REG - JPMorgan Sec.Plc Takeaway.com N.V. - Form 8.5 (EPT/RI)- Takeaway.com
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:
20 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
685,633
702,572
81.5000 EUR
81.8500 EUR
77.3272 EUR
77.3500 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
Sale
500,000
1,100,000
134.1250 EUR
136.0300 EUR
134.1250 EUR
134.3750 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
20,000
7,509
4,844
15
100,000
600
6,826
29
47,540
758
20,000
1,314
155
1,347
727
2,862
986
1,756
2,632
414
28
70
18
10,000
75
51
8,235
45,000
12,110
5,645
4,840
346
5,000
2,500
100,000
706
258
207
23,214
263
11,635
9,036
57,268
6,161
3,440
60
10,000
4,480
7,029
3,377
7,191
700
2,500
100
67.5615 GBP
68.6300 GBP
77.5672 EUR
77.9711 EUR
78.0000 EUR
78.1521 EUR
78.1961 EUR
78.1965 EUR
78.2000 EUR
78.2138 EUR
78.3023 EUR
78.3136 EUR
78.3342 EUR
78.3391 EUR
78.3421 EUR
78.3442 EUR
78.3562 EUR
78.3950 EUR
78.4200 EUR
78.4255 EUR
78.5201 EUR
78.5306 EUR
78.6331 EUR
78.6500 EUR
78.7250 EUR
78.7305 EUR
78.9415 EUR
79.3933 EUR
79.4321 EUR
79.8108 EUR
81.0168 EUR
66.0102 GBP
66.3255 GBP
66.4806 GBP
78.0000 EUR
78.1162 EUR
78.1234 EUR
78.2000 EUR
78.2051 EUR
78.2933 EUR
78.3215 EUR
78.3536 EUR
78.5000 EUR
78.5398 EUR
78.5506 EUR
78.5524 EUR
78.6500 EUR
78.6969 EUR
78.7125 EUR
78.9494 EUR
79.1095 EUR
79.1827 EUR
79.3392 EUR
81.3000 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:
23 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.ENDFERDMMZZGFVGLZM
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