REG - Citadel Group Just Eat Plc Takeaway.com N.V. - Form 8.3 - Takeaway.com N.V.
RNS Number : 6045MCitadel 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
09 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:
123,651
0.20
512,902
0.84
(2) Cash-settled derivatives:
50,643
0.08
13,818
0.02
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
11,300
0.02
52,700
0.09
TOTAL:
185,594
0.30
579,420
0.95
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
55
80.65 EUR
Common Stock
Purchase
320
80.7 EUR
Common Stock
Purchase
117
80.75 EUR
Common Stock
Purchase
797
80.75 EUR
Common Stock
Purchase
225
80.8 EUR
Common Stock
Purchase
1,136
80.8 EUR
Common Stock
Purchase
838
80.85 EUR
Common Stock
Purchase
1,560
80.85 EUR
Common Stock
Purchase
288
80.9 EUR
Common Stock
Purchase
1,354
80.9 EUR
Common Stock
Purchase
123
80.925 EUR
Common Stock
Purchase
438
80.95 EUR
Common Stock
Purchase
4,349
80.95 EUR
Common Stock
Purchase
406
81 EUR
Common Stock
Purchase
3,359
81 EUR
Common Stock
Purchase
12
81.05 EUR
Common Stock
Purchase
2,739
81.05 EUR
Common Stock
Purchase
923
81.1 EUR
Common Stock
Purchase
1,366
81.1 EUR
Common Stock
Purchase
224
81.15 EUR
Common Stock
Purchase
771
81.15 EUR
Common Stock
Purchase
420
81.2 EUR
Common Stock
Purchase
1,052
81.2 EUR
Common Stock
Purchase
2
81.225 EUR
Common Stock
Purchase
110
81.25 EUR
Common Stock
Purchase
57
81.3 EUR
Common Stock
Purchase
921
81.3 EUR
Common Stock
Purchase
57
81.35 EUR
Common Stock
Purchase
819
81.35 EUR
Common Stock
Purchase
604
81.4 EUR
Common Stock
Purchase
745
81.4 EUR
Common Stock
Purchase
175
81.425 EUR
Common Stock
Purchase
173
81.45 EUR
Common Stock
Purchase
643
81.45 EUR
Common Stock
Purchase
183
81.5 EUR
Common Stock
Purchase
1,106
81.5 EUR
Common Stock
Purchase
427
81.55 EUR
Common Stock
Purchase
619
81.55 EUR
Common Stock
Purchase
185
81.57 EUR
Common Stock
Purchase
332
81.6 EUR
Common Stock
Purchase
402
81.6 EUR
Common Stock
Purchase
283
81.65 EUR
Common Stock
Purchase
854
81.65 EUR
Common Stock
Purchase
18
81.675 EUR
Common Stock
Purchase
730
81.7 EUR
Common Stock
Purchase
125
81.725 EUR
Common Stock
Purchase
178
81.75 EUR
Common Stock
Purchase
364
81.75 EUR
Common Stock
Purchase
675
81.8 EUR
Common Stock
Purchase
724
81.8 EUR
Common Stock
Purchase
620
81.85 EUR
Common Stock
Purchase
1,004
81.85 EUR
Common Stock
Purchase
764
81.9 EUR
Common Stock
Purchase
993
81.9 EUR
Common Stock
Purchase
402
81.95 EUR
Common Stock
Purchase
418
81.95 EUR
Common Stock
Purchase
512
81.975 EUR
Common Stock
Purchase
373
82 EUR
Common Stock
Purchase
847
82 EUR
Common Stock
Purchase
246
82.05 EUR
Common Stock
Purchase
188
82.075 EUR
Common Stock
Purchase
68
82.1 EUR
Common Stock
Purchase
190
82.15 EUR
Common Stock
Purchase
86
82.2 EUR
Common Stock
Purchase
10
82.25 EUR
Common Stock
Purchase
87
82.25 EUR
Common Stock
Purchase
760
82.3 EUR
Common Stock
Purchase
307
82.35 EUR
Common Stock
Purchase
