RNS Number : 0265R

Bank of America Merrill Lynch

24 October 2019

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:	Bank of America Merrill Lynch
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Takeaway.com NV
(c) Name of the party to the offer with which exempt principal trader is connected:	Takeaway.com NV
(d) Date dealing undertaken:	23/10/2019
(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 If YES, specify which: (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
Common - ISIN NL0012015705	Purchase	79,265	73.05 EUR	71.069 EUR
Common - ISIN NL0012015705	Sale	50,122	73.45 EUR	71 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
Common - ISIN NL0012015705	Swaps	Reducing a short position	30	72.945 EUR
Common - ISIN NL0012015705	Swaps	Opening a Short position	1,883	72.825 EUR
Common - ISIN NL0012015705	Swaps	Reducing a short position	1,168	72.825 EUR
Common - ISIN NL0012015705	Swaps	Reducing a short position	304	73.145 EUR
Common - ISIN NL0012015705	Swaps	Opening a long position	358	71.886 EUR
Common - ISIN NL0012015705	Swaps	Reducing a short position	336	72.889 EUR
Common - ISIN NL0012015705	Swaps	Increasing a long position	5,702	72.889 EUR
Common - ISIN NL0012015705	Swaps	Reducing a long position	2	72.847 EUR
Common - ISIN NL0012015705	Swaps	Closing a Long Position	60	72.889 EUR
Common - ISIN NL0012015705	Swaps	Closing a Short Position	233	72.153 EUR
Common - ISIN NL0012015705	Swaps	Increasing a short position	3,637	72.81 EUR
Common - ISIN NL0012015705	Swaps	Increasing a short position	700	72.907 EUR
Common - ISIN NL0012015705	Swaps	Reducing a short position	172	71.793 EUR
Common - ISIN NL0012015705	Swaps	Reducing a short position	25	72.76 EUR
Common - ISIN NL0012015705	Swaps	Increasing a long position	287	72.992 EUR
Common - ISIN NL0012015705	Swaps	Opening a Short position	5,071	72.743 EUR
Common - ISIN NL0012015705	Swaps	Reducing a short position	157	72.743 EUR
Common - ISIN NL0012015705	Swaps	Reducing a short position	347	72.945 EUR
Common - ISIN NL0012015705	Swaps	Closing a Long Position	358	72.989 EUR
Common - ISIN NL0012015705	Swaps	Reducing a short position	81	72.743 EUR
Common - ISIN NL0012015705	Swaps	Increasing a long position	1,000	72.743 EUR
Common - ISIN NL0012015705	Swaps	Increasing a short position	1,209	72.989 EUR
Common - ISIN NL0012015705	Swaps	Reducing a long position	2,207	73.144 EUR
Common - ISIN NL0012015705	Swaps	Opening a long position	3,107	72.981 EUR
Common - ISIN NL0012015705	Swaps	Closing a Short Position	5,071	72.75 EUR
Common - ISIN NL0012015705	Swaps	Increasing a short position	41	72.985 EUR
Common - ISIN NL0012015705	Swaps	Increasing a short position	10	71.793 EUR
Common - ISIN NL0012015705	Swaps	Reducing a short position	491	72.294 EUR
Common - ISIN NL0012015705	Swaps	Reducing a long position	740	72.557 EUR
Common - ISIN NL0012015705	Swaps	Reducing a long position	777	72.757 EUR
Common - ISIN NL0012015705	Swaps	Increasing a short position	634	72.889 EUR
Common - ISIN NL0012015705	Swaps	Reducing a long position	3,224	72.825 EUR
Common - ISIN NL0012015705	Swaps	Opening a Short position	233	72.825 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
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise Price per unit
N/A	N/A	N/A	N/A	N/A

(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)
N/A	N/A	N/A	N/A

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:	24/10/2019
Contact name:	Tolu Tade
Telephone number:	+44207 996 3410

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 +44 (0)20 7638 0129.

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

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