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

Oct 8, 2019

National Storage Mechanism | Additional information

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RNS Number : 1501P

GoldmanSachs International

08 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:	07 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	50,723	71.7000 EUR	70.1500 EUR
EUR 0.04	Sales	56,775	71.7000 EUR	70.2500 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	12	70.6646 EUR
EUR 0.04	CFD	Reducing a short position	271	70.7984 EUR
EUR 0.04	CFD	Reducing a short position	1,233	70.8498 EUR
EUR 0.04	CFD	Opening a short position	5,000	70.8894 EUR
EUR 0.04	CFD	Increasing a short position	2	70.9500 EUR
EUR 0.04	CFD	Reducing a long position	51	71.0067 EUR
EUR 0.04	CFD	Increasing a short position	23	71.0352 EUR
EUR 0.04	CFD	Increasing a short position	25	71.0352 EUR
EUR 0.04	CFD	Reducing a short position	635	71.0458 EUR
EUR 0.04	CFD	Reducing a short position	1,900	71.2187 EUR
EUR 0.04	CFD	Increasing a short position	96	71.2620 EUR
EUR 0.04	CFD	Reducing a short position	30	71.4233 EUR
EUR 0.04	CFD	Reducing a short position	4,000	71.4899 EUR
EUR 0.04	CFD	Reducing a short position	21	71.5024 EUR
EUR 0.04	CFD	Reducing a short position	451	71.5548 EUR
EUR 0.04	CFD	Reducing a short position	8	71.7000 EUR
EUR 0.04	CFD	Reducing a long position	2,041	71.7000 EUR
EUR 0.04	CFD	Reducing a long position	91	71.7000 EUR
EUR 0.04	CFD	Increasing a long position	17	71.7000 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	15	57.8925 EUR	AMERICAN	31/12/2030	1.4600 EUR
Warrant	Call Warrant	Selling	15	57.8925 EUR	AMERICAN	31/12/2030	1.3600 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:	08 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.

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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