1st Nov 2019 11:13
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 | Just Eat plc |
(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: | 31 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 this offer? If it is a cash offer or possible cash offer, state "N/A" | Yes, 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 (GBP) | Lowest price per unit paid/received (GBP) |
Ordinary Share | Purchase
Sale | 4,381,254
4,243,355 | 7.4045
7.4300 | 7.3073
7.3300 |
(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
| 456 912 13,055 61,911 16,235 1,594 21,052 6,851 7,776 22,847 14,592 116,038 7,917 26,446 509 8,356 1,000,000 5,744 739
91,952 2,204 106,000 103,413 4,139 120,081 1,332 20,980 701,647 1,755 309 14,153 155,836 1 290,420 | 7.3395 GBP 7.3494 GBP 7.3496 GBP 7.3500 GBP 7.3563 GBP 7.3616 GBP 7.3618 GBP 7.3624 GBP 7.3668 GBP 7.3688 GBP 7.3703 GBP 7.3720 GBP 7.3732 GBP 7.3908 GBP 7.3919 GBP 7.3942 GBP 7.4000 GBP 7.4082 GBP 7.4140 GBP
7.3301 GBP 7.3400 GBP 7.3444 GBP 7.3445 GBP 7.3480 GBP 7.3502 GBP 7.3506 GBP 7.3536 GBP 7.3544 GBP 7.3553 GBP 7.3574 GBP 7.3697 GBP 7.3720 GBP 7.3947 GBP 7.3950 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 |
Ordinary Share |
(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: | 1 November 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.
Related Shares:
Just Eat