REG - Citadel Group Just Eat Plc Takeaway.com N.V. - Form 8.3 - Takeaway.com N.V.
RNS Number : 2869PCitadel Group09 October 2019
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 NV
(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
08 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:
18,315
0.03
727,708
1.19
(2) Cash-settled derivatives:
0
0.00
38,806
0.06
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
9,700
0.02
29,400
0.05
TOTAL:
28,015
0.05
795,914
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
18
69.75 EUR
Common Stock
Purchase
61
69.75 EUR
Common Stock
Purchase
3
69.8 EUR
Common Stock
Purchase
1,320
69.8 EUR
Common Stock
Purchase
35
69.85 EUR
Common Stock
Purchase
48
69.85 EUR
Common Stock
Purchase
2,702
69.9 EUR
Common Stock
Purchase
155
69.9125 EUR
Common Stock
Purchase
10
69.925 EUR
Common Stock
Purchase
886
69.95 EUR
Common Stock
Purchase
2,747
69.95 EUR
Common Stock
Purchase
1,240
70 EUR
Common Stock
Purchase
1,716
70 EUR
Common Stock
Purchase
11
70.025 EUR
Common Stock
Purchase
458
70.05 EUR
Common Stock
Purchase
2,758
70.05 EUR
Common Stock
Purchase
33
70.075 EUR
Common Stock
Purchase
328
70.1 EUR
Common Stock
Purchase
3,219
70.1 EUR
Common Stock
Purchase
13
70.125 EUR
Common Stock
Purchase
252
70.15 EUR
Common Stock
Purchase
2,806
70.15 EUR
Common Stock
Purchase
624
70.1625 EUR
Common Stock
Purchase
5,485
70.2 EUR
Common Stock
Purchase
232
70.25 EUR
Common Stock
Purchase
528
70.25 EUR
Common Stock
Purchase
400
70.3 EUR
Common Stock
Purchase
848
70.3 EUR
Common Stock
Purchase
97
70.35 EUR
Common Stock
Purchase
536
70.35 EUR
Common Stock
Purchase
250
70.4 EUR
Common Stock
Purchase
266
70.4 EUR
Common Stock
Purchase
62
70.45 EUR
Common Stock
Purchase
768
70.45 EUR
Common Stock
Purchase
292
70.5 EUR
Common Stock
Purchase
806
70.55 EUR
Common Stock
Purchase
136
70.6 EUR
Common Stock
Purchase
604
70.6 EUR
Common Stock
Purchase
194
70.65 EUR
Common Stock
Purchase
229
70.65 EUR
Common Stock
Purchase
195
70.7 EUR
Common Stock
Purchase
252
70.7 EUR
Common Stock
Purchase
1,311
70.75 EUR
Common Stock
Purchase
57
70.8 EUR
Common Stock
Purchase
95
70.85 EUR
Common Stock
Purchase
199
70.9 EUR
Common Stock
Purchase
38
70.95 EUR
Common Stock
Purchase
259
70.95 EUR
Common Stock
Purchase
191
71.05 EUR
Common Stock
Purchase
17
71.125 EUR
Common Stock
Purchase
2,940
71.15 EUR
Common Stock
Purchase
1
71.2 EUR
Common Stock
Purchase
100
71.25 EUR
Common Stock
Purchase
43
71.3 EUR
Common Stock
Purchase
263
71.3 EUR
Common Stock
Purchase
177
71.5 EUR
Common Stock
Purchase
1
71.55 EUR
Common Stock
Purchase
304
71.7 EUR
Common Stock
Purchase
13
71.8 EUR
Common Stock
Purchase
380
71.9 EUR
Common Stock
Purchase
256
72 EUR
Common Stock
Purchase
21
72.05 EUR
Common Stock
Sale
-301
69.75 EUR
Common Stock
Sale
-1,107
69.8 EUR
Common Stock
Sale
-100
69.825 EUR
Common Stock
Sale
-920
69.85 EUR
Common Stock
Sale
-276
69.875 EUR
Common Stock
Sale
-1,643
69.9 EUR
Common Stock
Sale
-191
69.925 EUR
Common Stock
Sale
-5,607
69.95 EUR
Common Stock
Sale
-162
69.95 EUR
Common Stock
Sale
-2,101
70 EUR
Common Stock
Sale
-1,229
70 EUR
Common Stock
Sale
-3,124
70.05 EUR
Common Stock
Sale
-670
70.05 EUR
Common Stock
Sale
-3,708
70.1 EUR
Common Stock
Sale
-2,698
70.15 EUR
Common Stock
Sale
-137
70.15 EUR
Common Stock
Sale
-1,176
70.2 EUR
Common Stock
Sale
-1,394
70.25 EUR
Common Stock
Sale
-300
70.25 EUR
Common Stock
Sale
-862
70.3 EUR
Common Stock
Sale
-248
70.3 EUR
Common Stock
Sale
-1,000
70.35 EUR
Common Stock
