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

Oct 23, 2019

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RNS Number : 9170Q

Delivery Hero SE

23 October 2019

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Delivery Hero SE
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) 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.
(d) Status of person making the disclosure:      e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)	Presumed concert party of Prosus N.V. under Takeover Code by virtue of Naspers Limited holding 22.75% (based on the most recent voting rights notification made by Naspers) of the equity share capital of Delivery Hero SE
(e) Date dealing undertaken:	22 October 2019
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	No

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

Class of relevant security:	Ordinary Shares of EUR 0.04
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	8,182,323	13.37%	-	-
(2) Cash-settled derivatives:	-	-	-	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	-	-	4,882,323*	7.98%*
TOTAL:	8,182,323	13.37%	4,882,323*	7.98%*

* On 9 September 2019, Delivery Hero entered into a sale agreement over 3,000,000 shares as described in the attached Supplemental Form 8 (Open Positions). As of the date listed in 1(e) above, 1,317,677 shares have been sold under this agreement. In addition, Delivery Hero has a short position over a further 3,200,000 shares which are subject to the equity collar described in the attached Supplemental Form 8 (Open Positions) and Supplemental Form 8 (SBL). Delivery Hero has elected for cash settlement as the default settlement method for the equity collar, but is entitled to elect for stock settlement in certain circumstances for a portion or all of the equity collar.

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities (including directors' and other employee options)

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(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

(i)         Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

Class of relevant security	Purchase/sale	Number of securities	Price per unit
Ordinary Shares of EUR 0.04	Sale	95,273	74.080100 EUR

(ii)        Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received

(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

(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

(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)

4.         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 party to the offer or person acting in concert making the disclosure and any other person: Irrevocable commitments and letters of intent should not be included.  If there are no such agreements, arrangements or understandings, state "none"
See Supplemental Form 8 (Open Positions) (attached)

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

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert 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.

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	YES
Supplemental Form 8 (SBL)	YES

###### Date of disclosure:	23 October 2019
###### Contact name:	Julia Schmidtmann
###### Telephone number:	+49 30 54 44 59 231

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.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

1.         KEY INFORMATION

Full name of person making disclosure:	Delivery Hero SE
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	Takeaway.com N.V.

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security	Product description e.g. call option	Written or purchased	Number of securities to which option or derivative relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date
EUR 0.04	Equity Collar*	Purchased	3,200,000	€65.075 (floor, put option) or €71.24 (cap, call option)	European	250 buckets of 12,800 option pairs each, expiring between 8 October 2021 and 26 September 2022

*Pursuant to a multi-year equity collar agreement described in (3) below.  Delivery Hero has elected for cash settlement as the default settlement method for the equity collar, but is entitled to elect for stock settlement in certain circumstances for a portion or all of the equity collar.

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:
Delivery Hero entered into a multi-year equity collar agreement with Morgan Stanley on 4 April 2019 in relation to the 3,200,000 Option Shares, pursuant to which (1) Delivery Hero may cause Morgan Stanley to acquire (the "Put Options") or (2) Morgan Stanley may cause Delivery Hero to sell (the "Call Options") the Option Shares in certain fixed instalments, in each case on expiry dates between 8 October 2021 and 26 September 2022. The exercise price for the Put Options is €65.075 per Option Share and the exercise price for the Call Options is €71.24 per Option Share.  Delivery Hero has elected for cash settlement as the default settlement method for the equity collar, but is entitled to elect for stock settlement in certain circumstances for a portion or all of the equity collar. In addition, on 9 September 2019, Delivery Hero SE entered into a sale agreement with Kepler Cheuvreux (the "Sale Agreement") under which Kepler Cheuvreux, as principal, agreed to proceed with on market and off market sales of a total of 3,000,000 ordinary shares of Takeaway.com NV (the "Sale Shares") at a minimum price of EUR 73 per share within the limits set out below, together with related arrangements that give Kepler Cheuvreux the right to call the Sale Shares for the purpose of settling sales under the Sale Agreement. As of the date listed in 1(e) of the Form 8.3 above, 1,317,677 Sale Shares have been sold pursuant to the Sale Agreement and 1,682,323 Sale Shares remain subject to the Sale Agreement. The Sale Agreement and the related arrangements are irrevocable and cannot be terminated by Delivery Hero SE. The limit for daily on-market sales under the Sale Agreement is 20% of the volume of Takeaway.com NV shares traded on the relevant trading day. Kepler Cheuvreux will also, under the terms of the Sale Agreement, use its best efforts to sell Sale Shares on an off-market basis through block trades, provided that the maximum volume of any such block trades is limited to 100,000 Sale Shares in total per trading day.

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

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

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.

SUPPLEMENTAL FORM 8 (SBL)

DETAILS OF SECURITIES BORROWING AND LENDING AND

FINANCIAL COLLATERAL ARRANGEMENTS BY

PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT

Note 5(l) on Rule 8 of the Takeover Code (the "Code")

1.         KEY INFORMATION

Full name of person making disclosure:	Delivery Hero SE
Name of offeror/offeree in relation to whose relevant securities this form relates:	Takeaway.com N.V.

2.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL POSITIONS

Class of relevant security:	Ordinary Shares of EUR 0.04
	Number	%
Securities borrowed:	-	-
Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement):	3,200,000*	5.23%

* Delivery Hero entered into a multi-year equity collar agreement with Morgan Stanley on 4 April 2019, as described in Supplemental Form 8 (Open Positions) above.  Under the terms of the equity collar agreement, Morgan Stanley has a right of use over the shares subject to the equity collar.

Details of borrowed relevant securities which have been either on-lent or sold do not need to be disclosed.

3.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL TRANSACTIONS

Class of relevant security	Nature of transaction e.g. securities lending/borrowing, delivery/receipt of recalled securities, entering into financial collateral arrangement with right of use, entering into title transfer collateral arrangement etc.	Number of securities

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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