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

This announcement replaces the previous RNS announcement 7832P released at 11:33 on the 14 October 2019. Amendment made to section 2(a). All other information remains unchanged.

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:	11 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	48348	72.72507 EUR	71.00461 EUR
EUR 0.04	Sell	35649	72.65000 EUR	70.70000 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	12180	72.5492 EUR
EUR 0.04	CFD	Long	541	72.444963 EUR
EUR 0.04	CFD	Long	36	72.5125 EUR
EUR 0.04	CFD	Long	1021	72.193207 EUR
EUR 0.04	CFD	Long	12356	70.7 EUR
EUR 0.04	CFD	Long	1650	72.3212 EUR
EUR 0.04	CFD	Long	57	72.65 EUR
EUR 0.04	CFD	Long	159	72.45 EUR
EUR 0.04	CFD	Long	159	72.296855345912 EUR
EUR 0.04	CFD	Long	11	72.410515 EUR
EUR 0.04	CFD	Long	17	72.015997 EUR
EUR 0.04	CFD	Long	161	72.083789 EUR
EUR 0.04	CFD	Long	887	72.282399 EUR
EUR 0.04	CFD	Long	1895	72.268984 EUR
EUR 0.04	CFD	Short	974	72.002068 EUR
EUR 0.04	CFD	Short	412	71.0046 EUR
EUR 0.04	CFD	Short	19102	71.774808 EUR
EUR 0.04	CFD	Short	6434	72.203074 EUR
EUR 0.04	CFD	Short	4501	72.45 EUR
EUR 0.04	CFD	Short	151	71.765397 EUR
EUR 0.04	CFD	Short	130	72.217308 EUR
EUR 0.04	CFD	Short	1535	71.878227 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:	15 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.