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

Oct 25, 2019

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RNS Number : 2114R

GoldmanSachs International

25 October 2019

Amendment - due to the amendment of Equity and Derivative transactions, the disclosure made on 24 October for dealings on 23 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:	23 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	136,163	73.5000 EUR	71.0800 EUR
EUR 0.04	Sales	91,399 2,158	73.4971 EUR 62.2068 GBP	71.0793 EUR 62.2068 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	Increasing a short position	1,435	71.3709 EUR
EUR 0.04	CFD	Increasing a short position	283	72.0831 EUR
EUR 0.04	CFD	Reducing a short position	5,028	72.5754 EUR
EUR 0.04	CFD	Opening a long position	229	72.5754 EUR
EUR 0.04	CFD	Increasing a short position	1,887	72.6258 EUR
EUR 0.04	CFD	Reducing a short position	5,461	72.6756 EUR
EUR 0.04	CFD	Increasing a short position	45	72.7022 EUR
EUR 0.04	CFD	Reducing a short position	646	72.7035 EUR
EUR 0.04	CFD	Opening a long position	5,705	72.7500 EUR
EUR 0.04	CFD	Reducing a long position	33,178	72.7500 EUR
EUR 0.04	CFD	Reducing a long position	599	72.7500 EUR
EUR 0.04	CFD	Reducing a long position	18,882	72.7500 EUR
EUR 0.04	CFD	Increasing a long position	634	72.7500 EUR
EUR 0.04	CFD	Reducing a short position	5,033	72.7500 EUR
EUR 0.04	CFD	Reducing a long position	2,829	72.7573 EUR
EUR 0.04	CFD	Increasing a long position	1,462	72.7689 EUR
EUR 0.04	CFD	Reducing a long position	163	72.7902 EUR
EUR 0.04	CFD	Reducing a long position	5,967	72.7902 EUR
EUR 0.04	CFD	Reducing a long position	3,870	72.7902 EUR
EUR 0.04	CFD	Increasing a long position	1,030	72.8091 EUR
EUR 0.04	CFD	Increasing a short position	1,003	72.8439 EUR
EUR 0.04	CFD	Increasing a short position	709	72.9000 EUR
EUR 0.04	CFD	Reducing a short position	6,373	72.9370 EUR
EUR 0.04	CFD	Increasing a short position	13	72.9417 EUR
EUR 0.04	CFD	Reducing a short position	1,322	73.0567 EUR
EUR 0.04	CFD	Opening a short position	5,033	73.3482 EUR
EUR 0.04	CFD	Reducing a short position	33	73.4230 EUR
EUR 0.04	CFD	Reducing a short position	50	73.4971 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

(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:	25 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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