3 Jan 2020 10:38
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: | 2 January 2020 |
(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 | 251,047
1,534,690 | 8.5300 GBP
8.5420 GBP | 8.3710 GBP
8.3520 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
| 92 750,450 13,231 6,669 5,292 1,100 1,028 19,540 2,239 15 5,148 12,048 38,498 6,181 50,000 23,000 1,009 26,070 453,784 807
782 713 714 188 1,290 4,170 2,759 2,860 722 25,971 91 1,126 961 4,034 84,929 8,692 | 8.3855 GBP 8.3910 GBP 8.3997 GBP 8.4010 GBP 8.4035 GBP 8.4054 GBP 8.4067 GBP 8.4113 GBP 8.4322 GBP 8.4380 GBP 8.4450 GBP 8.4451 GBP 8.4521 GBP 8.4575 GBP 8.4613 GBP 8.4917 GBP 8.5066 GBP 8.5236 GBP 8.5240 GBP 8.5277 GBP
8.3543 GBP 8.3710 GBP 8.3727 GBP 8.3735 GBP 8.3750 GBP 8.3756 GBP 8.3773 GBP 8.3781 GBP 8.3783 GBP 8.3797 GBP 8.3823 GBP 8.3833 GBP 8.3939 GBP 8.4489 GBP 8.5240 GBP 8.5254 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: | 3 January 2020 |
| 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.