22 Nov 2019 10:12
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: | 21 November 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 | 811,064
689,133 | 7.5720 GBP
7.5730 GBP | 7.5260 GBP
7.5200 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
| 671 2,498 1,397 3,647 1,323 2,566 3,649 126 2 12,267 1,837 19,617 6,398 4,626 4,615 204 1,110 16,644 1,590 12,328 117 3,205 22,082 17,229 600 5,439
38,819 884 4,323 2,617 21,376 15,285 827 28,479 17,742 55,632 53,086 15,590 22,263 15,087 1,788 1,279 5,188 1,020 2,455 1,431 | 7.5332 GBP 7.5346 GBP 7.5382 GBP 7.5393 GBP 7.5395 GBP 7.5398 GBP 7.5419 GBP 7.5420 GBP 7.5423 GBP 7.5446 GBP 7.5447 GBP 7.5450 GBP 7.5496 GBP 7.5500 GBP 7.5502 GBP 7.5503 GBP 7.5523 GBP 7.5531 GBP 7.5533 GBP 7.5543 GBP 7.5548 GBP 7.5605 GBP 7.5644 GBP 7.5666 GBP 7.5694 GBP 7.5757 GBP
7.5373 GBP 7.5383 GBP 7.5461 GBP 7.5496 GBP 7.5500 GBP 7.5504 GBP 7.5506 GBP 7.5522 GBP 7.5540 GBP 7.5547 GBP 7.5557 GBP 7.5581 GBP 7.5586 GBP 7.5611 GBP 7.5628 GBP 7.5652 GBP 7.5664 GBP 7.5700 GBP 7.5703 GBP 7.5708 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: | 22 November 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.