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
27 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:
24,502
0.04
667,636
1.09
(2) Cash-settled derivatives:
20,090
0.03
3,584
0.01
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
8,900
0.01
26,600
0.04
TOTAL:
53,492
0.09
697,820
1.14
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
63
72.5 EUR
Common Stock
Purchase
78
72.5 EUR
Common Stock
Purchase
1,231
72.55 EUR
Common Stock
Purchase
20
72.575 EUR
Common Stock
Purchase
330
72.6 EUR
Common Stock
Purchase
725
72.6 EUR
Common Stock
Purchase
194
72.65 EUR
Common Stock
Purchase
284
72.65 EUR
Common Stock
Purchase
358
72.7 EUR
Common Stock
Purchase
800
72.7 EUR
Common Stock
Purchase
293
72.75 EUR
Common Stock
Purchase
350
72.75 EUR
Common Stock
Purchase
98
72.8 EUR
Common Stock
Purchase
544
72.8 EUR
Common Stock
Purchase
230
72.85 EUR
Common Stock
Purchase
1,342
72.85 EUR
Common Stock
Purchase
224
72.9 EUR
Common Stock
Purchase
878
72.9 EUR
Common Stock
Purchase
99
72.95 EUR
Common Stock
Purchase
2,340
72.95 EUR
Common Stock
Purchase
68
73 EUR
Common Stock
Purchase
3,200
73 EUR
Common Stock
Purchase
111
73.05 EUR
Common Stock
Purchase
888
73.05 EUR
Common Stock
Purchase
285
73.1 EUR
Common Stock
Purchase
3,180
73.1 EUR
Common Stock
Purchase
274
73.15 EUR
Common Stock
Purchase
1,871
73.15 EUR
Common Stock
Purchase
213
73.2 EUR
Common Stock
Purchase
521
73.2 EUR
Common Stock
Purchase
29
73.225 EUR
Common Stock
Purchase
216
73.25 EUR
Common Stock
Purchase
987
73.25 EUR
Common Stock
Purchase
66
73.3 EUR
Common Stock
Purchase
1,268
73.3 EUR
Common Stock
Purchase
215
73.4 EUR
Common Stock
Purchase
144
73.45 EUR
Common Stock
Purchase
209
73.5 EUR
Common Stock
Purchase
13
73.6 EUR
Common Stock
Sale
-380
72.55 EUR
Common Stock
Sale
-188
72.55 EUR
Common Stock
Sale
-335
72.6 EUR
Common Stock
Sale
-684
72.65 EUR
Common Stock
Sale
-197
72.65 EUR
Common Stock
Sale
-844
72.7 EUR
Common Stock
Sale
-474
72.7 EUR
Common Stock
Sale
-27
72.725 EUR
Common Stock
Sale
-1,410
72.75 EUR
Common Stock
Sale
-364
72.75 EUR
Common Stock
Sale
-1,574
72.8 EUR
Common Stock
Sale
-500
72.8 EUR
Common Stock
Sale
-385
72.8 EUR
Common Stock
Sale
-354
72.8 EUR
Common Stock
Sale
-978
72.85 EUR
Common Stock
Sale
-106
72.85 EUR
Common Stock
Sale
-2,799
72.9 EUR
Common Stock
Sale
-92
72.9 EUR
Common Stock
Sale
-1,457
72.95 EUR
Common Stock
Sale
-227
72.95 EUR
Common Stock
Sale
-58
72.998707 EUR
Common Stock
Sale
-7,309
72.999316 EUR
Common Stock
Sale
-3,507
72.999344 EUR
Common Stock
Sale
-888
72.999859 EUR
Common Stock
Sale
-1,787
72.99986 EUR
Common Stock
Sale
-829
73 EUR
Common Stock
Sale
-17
73 EUR
Common Stock
Sale
-793
73.05 EUR
Common Stock
Sale
-118
73.05 EUR
Common Stock
Sale
-1,053
73.050522 EUR
Common Stock
Sale
-4,253
73.053392 EUR
Common Stock
Sale
-2,329
73.053939 EUR
Common Stock
Sale
-9,191
73.05411 EUR
Common Stock
Sale
-142
73.06919 EUR
Common Stock
Sale
-937
73.1 EUR
Common Stock
Sale
-297
73.1 EUR
Common Stock
Sale
-15
73.103333 EUR
Common Stock
Sale
-1,475
73.15 EUR
Common Stock
Sale
-631
73.15 EUR
Common Stock
Sale
-4
73.1625 EUR
Common Stock
Sale
-1,454
73.2 EUR
Common Stock
Sale
-315
73.2 EUR
Common Stock
Sale
-3,200
73.25 EUR
Common Stock
Sale
-2,013
73.25 EUR
Common Stock
Sale
-787
73.25 EUR
Common Stock
Sale
-313
73.25 EUR
Common Stock
Sale
-2,034
73.3 EUR
Common Stock
Sale
-86
73.3 EUR
Common Stock
Sale
-48
73.314583 EUR
Common Stock
Sale
-40
73.3175 EUR
Common Stock
Sale
-38
73.325 EUR
Common Stock
Sale
-6
73.325 EUR
Common Stock
Sale
-1,144
73.35 EUR
Common Stock
Sale
-145
73.35069 EUR
Common Stock
Sale
-35
73.375 EUR
Common Stock
Sale
-51
73.4 EUR
Common Stock
Sale
-49
73.4 EUR
Common Stock
Sale
-12
73.4 EUR
Common Stock
Sale
-82
73.5 EUR
Common Stock
Sale
-179
73.6 EUR
