20 Nov 2019 10:55
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: | 19 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 | 1,001,383
719,009 | 7.5780 GBP
7.5760 GBP | 7.5000 GBP
7.5043 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
| 283 11,900 1,662 4 2,097 214,695 20 104 827 30,669 3,155 88,270 13,453 973 914 1,410 53,427 9 8,414 2,138 21,538 198 1,158 3,650 197
1,791 475 17,711 39,606 27,060 18,910 5,000 6,748 1,301 4,757 2,181 1,283 100,000 48,918 7,362 17,107 217,380 1,698 266 100,000 28,530 100 | 7.5125 GBP 7.5201 GBP 7.5256 GBP 7.5353 GBP 7.5354 GBP 7.5367 GBP 7.5373 GBP 7.5393 GBP 7.5394 GBP 7.5396 GBP 7.5397 GBP 7.5400 GBP 7.5401 GBP 7.5414 GBP 7.5424 GBP 7.5446 GBP 7.5460 GBP 7.5484 GBP 7.5504 GBP 7.5515 GBP 7.5550 GBP 7.5580 GBP 7.5643 GBP 7.5675 GBP 7.5680 GBP
7.5051 GBP 7.5083 GBP 7.5191 GBP 7.5275 GBP 7.5338 GBP 7.5343 GBP 7.5347 GBP 7.5383 GBP 7.5385 GBP 7.5417 GBP 7.5429 GBP 7.5442 GBP 7.5455 GBP 7.5459 GBP 7.5467 GBP 7.5480 GBP 7.5499 GBP 7.5537 GBP 7.5600 GBP 7.5624 GBP 7.5631 GBP 7.5660 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: | 20 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.