Just Eat : Form 8.5 (EPT/RI) - Just Eat plc Replacement

This announcement replaces the previous RNS announcement 1611Z released at 11:05 on the 8 January 2020. Amendment made to section 2(a) & (b). 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	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:	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 NV

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	Buy	1389661	8.695046 GBP	8.55200 GBP
1p ordinary	Sell	2851141	8.710000 GBP	8.55182 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	41889	8.59055385 GBP
1p ordinary	CFD	Long	2485	8.58571 GBP
1p ordinary	CFD	Long	56	8.588 GBP
1p ordinary	CFD	Long	4970	8.656253 GBP
1p ordinary	CFD	Long	868500	8.59 GBP
1p ordinary	CFD	Long	250000	8.674396 GBP
1p ordinary	CFD	Long	84792	8.565803 GBP
1p ordinary	CFD	Long	74516	8.632 GBP
1p ordinary	CFD	Long	500000	8.61716376 GBP
1p ordinary	CFD	Long	107	8.55196262 GBP
1p ordinary	CFD	Long	11205	8.61143418 GBP
1p ordinary	CFD	Long	82569	8.622 GBP
1p ordinary	CFD	Long	384328	8.647488 GBP
1p ordinary	CFD	Long	27046	8.619811 GBP
1p ordinary	CFD	Long	482	8.5564 GBP
1p ordinary	CFD	Long	13866	8.591143 GBP
1p ordinary	CFD	Long	392668	8.6872 GBP
1p ordinary	CFD	Short	492098	8.69606667777557 GBP
1p ordinary	CFD	Short	510	8.552 GBP
1p ordinary	CFD	Short	45000	8.663963 GBP
1p ordinary	CFD	Short	84792	8.565803 GBP
1p ordinary	CFD	Short	3881	8.61976 GBP
1p ordinary	CFD	Short	88315	8.607536 GBP
1p ordinary	CFD	Short	234000	8.69289944444444 GBP
1p ordinary	CFD	Short	19115	8.68694 GBP
1p ordinary	CFD	Short	19894	8.6096 GBP
1p ordinary	CFD	Short	62565	8.62961 GBP
1p ordinary	CFD	Short	4493	8.61038504 GBP
1p ordinary	CFD	Short	132300	8.621925 GBP
1p ordinary	CFD	Short	5897	8.58774462 GBP
1p ordinary	CFD	Short	4798	8.558069 GBP
1p ordinary	CFD	Short	100000	8.625223 GBP
1p ordinary	CFD	Short	671	8.594 GBP
1p ordinary	CFD	Short	45000	8.663358 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:	09 January 2020
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.