709
82.4 EUR
Common Stock
Purchase
281
82.425 EUR
Common Stock
Purchase
206
82.45 EUR
Common Stock
Purchase
139
82.5 EUR
Common Stock
Purchase
102
82.55 EUR
Common Stock
Purchase
378
82.55 EUR
Common Stock
Purchase
10
82.6 EUR
Common Stock
Purchase
311
82.6 EUR
Common Stock
Purchase
135
82.65 EUR
Common Stock
Purchase
290
82.65 EUR
Common Stock
Purchase
60
82.7 EUR
Common Stock
Purchase
46
82.75 EUR
Common Stock
Purchase
55
82.75 EUR
Common Stock
Purchase
56
82.8 EUR
Common Stock
Purchase
262
82.8 EUR
Common Stock
Purchase
179
82.85 EUR
Common Stock
Purchase
313
82.85 EUR
Common Stock
Purchase
68
82.9 EUR
Common Stock
Purchase
238
82.9 EUR
Common Stock
Purchase
102
82.95 EUR
Common Stock
Purchase
665
83 EUR
Common Stock
Purchase
1,132
83 EUR
Common Stock
Purchase
201
83.05 EUR
Common Stock
Purchase
2,160
83.05 EUR
Common Stock
Purchase
57
83.1 EUR
Common Stock
Purchase
443
83.1 EUR
Common Stock
Purchase
38
83.15 EUR
Common Stock
Purchase
268
83.15 EUR
Common Stock
Purchase
141
83.2 EUR
Common Stock
Purchase
216
83.2 EUR
Common Stock
Purchase
125
83.25 EUR
Common Stock
Purchase
1,498
83.25 EUR
Common Stock
Purchase
52
83.3 EUR
Common Stock
Purchase
80
83.3 EUR
Common Stock
Purchase
11
83.35 EUR
Common Stock
Purchase
206
83.35 EUR
Common Stock
Purchase
160
83.4 EUR
Common Stock
Purchase
59
83.45 EUR
Common Stock
Purchase
75
83.45 EUR
Common Stock
Purchase
12
83.5 EUR
Common Stock
Purchase
109
83.5 EUR
Common Stock
Purchase
14
83.55 EUR
Common Stock
Purchase
58
83.55 EUR
Common Stock
Purchase
184
83.65 EUR
Common Stock
Purchase
11
83.75 EUR
Common Stock
Purchase
177
83.75 EUR
Common Stock
Purchase
55
83.8 EUR
Common Stock
Purchase
110
83.8 EUR
Common Stock
Purchase
55
83.85 EUR
Common Stock
Purchase
296
83.9 EUR
Common Stock
Purchase
334
83.9 EUR
Common Stock
Purchase
117
83.95 EUR
Common Stock
Purchase
126
83.95 EUR
Common Stock
Purchase
173
84 EUR
Common Stock
Sale
-17
80.65 EUR
Common Stock
Sale
-641
80.7 EUR
Common Stock
Sale
-673
80.75 EUR
Common Stock
Sale
-230
80.75 EUR
Common Stock
Sale
-204
80.775 EUR
Common Stock
Sale
-424
80.8 EUR
Common Stock
Sale
-146
80.8 EUR
Common Stock
Sale
-104
80.825 EUR
Common Stock
Sale
-1,979
80.85 EUR
Common Stock
Sale
-1,059
80.85 EUR
Common Stock
Sale
-826
80.9 EUR
Common Stock
Sale
-190
80.9 EUR
Common Stock
Sale
-3,474
80.95 EUR
Common Stock
Sale
-924
80.95 EUR
Common Stock
Sale
-1,155
81 EUR
Common Stock
Sale
-644
81 EUR
Common Stock
Sale
-368
81.025 EUR
Common Stock
Sale
-1,387
81.05 EUR
Common Stock
Sale
-397
81.05 EUR
Common Stock
Sale
-161
81.075 EUR
Common Stock
Sale
-1,434
81.1 EUR
Common Stock
Sale
-167
81.1 EUR
Common Stock
Sale
-308
81.1375 EUR
Common Stock
Sale
-539
81.15 EUR
Common Stock
Sale
-152
81.15 EUR
Common Stock
Sale
-134
81.175 EUR
Common Stock
Sale
-245
81.2 EUR
Common Stock
Sale
-446
81.25 EUR
Common Stock
Sale
-186
81.25 EUR
Common Stock
Sale
-233
81.3 EUR
Common Stock
Sale
