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

Just Eat Takeaway.com NVAnnouncement

12/12/2019 11:20

RNS Number : 6924W
Bank of America Merrill Lynch
12 December 2019
 



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

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






11/12/2019







(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

and/or controlled:






0


0%


67,376


0.11 %







(2)


Cash-settled derivatives:






67,376


0.11%


0


0%







(3)


Stock-settled derivatives

(including options) and

agreements to purchase/sell:






0


0%


0


0 %




TOTAL:


67,376


0.11%


67,376


0.11%



 

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:


N/A




Details, including nature of the rights 

concerned and relevant percentages:


N/A



 




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/

sales


Total number of securities


Highest price 

per unit

paid/received


Lowest price 

per unit

paid/received




Common - ISIN NL0012015705


Purchase


10,018


84.137 EUR


83.65 EUR




Common - ISIN NL0012015705


Sale


10,018


84.137 EUR


83.65 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




N/A


N/A


N/A


N/A


N/A



 




(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




N/A


N/A


N/A


N/A


N/A


N/A


N/A


N/A



 




(ii)


Exercise








Class of relevant security


Product description

e.g. call option


Exercising/

exercised

against


Number of 

securities


Exercise Price per 

unit




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

e.g. subscription, conversion


Details


Price per unit (if applicable)




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:


12/12/2019




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.





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