REG - Citadel Group Just Eat Plc Takeaway.com N.V. - Form 8.3 - Takeaway.com N.V.

Just Eat Takeaway.com NVAnnouncement

17/09/2019 10:25

RNS Number : 5957M
Citadel Group
17 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.
 











 




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