Sale
-360
70.35 EUR
Common Stock
Sale
-3,586
70.4 EUR
Common Stock
Sale
-1,279
70.4 EUR
Common Stock
Sale
-751
70.45 EUR
Common Stock
Sale
-588
70.45 EUR
Common Stock
Sale
-189
70.5 EUR
Common Stock
Sale
-169
70.5 EUR
Common Stock
Sale
-248
70.55 EUR
Common Stock
Sale
-195
70.55 EUR
Common Stock
Sale
-622
70.6 EUR
Common Stock
Sale
-465
70.6 EUR
Common Stock
Sale
-556
70.65 EUR
Common Stock
Sale
-182
70.65 EUR
Common Stock
Sale
-449
70.7 EUR
Common Stock
Sale
-120
70.7 EUR
Common Stock
Sale
-270
70.75 EUR
Common Stock
Sale
-185
70.75 EUR
Common Stock
Sale
-64
70.8 EUR
Common Stock
Sale
-903
70.85 EUR
Common Stock
Sale
-61
70.9 EUR
Common Stock
Sale
-75
70.95 EUR
Common Stock
Sale
-9
71 EUR
Common Stock
Sale
-255
71.3 EUR
Common Stock
Sale
-191
71.4 EUR
Common Stock
Sale
-77
71.45 EUR
Common Stock
Sale
-422
71.5 EUR
Common Stock
Sale
-75
71.6 EUR
Common Stock
Sale
-16
71.65 EUR
Common Stock
Sale
-113
71.75 EUR
Common Stock
Sale
-363
71.8 EUR
Common Stock
Sale
-275
71.85 EUR
Common Stock
Sale
-155
71.9 EUR
Common Stock
Sale
-240
71.95 EUR
Common Stock
Sale
-463
72 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 long position/Opening short position
-651
69.95 EUR
Common Stock
CFD
Closing long position/Opening short position
-10,196
70.191521 EUR
Common Stock
CFD
Closing short position
84
70.09761905 EUR
Common Stock
CFD
Increasing long position/ Reducing short position
42
70.145238 EUR
Common Stock
CFD
Increasing short position
-1,538
70.159011 EUR
Common Stock
CFD
Increasing short position
-195
70.42 EUR
Common Stock
CFD
Opening/Closing a position
-2,779
70.159011 EUR
Common Stock
CFD
Opening/Closing a position
2,145
71.058811 EUR
Common Stock
CFD
Opening/Closing a position
634
71.943533 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
68 EUR
American
15/11/2019
1.85 EUR
Common
Put Option
Purchasing
-100
72 EUR
American
15/11/2019
3.9 EUR
Common
Call Option
Writing
-100
76 EUR
American
18/10/2019
0.32 EUR
Common
Call Option
Writing
-100
74 EUR
American
18/10/2019
0.6 EUR
Common
Call Option
Writing
-800
74 EUR
American
18/10/2019
0.65 EUR
Common
Put Option
Writing
300
68 EUR
American
18/10/2019
0.72 EUR
Common
Call Option
Writing
-100
74 EUR
American
18/10/2019
0.75 EUR
Common
Put Option
Writing
200
68 EUR
American
18/10/2019
1 EUR
Common
Call Option
Writing
-100
72 EUR
American
18/10/2019
1.08 EUR
Common
Call Option
Writing
-300
72 EUR
American
18/10/2019
1.1 EUR
Common
Put Option
Writing
100
70 EUR
American
18/10/2019
1.95 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:
09 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 NV
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
-2100
70 EUR
American
15/11/2019
Common
Call Option
Written
-300
70 EUR
American
18/10/2019
Common
Put Option
Purchased
-800
70 EUR
American
18/10/2019
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
900
72 EUR
American
15/11/2019
Common
Put Option
Purchased
-100
88 EUR
American
15/11/2019
Common
Call Option
Purchased
100
76 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
-1800
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
-1100
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
-1200
74 EUR
American
18/10/2019
Common
Put Option
Purchased
-400
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
-500
72 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
Written
900
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.ENDRETUKRKRKRARRRA
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