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

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:	J.P. Morgan Securities 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:	Financial adviser to Prosus and MIH
(d) Date dealing undertaken:	7 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
Ordinary Share	Purchase Sale	1,352,853 2,781,241	8.6960 GBP 8.6980 GBP	8.5500 GBP 8.5435 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
Ordinary Share	Equity Swap	Long Short	4,005 6,248 9,770 2 38,716 22,088 2,500,000 7,500 84,690 12,823 6 25,000 3,564 21,655 2 330,299 9,846 600,972 1,004 67,000 6,923 1,427 11 38,716 150,000	8.5435 GBP 8.5542 GBP 8.5722 GBP 8.6000 GBP 8.6207 GBP 8.6256 GBP 8.6400 GBP 8.6498 GBP 8.6580 GBP 8.6876 GBP 8.6880 GBP 8.6946 GBP 8.5502 GBP 8.5625 GBP 8.6000 GBP 8.6119 GBP 8.6139 GBP 8.6192 GBP 8.6323 GBP 8.6329 GBP 8.6370 GBP 8.6445 GBP 8.6677 GBP 8.6880 GBP 8.6902 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
Ordinary Share

(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:	8 January 2020
Contact name:	Alwyn Basch
Telephone number:	020 7742 7407

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 [phone].

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