REG - Goldman Sachs (EPT) Takeaway.com N.V. - Form 8.5 (EPT/RI)
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:
(GS) GOLDMAN SACHS INTERNATIONAL
(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:
JUST EAT PLC
(d) Date dealing undertaken:
29 August 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 - disclosed previously for 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
EUR 0.04
Purchases
39,811
85.7000 EUR
84.6469 EUR
EUR 0.04
Sales
21,549
85.6500 EUR
84.5500 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
EUR 0.04
CFD
Opening a short position
208
84.9609 EUR
EUR 0.04
CFD
Reducing a short position
660
85.0885 EUR
EUR 0.04
CFD
Increasing a long position
68
85.0971 EUR
EUR 0.04
CFD
Increasing a long position
23
85.1174 EUR
EUR 0.04
CFD
Increasing a short position
2,700
85.1257 EUR
EUR 0.04
CFD
Increasing a short position
114
85.1276 EUR
EUR 0.04
CFD
Increasing a short position
97
85.1381 EUR
EUR 0.04
CFD
Increasing a short position
1,532
85.1567 EUR
EUR 0.04
CFD
Reducing a short position
12
85.1708 EUR
EUR 0.04
CFD
Increasing a short position
595
85.1783 EUR
EUR 0.04
CFD
Increasing a short position
3,258
85.2000 EUR
EUR 0.04
CFD
Increasing a long position
29
85.2000 EUR
EUR 0.04
CFD
Reducing a long position
110
85.2132 EUR
EUR 0.04
CFD
Increasing a short position
786
85.2176 EUR
EUR 0.04
CFD
Reducing a long position
9
85.2889 EUR
EUR 0.04
CFD
Increasing a short position
69
85.5534 EUR
EUR 0.04
CFD
Opening a short position
7,300
85.6013 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
Warrant
Call Warrant
Purchasing
200
63.5514 EUR
AMERICAN
31/12/2030
2.1900 EUR
(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:
30 August 2019
Contact name:
Kashif Rafiq and Papa Lette
Telephone number:
+44(20) 7051 0547 / +44(20) 7774 7442
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. 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.
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.ENDFERBGGDIIDXBGCG
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