23rd Dec 2019 10:49
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: | 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, 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 |
Ordinary Share
| Purchase
Sale | 6,411,695
4,557,176 | 8.1600 GBP
8.1620 GBP | 7.8460 GBP
7.8480 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 |
Ordinary Share | Equity Swap | Long
Short
| 2,865 1,705 141,284 40,789 42,816 100,000 5,078 445 930 100,000 500
40,000 5,142 8,967 1,496 25,050 1,819 2,766 52,508 900,000 94,633 11,437 6,646 12,123 6,719 284,042 29,774 30,627 6,092 1,789 80,000 5,756 1,228 302,000 48,345 275,000 2,100 2,583 938 1,438 40,735 398,800 7,550 500 100,000 62,000 196,822 306,046 | 7.8918 GBP 7.9143 GBP 7.9317 GBP 7.9452 GBP 7.9500 GBP 7.9635 GBP 7.9776 GBP 7.9998 GBP 8.0008 GBP 8.1494 GBP 8.1540 GBP
7.8523 GBP 7.9056 GBP 7.9116 GBP 7.9124 GBP 7.9332 GBP 7.9360 GBP 7.9471 GBP 7.9497 GBP 7.9500 GBP 7.9503 GBP 7.9504 GBP 7.9525 GBP 7.9536 GBP 7.9551 GBP 7.9555 GBP 7.9588 GBP 7.9589 GBP 7.9640 GBP 7.9680 GBP 7.9695 GBP 7.9704 GBP 7.9716 GBP 7.9737 GBP 7.9745 GBP 7.9756 GBP 7.9804 GBP 7.9807 GBP 7.9848 GBP 7.9860 GBP 7.9893 GBP 7.9899 GBP 7.9911 GBP 7.9984 GBP 8.0015 GBP 8.0732 GBP 8.1500 GBP 9.3600 USD |
(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: | 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.
Related Shares:
Just Eat