Just Eat Takeaway.com N.V. — Major Shareholding Notification 2019

Oct 23, 2019

National Storage Mechanism | Additional information

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RNS Number : 8634Q

JPMorgan Securities Plc

23 October 2019

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:	J.P. Morgan Securities Plc
(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:	Financial adviser to Prosus and MIH
(d) Date dealing undertaken:	22 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 this offer?      If it is a cash offer or possible cash offer, state "N/A"	Yes, 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
Ordinary Shares	Purchase Sale	294,171 254,503	75.1500 EUR 74.8500 EUR	70.8000 EUR 70.7500 EUR

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
Convertible Bond	Purchase Sale	- 2,000,000	- 130.6250 EUR	- 130.6250 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
Ordinary Share	Equity Swap	Long Short	912 50 10,646 1,198 9,721 72,900 34,000 4,071 36,483 136 14,886 108 5,000 792 737 3 5,683 6,287 20,137 22 2,130	71.6492 EUR 71.7000 EUR 72.7643 EUR 72.8026 EUR 72.9627 EUR 73.5200 EUR 73.7896 EUR 74.0365 EUR 63.8461 EUR 71.3845 EUR 72.5500 EUR 72.5555 EUR 72.5558 EUR 72.6520 EUR 72.7383 EUR 72.7600 EUR 73.0104 EUR 73.0465 EUR 73.2966 EUR 73.3211 EUR 73.7895 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:	23 October 2019
###### Contact name:	Alwyn Basch
###### Telephone number:	020 7742 7407

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 dealing 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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