25th Oct 2019 11:25
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: | 24 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/receive (GBP) | Lowest price per unit paid/received (GBP) |
Ordinary Share | Purchase
Sale | 3,702,597
4,252,362 | 7.5640
7.5680 | 7.4735
7.4831 |
(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
| 1 3 285 1,466 690 879 2,000,137 16,391 465 79,800 224 1,711 1,281 241,799 19,350 4,409 7,524 2,651 4,107 11,745 231 29,320 1,730 29,089 2 1,241 3,525 411 1,385 15,816 127 411
414 19,239 1,055 571 1,859 100,000 5 148,271 1,515 308 1 458 1,006 17,728 187 90 1,081 2,003 8,523 14,359 19,983 175,000 491 277 9,492 1,482 651,642 11,263 399 6,759 168 300,000 42,408 5,802 408 7,694 92,812 10,200 220,241 4,129 | 7.4557 GBP 7.4831 GBP 7.4849 GBP 7.4871 GBP 7.4894 GBP 7.4945 GBP 7.4960 GBP 7.4970 GBP 7.4979 GBP 7.4996 GBP 7.5000 GBP 7.5019 GBP 7.5023 GBP 7.5043 GBP 7.5063 GBP 7.5173 GBP 7.5185 GBP 7.5197 GBP 7.5219 GBP 7.5220 GBP 7.5228 GBP 7.5254 GBP 7.5282 GBP 7.5296 GBP 7.5299 GBP 7.5300 GBP 7.5313 GBP 7.5388 GBP 7.5476 GBP 7.5478 GBP 7.5480 GBP 7.5498 GBP
7.4952 GBP 7.4965 GBP 7.4978 GBP 7.4980 GBP 7.4992 GBP 7.4995 GBP 7.4996 GBP 7.5003 GBP 7.5019 GBP 7.5061 GBP 7.5068 GBP 7.5079 GBP 7.5082 GBP 7.5089 GBP 7.5096 GBP 7.5097 GBP 7.5098 GBP 7.5099 GBP 7.5111 GBP 7.5123 GBP 7.5194 GBP 7.5205 GBP 7.5211 GBP 7.5226 GBP 7.5227 GBP 7.5252 GBP 7.5260 GBP 7.5262 GBP 7.5263 GBP 7.5267 GBP 7.5273 GBP 7.5295 GBP 7.5300 GBP 7.5306 GBP 7.5336 GBP 7.5337 GBP 7.5367 GBP 7.5389 GBP 7.5450 GBP 7.5500 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: | 25 October 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