JEOL : Form 8.5 (EPT/RI) - Takeaway.com NV

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:	UBS Investment Bank, London
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Takeaway.com N.V.
(c) Name of the party to the offer with which exempt principal trader is connected:	Just Eat plc
(d) Date dealing undertaken:	15 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, Just Eat plc

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
EUR 0.04	Buy	53716	73.47667 EUR	71.80000 EUR
EUR 0.04	Sell	18101	73.47667 EUR	71.55000 EUR
Convertible Bond	Sell	4000000	129.33000 EUR	129.33000 EUR

(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
EUR 0.04	CFD	Long	891	72.684607 EUR
EUR 0.04	CFD	Long	304	72.82446 EUR
EUR 0.04	CFD	Long	205	73.090293 EUR
EUR 0.04	CFD	Long	462	72.671916 EUR
EUR 0.04	CFD	Long	2079	72.940224 EUR
EUR 0.04	CFD	Long	72	73.343056 EUR
EUR 0.04	CFD	Long	471	72.527389 EUR
EUR 0.04	CFD	Long	594	73.3012 EUR
EUR 0.04	CFD	Short	75	72.5 EUR
EUR 0.04	CFD	Short	15	71.903333 EUR
EUR 0.04	CFD	Short	168	72.876637 EUR
EUR 0.04	CFD	Short	37397	72.25 EUR
EUR 0.04	CFD	Short	2083	73.25 EUR
EUR 0.04	CFD	Short	1029	72.5971 EUR
Convertible Bond	CFD	Long	4000000	129.843587 EUR

(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

(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:	16 October 2019
Contact name:	Wendy Dent
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel [e-mail]

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.