REG - JPMorgan Sec.Plc Takeaway.com N.V. - Form 8.5 (EPT/RI)- Takeaway.com N.V.
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:
19 December 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 Share
Purchase
Sale
573,380
575,995
90.0500 EUR
90.1250 EUR
79.7000 EUR
80.1331 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
1,000,000
138.0000 EUR
138.0000 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
2,513
691
64
177,869
64
14,500
5
10,818
29
33
13,414
98
1,118
401
110
130
96
248
12,978
2
2,161
879
4,608
840
1,213
871
14,110
349
98
32,247
1
405
70
1,913
250
110,101
1,723
318
22,500
16,580
11,000
78,409
1,913
51
573
211
1,033
7,887
32,154
546
18,277
607
2,725
320
312
101
64
651
909
734
1,107
68.4789 GBP
68.6693 GBP
80.1331 EUR
80.2500 EUR
80.5544 EUR
80.5849 EUR
80.5919 EUR
80.5920 EUR
80.5960 EUR
80.6160 EUR
80.7406 EUR
80.7472 EUR
80.8288 EUR
80.9975 EUR
81.0577 EUR
81.0860 EUR
81.1539 EUR
81.1557 EUR
81.1919 EUR
81.3650 EUR
81.4369 EUR
81.4678 EUR
81.8107 EUR
82.2828 EUR
82.2928 EUR
83.5250 EUR
84.1235 EUR
86.2790 EUR
88.3412 EUR
88.6000 EUR
88.7111 EUR
88.9178 EUR
89.0000 EUR
90.0035 EUR
80.1240 EUR
80.2500 EUR
80.2540 EUR
80.7081 EUR
81.1583 EUR
81.5820 EUR
81.6031 EUR
81.7064 EUR
82.0115 EUR
82.2582 EUR
82.9458 EUR
84.4511 EUR
84.8090 EUR
84.8660 EUR
85.3387 EUR
85.3592 EUR
85.6785 EUR
86.1241 EUR
86.1415 EUR
86.7032 EUR
86.7499 EUR
87.3712 EUR
88.0044 EUR
88.7062 EUR
88.7477 EUR
89.0679 EUR
89.0938 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:
20 December 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.ENDFERCKKDKDBDDBBB
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