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
23 August, 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:
125,412
0.20
324,798
0.53
(2) Cash-settled derivatives:
57,564
0.09
2
0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
11,500
0.02
47,900
0.08
TOTAL:
194,476
0.32
372,700
0.61
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
81
84.15 EUR
Common Stock
Purchase
118
84.2 EUR
Common Stock
Purchase
308
84.25 EUR
Common Stock
Purchase
401
84.3 EUR
Common Stock
Purchase
110
84.35 EUR
Common Stock
Purchase
314
84.4 EUR
Common Stock
Purchase
282
84.45 EUR
Common Stock
Purchase
392
84.5 EUR
Common Stock
Purchase
112
84.55 EUR
Common Stock
Purchase
19
84.65 EUR
Common Stock
Purchase
193
84.65 EUR
Common Stock
Purchase
36
84.7 EUR
Common Stock
Purchase
134
84.7 EUR
Common Stock
Purchase
117
84.75 EUR
Common Stock
Purchase
399
84.75 EUR
Common Stock
Purchase
183
84.8 EUR
Common Stock
Purchase
400
84.85 EUR
Common Stock
Purchase
833
84.85 EUR
Common Stock
Purchase
286
84.9 EUR
Common Stock
Purchase
1,040
84.9 EUR
Common Stock
Purchase
33
84.95 EUR
Common Stock
Purchase
1,803
84.95 EUR
Common Stock
Purchase
289
85 EUR
Common Stock
Purchase
5,330
85 EUR
Common Stock
Purchase
384
85.05 EUR
Common Stock
Purchase
2,898
85.05 EUR
Common Stock
Purchase
2,740
85.1 EUR
Common Stock
Purchase
250
85.15 EUR
Common Stock
Purchase
343
85.15 EUR
Common Stock
Sale
-20
84.2 EUR
Common Stock
Sale
-70
84.25 EUR
Common Stock
Sale
-19
84.3 EUR
Common Stock
Sale
-6
84.35 EUR
Common Stock
Sale
-164
84.4 EUR
Common Stock
Sale
-61
84.4 EUR
Common Stock
Sale
-120
84.45 EUR
Common Stock
Sale
-61
84.5 EUR
Common Stock
Sale
-241
84.55 EUR
Common Stock
Sale
-198
84.6 EUR
Common Stock
Sale
-423
84.7 EUR
Common Stock
Sale
-563
84.75 EUR
Common Stock
Sale
-4
84.75 EUR
Common Stock
Sale
-1,727
84.8 EUR
Common Stock
Sale
-182
84.825 EUR
Common Stock
Sale
-1,373
84.85 EUR
Common Stock
Sale
-4,153
84.9 EUR
Common Stock
Sale
-200
84.925 EUR
Common Stock
Sale
-2,836
84.95 EUR
Common Stock
Sale
-1,997
85 EUR
Common Stock
Sale
-469
85.05 EUR
Common Stock
Sale
-219
85.1 EUR
Common Stock
Sale
-221
85.15 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
Closing short position
2,651
85.063647 EUR
Common Stock
CFD
Increasing long position
200
84.76075 EUR
Common Stock
CFD
Opening long position
561
84.31533 EUR
Common Stock
CFD
Opening long position
79
85.063647 EUR
Common Stock
CFD
Opening/Closing a position
-232
84.854095 EUR
Common Stock
CFD
Opening/Closing a position
232
85.063647 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
500
92 EUR
American
20/09/2019
0.8 EUR
Common
Call Option
Purchasing
100
88 EUR
American
20/09/2019
1.8 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
Put Option
Purchased
-100
74 USD
American
20/09/2019
Common
Call Option
Purchased
400
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
100
90 USD
American
20/09/2019
Common
Call Option
Written
-200
86 USD
American
18/10/2019
Common
Put Option
Purchased
-2600
86 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
-1200
82 USD
American
18/10/2019
Common
Call Option
Written
-100
82 USD
American
18/10/2019
Common
Call Option
Written
-200
92 USD
American
18/10/2019
Common
Call Option
Written
-900
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
Written
400
84 USD
American
18/10/2019
Common
Put Option
Purchased
-300
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
-800
86 USD
American
20/09/2019
Common
Call Option
Purchased
100
86 USD
American
20/09/2019
Common
Call Option
Purchased
300
96 USD
American
20/09/2019
Common
Call Option
Purchased
4100
82 USD
American
20/09/2019
Common
Put Option
Purchased
-500
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
1200
88 USD
American
20/09/2019
Common
Put Option
Purchased
-2700
84 USD
American
20/09/2019
Common
Call Option
Written
-6500
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
-1400
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.ENDRETUBOARKRAKAAR
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