Just Eat Takeaway.com N.V. — Director's Dealing 2019

Sep 9, 2019

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RNS Number : 6657L

Bank of America Merrill Lynch

09 September 2019

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

Rule 8.5 of the Takeover Code (the "Code")

1.	KEY INFORMATION

(a)	Name of exempt principal trader:

Bank of America Merrill Lynch

(b)	Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree

Takeaway.com NV

(c)	Name of the party to the offer with which exempt principal trader is connected:

Takeaway.com NV

(d)	Date dealing undertaken:

06/09/2019

(e)	In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state "N/A"

YES

If YES, specify which:

(Just Eat PLC)

2.	DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class

of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)	Purchases and sales

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
Common - ISIN NL0012015705	Purchase	11,488	83.75 EUR	81.95 EUR
Common - ISIN NL0012015705	Sale	27,289	83.8 EUR	82 EUR

(b)	Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	587	83.065 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	613	83.065 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Short Position	653	82.529 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Short Position	1,639	83.507 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	182	82.946 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Long Position	61	83.538 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Long Position	1,532	82.489 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Long Position	1,508	82.488 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Long Position	60	83.53 EUR
Common - ISIN NL0012015705	Swaps	Closing a Long Position	303	82.441 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	869	83.568 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	58	82.853 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	245	82.853 EUR
Common - ISIN NL0012015705	Swaps	Opening a Long Position	303	83.568 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Short Position	491	82.171 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	491	82.853 EUR
Common - ISIN NL0012015705	Swaps	Closing a Short Position	342	83.568 EUR
Common - ISIN NL0012015705	Swaps	Closing a Long Position	50	83.508 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Long Position	1,643	83.518 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Long Position	16	83.056 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Long Position	195	83.571 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Long Position	33	82.979 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	75	83.498 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	344	82.749 EUR
Common - ISIN NL0012015705	Swaps	Closing a Long Position	87	83.187 EUR
Common - ISIN NL0012015705	Swaps	Opening a Short Position	643	83.187 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	84	83.449 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	98	82.971 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	339	82.8 EUR
Common - ISIN NL0012015705	Swaps	Opening a Long Position	10,566	82.73 EUR

(c)	Stock-settled derivative transactions (including options)

(i)	Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(ii)	Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise Price per unit
N/A	N/A	N/A	N/A	N/A

(d)	Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
N/A	N/A	N/A	N/A

3.	OTHER INFORMATION

(a)	Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"
None

(b)	Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) The voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"
None

Date of disclosure:	09/09/2019
Contact name:	Tolu Tade
Telephone number:	+44207 996 3410

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information

Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's

dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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