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

Oct 23, 2019

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RNS Number : 9206Q

GoldmanSachs International

23 October 2019

Amendment - due to the amendment of Equity and Derivative transactions, the disclosure made on 22 October for dealings on 21 October has been updated. Sections 2(a) and 2(b) have been updated.

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:	21 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	127,122	73.4000 EUR	69.2500 EUR
EUR 0.04	Sales	169,127 350	73.4000 EUR 60.4095 GBP	69.3000 EUR 60.4095 GBP

(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	Opening a long position	350	60.4095 GBP
EUR 0.04	CFD	Opening a long position	5,000	69.5565 EUR
EUR 0.04	CFD	Increasing a short position	4,000	69.5878 EUR
EUR 0.04	CFD	Increasing a long position	188	70.6000 EUR
EUR 0.04	CFD	Increasing a short position	21	70.6763 EUR
EUR 0.04	CFD	Increasing a short position	14	70.6763 EUR
EUR 0.04	CFD	Increasing a short position	22	70.6763 EUR
EUR 0.04	CFD	Reducing a long position	46	70.6878 EUR
EUR 0.04	CFD	Reducing a short position	2,000	70.7062 EUR
EUR 0.04	CFD	Increasing a long position	1,226	70.9128 EUR
EUR 0.04	CFD	Increasing a long position	1,373	71.0000 EUR
EUR 0.04	CFD	Reducing a short position	9,263	71.0000 EUR
EUR 0.04	CFD	Reducing a long position	183	71.0000 EUR
EUR 0.04	CFD	Increasing a long position	198	71.0000 EUR
EUR 0.04	CFD	Increasing a long position	587	71.0000 EUR
EUR 0.04	CFD	Opening a short position	3,000	71.0142 EUR
EUR 0.04	CFD	Reducing a short position	2,000	71.0829 EUR
EUR 0.04	CFD	Increasing a short position	2,000	71.1185 EUR
EUR 0.04	CFD	Reducing a short position	38	73.3605 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	Selling	44	69.0300 EUR	AMERICAN	31/12/2030	0.2100 EUR

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	Selling	225	57.8925 EUR	AMERICAN	31/12/2030	1.3200 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:	23 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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