REG - BkofA Merrill Lynch Takeaway.com N.V. - Form 8.5 (EPT/NON-RI)

Just Eat Takeaway.com NVAnnouncement

05/12/2019 12:50

For best results when printing this announcement, please click on link below:
http://pdf.reuters.com/htmlnews/htmlnews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20191021:nRSU8624Va

RNS Number : 8624V
Bank of America Merrill Lynch
05 December 2019
 
FORM 8.5 Replacement
 
The Form 8.5 Takeaway.com NV announcement released on 21/10/2019 under RNS No
5590Q has been amended.
 
Amendments are identified with an asterisk (*).
 
The full amended text is shown below.
 
FORM 8.5 (EPT/NON-RI)
 
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS
(OR WHERE RI STATUS IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code (the "Code")
 
 1.  KEY INFORMATION
 (a)  Name of exempt principal trader:                                        BofA Securities Europe SA
 (b)  Name of offeror/offeree in relation to whose                            Takeaway.com NV
 relevant securities this form relates:
    Use a separate form for each offeror/offeree
 (c)  Name of the party to the offer with which exempt principal trader is    Takeaway.com NV
    connected:
 (d)  Date position held/dealing undertaken:                                  18/10/2019
    For an opening position disclosure, state the latest
 practicable date prior to the disclosure
 (e)  In addition to the company in 1(b) above, is the                        YES
 exempt principal trader making disclosures in
If YES, specify which:
 respect of any other party to the offer?
(Just Eat PLC)
    If it is a cash offer or possible cash offer, state "N/A"
BofA Securities Europe SA
 (b)  Name of offeror/offeree in relation to whose
relevant securities this form relates:
      Use a separate form for each offeror/offeree
Takeaway.com NV
 (c)  Name of the party to the offer with which exempt principal trader is
      connected:
Takeaway.com NV
 (d)  Date position held/dealing undertaken:
      For an opening position disclosure, state the latest
practicable date prior to the disclosure
18/10/2019
 (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
If YES, specify which:
(Just Eat PLC)
 
 2.  POSITIONS OF THE EXEMPT PRINCIPAL TRADER
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(b), 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:           Common - NL0012015705
                                       Interests       Short Positions
                                       Number  %       Number    %
 (1)  Relevant securities owned        0       0%      33,839    0.055 %
 and/or controlled:
 (2)  Cash-settled derivatives:        33,839  0.055%  0         0%
 (3)  Stock-settled derivatives        0       0%      0         0 %
 (including options) and
 agreements to purchase/sell:
 TOTAL:                                33,839  0.055%  33,839    0.055%
0
0%
33,839
0.055 %
 (2)  Cash-settled derivatives:
33,839
0.055%
0
0%
 (3)  Stock-settled derivatives
(including options) and
agreements to purchase/sell:
0
0%
0
0 %
TOTAL:
33,839
0.055%
33,839
0.055%
 
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   N/A
which subscription right exists:
 Details, including nature of the rights     N/A
concerned and relevant percentages:
 
 3.  DEALINGS (IF ANY) 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 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 security  Purchases/  Total number of securities  Highest price   Lowest price
sales
per unit
per unit
paid/received
paid/received
 Common - ISIN NL0012015705  Purchase    *46,476                     76 EUR          64 EUR
 Common - ISIN NL0012015705  Sale        *46,476                     100 EUR         70 EUR
 
 (b)  Cash-settled derivative transactions
 Class of            Product description  Nature of dealing                            Number of reference securities  Price per unit
relevant security
e.g. CFD
e.g. opening/closing a
long/short position, increasing/reducing a
long/short position
 N/A                 N/A                  N/A                                          N/A                             N/A
 
 (c)  Stock-settled derivative transactions (including options)
 (i)  Writing, selling, purchasing or varying
 Class               Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number                               Exercise   Type                           Expiry date  Option money paid/ received per unit
of
of
price
e.g. American, European etc.
relevant security
securities to which option relates
per unit
 N/A                 N/A                                   N/A                                         N/A                                  N/A        N/A                            N/A          N/A
 
 (ii)  Exercise
 Class of relevant security  Product description  Exercising/  Number of    Exercise Price per
e.g. call option
exercised
securities
unit
against
 N/A                         N/A                  N/A          N/A          N/A
 
 (d)  Other dealings (including subscribing for new securities)
 Class of relevant security  Nature of dealing               Details  Price per unit (if applicable)
e.g. subscription, conversion
 N/A                         N/A                             N/A      N/A
 
 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 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
 
 (c)  Attachments
 
 Is a Supplemental Form 8 (Open Positions) attached?  No
 
 Date of disclosure:  05/12/2019
 Contact name:        Tolu Tade
 Telephone number:    +44207 996 3410
 
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.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.