Just Eat : Form 8.5 (EPT/RI) - Replacement of JUST EAT PLC

January 08, 2020 at 10:58 am EST

AMENDMENT Section (2a & 2b)

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:	Morgan Stanley & Co. International 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:	Prosus N.V.
(d) Date dealing undertaken:	06 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

1p ordinary

PURCHASES

4,189,001

8.7100 GBP

8.5500 GBP

1p ordinary

SALES

1,427,240

8.7100 GBP

8.5460 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	LONG	2,614	8.5517 GBP
1p ordinary	CFD	LONG	126	8.5520 GBP
1p ordinary	CFD	LONG	112	8.5562 GBP
1p ordinary	CFD	LONG	7,870	8.5857 GBP
1p ordinary	CFD	LONG	2,279	8.5879 GBP
1p ordinary	CFD	LONG	72	8.5933 GBP
1p ordinary	CFD	LONG	9,700	8.6004 GBP
1p ordinary	CFD	LONG	553	8.6100 GBP
1p ordinary	CFD	LONG	7,908	8.6101 GBP
1p ordinary	CFD	LONG	3,752	8.6113 GBP
1p ordinary	CFD	LONG	1,709	8.6160 GBP
1p ordinary	CFD	LONG	5,455	8.6207 GBP
1p ordinary	CFD	LONG	4,545	8.6207 GBP
1p ordinary	CFD	LONG	177	8.6225 GBP
1p ordinary	CFD	LONG	11,567	8.6250 GBP
1p ordinary	CFD	LONG	23,628	8.6254 GBP
1p ordinary	CFD	LONG	23,628	8.6255 GBP
1p ordinary	CFD	LONG	34,081	8.6298 GBP
1p ordinary	CFD	LONG	56	8.6519 GBP
1p ordinary	CFD	LONG	2,884	8.6555 GBP
1p ordinary	CFD	LONG	15,740	8.6562 GBP
1p ordinary	CFD	LONG	3,210	8.6693 GBP
1p ordinary	CFD	LONG	666	8.6958 GBP
1p ordinary	CFD	LONG	1,288	8.6958 GBP
1p ordinary	CFD	SHORT	35,000	8.5520 GBP
1p ordinary	CFD	SHORT	18,277	8.5520 GBP
1p ordinary	CFD	SHORT	2,161	8.5525 GBP
1p ordinary	CFD	SHORT	15,554	8.5525 GBP
1p ordinary	CFD	SHORT	21,533	8.5769 GBP
1p ordinary	CFD	SHORT	154,990	8.5769 GBP
1p ordinary	CFD	SHORT	6,818	8.5844 GBP
1p ordinary	CFD	SHORT	51,127	8.5885 GBP
1p ordinary	CFD	SHORT	1,301	8.5950 GBP
1p ordinary	CFD	SHORT	1,640	8.5950 GBP
1p ordinary	CFD	SHORT	60,000	8.5967 GBP
1p ordinary	CFD	SHORT	20,000	8.5967 GBP
1p ordinary	CFD	SHORT	77,564	8.6010 GBP
1p ordinary	CFD	SHORT	10,776	8.6010 GBP
1p ordinary	CFD	SHORT	49,275	8.6013 GBP
1p ordinary	CFD	SHORT	12,013	8.6013 GBP
1p ordinary	CFD	SHORT	9,761	8.6013 GBP
1p ordinary	CFD	SHORT	48,740	8.6013 GBP
1p ordinary	CFD	SHORT	35,647	8.6013 GBP
1p ordinary	CFD	SHORT	4,311	8.6013 GBP
1p ordinary	CFD	SHORT	10,053	8.6013 GBP
1p ordinary	CFD	SHORT	4,100	8.6017 GBP
1p ordinary	CFD	SHORT	1,379	8.6034 GBP
1p ordinary	CFD	SHORT	1,067	8.6100 GBP
1p ordinary	CFD	SHORT	261,771	8.6168 GBP
1p ordinary	CFD	SHORT	82,569	8.6220 GBP
1p ordinary	CFD	SHORT	270,000	8.6242 GBP
1p ordinary	CFD	SHORT	230,000	8.6242 GBP
1p ordinary	CFD	SHORT	40,502	8.6263 GBP
1p ordinary	CFD	SHORT	400,000	8.6268 GBP
1p ordinary	CFD	SHORT	150,000	8.6271 GBP
1p ordinary	CFD	SHORT	100,000	8.6273 GBP
1p ordinary	CFD	SHORT	17,500	8.6280 GBP
1p ordinary	CFD	SHORT	82,500	8.6280 GBP
1p ordinary	CFD	SHORT	100,000	8.6317 GBP
1p ordinary	CFD	SHORT	100,000	8.6543 GBP
1p ordinary	CFD	SHORT	134,004	8.6765 GBP
1p ordinary	CFD	SHORT	111,670	8.6765 GBP
1p ordinary	CFD	SHORT	45,613	8.6957 GBP
1p ordinary	CFD	SHORT	38,011	8.6957 GBP

(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

Typee.g. American, European etc.

Expiry date

Option money paid/ received per unit

N/A

(ii) Exercise

Class of

relevant

security

Product description

e.g. call option

Exercising/

exercised

against

Number of securities

Exercise price

per unit

N/A

(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)

N/A

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:	08 JANUARY 2020
Contact name:	Craig Horsley
Telephone number:	+44(141) 245 7736

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 atwww.thetakeoverpanel.org.uk.

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Disclaimer

JUST EAT plc published this content on 08 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 January 2020 15:57:08 UTC

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Just Eat : Form 8.5 (EPT/RI) - Replacement of JUST EAT PLC

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