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

Oct 29, 2019

National Storage Mechanism | Additional information

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Form 8.3 - TAKEAWAY.COM NV - Amendment

FORM 8.3 - Amendment to Connected Party

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:	Barclays PLC.
(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 NV
(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	25 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”	YES: JUST EAT PLC

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:		EUR 0.04
		Interests		Short Positions
		Number	(%)	Number	(%)
(1)	Relevant securities owned
	and/or controlled:	116,345	0.19%	138,079	0.23%
(2)	Cash-settled derivatives:
		69,911	0.11%	73,539	0.12%
(3)	Stock-settled derivatives (including options)
	and agreements to purchase/sell:	0	0.00%	0	0.00%
	TOTAL:	186,256	0.30%	211,618	0.35%
Class of relevant security:		Convertible Bond XS1940192039
		Interests		Short Positions
		Number	(%)	Number	(%)
(1)	Relevant securities owned
	and/or controlled:	1,500,000	0.60%	0	0.00%
(2)	Cash-settled derivatives:
		0	0.00%	0	0.00%
(3)	Stock-settled derivatives (including options)
	and agreements to purchase/sell:	0	0.00%	0	0.00%
	TOTAL:	1,500,000	0.60%	0	0.00%

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	Purchase/sale	Number of	Price per unit
security		securities
EUR 0.04	Purchase	9	74.5000 EUR
EUR 0.04	Purchase	51	74.6764 EUR
EUR 0.04	Purchase	57	74.3000 EUR
EUR 0.04	Purchase	130	74.3477 EUR
EUR 0.04	Purchase	245	74.5906 EUR
EUR 0.04	Purchase	307	74.4724 EUR
EUR 0.04	Purchase	344	74.1318 EUR
EUR 0.04	Purchase	740	74.7258 EUR
EUR 0.04	Purchase	1,340	74.5113 EUR
EUR 0.04	Purchase	1,616	74.4027 EUR
EUR 0.04	Sale	4	74.1000 EUR
EUR 0.04	Sale	145	74.2182 EUR
EUR 0.04	Sale	192	74.4190 EUR
EUR 0.04	Sale	393	74.8101 EUR
EUR 0.04	Sale	398	74.9000 EUR
EUR 0.04	Sale	1,156	74.0391 EUR
EUR 0.04	Sale	2,654	74.6612 EUR
EUR 0.04	Sale	7,791	74.0000 EUR

(b) Cash-settled derivative transactions

Class of	Product	Nature of dealing	Number of	Price per
relevant	description		reference	unit
security			securities
EUR 0.04	SWAP	Long	299	74.8049 EUR
EUR 0.04	SWAP	Long	398	74.9000 EUR
EUR 0.04	SWAP	Long	841	74.1456 EUR
EUR 0.04	CFD	Long	1,156	74.0391 EUR
EUR 0.04	SWAP	Long	1,813	74.8992 EUR
EUR 0.04	SWAP	Short	43	73.7006 EUR
EUR 0.04	SWAP	Short	344	74.1318 EUR
EUR 0.04	SWAP	Short	456	74.9041 EUR
EUR 0.04	SWAP	Short	586	74.4923 EUR
EUR 0.04	SWAP	Short	997	74.3409 EUR
EUR 0.04	SWAP	Short	1,976	74.5314 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)

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:	29 Oct 2019
Contact name:	Large Holdings Regulatory Operations
Telephone number*:	020 3134 7213

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.

BARCLAYS PLC

View source version on businesswire.com: https://www.businesswire.com/news/home/20191029005680/en/