REG - Prosus NV Takeaway.com N.V. - FORM 8 (OPD) - TAKEAWAY.COM N.V.

Just Eat Takeaway.com NVAnnouncement

05/11/2019 07:05

RNS Number : 2770S
Prosus NV
05 November 2019
 


FORM 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:


MIH FOOD DELIVERY HOLDINGS B.V.




(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


TAKEAWAY.COM N.V.




(d) Is the discloser the offeror or the offeree?


OFFEROR




(e) Date position held:
The latest practicable date prior to the disclosure


1 NOVEMBER 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"


N/A



 
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:


Ordinary Shares of EUR 0.04








Interests


Short positions




Number


%


Number


%




(1) Relevant securities owned
and/or controlled:


-


-


-


-




(2) Cash-settled derivatives:


-


-


-


-




(3) Stock-settled derivatives (including options) and
agreements to purchase/sell:


-


-


-


-




 
TOTAL:


-


-


-


-



 
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:


-




Details, including nature of the rights
concerned and relevant percentages:


-



 
 
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:




 
Delivery Hero SE1








Class of relevant security:


Ordinary Shares of EUR 0.04
















Interests


Short positions








Number


%


Number


%












(1) Relevant securities owned
and/or controlled:


8,277,5962


13.53%2


-


-












(2) Cash-settled derivatives:


-


-


-


-












(3) Stock-settled derivatives (including options) and agreements to
purchase/sell:


 
-


 
-


 
4,977,5962


 
8.13%2












 
TOTAL:


8,277,5962


13.53%2


4,977,5962


8.13%2







 
 
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
 
 
1 Due to the technical application of the Code, Delivery Hero SE is presumed to be a concert party of Prosus NV (by virtue of Prosus indirectly owning 22.75% of the shares in Delivery Hero). However Prosus has had no involvement in the decisions of Delivery Hero relating to this holding.
2 Information extracted from Delivery Hero's Form 8.3 (Opening Position Disclosure) dated 22  October 2019. In respect of the short position, 'On 9 September 2019, Delivery Hero entered into a sale agreement for over 3,000,000 shares. As of 21 October 2019, 1,222,404 shares have been sold under this agreement. In addition, Delivery Hero has a short position over a further 3,200,000 shares which are subject to an equity collar. Delivery Hero has elected for cash settlement as the default
settlement method for the equity collar, but is entitled to elect for stock settlement in certain circumstances for a portion or all of the equity collar'.




 



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:


4 NOVEMBER 2019




Contact name:


WAYNE BENN




Telephone number:


+351 930 490 042



 
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.




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