REG - Just Eat Plc - Full Year Results <Origin Href="QuoteRef">ANTO.L</Origin> <Origin Href="QuoteRef">JE.L</Origin> - Part 3

AntofagastaAnnouncement

17/03/2015 07:02

- Part 3: For the preceding part double click  ID:nRSQ5981Hb 

ordinary share capital of Orogo
Limited ("Orogo"). On the same day it increased its holding to 60% through a
share subscription, providing working capital to the business. 
 
Orogo is an innovative collection only app, which enables consumers to order
and pay for their lunch in advance and collect at their convenience, from some
of central London's most popular restaurants. 
 
The Group is committed to acquiring the minority shareholdings in Orogo in
2017 for consideration based on the performance of the business at that time.
A provision of £3.6 million was established for this commitment, being the
discounted (for the time value of money) fair value of the estimated
consideration payable. £3.6 million has been charged to equity as a result. 
 
Eatcity.ie 
 
On 3 November 2014, the Group acquired 100% of the ordinary share capital of
Eatcity Limited ("Eatcity"), which traded as Eatcity.ie in Ireland. The Group
obtained control of Eatcity and as a result the acquisition has been accounted
for as a business combination in accordance with IFRS 3. 
 
Menu Express and Delivery Town 
 
During 2014, Just Eat Canada Inc purchased the assets of two small
businesses. 
 
11.     Net cash inflow from operating activities 
 
                                                                                            
                                                             Year ended 31 December 2014£m  Year ended 31 December 2013£m  
                                                                                                                           
 Operating profit for the year                               19.0                           6.8                            
 Adjustments for:                                                                                                          
 Share of results of joint venture and associates            0.8                            -                              
 Depreciation of property, plant and equipment               3.3                            2.7                            
 Amortisation of intangible assets                           2.7                            0.9                            
 Non-cash long term employee incentive costs                 4.7                            1.7                            
 Other non-cash items                                        (0.3)                          (0.3)                          
                                                                                                                           
                                                                                                                           
 Operating cash flows before movements in working capital    30.2                           11.8                           
                                                                                                                           
 Increase in inventories                                     (0.2)                          (0.3)                          
 Increase in receivables                                     (6.8)                          (0.2)                          
 Increase in payables                                        19.2                           10.6                           
 Increase in deferred income                                 0.1                            1.5                            
                                                                                                                           
 Cash generated by operations                                42.5                           23.4                           
                                                                                                                           
 Income taxes paid                                           (4.4)                          (4.2)                          
                                                                                                                           
 Net cash inflow from operating activities                   38.1                           19.2                           
                                                                                                                           
 
 
12.     Related party transactions 
 
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 Trust) 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 2014, the amount due from key management
personnel in respect of these loans was £4.8 million (2013: nil). This
included £3.0 million in respect of Directors of the Company (2013: nil). 
 
The total compensation (including the IFRS 2 Share Based Payment charge for
share awards) of key management personnel for the year ended 31 December 2014
was £4.7 million (2013: £3.0 million). 
 
During the year ended 31 December 2014 dividends totalling £0.3 million (2013:
nil) were paid to key management personnel. Of this £0.2 million (2013: nil)
was paid to Directors of the Company 
 
13.     Post balance sheet events 
 
On 22 January 2015 the Group acquired the minority shareholdings in eat.ch
GmbH, the Group's Swiss trading subsidiary. As a result, the Group's stake
increased from 64% to 100%. As eat.ch GmbH was already consolidated as a
subsidiary the acquisition will have no impact on the Group's revenues or
underlying EBITDA. 
 
On 11 February the Group acquired a further 5% stake in IF-JE Participações
Ltda ("IF-JE"), the Group's Brazilian associated undertaking, bringing its
total stake to 30%. The consideration payable is dependent upon the future
performance of IF-JE and is payable in instalments over the period to 31
October 2016. Following the acquisition of the further stake, IF-JE will
continue to be accounted for as an associated undertaking. As IF-JE is
currently loss making the acquisition of a further stake will initially have a
small negative impact of the Group's Underlying EBITDA. 
 
On 13 February the Group acquired the entire share capital of Sindelantal
Mexico SA DE CV "Sindelantal Mexico"). Sindelantal Mexico is the market leader
in mobile and online takeaway in Mexico. It has approximately 2,500 restaurant
partners and generates over 50,000 orders per month. Given the timing of the
acquisition, it has not been possible to determine the fair values of the
assets and liabilities acquired. As Sindelantal Mexico is currently loss
making the acquisition will initially have a negative impact of the Group's
Underlying EBITDA. 
 
The total consideration for the above acquisitions is expected to be around
£35 million. 
 
In January the Group sold its shares in Achindra Online Marketing Private
Limited, the Group's Indian associated undertaking, to foodpanda. Prior to the
disposal the investment was accounted for using the equity accounting method.
As a consequence the sale will have no impact on the Group's revenues and a
small positive impact on Underlying EBITDA, as the Group will no longer
recognise a share of the entity's losses. The Group will recognise its
investment in foodpanda's Indian holding company at fair value. 
 
In March the Group signed a £90 million revolving credit facility agreement
with a syndicate of banks consisting of Barclays Bank plc, HSBC plc and RBS
plc. This has a one off fee and will result in an increased interest costs for
the Group in 2015, depending on the amount drawn down. As at the date of
signing the financial statements no debt has been drawn down. 
 
5. The content of the JUST EAT web site should not be considered to form a
part of or be incorporated into this announcement.
6. Based on a UK survey conducted by YouGov of adult takeaway users.
7. Excluding depreciation and amortisation. 
 
This information is provided by RNS
The company news service from the London Stock Exchange