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

Oct 14, 2019

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RNS Number : 7866P

GoldmanSachs International

14 October 2019

Warrant dealings in section 2(c) represent holdings in warrants rather than the underlying EUR 0.04

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:	(GS) GOLDMAN SACHS INTERNATIONAL
(b) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	TAKEAWAY.COM N.V.
(c) Name of the party to the offer with which exempt principal trader is connected:	JUST EAT PLC
(d) Date dealing undertaken:	11 October 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 the offer?      If it is a cash offer or possible cash offer, state "N/A"	YES - disclosed previously for 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
EUR 0.04	Purchases	52,726 58,464	72.9000 EUR 63.1946 GBP	70.5500 EUR 63.1946 GBP
EUR 0.04	Sales	131,115	72.9000 EUR	70.6038 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
EUR 0.04	CFD	Reducing a short position	138	71.1147 EUR
EUR 0.04	CFD	Increasing a short position	56	71.6868 EUR
EUR 0.04	CFD	Reducing a long position	448	71.7454 EUR
EUR 0.04	CFD	Increasing a short position	53	71.9992 EUR
EUR 0.04	CFD	Reducing a long position	372	72.0166 EUR
EUR 0.04	CFD	Reducing a long position	624	72.0607 EUR
EUR 0.04	CFD	Reducing a short position	10,000	72.0638 EUR
EUR 0.04	CFD	Reducing a long position	3,412	72.0757 EUR
EUR 0.04	CFD	Reducing a long position	2,539	72.1325 EUR
EUR 0.04	CFD	Increasing a short position	22	72.1628 EUR
EUR 0.04	CFD	Increasing a short position	23	72.1628 EUR
EUR 0.04	CFD	Reducing a short position	691	72.2054 EUR
EUR 0.04	CFD	Reducing a long position	241	72.2818 EUR
EUR 0.04	CFD	Reducing a long position	48	72.2938 EUR
EUR 0.04	CFD	Reducing a long position	915	72.3134 EUR
EUR 0.04	CFD	Reducing a long position	40	72.3363 EUR
EUR 0.04	CFD	Reducing a short position	1,700	72.3381 EUR
EUR 0.04	CFD	Increasing a short position	265	72.3612 EUR
EUR 0.04	CFD	Reducing a short position	285	72.3755 EUR
EUR 0.04	CFD	Increasing a long position	2,816	72.4199 EUR
EUR 0.04	CFD	Reducing a short position	427	72.4326 EUR
EUR 0.04	CFD	Opening a long position	980	72.4326 EUR
EUR 0.04	CFD	Increasing a long position	413	72.4500 EUR
EUR 0.04	CFD	Increasing a long position	2,600	72.4500 EUR
EUR 0.04	CFD	Reducing a short position	2,368	72.4554 EUR
EUR 0.04	CFD	Reducing a long position	572	72.4572 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
Warrant	Call Warrant	Purchasing	40	66.0000 EUR	AMERICAN	31/12/2030	0.5900 EUR

(ii)        Exercise

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

(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)

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:	14 October 2019
###### Contact name:	Kashif Rafiq and Papa Lette
###### Telephone number:	+44(20) 7051 0547 / +44(20) 7774 7442

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's 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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