31st Jul 2019 10:40
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: | 30 July 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 | 3,130,890 | 7.8885 GBP | 7.4180 GBP |
1p ordinary | Sales | 1,228,423 | 7.8600 GBP | 7.4160 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 long position | 29,157 | 7.4883 GBP |
1p ordinary | CFD | Reducing a short position | 1,642 | 7.5000 GBP |
1p ordinary | CFD | Reducing a short position | 5,856 | 7.5000 GBP |
1p ordinary | CFD | Opening a long position | 554 | 7.5000 GBP |
1p ordinary | CFD | Opening a long position | 1,638 | 7.5000 GBP |
1p ordinary | CFD | Reducing a short position | 1,188 | 7.5000 GBP |
1p ordinary | CFD | Reducing a short position | 1,589 | 7.5000 GBP |
1p ordinary | CFD | Opening a long position | 269 | 7.5000 GBP |
1p ordinary | CFD | Opening a long position | 535 | 7.5000 GBP |
1p ordinary | CFD | Opening a short position | 585 | 7.5043 GBP |
1p ordinary | CFD | Reducing a long position | 64,563 | 7.5061 GBP |
1p ordinary | CFD | Reducing a long position | 8,644 | 7.5188 GBP |
1p ordinary | CFD | Reducing a long position | 4,926 | 7.5188 GBP |
1p ordinary | CFD | Reducing a short position | 8,931 | 7.5318 GBP |
1p ordinary | CFD | Reducing a short position | 1,938 | 7.5528 GBP |
1p ordinary | CFD | Opening a short position | 300,000 | 7.5632 GBP |
1p ordinary | CFD | Reducing a long position | 6,462 | 7.5685 GBP |
1p ordinary | CFD | Reducing a long position | 101,768 | 7.5708 GBP |
1p ordinary | CFD | Reducing a long position | 631,028 | 7.5892 GBP |
1p ordinary | CFD | Reducing a long position | 219,994 | 7.6059 GBP |
1p ordinary | CFD | Reducing a long position | 14,886 | 7.6155 GBP |
1p ordinary | CFD | Reducing a long position | 20,378 | 7.6185 GBP |
1p ordinary | CFD | Reducing a long position | 30,000 | 7.6367 GBP |
1p ordinary | CFD | Reducing a long position | 3,399 | 7.6423 GBP |
1p ordinary | CFD | Reducing a long position | 14,440 | 7.6531 GBP |
1p ordinary | CFD | Opening a short position | 21,792 | 7.6654 GBP |
1p ordinary | CFD | Reducing a long position | 6,389 | 7.6700 GBP |
1p ordinary | CFD | Reducing a long position | 7,000 | 7.6777 GBP |
1p ordinary | CFD | Reducing a long position | 32,653 | 7.6793 GBP |
1p ordinary | CFD | Opening a short position | 9,963 | 7.7153 GBP |
1p ordinary | CFD | Reducing a long position | 449,200 | 7.7555 GBP |
1p ordinary | CFD | Reducing a short position | 300 | 7.7695 GBP |
1p ordinary | CFD | Reducing a short position | 1,266 | 7.8304 GBP |
1p ordinary | CFD | Opening a short position | 2,372 | 7.8885 GBP |
1p ordinary | SWAP | Reducing a short position | 8,284 | 7.5127 GBP |
1p ordinary | SWAP | Reducing a short position | 3,138 | 7.5127 GBP |
1p ordinary | SWAP | Reducing a short position | 4,129 | 7.5127 GBP |
1p ordinary | SWAP | Reducing a short position | 8,914 | 7.5127 GBP |
1p ordinary | SWAP | Reducing a short position | 71,524 | 7.5127 GBP |
1p ordinary | SWAP | Reducing a short position | 9,454 | 7.5127 GBP |
1p ordinary | SWAP | Reducing a short position | 40,520 | 7.5127 GBP |
1p ordinary | SWAP | Reducing a short position | 43,596 | 7.5127 GBP |
1p ordinary | SWAP | Reducing a short position | 3,056 | 7.5127 GBP |
1p ordinary | SWAP | Reducing a short position | 641 | 7.5127 GBP |
1p ordinary | SWAP | Reducing a short position | 11,552 | 7.5127 GBP |
1p ordinary | SWAP | Reducing a short position | 50,571 | 7.6958 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: | 31 July 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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