REG - Just Eat Plc Takeaway.com N.V. - Rule 8 Opening Position Disclosure - Just Eat plc
RNS Number : 5657IJUST EAT plc09 August 2019FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser:
Just Eat plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
Just Eat plc
(d) Is the discloser the offeror or the offeree?
OFFEREE
(e) Date position held:
The latest practicable date prior to the disclosure
8 August 2019
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
NO
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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(c), 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
Class of relevant security:
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
Nil
-
Nil
-
(2) Cash-settled derivatives:
Nil
-
Nil
-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
Nil
-
Nil
-
TOTAL:
Nil
-
Nil
-
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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
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. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:
1. Interests held by directors of Just Eat plc and their close relatives and related trusts (excluding the options and awards set out below):
Just Eat plc director
Number of relevant securities (all Just Eat plc ordinary shares unless otherwise indicated)
% of issued ordinary share capital*
Mike Evans
6,238
0.00091
Paul Harrison
14,622
0.00214
Helen Weir
5,000
0.00073
Alistair Cox
3,725
0.00055
Peter Duffy
0
0
Gwyn Burr
0
0
Frederic Coorevits
0
0
Roisin Donnelly
0
0
Diego Oliva
0
0
Jambu Palaniappan
0
0
*Figures are rounded up to 5 decimal places.
2. Options and awards held by directors of Just Eat plc in Just Eat plc shares:
(i) Options and awards held by Paul Harrison
Just Eat plc deferred bonus shares (DSBP):
Date of grant
Number of shares
Exercise price
Vesting date
14 March 2019
28,360
Nil
14 March 2022
Just Eat plc nil cost options (LTIP):
Date of grant
Number of shares
Exercise price
Vesting date
14 March 2019
122,651
Nil
14 March 2022
4 September 2018
115,213
Nil
4 September 2021
15 March 2017
111,343
Nil
15 March 2020
22 December 2016
98,319
Nil
22 December 2019
Just Eat plc Sharesave scheme:
Date of grant
Number of shares
Exercise price
Vesting date
20 September 2017
3,461
520 pence
1 November 2020
(ii) Options and awards held by Peter Duffy
Just Eat plc nil cost options (LTIP):
Date of grant
Number of shares
Exercise price
Vesting date
14 March 2019
76,657
Nil
14 March 2022
4 September 2018
72,008
Nil
4 September 2021
Just Eat plc Sharesave scheme:
Date of grant
Number of shares
Exercise price
Vesting date
19 September 2018
2,889
623 pence
1 November 2021
3. Interests, short positions and rights to subscribe held by connected advisers of Just Eat plc in Just Eat plc:
None.
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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
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 party to the offer making the disclosure or any person acting in concert with it:
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 party to the offer making the disclosure, or any person acting in concert with it, 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
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions)
NO
Supplemental Form 8 (SBL)
NO
Date of disclosure:
9 August 2019
Contact name:
James Sporle
Telephone number:
+44 (0)20 7811 2400
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.
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.ENDFEEUKUKRKVAWRRR
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