Just Eat : Form 8.5 (EPT/RI)

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:	(GS) GOLDMAN SACHS INTERNATIONAL
(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:	JUST EAT PLC
(d) Date dealing undertaken:	16 August 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 the offer? If it is a cash offer or possible cash offer, state 'N/A'	YES - disclosed previously for 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	303,057	7.7900 GBP	7.5880 GBP
1p ordinary	Sales	411,415	7.7860 GBP	7.5520 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	Increasing a long position	149	7.6028 GBP
1p ordinary	CFD	Increasing a long position	114	7.6094 GBP
1p ordinary	CFD	Increasing a long position	85	7.6205 GBP
1p ordinary	CFD	Increasing a long position	11	7.6258 GBP
1p ordinary	CFD	Increasing a long position	11	7.6281 GBP
1p ordinary	CFD	Reducing a short position	1,300	7.6419 GBP
1p ordinary	CFD	Reducing a long position	5,176	7.6935 GBP
1p ordinary	CFD	Increasing a short position	20,000	7.6968 GBP
1p ordinary	CFD	Reducing a short position	21,194	7.7460 GBP
1p ordinary	CFD	Increasing a long position	855	7.7460 GBP
1p ordinary	CFD	Increasing a long position	2,428	7.7460 GBP
1p ordinary	CFD	Increasing a long position	121	7.7460 GBP
1p ordinary	CFD	Increasing a long position	88	7.7654 GBP
1p ordinary	CFD	Increasing a long position	51	7.7654 GBP
1p ordinary	CFD	Increasing a long position	531	7.7654 GBP
1p ordinary	CFD	Increasing a long position	17	7.7654 GBP
1p ordinary	CFD	Increasing a long position	12	7.7654 GBP
1p ordinary	CFD	Increasing a long position	107	7.7654 GBP
1p ordinary	CFD	Reducing a long position	117	7.7666 GBP
1p ordinary	CFD	Reducing a long position	19	7.7666 GBP
1p ordinary	CFD	Reducing a long position	567	7.7666 GBP
1p ordinary	CFD	Reducing a long position	103	7.7666 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

(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:	19 August 2019
Contact name:	Kashif Rafiq and Papa Lette
Telephone number:	[phone] / [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 at [e-mail]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

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