REG - Citadel Group Just Eat Plc Takeaway.com N.V. - Form 8.3 - Takeaway.com N.V.
RNS Number : 5957MCitadel Group17 September 2019
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1%
OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser:
Citadel Group
(b) Owner or controller of interests and short positions
disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient. For a trust, the trustee(s), settlor and
beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant
securities this form relates:
Use a separate form for each offeror/offeree
TAKEAWAY.COM HOLDING BV
(d) If an exempt fund manager connected with an
offeror/offeree, state this and specify identity of
offeror/offeree:
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest
practicable date prior to the disclosure
13 September, 2019
(f) In addition to the company in 1(c) above, is the
discloser making disclosures in respect of any other
party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
JUST EAT PLC
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security:
Common Stock ISIN NL0012015705
Interests
Short Positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
155,426
0.25
534,628
0.87
(2) Cash-settled derivatives:
48,169
0.08
23,343
0.04
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
12,400
0.02
63,000
0.10
TOTAL:
215,995
0.35
620,971
1.01
Class of relevant security:
Convertible Bond ISIN XS1940192039
Interests
Short Positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
53,100,000
21.24
0
0.00
(2) Cash-settled derivatives:
0
0.00
0
0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
0
0.00
0
0.00
TOTAL:
53,100,000
21.24
0
0.00
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(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
ISIN NL0012015705
Purchase/sale
Number of securities
Price per unit
Common Stock
Purchase
549
76.15 EUR
Common Stock
Purchase
231
76.2 EUR
Common Stock
Purchase
1,768
76.2 EUR
Common Stock
Purchase
2,238
76.25 EUR
Common Stock
Purchase
64
76.3 EUR
Common Stock
Purchase
1,491
76.3 EUR
Common Stock
Purchase
1,019
76.35 EUR
Common Stock
Purchase
128
76.4 EUR
Common Stock
Purchase
838
76.4 EUR
Common Stock
Purchase
32
76.425 EUR
Common Stock
Purchase
62
76.45 EUR
Common Stock
Purchase
1,454
76.45 EUR
Common Stock
Purchase
1,609
76.5 EUR
Common Stock
Purchase
110
76.55 EUR
Common Stock
Purchase
99
76.6 EUR
Common Stock
Purchase
53
76.75 EUR
Common Stock
Purchase
665
76.8 EUR
Common Stock
Purchase
145
76.85 EUR
Common Stock
Purchase
890
76.9 EUR
Common Stock
Purchase
707
76.95 EUR
Common Stock
Purchase
185
77 EUR
Common Stock
Purchase
32
77.05 EUR
Common Stock
Purchase
825
77.1 EUR
Common Stock
Purchase
72
77.15 EUR
Common Stock
Purchase
328
77.15 EUR
Common Stock
Purchase
2
77.2 EUR
Common Stock
Purchase
1,977
77.2 EUR
Common Stock
Purchase
187
77.25 EUR
Common Stock
Purchase
2,529
77.25 EUR
Common Stock
Purchase
97
77.3 EUR
Common Stock
Purchase
2,524
77.3 EUR
Common Stock
Purchase
43
77.35 EUR
Common Stock
Purchase
1,631
77.35 EUR
Common Stock
Purchase
1,858
77.4 EUR
Common Stock
Purchase
588
77.45 EUR
Common Stock
Purchase
529
77.5 EUR
Common Stock
Purchase
423
77.55 EUR
Common Stock
Purchase
763
77.6 EUR
Common Stock
Purchase
217
77.65 EUR
Common Stock
Sale
-20
76.15 EUR
Common Stock
Sale
-906
76.2 EUR
Common Stock
Sale
-622
76.25 EUR
Common Stock
Sale
-1,736
76.3 EUR
Common Stock
Sale
-452
