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

Oct 17, 2019

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RNS Number : 2520Q

GoldmanSachs International

17 October 2019

Warrant dealings in section 2(c) represent holdings in warrants rather than the underlying ordinary NPV

Amendment - due to the amendment of Equity transactions, the disclosure made on 15 October for dealings on 14 October has been updated. Section 2(a) has 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:	14 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	46,217 71,618	72.8500 EUR 62.8505 GBP	71.1250 EUR 62.5891 GBP
EUR 0.04	Sales	156,904	72.7750 EUR	71.2102 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	Increasing a long position	282	71.9555 EUR
EUR 0.04	CFD	Reducing a long position	26	71.9985 EUR
EUR 0.04	CFD	Reducing a short position	2,000	72.0696 EUR
EUR 0.04	CFD	Reducing a short position	113	72.1427 EUR
EUR 0.04	CFD	Increasing a long position	223	72.2500 EUR
EUR 0.04	CFD	Increasing a long position	651	72.2500 EUR
EUR 0.04	CFD	Increasing a long position	816	72.2500 EUR
EUR 0.04	CFD	Increasing a short position	13	72.2608 EUR
EUR 0.04	CFD	Increasing a long position	2,358	72.2920 EUR
EUR 0.04	CFD	Reducing a short position	1,100	72.2953 EUR
EUR 0.04	CFD	Reducing a short position	80	72.5375 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:	17 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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