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 N.V.
(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 October, 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:
24,016
0.04
727,028
1.19
(2) Cash-settled derivatives:
7,054
0.01
38,430
0.06
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
9,300
0.02
28,600
0.05
TOTAL:
40,370
0.07
794,058
1.30
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
52
71.25 EUR
Common Stock
Purchase
180
71.35 EUR
Common Stock
Purchase
322
71.4 EUR
Common Stock
Purchase
516
71.4 EUR
Common Stock
Purchase
158
71.45 EUR
Common Stock
Purchase
1,044
71.45 EUR
Common Stock
Purchase
355
71.5 EUR
Common Stock
Purchase
1,723
71.5 EUR
Common Stock
Purchase
737
71.55 EUR
Common Stock
Purchase
1,507
71.55 EUR
Common Stock
Purchase
360
71.6 EUR
Common Stock
Purchase
1,529
71.6 EUR
Common Stock
Purchase
803
71.65 EUR
Common Stock
Purchase
1,813
71.65 EUR
Common Stock
Purchase
805
71.7 EUR
Common Stock
Purchase
2,247
71.7 EUR
Common Stock
Purchase
612
71.75 EUR
Common Stock
Purchase
3,957
71.75 EUR
Common Stock
Purchase
1,600
71.8 EUR
Common Stock
Purchase
782
71.85 EUR
Common Stock
Purchase
69
71.9 EUR
Common Stock
Purchase
496
71.9 EUR
Common Stock
Purchase
78
71.95 EUR
Common Stock
Purchase
306
71.95 EUR
Common Stock
Purchase
284
71.975 EUR
Common Stock
Purchase
373
72 EUR
Common Stock
Purchase
253
72.05 EUR
Common Stock
Purchase
730
72.05 EUR
Common Stock
Purchase
44
72.1 EUR
Common Stock
Purchase
811
72.1 EUR
Common Stock
Purchase
426
72.15 EUR
Common Stock
Purchase
151
72.2 EUR
Common Stock
Purchase
100
72.3 EUR
Common Stock
Purchase
165
72.3 EUR
Common Stock
Purchase
15
72.35 EUR
Common Stock
Purchase
88
72.35 EUR
Common Stock
Purchase
281
72.4 EUR
Common Stock
Purchase
492
72.45 EUR
Common Stock
Purchase
840
72.5 EUR
Common Stock
Sale
-22
71.35 EUR
Common Stock
Sale
-136
71.4 EUR
Common Stock
Sale
-124
71.4 EUR
Common Stock
Sale
-281
71.45 EUR
Common Stock
Sale
-259
71.45 EUR
Common Stock
Sale
-221
71.475 EUR
Common Stock
Sale
-899
71.5 EUR
Common Stock
Sale
-308
71.5 EUR
Common Stock
Sale
-429
71.55 EUR
Common Stock
Sale
-155
71.55 EUR
Common Stock
Sale
-221
71.575 EUR
Common Stock
Sale
-1,701
71.6 EUR
Common Stock
Sale
-697
71.6 EUR
Common Stock
Sale
-577
71.625 EUR
Common Stock
Sale
-749
71.65 EUR
Common Stock
Sale
-460
71.65 EUR
Common Stock
Sale
-310
71.675 EUR
Common Stock
Sale
-1,377
71.6875 EUR
Common Stock
Sale
-2,012
71.7 EUR
Common Stock
Sale
-312
71.7 EUR
Common Stock
Sale
-783
71.725 EUR
Common Stock
Sale
-1,675
71.75 EUR
Common Stock
Sale
-285
71.75 EUR
Common Stock
Sale
-402
71.8 EUR
Common Stock
Sale
-15
71.8 EUR
Common Stock
Sale
-140
71.825 EUR
Common Stock
Sale
-540
71.85 EUR
Common Stock
Sale
-34
71.85 EUR
Common Stock
Sale
-381
71.9 EUR
Common Stock
Sale
-30
71.9 EUR
Common Stock
Sale
-896
71.95 EUR
Common Stock
Sale
-117
71.95 EUR
Common Stock
Sale
-634
72 EUR
Common Stock
Sale
-141
72 EUR
Common Stock
Sale
-1,184
72.05 EUR
Common Stock
Sale
-75
72.05 EUR
Common Stock
Sale
-230
72.075 EUR
Common Stock
Sale
-36
72.1 EUR
Common Stock
Sale
-25
72.1 EUR
Common Stock
Sale
-144
72.125 EUR
Common Stock
Sale
-358
72.15 EUR
Common Stock
Sale
-174
72.175 EUR
Common Stock
Sale
-238
72.2 EUR
Common Stock
Sale
-74
72.25 EUR
Common Stock
Sale
-42
72.3 EUR
Common Stock
Sale
-351
72.35 EUR
Common Stock
Sale
-1,035
72.4 EUR
Common Stock
Sale
-80
72.4 EUR
Common Stock
Sale
-155
72.425 EUR
Common Stock
Sale
-204
72.45 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
75
71.6 EUR
Common Stock
CFD
Increasing long position
448
71.651004 EUR
Common Stock
CFD
Increasing short position
-5,367
71.82156 EUR
Common Stock
CFD
Opening/Closing a position
-2,313
71.530458 EUR
Common Stock
CFD
Opening/Closing a position
44
71.6 EUR
Common Stock
CFD
Opening/Closing a position
-994
71.82156 EUR
Common Stock
CFD
Opening/Closing a position
3,263
71.830647 EUR
Common Stock
CFD
Reducing long position
-27
71.511111 EUR
Common Stock
CFD
Reducing short position
600
71.71116667 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
-800
70 EUR
American
15/11/2019
2.2 EUR
Common
Call Option
Writing
-200
76 EUR
American
18/10/2019
0.55 EUR
Common
Call Option
Writing
-100
76 EUR
American
18/10/2019
0.6 EUR
Common
Call Option
Writing
-100
74 EUR
American
18/10/2019
1 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:
07 October, 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 N.V
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
-2000
70 EUR
American
15/11/2019
Common
Put Option
Purchased
-1000
70 EUR
American
18/10/2019
Common
Call Option
Written
-100
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
-600
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
800
72 EUR
American
15/11/2019
Common
Put Option
Purchased
-100
88 EUR
American
15/11/2019
Common
Call Option
Written
-1000
84 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
3600
80 EUR
American
15/11/2019
Common
Put Option
Purchased
-1700
80 EUR
American
15/11/2019
Common
Put Option
Purchased
-1000
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
Call Option
Written
-100
74 EUR
American
18/10/2019
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
700
76 EUR
American
18/10/2019
Common
Call Option
Written
-100
84 EUR
American
18/10/2019
Common
Put Option
Purchased
-1000
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
-1200
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
-1400
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.ENDRETUBUARKVARRAA
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