-36
81.3 EUR
Common Stock
Sale
-855
81.35 EUR
Common Stock
Sale
-55
81.35 EUR
Common Stock
Sale
-467
81.4 EUR
Common Stock
Sale
-380
81.4 EUR
Common Stock
Sale
-142
81.4125 EUR
Common Stock
Sale
-252
81.45 EUR
Common Stock
Sale
-138
81.45 EUR
Common Stock
Sale
-1,668
81.5 EUR
Common Stock
Sale
-274
81.5 EUR
Common Stock
Sale
-471
81.55 EUR
Common Stock
Sale
-314
81.55 EUR
Common Stock
Sale
-13,575
81.582621 EUR
Common Stock
Sale
-3,994
81.582621 EUR
Common Stock
Sale
-362
81.6 EUR
Common Stock
Sale
-312
81.6 EUR
Common Stock
Sale
-445
81.65 EUR
Common Stock
Sale
-107
81.65 EUR
Common Stock
Sale
-717
81.7 EUR
Common Stock
Sale
-571
81.7 EUR
Common Stock
Sale
-186
81.75 EUR
Common Stock
Sale
-6
81.75 EUR
Common Stock
Sale
-287
81.8 EUR
Common Stock
Sale
-168
81.8 EUR
Common Stock
Sale
-931
81.85 EUR
Common Stock
Sale
-142
81.85 EUR
Common Stock
Sale
-852
81.9 EUR
Common Stock
Sale
-610
81.9 EUR
Common Stock
Sale
-584
81.95 EUR
Common Stock
Sale
-379
81.95 EUR
Common Stock
Sale
-476
82 EUR
Common Stock
Sale
-384
82 EUR
Common Stock
Sale
-920
82.05 EUR
Common Stock
Sale
-296
82.05 EUR
Common Stock
Sale
-2,975
82.1 EUR
Common Stock
Sale
-419
82.1 EUR
Common Stock
Sale
-104
82.15 EUR
Common Stock
Sale
-159
82.2 EUR
Common Stock
Sale
-129
82.2 EUR
Common Stock
Sale
-155
82.25 EUR
Common Stock
Sale
-33
82.25 EUR
Common Stock
Sale
-19
82.3 EUR
Common Stock
Sale
-66
82.35 EUR
Common Stock
Sale
-95
82.4 EUR
Common Stock
Sale
-60
82.45 EUR
Common Stock
Sale
-1,478
82.5 EUR
Common Stock
Sale
-339
82.55 EUR
Common Stock
Sale
-292
82.55 EUR
Common Stock
Sale
-359
82.6 EUR
Common Stock
Sale
-265
82.6 EUR
Common Stock
Sale
-407
82.65 EUR
Common Stock
Sale
-234
82.65 EUR
Common Stock
Sale
-650
82.7 EUR
Common Stock
Sale
-69
82.7 EUR
Common Stock
Sale
-389
82.8 EUR
Common Stock
Sale
-187
82.8 EUR
Common Stock
Sale
-485
82.85 EUR
Common Stock
Sale
-270
82.85 EUR
Common Stock
Sale
-619
82.9 EUR
Common Stock
Sale
-142
82.9 EUR
Common Stock
Sale
-410
82.95 EUR
Common Stock
Sale
-308
82.95 EUR
Common Stock
Sale
-435
83 EUR
Common Stock
Sale
-311
83 EUR
Common Stock
Sale
-929
83.05 EUR
Common Stock
Sale
-23
83.05 EUR
Common Stock
Sale
-27
83.1 EUR
Common Stock
Sale
-22
83.1 EUR
Common Stock
Sale
-251
83.15 EUR
Common Stock
Sale
-200
83.2 EUR
Common Stock
Sale
-430
83.25 EUR
Common Stock
Sale
-221
83.25 EUR
Common Stock
Sale
-140
83.3 EUR
Common Stock
Sale
-132
83.3 EUR
Common Stock
Sale
-174
83.35 EUR
Common Stock
Sale
-79
83.35 EUR
Common Stock
Sale
-339
83.4 EUR
Common Stock
Sale
-133
83.4 EUR
Common Stock
Sale
-96
83.45 EUR
Common Stock
Sale
-80
83.5 EUR
Common Stock
Sale
-119
83.6 EUR
Common Stock
Sale
-53
83.65 EUR
Common Stock
Sale
-73
83.75 EUR
Common Stock
Sale
-139
83.8 EUR
Common Stock
Sale
-194
83.85 EUR
Common Stock
Sale
-108
83.9 EUR
Common Stock
Sale
-77
83.9 EUR
Common Stock
Sale
-400
83.95 EUR
Common Stock
Sale
-13
83.95 EUR
Common Stock
Sale
-52
