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RNS Number : 8636V
Bank of America Merrill Lynch
05 December 2019
FORM 8.5 Replacement
The Form 8.5 Takeaway.com NV announcement released on 04/11/2019 under RNS No
1649S has been amended.
Amendments are identified with an asterisk (*).
The full amended text is shown below.
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: Bank of America Merrill Lynch
(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 dealing undertaken: 01/11/2019
(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 this offer?
(Just Eat PLC)
If it is a cash offer or possible cash offer, state "N/A"
Bank of America Merrill Lynch
(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 dealing undertaken:
01/11/2019
(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
If YES, specify which:
(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/ Total number of securities Highest price Lowest price
sales
per unit
per unit
paid/received
paid/received
Common - ISIN NL0012015705 Purchase *15,801 73.453 EUR 72.85 EUR
Common - ISIN NL0012015705 Sale 39,092 73.65 EUR 72.65 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
Common - ISIN NL0012015705 Swaps Reducing a Long Position 9 73.196 EUR
Common - ISIN NL0012015705 Swaps Reducing a Long Position 382 73.196 EUR
Common - ISIN NL0012015705 Swaps Opening a Short Position 152 73.354 EUR
Common - ISIN NL0012015705 Swaps Closing a Short Position 152 73.061 EUR
Common - ISIN NL0012015705 Swaps Reducing a Short Position 5,141 72.892 EUR
Common - ISIN NL0012015705 Swaps Reducing a Short Position 1,946 72.819 EUR
Common - ISIN NL0012015705 Swaps Reducing a Short Position 3 72.819 EUR
Common - ISIN NL0012015705 Swaps Reducing a Short Position 1,480 72.819 EUR
Common - ISIN NL0012015705 Swaps Reducing a Short Position 4,651 72.819 EUR
Common - ISIN NL0012015705 Swaps Reducing a Short Position 734 72.819 EUR
Common - ISIN NL0012015705 Swaps Reducing a Short Position 4,510 72.892 EUR
Common - ISIN NL0012015705 Swaps Reducing a Short Position 554 72.892 EUR
Common - ISIN NL0012015705 Swaps Reducing a Short Position 3,399 72.819 EUR
Common - ISIN NL0012015705 Swaps Reducing a Long Position 991 72.925 EUR
Common - ISIN NL0012015705 Swaps Opening a Short Position 17 73.186 EUR
Common - ISIN NL0012015705 Swaps Increasing a Short Position 503 73.066 EUR
Common - ISIN NL0012015705 Swaps Reducing a Short Position 17 73.4 EUR
Common - ISIN NL0012015705 Swaps Reducing a Short Position 201 73.4 EUR
Common - ISIN NL0012015705 Swaps Opening a Long Position 1,663 73.4 EUR
Common - ISIN NL0012015705 Swaps Closing a Short Position 503 73.4 EUR
Common - ISIN NL0012015705 Swaps Increasing a Short Position 201 73.453 EUR
Common - ISIN NL0012015705 Swaps Closing a Long Position 672 73.099 EUR
Common - ISIN NL0012015705 Swaps Closing a Short Position 529 73.4 EUR
Common - ISIN NL0012015705 Swaps Reducing a Short Position 273 73.4 EUR
*Common - ISIN NL0012015705 *Swaps *Reducing a Short Position *52 *72.959 EUR
(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
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: 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
dealing 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/)
.