Just Eat Takeaway.com N.V. — M&A Activity 2019

Sep 20, 2019

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RNS Number : 1763N

Exane SA

20 September 2019

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	EXANE SA
(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
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken:      For an opening position disclosure, state the latest practicable date prior to the disclosure	17/09/2019 - in addition Exane has dealt on previous dates during the offer period as detailed at the end of this form.
(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"	N/A

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 (if any)

Class of relevant security:	Ordinary Shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	3,932	0.006
(2) Cash-settled derivatives:			108,072	0.177
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	3,932	0.006	108,072	0.177

Class of relevant security:	Convertible bond
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	12,900,000	5.16
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	12,900,000	5.16

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).

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

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

3.         DEALINGS (IF ANY) 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

Class of relevant security	Purchase/sale	Number of securities	Price per unit
Ordinary Share	Sale	1,520	74.85 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

(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 person 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 person 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

Is a Supplemental Form 8 (Open Positions) attached?	NO

###### Date of disclosure:	20 September 2019
###### Contact name:	Jose Gil
###### Telephone number*:	020 3430 8573

Additional Dealings by Exane (see 1(e) above):

###### Class of relevant security	###### Purchase/sale	###### Number of securities	###### Price per unit	###### Date of Dealing
Cash Settled Derivative	Sale	4,360	73.96 EUR	16/09/2019
Ordinary Share	Sale	143	74.00	16/09/2019
Cash Settled Derivative	Sale	10,208	76.69 EUR	13/09/2019
Ordinary Share	Purchase	20,712	77.50 EUR	13/09/2019
Ordinary Share	Sale	20,712	77.50 EUR	13/09/2019
Cash Settled Derivative	Sale	16,230	77.67 EUR	12/09/2019
Convertible Bonds	Purchase	400,000	137 EUR	12/09/2019
Ordinary Share	Purchase	4,242	78.37 EUR	12/09/2019
Ordinary Share	Sale	4,142	78.55 EUR	12/09/2019
Cash Settled Derivative	Sale	16,723	76.99 EUR	11/09/2019
Ordinary Share	Purchase	1,012	77.23 EUR	11/09/2019
Cash Settled Derivative	Sale	21,983	77.51 EUR	10/09/2019
Ordinary Share	Purchase	110	77.45 EUR	10/09/2019
Cash Settled Derivative	Sale	18,490	81.554 EUR	09/09/2019
Ordinary Share	Purchase	138	83.67 EUR	09/09/2019
Cash Settled Derivative	Sale	6,418	83.51 EUR	06/09/2019
Ordinary Share	Purchase	1,086	83.44 EUR	06/09/2019
Ordinary Share	Sale	563	83.06 EUR	06/09/2019
Cash Settled Derivative	Sale	5,000	82.82 EUR	05/09/2019
Ordinary Share	Purchase	2,294	82.75 EUR	05/09/2019
Ordinary Share	Purchase	773	81.87 EUR	04/09/2019
Ordinary Share	Sale	2,881	82.03 EUR	04/09/2019
Ordinary Share	Purchase	6,322	83.23 EUR	03/09/2019
Ordinary Share	Sale	6,329	84.25 EUR	03/09/2019
Ordinary Share	Purchase	18	86.20 EUR	02/09/2019
Ordinary Share	Sale	5,515	83.15 EUR	28/08/2019
Ordinary Share	Purchase	11,817	84.80 EUR	27/08/2019
Ordinary Share	Sale	16,923	84.85 EUR	27/08/2019
Ordinary Share	Purchase	20	84.10 EUR	23/08/2019
Ordinary Share	Purchase	21,863	84.95 EUR	22/08/2019
Ordinary Share	Sale	21,863	84.95 EUR	22/08/2019
Convertible Bonds	Purchase	2,400,000	146 EUR	14/08/2019
Cash Settled Derivative	Purchase	2,160	86.01 EUR	13/08/2019
Cash Settled Derivative	Purchase	642	82.36 EUR	08/08/2019
Ordinary Share	Purchase	21,287	81.93 EUR	08/08/2019
Ordinary Share	Sale	21,393	81.32 EUR	08/08/2019
Cash Settled Derivative	Purchase	2,164	77.06 EUR	06/08/2019
Ordinary Share	Purchase	477	77.78 EUR	06/08/2019
Ordinary Share	Sale	567	76.12 EUR	06/08/2019
Cash Settled Derivative	Purchase	770	75.79 EUR	05/08/2019
Ordinary Share	Sale	659	77.48 EUR	05/08/2019
Cash Settled Derivative	Purchase	2,741	77.61 EUR	02/08/2019
Ordinary Share	Purchase	11,075	80.25 EUR	01/08/2019
Ordinary Share	Sale	11,402	80.29 EUR	01/08/2019
Cash Settled Derivative	Purchase	22,240	81.07 EUR	31/07/2019
Cash Settled Derivative	Purchase	9,803	78.32 EUR	30/07/2019
Convertible Bonds	Purchase	700,000	136 EUR	30/07/2019
Ordinary Share	Purchase	3,389	80.96 EUR	30/07/219
Ordinary Share	Sale	2,239	81.28 EUR	30/07/219
Cash Settled Derivative	Purchase	53,673	84.79 EUR	29/07/2019
Ordinary Share	Purchase	3,500	86.95 EUR	29/07/2019
Ordinary Share	Sale	4,650	88.12 EUR	29/07/2019

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 disclosure requirements on +44 (0)20 7638 0129.

*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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