76.35 EUR
Common Stock
Sale
-2
76.35 EUR
Common Stock
Sale
-2,371
76.4 EUR
Common Stock
Sale
-1,053
76.45 EUR
Common Stock
Sale
-39
76.45 EUR
Common Stock
Sale
-2,157
76.5 EUR
Common Stock
Sale
-113
76.5 EUR
Common Stock
Sale
-1,179
76.55 EUR
Common Stock
Sale
-927
76.6 EUR
Common Stock
Sale
-73
76.625 EUR
Common Stock
Sale
-203
76.65 EUR
Common Stock
Sale
-40
76.75 EUR
Common Stock
Sale
-375
76.85 EUR
Common Stock
Sale
-50
76.9 EUR
Common Stock
Sale
-440
76.95 EUR
Common Stock
Sale
-2,259
77 EUR
Common Stock
Sale
-103
77 EUR
Common Stock
Sale
-1,111
77.05 EUR
Common Stock
Sale
-322
77.05 EUR
Common Stock
Sale
-1,120
77.1 EUR
Common Stock
Sale
-1,365
77.15 EUR
Common Stock
Sale
-60
77.15 EUR
Common Stock
Sale
-736
77.2 EUR
Common Stock
Sale
-237
77.2 EUR
Common Stock
Sale
-132
77.225 EUR
Common Stock
Sale
-537
77.25 EUR
Common Stock
Sale
-158
77.25 EUR
Common Stock
Sale
-103
77.275 EUR
Common Stock
Sale
-1,776
77.3 EUR
Common Stock
Sale
-119
77.3 EUR
Common Stock
Sale
-1,852
77.35 EUR
Common Stock
Sale
-24
77.35 EUR
Common Stock
Sale
-837
77.4 EUR
Common Stock
Sale
-212
77.45 EUR
Common Stock
Sale
-7
77.45 EUR
Common Stock
Sale
-372
77.5 EUR
Common Stock
Sale
-19
77.5 EUR
Common Stock
Sale
-215
77.55 EUR
Common Stock
Sale
-121
77.6 EUR
Common Stock
Sale
-2
77.65 EUR
(b) Cash-settled derivative transactions
Class of relevant security
ISIN NL0012015705
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 Stock
CFD
Increasing short position
-979
77.00035751 EUR
Common Stock
CFD
Increasing short position
-561
77.071067 EUR
Common Stock
CFD
Increasing short position
-637
77.246075 EUR
Common Stock
CFD
Opening/Closing a position
203
76.348522 EUR
Common Stock
CFD
Opening/Closing a position
-1,206
77.071067 EUR
Common Stock
CFD
Opening/Closing a position
1,003
77.50668 EUR
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security
ISIN
NL0012015705
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
Common
Call Option
Purchasing
100
82 EUR
American
20/09/2019
0.26 EUR
Common
Put Option
Purchasing
-500
74 EUR
American
20/09/2019
0.5 EUR
Common
Put Option
Purchasing
-100
72 EUR
American
18/10/2019
1.45 EUR
Common
Call Option
Writing
-200
80 EUR
American
20/09/2019
0.45 EUR
Common
Call Option
Writing
-100
86 EUR
American
18/10/2019
0.7 EUR
Common
Call Option
Writing
-100
78 EUR
American
20/09/2019
0.88 EUR
Common
Call Option
Writing
-100
80 EUR
American
18/10/2019
2.05 EUR
Common
Put Option
Writing
200
76 EUR
American
18/10/2019
2.95 EUR
(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)
4. 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 person 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 person 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
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached?
YES
Date of disclosure:
17 September, 2019
Contact name:
Katie Bonds
Telephone number*:
020 7645 9700
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 disclosure requirements on +44 (0)20 7638 0129.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure:
Citadel Group
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:
TAKEAWAY.COM HOLDING BV
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security
ISIN
NL0012015705
Product description e.g. call option
Written or purchased
Number of securities to which option or derivative relates
Exercise price per unit
Type
e.g. American, European etc.
