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

Dec 6, 2019

National Storage Mechanism | Additional information

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FORM 8.3 - TAKEAWAY.COM NV

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:	Barclays PLC.
(b)	Owner or controller of interest and short
	positions disclosed, if different from 1(a):
(c)	Name of offeror/offeree in relation to whose	TAKEAWAY.COM NV
	relevant securities this form relates:
(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:	05 December 2019
(f)	In addition to the company in 1(c) above, is the discloser making	YES:
	disclosures in respect of any other party to the offer?	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:	153,621	0.25%	116,645	0.19%
(2)	Cash-settled derivatives:
		110,905	0.18%	128,565	0.21%
(3)	Stock-settled derivatives (including options)
	and agreements to purchase/sell:	0	0.00%	0	0.00%
	TOTAL:	264,526	0.43%	245,210	0.40%

Class of relevant security:		Convertible Bond XS1940192039
		Interests		Short Positions
		Number	(%)	Number	(%)
(1)	Relevant securities owned
	and/or controlled:	2,100,000	0.84%	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:	2,100,000	0.84%	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	20	85.1500 EUR
EUR 0.04	Purchase	37	85.0608 EUR
EUR 0.04	Purchase	142	84.5958 EUR
EUR 0.04	Purchase	172	84.9508 EUR
EUR 0.04	Purchase	207	85.2966 EUR
EUR 0.04	Purchase	1,000	85.0000 EUR
EUR 0.04	Purchase	2,346	83.6439 EUR
EUR 0.04	Purchase	2,381	84.2440 EUR
EUR 0.04	Purchase	2,920	84.7818 EUR
EUR 0.04	Sale	52	85.0500 EUR
EUR 0.04	Sale	282	84.8008 EUR
EUR 0.04	Sale	1,131	85.0000 EUR
EUR 0.04	Sale	1,250	83.5600 EUR
EUR 0.04	Sale	1,566	84.9551 EUR
EUR 0.04	Sale	2,941	84.7757 EUR
EUR 0.04	Sale	2,947	83.9117 EUR
EUR 0.04	Sale	4,802	84.5740 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	CFD	Long	110	84.9914 EUR
EUR 0.04	SWAP	Long	151	84.6453 EUR
EUR 0.04	CFD	Long	272	84.9915 EUR
EUR 0.04	SWAP	Long	310	85.2438 EUR
EUR 0.04	SWAP	Long	345	84.9337 EUR
EUR 0.04	SWAP	Long	476	83.4033 EUR
EUR 0.04	CFD	Long	1,334	84.6629 EUR
EUR 0.04	SWAP	Long	2,900	84.7055 EUR
EUR 0.04	SWAP	Long	4,038	84.8016 EUR
EUR 0.04	SWAP	Short	57	85.0921 EUR
EUR 0.04	CFD	Short	133	84.5926 EUR
EUR 0.04	SWAP	Short	142	84.5958 EUR
EUR 0.04	CFD	Short	272	85.2085 EUR
EUR 0.04	CFD	Short	1,000	85.0000 EUR
EUR 0.04	SWAP	Short	1,013	85.0980 EUR
EUR 0.04	CFD	Short	1,881	84.6407 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:	6 Dec 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/20191206005185/en/