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

Sep 27, 2019

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RNS Number : 9600N

Bank of America Merrill Lynch

27 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:

26/09/2019

(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	40,065	73 EUR	72.1 EUR
Common - ISIN NL0012015705	Sale	24,780	73.05 EUR	72.1 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 Long Position	80	72.26 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Long Position	400	72.26 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Long Position	315	72.53 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Long Position	482	72.7 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	1,219	72.844 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Long Position	662	72.594 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Long Position	1,116	72.575 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Long Position	3,282	72.575 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Long Position	2,717	72.575 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Long Position	1,493	72.575 EUR
Common - ISIN NL0012015705	Swaps	Closing a Long Position	461	72.874 EUR
Common - ISIN NL0012015705	Swaps	Opening a Long Position	461	72.52 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	426	72.648 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Long Position	141	72.845 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Long Position	6	73.006 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Long Position	479	72.844 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Short Position	50	72.857 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	523	72.703 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	269	72.703 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Short Position	480	72.535 EUR
Common - ISIN NL0012015705	Swaps	Closing a Long Position	33	72.709 EUR
Common - ISIN NL0012015705	Swaps	Reducing a Short Position	368	72.85 EUR
Common - ISIN NL0012015705	Swaps	Opening a Short Position	6	72.603 EUR
Common - ISIN NL0012015705	Swaps	Closing a Short Position	6	72.588 EUR
Common - ISIN NL0012015705	Swaps	Opening a Long Position	33	72.588 EUR
Common - ISIN NL0012015705	Swaps	Opening a Short Position	585	72.709 EUR
Common - ISIN NL0012015705	Swaps	Closing a Short Position	217	72.57 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Short Position	2,588	72.684 EUR
Common - ISIN NL0012015705	Swaps	Increasing a Short Position	7,765	72.685 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:	27/09/2019
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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