Expiry date
Common
Call Option
Written
-100
74 USD
American
15/11/2019
Common
Call Option
Written
-400
90 USD
American
15/11/2019
Common
Call Option
Written
-200
86 USD
American
15/11/2019
Common
Put Option
Purchased
-100
86 USD
American
15/11/2019
Common
Call Option
Written
-700
76 USD
American
15/11/2019
Common
Call Option
Purchased
100
92 USD
American
15/11/2019
Common
Put Option
Purchased
-2200
84 USD
American
15/11/2019
Common
Put Option
Purchased
-1600
68 USD
American
15/11/2019
Common
Call Option
Purchased
200
80 USD
American
15/11/2019
Common
Put Option
Purchased
-1300
80 USD
American
15/11/2019
Common
Put Option
Purchased
-600
72 USD
American
15/11/2019
Common
Call Option
Written
-100
88 USD
American
15/11/2019
Common
Put Option
Purchased
-100
82 USD
American
15/11/2019
Common
Put Option
Purchased
-100
76 USD
American
15/11/2019
Common
Call Option
Purchased
1100
96 USD
American
15/11/2019
Common
Put Option
Purchased
-1300
74 USD
American
20/09/2019
Common
Put Option
Purchased
-100
74 USD
American
18/10/2019
Common
Call Option
Written
-500
90 USD
American
18/10/2019
Common
Call Option
Written
-100
94 USD
American
18/10/2019
Common
Call Option
Purchased
100
94 USD
American
20/09/2019
Common
Put Option
Purchased
-100
100 USD
American
18/10/2019
Common
Call Option
Purchased
1800
64 USD
American
18/10/2019
Common
Call Option
Purchased
300
90 USD
American
20/09/2019
Common
Call Option
Written
-2400
86 USD
American
18/10/2019
Common
Put Option
Purchased
-2500
86 USD
American
18/10/2019
Common
Call Option
Written
-200
96 USD
American
18/10/2019
Common
Put Option
Written
600
76 USD
American
18/10/2019
Common
Call Option
Written
-100
72 USD
American
18/10/2019
Common
Put Option
Written
300
78 USD
American
18/10/2019
Common
Put Option
Purchased
-1100
82 USD
American
18/10/2019
Common
Call Option
Purchased
100
82 USD
American
18/10/2019
Common
Call Option
Written
-200
92 USD
American
18/10/2019
Common
Call Option
Written
-1400
80 USD
American
18/10/2019
Common
Put Option
Purchased
-100
68 USD
American
18/10/2019
Common
Call Option
Written
-1400
88 USD
American
18/10/2019
Common
Call Option
Written
-1100
78 USD
American
18/10/2019
Common
Put Option
Purchased
-600
84 USD
American
18/10/2019
Common
Put Option
Purchased
-1100
80 USD
American
18/10/2019
Common
Put Option
Purchased
-100
72 USD
American
18/10/2019
Common
Call Option
Written
-400
100 USD
American
20/09/2019
Common
Put Option
Purchased
-2100
86 USD
American
20/09/2019
Common
Call Option
Purchased
300
86 USD
American
20/09/2019
Common
Call Option
Purchased
300
96 USD
American
20/09/2019
Common
Call Option
Purchased
2800
82 USD
American
20/09/2019
Common
Put Option
Purchased
-100
82 USD
American
20/09/2019
Common
Put Option
Purchased
-26300
78 USD
American
20/09/2019
Common
Call Option
Written
-300
76 USD
American
20/09/2019
Common
Call Option
Purchased
600
78 USD
American
20/09/2019
Common
Call Option
Purchased
1000
88 USD
American
20/09/2019
Common
Put Option
Purchased
-2200
84 USD
American
20/09/2019
Common
Call Option
Written
-4300
92 USD
American
20/09/2019
Common
Put Option
Purchased
-400
80 USD
American
20/09/2019
Common
Put Option
Written
2000
72 USD
American
20/09/2019
Common
Call Option
Written
-3400
84 USD
American
20/09/2019
Common
Call Option
Purchased
400
80 USD
American
20/09/2019
Common
Put Option
Written
400
88 USD
American
20/09/2019
Common
Put Option
Purchased
-1600
76 USD
American
20/09/2019
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position can be fully understood:
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDRETUBAKRKWAKARR
Recent news on Just Eat Takeaway.com NV
See all newsREG - Just Eat Takeaway - Completion of Delisting
AnnouncementREG - Official List - Removal - Just Eat Takeaway.com N.V.
AnnouncementREG - Stock Exch Notice Just Eat Takeaway - Cancellation - Just Eat Takeaway.com N.V.
AnnouncementREG - Just Eat Takeaway - Transaction in Own Shares
AnnouncementREG - Just Eat Takeaway - Transaction in Own Shares
Announcement