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
21 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:
122,054
0.20
325,302
0.53
(2) Cash-settled derivatives:
56,524
0.09
4,699
0.01
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
11,300
0.02
48,200
0.08
TOTAL:
189,878
0.31
378,201
0.62
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
159
83.8 EUR
Common Stock
Purchase
53
83.85 EUR
Common Stock
Purchase
106
83.85 EUR
Common Stock
Purchase
55
83.9 EUR
Common Stock
Purchase
551
83.9 EUR
Common Stock
Purchase
305
83.95 EUR
Common Stock
Purchase
14
84 EUR
Common Stock
Purchase
428
84 EUR
Common Stock
Purchase
524
84.05 EUR
Common Stock
Purchase
82
84.1 EUR
Common Stock
Purchase
1,237
84.1 EUR
Common Stock
Purchase
223
84.15 EUR
Common Stock
Purchase
666
84.15 EUR
Common Stock
Purchase
86
84.2 EUR
Common Stock
Purchase
1,097
84.2 EUR
Common Stock
Purchase
27
84.25 EUR
Common Stock
Purchase
600
84.25 EUR
Common Stock
Purchase
143
84.3 EUR
Common Stock
Purchase
205
84.3 EUR
Common Stock
Purchase
100
84.35 EUR
Common Stock
Purchase
147
84.35 EUR
Common Stock
Purchase
31
84.4 EUR
Common Stock
Purchase
515
84.4 EUR
Common Stock
Purchase
233
84.425 EUR
Common Stock
Purchase
21
84.45 EUR
Common Stock
Purchase
374
84.45 EUR
Common Stock
Purchase
469
84.5 EUR
Common Stock
Purchase
171
84.55 EUR
Common Stock
Purchase
11
84.6 EUR
Common Stock
Purchase
185
84.6 EUR
Common Stock
Purchase
560
84.65 EUR
Common Stock
Purchase
709
84.65 EUR
Common Stock
Purchase
465
84.7 EUR
Common Stock
Purchase
624
84.7 EUR
Common Stock
Purchase
73
84.75 EUR
Common Stock
Purchase
208
84.75 EUR
Common Stock
Purchase
236
84.8 EUR
Common Stock
Purchase
509
84.8 EUR
Common Stock
Sale
-8
83.8 EUR
Common Stock
Sale
-863
83.85 EUR
Common Stock
Sale
-236
83.85 EUR
Common Stock
Sale
-431
83.9 EUR
Common Stock
Sale
-37
83.9 EUR
Common Stock
Sale
-513
83.95 EUR
Common Stock
Sale
-404
84 EUR
Common Stock
Sale
-7
84 EUR
Common Stock
Sale
-160
84.05 EUR
Common Stock
Sale
-638
84.1 EUR
Common Stock
Sale
-403
84.1 EUR
Common Stock
Sale
-772
84.15 EUR
Common Stock
Sale
-82
84.15 EUR
Common Stock
Sale
-1,851
84.2 EUR
Common Stock
Sale
-182
84.2 EUR
Common Stock
Sale
-210
84.25 EUR
Common Stock
Sale
-840
84.3 EUR
Common Stock
Sale
-200
84.3 EUR
Common Stock
Sale
-85
84.325 EUR
Common Stock
Sale
-339
84.35 EUR
Common Stock
Sale
-206
84.35 EUR
Common Stock
Sale
-733
84.4 EUR
Common Stock
Sale
-175
84.45 EUR
Common Stock
Sale
-115
84.45 EUR
Common Stock
Sale
-577
84.5 EUR
Common Stock
Sale
-47
84.55 EUR
Common Stock
Sale
-9
84.55 EUR
Common Stock
Sale
-576
84.6 EUR
Common Stock
Sale
-580
84.65 EUR
Common Stock
Sale
-215
84.65 EUR
Common Stock
Sale
-794
84.7 EUR
Common Stock
Sale
-179
84.7 EUR
Common Stock
Sale
-477
84.75 EUR
Common Stock
Sale
-423
84.75 EUR
Common Stock
Sale
-442
84.8 EUR
Common Stock
Sale
-296
84.8 EUR
Common Stock
Sale
-271
84.85 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
785
84.29993631 EUR
Common Stock
CFD
Reducing short position
1,273
84.233965 EUR
Common Stock
CFD
Reducing short position
1,365
84.233965 EUR
Common Stock
CFD
Reducing short position
2,900
84.386147 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
200
96 EUR
American
20/09/2019
0.36 EUR
Common
Put Option
Purchasing
-200
76 EUR
American
20/09/2019
0.7 EUR
Common
Call Option
Purchasing
100
92 EUR
American
20/09/2019
0.8 EUR
Common
Call Option
Purchasing
100
88 EUR
American
20/09/2019
1.75 EUR
Common
Call Option
Purchasing
100
88 EUR
American
20/09/2019
1.8 EUR
Common
Put Option
Purchasing
-300
82 EUR
American
20/09/2019
2 EUR
Common
Put Option
Purchasing
-100
82 EUR
American
20/09/2019
2.04 EUR
Common
Call Option
Writing
-100
94 EUR
American
18/10/2019
1.45 EUR
Common
Call Option
Writing
-100
92 EUR
American
18/10/2019
1.85 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:
Pauline Rogers
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
-800
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
Written
-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
1100
88 USD
American
20/09/2019
Common
Put Option
Purchased
-2500
84 USD
American
20/09/2019
Common
Call Option
Written
-7000
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.ENDRETUBSARKBAKAAR
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