplc.com
2012
£m
59.8
2.3
(2.6)
(4.5)
(0.3)
10.1
(3.1)
35.1
42.1
2012
£m
46.5
50.0
2012
25.3
2.00
2012
4.1
29.9
147
Financial statementswww.justeatplc.com J
u
s
t
E
a
t
p
l
c
A
n
n
u
a
l
R
e
p
o
r
t
a
n
d
A
c
c
o
u
n
t
s
2
0
1
6
Fleet Place House
2 Fleet Place
London EC4M 7RF
United Kingdom
Tel: +44 (0) 344 243 7777
Email: investor.relations@just-eat.com
www.justeatplc.com