31 Oct 2019 11:20
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: | 30 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 | 2,877,643
3,325,926 | 7.4840
7.4840 | 7.4040
7.4036 |
(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
| 153 185,328 8,871 98 1,877 96 2,109 34 582 117 217 19,227 21 6,298 49 13,048 100,000 2,564,950 549 202 9,365 794 26
47,528 18,854 100,000 200 534 5,466 2,391 945,150 150,527 4,411 27,930 2,512 476 872 1,117 447 650,000 121 26 300,400 305 7 426 614 | 7.4036 GBP 7.4040 GBP 7.4154 GBP 7.4345 GBP 7.4384 GBP 7.4388 GBP 7.4399 GBP 7.4406 GBP 7.4407 GBP 7.4408 GBP 7.4418 GBP 7.4421 GBP 7.4428 GBP 7.4430 GBP 7.4460 GBP 7.4488 GBP 7.4498 GBP 7.4500 GBP 7.4545 GBP 7.4560 GBP 7.4597 GBP 7.4603 GBP 7.4663 GBP
7.4040 GBP 7.4042 GBP 7.4074 GBP 7.4300 GBP 7.4363 GBP 7.4386 GBP 7.4406 GBP 7.4408 GBP 7.4442 GBP 7.4445 GBP 7.4472 GBP 7.4510 GBP 7.4606 GBP 7.4622 GBP 7.4629 GBP 7.4631 GBP 7.4640 GBP 7.4663 GBP 7.4683 GBP 7.4734 GBP 7.4740 GBP 7.4756 GBP 7.4762 GBP 7.4812 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: | 31 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.