REG - Citadel Group Just Eat Plc Takeaway.com N.V. - Form 8.3 - Takeaway.com N.V.
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
04 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:
122,397
0.20
464,918
0.76
(2) Cash-settled derivatives:
64,709
0.11
2
0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
11,200
0.02
51,800
0.08
TOTAL:
198,306
0.32
516,720
0.84
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
19
81.7 EUR
Common Stock
Purchase
125
81.75 EUR
Common Stock
Purchase
739
81.8 EUR
Common Stock
Purchase
730
81.85 EUR
Common Stock
Purchase
1,212
81.9 EUR
Common Stock
Purchase
837
81.95 EUR
Common Stock
Purchase
1,732
82 EUR
Common Stock
Purchase
2,510
82 EUR
Common Stock
Purchase
248
82.05 EUR
Common Stock
Purchase
2,401
82.05 EUR
Common Stock
Purchase
195
82.1 EUR
Common Stock
Purchase
2,500
82.1 EUR
Common Stock
Purchase
94
82.15 EUR
Common Stock
Purchase
1,115
82.15 EUR
Common Stock
Purchase
63
82.2 EUR
Common Stock
Purchase
1,911
82.2 EUR
Common Stock
Purchase
90
82.25 EUR
Common Stock
Purchase
73
82.3 EUR
Common Stock
Purchase
173
82.35 EUR
Common Stock
Purchase
1,544
82.4 EUR
Common Stock
Purchase
439
82.45 EUR
Common Stock
Purchase
92
82.5 EUR
Common Stock
Purchase
289
82.55 EUR
Common Stock
Purchase
694
82.6 EUR
Common Stock
Purchase
426
82.65 EUR
Common Stock
Purchase
116
82.7 EUR
Common Stock
Purchase
229
82.8 EUR
Common Stock
Sale
-60
81.65 EUR
Common Stock
Sale
-109
81.7 EUR
Common Stock
Sale
-137
81.75 EUR
Common Stock
Sale
-263
81.8 EUR
Common Stock
Sale
-234
81.8 EUR
Common Stock
Sale
-894
81.85 EUR
Common Stock
Sale
-415
81.85 EUR
Common Stock
Sale
-2,408
81.9 EUR
Common Stock
Sale
-44
81.9 EUR
Common Stock
Sale
-2,828
81.95 EUR
Common Stock
Sale
-553
81.95 EUR
Common Stock
Sale
-226
81.975 EUR
Common Stock
Sale
-5,539
82 EUR
Common Stock
Sale
-1,257
82 EUR
Common Stock
Sale
-700
82.025 EUR
Common Stock
Sale
-3,685
82.05 EUR
Common Stock
Sale
-10,927
82.058326 EUR
Common Stock
Sale
-1,898
82.1 EUR
Common Stock
Sale
-7
82.1 EUR
Common Stock
Sale
-1,249
82.15 EUR
Common Stock
Sale
-500
82.15 EUR
Common Stock
Sale
-1,112
82.2 EUR
Common Stock
Sale
-711
82.25 EUR
Common Stock
Sale
-88
82.3 EUR
Common Stock
Sale
-89
82.35 EUR
Common Stock
Sale
-487
82.4 EUR
Common Stock
Sale
-229
82.45 EUR
Common Stock
Sale
-1,515
82.5 EUR
Common Stock
Sale
-487
82.55 EUR
Common Stock
Sale
-74
82.55 EUR
Common Stock
Sale
-453
82.6 EUR
Common Stock
Sale
-14
82.6 EUR
Common Stock
Sale
-78
82.65 EUR
Common Stock
Sale
-31
82.7 EUR
Common Stock
Sale
-75
82.75 EUR
Common Stock
Sale
-90
82.85 EUR
Common Stock
Sale
-107
82.95 EUR
Common Stock
Sale
-35
83 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 long position
49
81.85 EUR
Common Stock
CFD
Increasing long position
5,342
82.103695 EUR
Common Stock
CFD
Reducing long position
-1,724
81.997146 EUR
Common Stock
CFD
Reducing long position
-1,641
82.044622 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
Put Option
Purchasing
-100
80 EUR
American
20/09/2019
1.35 EUR
Common
Put Option
Purchasing
-100
82 EUR
American
20/09/2019
2.2 EUR
Common
Put Option
Purchasing
-200
80 EUR
American
18/10/2019
3 EUR
Common
Call Option
Purchasing
200
82 EUR
American
18/10/2019
4 EUR
Common
Put Option
Purchasing
-100
90 EUR
American
20/09/2019
8.5 EUR
Common
Call Option
Writing
-100
84 EUR
American
20/09/2019
1.85 EUR
Common
Call Option
Writing
-300
90 EUR
American
15/11/2019
2.25 EUR
Common
Put Option
Writing
100
90 EUR
American
20/09/2019
8.35 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
-300
90 USD
American
15/11/2019
Common
Call Option
Purchased
100
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
Put Option
Purchased
-100
80 USD
American
15/11/2019
Common
Put Option
Purchased
-200
72 USD
American
15/11/2019
Common
Put Option
Purchased
-100
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
200
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
-100
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
900
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
500
86 USD
American
20/09/2019
Common
Call Option
Purchased
300
96 USD
American
20/09/2019
Common
Call Option
Purchased
4000
82 USD
American
20/09/2019
Common
Put Option
Purchased
-600
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
-2700
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.ENDRETUBRRRKBAKAAR
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