84 EUR
Common Stock
Sale
-8
84 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
-8,842
82.424877 EUR
Common Stock
CFD
Increasing short position
-650
82.530382 EUR
Common Stock
CFD
Opening/Closing a position
581
81.58537 EUR
Common Stock
CFD
Opening/Closing a position
116
81.721767 EUR
Common Stock
CFD
Opening/Closing a position
-697
82.530382 EUR
Common Stock
CFD
Reducing long position
-255
83.46833333 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
(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
-300
90 USD
American
15/11/2019
Common
Call Option
Written
-200
86 USD
American
15/11/2019
Common
Call Option
Purchased
100
92 USD
American
15/11/2019
Common
Put Option
Purchased
-700
84 USD
American
15/11/2019
Common
Call Option
Purchased
300
80 USD
American
15/11/2019
Common
Put Option
Purchased
-600
80 USD
American
15/11/2019
Common
Put Option
Purchased
-200
72 USD
American
15/11/2019
Common
Put Option
Purchased
-200
74 USD
American
20/09/2019
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
Written
-200
64 USD
American
18/10/2019
Common
Call Option
Purchased
300
90 USD
American
20/09/2019
Common
Call Option
Written
-300
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
800
76 USD
American
18/10/2019
Common
Call Option
Written
-100
72 USD
American
18/10/2019
Common
Put Option
Written
400
78 USD
American
18/10/2019
Common
Put Option
Purchased
-1000
82 USD
American
18/10/2019
Common
Call Option
Purchased
100
82 USD
American
18/10/2019
Common
Call Option
Written
-300
92 USD
American
18/10/2019
Common
Call Option
Written
-1100
80 USD
American
18/10/2019
Common
Call Option
Written
-1000
88 USD
American
18/10/2019
Common
Call Option
Written
-900
78 USD
American
18/10/2019
Common
Put Option
Purchased
-600
84 USD
American
18/10/2019
Common
Put Option
Purchased
-500
80 USD
American
18/10/2019
Common
Put Option
Written
1000
72 USD
American
18/10/2019
Common
Call Option
Written
-400
100 USD
American
20/09/2019
Common
Put Option
Purchased
-2000
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
3900
82 USD
American
20/09/2019
Common
Put Option
Purchased
-100
82 USD
American
20/09/2019
Common
Put Option
Purchased
-25900
78 USD
American
20/09/2019
Common
Call Option
Purchased
400
78 USD
American
20/09/2019
Common
Call Option
Purchased
1000
88 USD
American
20/09/2019
Common
Put Option
Purchased
-3500
84 USD
American
20/09/2019
Common
Call Option
Written
-4300
92 USD
American
20/09/2019
Common
Put Option
Purchased
-300
80 USD
American
20/09/2019
Common
Put Option
Written
1900
72 USD
American
20/09/2019
Common
Call Option
Written
-3200
84 USD
American
20/09/2019
Common
Call Option
Written
-200
80 USD
American
20/09/2019
Common
Put Option
Written
400
88 USD
American
20/09/2019
Common
Put Option
Purchased
-1200
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.ENDRETUBSKRKOAKARR
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