17th Dec 2019 14:58
Amendment - due to the amendment of Derivative transactions, the disclosure made on 30 October for dealings on 22 October has been updated. Section 2(b) has been updated.
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 | JUST EAT PLC |
(c) Name of the party to the offer with which exempt principal trader is connected: | JUST EAT PLC |
(d) Date dealing undertaken: | 22 October 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 TAKEAWAY.COM N.V. |
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 |
1p ordinary | Purchases | 16,052,285 | 7.4527 GBP | 5.8700 GBP |
1p ordinary | Sales | 11,622,515 | 7.4620 GBP | 5.8720 GBP |
(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 |
1p ordinary | CFD | Reducing a short position | 10,000 | 5.8947 GBP |
1p ordinary | CFD | Reducing a short position | 1,241 | 5.9000 GBP |
1p ordinary | CFD | Opening a short position | 303 | 5.9390 GBP |
1p ordinary | CFD | Reducing a short position | 807 | 5.9700 GBP |
1p ordinary | CFD | Reducing a short position | 10,000 | 6.0135 GBP |
1p ordinary | CFD | Reducing a short position | 150,000 | 7.1789 GBP |
1p ordinary | CFD | Opening a long position | 98,500 | 7.2475 GBP |
1p ordinary | CFD | Increasing a long position | 100,000 | 7.2575 GBP |
1p ordinary | CFD | Reducing a short position | 174,404 | 7.2622 GBP |
1p ordinary | CFD | Increasing a short position | 274,404 | 7.2667 GBP |
1p ordinary | CFD | Opening a short position | 20,000 | 7.2719 GBP |
1p ordinary | CFD | Opening a short position | 16,142 | 7.3062 GBP |
1p ordinary | CFD | Opening a short position | 120,021 | 7.3062 GBP |
1p ordinary | CFD | Opening a short position | 5,974 | 7.3062 GBP |
1p ordinary | CFD | Opening a short position | 101,397 | 7.3062 GBP |
1p ordinary | CFD | Opening a short position | 740,386 | 7.3062 GBP |
1p ordinary | CFD | Opening a short position | 19,227 | 7.3062 GBP |
1p ordinary | CFD | Reducing a short position | 200,000 | 7.3063 GBP |
1p ordinary | CFD | Increasing a long position | 361 | 7.3130 GBP |
1p ordinary | CFD | Reducing a short position | 179 | 7.3142 GBP |
1p ordinary | CFD | Opening a long position | 124 | 7.3142 GBP |
1p ordinary | CFD | Increasing a short position | 7,000 | 7.3173 GBP |
1p ordinary | CFD | Reducing a short position | 71,702 | 7.3200 GBP |
1p ordinary | CFD | Reducing a short position | 9,304 | 7.3200 GBP |
1p ordinary | CFD | Increasing a short position | 50,000 | 7.3200 GBP |
1p ordinary | CFD | Reducing a short position | 10,000 | 7.3200 GBP |
1p ordinary | CFD | Increasing a short position | 31,500 | 7.3232 GBP |
1p ordinary | CFD | Increasing a short position | 37,125 | 7.3273 GBP |
1p ordinary | CFD | Reducing a long position | 35 | 7.3327 GBP |
1p ordinary | CFD | Increasing a long position | 4 | 7.3353 GBP |
1p ordinary | CFD | Reducing a long position | 6 | 7.3447 GBP |
1p ordinary | CFD | Reducing a long position | 86,000 | 7.3468 GBP |
1p ordinary | CFD | Reducing a short position | 39,193 | 7.3480 GBP |
1p ordinary | CFD | Reducing a long position | 79 | 7.3498 GBP |
1p ordinary | CFD | Opening a short position | 9,264 | 7.3508 GBP |
1p ordinary | CFD | Opening a short position | 29,811 | 7.3508 GBP |
1p ordinary | CFD | Opening a short position | 186,083 | 7.3508 GBP |
1p ordinary | CFD | Opening a short position | 157,205 | 7.3508 GBP |
1p ordinary | CFD | Increasing a short position | 1,147,898 | 7.3508 GBP |
1p ordinary | CFD | Reducing a long position | 843 | 7.3576 GBP |
1p ordinary | CFD | Reducing a long position | 3,412 | 7.3693 GBP |
1p ordinary | CFD | Increasing a short position | 10,000 | 7.3709 GBP |
1p ordinary | CFD | Reducing a long position | 1,174 | 7.3751 GBP |
1p ordinary | CFD | Reducing a short position | 25,000 | 7.3760 GBP |
1p ordinary | CFD | Reducing a long position | 971 | 7.3762 GBP |
1p ordinary | CFD | Increasing a long position | 45 | 7.3876 GBP |
1p ordinary | CFD | Reducing a long position | 62 | 7.3953 GBP |
1p ordinary | CFD | Reducing a short position | 13,465 | 7.3966 GBP |
1p ordinary | CFD | Opening a short position | 500,000 | 7.4000 GBP |
1p ordinary | CFD | Reducing a short position | 25,000 | 7.4044 GBP |
1p ordinary | CFD | Reducing a long position | 531 | 7.4195 GBP |
1p ordinary | CFD | Reducing a long position | 1,143 | 7.4231 GBP |
1p ordinary | CFD | Reducing a short position | 36,535 | 7.4291 GBP |
1p ordinary | CFD | Reducing a short position | 25,000 | 7.4308 GBP |
1p ordinary | CFD | Reducing a short position | 25,000 | 7.4329 GBP |
1p ordinary | CFD | Opening a short position | 13,570 | 9.5916 USD |
1p ordinary | CFD | Opening a short position | 31,532 | 9.5916 USD |
1p ordinary | CFD | Opening a short position | 14,898 | 9.5916 USD |
1p ordinary | SWAP | Opening a short position | 68,797 | 7.3431 GBP |
(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: | 17 December 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 [email protected]. 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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