Common Stock
Sale
-78
73.65 EUR
Common Stock
Sale
-41
73.65 EUR
Common Stock
Sale
-350
73.7 EUR
Common Stock
Sale
-146
73.75 EUR
Common Stock
Sale
-185
73.8 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
Opening long position
12,085
73.123872 EUR
Common Stock
CFD
Reducing long position
-89
72.723596 EUR
Common Stock
CFD
Reducing long position
-378
72.9 EUR
Common Stock
CFD
Reducing long position
-2,151
72.901434 EUR
Common Stock
CFD
Reducing long position
-462
72.996104 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
72 EUR
American
18/10/2019
1.71 EUR
Common
Put Option
Purchasing
-300
70 EUR
American
15/11/2019
2 EUR
Common
Call Option
Purchasing
100
76 EUR
American
15/11/2019
2.1 EUR
Common
Put Option
Purchasing
-300
70 EUR
American
15/11/2019
2.1 EUR
Common
Call Option
Purchasing
400
72 EUR
American
15/11/2019
4.2 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:
30 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
-600
70 EUR
American
15/11/2019
Common
Put Option
Purchased
-1100
70 EUR
American
18/10/2019
Common
Call Option
Written
-200
74 EUR
American
15/11/2019
Common
Put Option
Written
200
74 EUR
American
15/11/2019
Common
Call Option
Purchased
200
64 EUR
American
15/11/2019
Common
Put Option
Purchased
-300
64 EUR
American
15/11/2019
Common
Call Option
Purchased
100
78 EUR
American
15/11/2019
Common
Call Option
Written
-400
90 EUR
American
15/11/2019
Common
Call Option
Written
-400
86 EUR
American
15/11/2019
Common
Put Option
Purchased
-100
86 EUR
American
15/11/2019
Common
Call Option
Purchased
400
72 EUR
American
15/11/2019
Common
Put Option
Purchased
-100
88 EUR
American
15/11/2019
Common
Call Option
Written
-900
76 EUR
American
15/11/2019
Common
Call Option
Purchased
100
92 EUR
American
15/11/2019
Common
Put Option
Purchased
-2300
84 EUR
American
15/11/2019
Common
Put Option
Purchased
-1600
68 EUR
American
15/11/2019
Common
Call Option
Purchased
3300
80 EUR
American
15/11/2019
Common
Put Option
Purchased
-1600
80 EUR
American
15/11/2019
Common
Put Option
Purchased
-600
72 EUR
American
15/11/2019
Common
Call Option
Written
-100
88 EUR
American
15/11/2019
Common
Put Option
Purchased
-100
82 EUR
American
15/11/2019
Common
Put Option
Purchased
-200
76 EUR
American
15/11/2019
Common
Call Option
Purchased
1100
96 EUR
American
15/11/2019
Common
Put Option
Purchased
-500
74 EUR
American
18/10/2019
Common
Call Option
Written
-500
90 EUR
American
18/10/2019
Common
Call Option
Written
-100
94 EUR
American
18/10/2019
Common
Put Option
Purchased
-100
100 EUR
American
18/10/2019
Common
Call Option
Purchased
1800
64 EUR
American
18/10/2019
Common
Call Option
Written
-2400
86 EUR
American
18/10/2019
Common
Put Option
Purchased
-2500
86 EUR
American
18/10/2019
Common
Call Option
Written
-200
96 EUR
American
18/10/2019
Common
Put Option
Written
600
76 EUR
American
18/10/2019
Common
Call Option
Written
-100
72 EUR
American
18/10/2019
Common
Call Option
Purchased
1000
76 EUR
American
18/10/2019
Common
Call Option
Written
-100
84 EUR
American
18/10/2019
Common
Put Option
Purchased
-1200
82 EUR
American
18/10/2019
Common
Call Option
Purchased
100
82 EUR
American
18/10/2019
Common
Call Option
Written
-200
92 EUR
American
18/10/2019
Common
Call Option
Written
-1300
80 EUR
American
18/10/2019
Common
Put Option
Purchased
-1000
68 EUR
American
18/10/2019
Common
Call Option
Written
-1400
88 EUR
American
18/10/2019
Common
Call Option
Written
-900
78 EUR
American
18/10/2019
Common
Put Option
Purchased
-600
84 EUR
American
18/10/2019
Common
Put Option
Purchased
-1600
80 EUR
American
18/10/2019
Common
Put Option
Purchased
-1300
72 EUR
American
18/10/2019
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.ENDRETURVKRKBAKORR
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