REG - Citadel Group Just Eat Plc Takeaway.com N.V. - Form 8.3 - Takeaway.com N.V.
RNS Number : 4825PCitadel Group10 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
09 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:
26,576
0.04
688,841
1.13
(2) Cash-settled derivatives:
4,716
0.01
14,143
0.02
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
9,300
0.02
32,600
0.05
TOTAL:
40,592
0.07
735,584
1.20
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
165
69.95 EUR
Common Stock
Purchase
491
70 EUR
Common Stock
Purchase
1,152
70.05 EUR
Common Stock
Purchase
885
70.1 EUR
Common Stock
Purchase
688
70.15 EUR
Common Stock
Purchase
787
70.2 EUR
Common Stock
Purchase
11
70.225 EUR
Common Stock
Purchase
525
70.25 EUR
Common Stock
Purchase
1,146
70.3 EUR
Common Stock
Purchase
1,551
70.35 EUR
Common Stock
Purchase
1,014
70.4 EUR
Common Stock
Purchase
1,413
70.45 EUR
Common Stock
Purchase
4,821
70.5 EUR
Common Stock
Purchase
38,188
70.514944 EUR
Common Stock
Purchase
2,343
70.55 EUR
Common Stock
Purchase
711
70.6 EUR
Common Stock
Purchase
1,009
70.65 EUR
Common Stock
Purchase
11
70.675 EUR
Common Stock
Purchase
795
70.7 EUR
Common Stock
Purchase
11
70.725 EUR
Common Stock
Purchase
952
70.75 EUR
Common Stock
Purchase
80
70.8 EUR
Common Stock
Purchase
1,609
70.85 EUR
Common Stock
Purchase
112
70.875 EUR
Common Stock
Purchase
965
70.9 EUR
Common Stock
Purchase
354
70.925 EUR
Common Stock
Purchase
367
70.95 EUR
Common Stock
Purchase
592
71 EUR
Common Stock
Purchase
712
71.05 EUR
Common Stock
Purchase
102
71.075 EUR
Common Stock
Purchase
485
71.1 EUR
Common Stock
Purchase
235
71.125 EUR
Common Stock
Purchase
246
71.15 EUR
Common Stock
Purchase
392
71.2 EUR
Common Stock
Purchase
63
71.25 EUR
Common Stock
Purchase
890
71.3 EUR
Common Stock
Purchase
140
71.35 EUR
Common Stock
Purchase
247
71.4 EUR
Common Stock
Purchase
167
71.45 EUR
Common Stock
Purchase
2,161
71.5 EUR
Common Stock
Purchase
582
71.6 EUR
Common Stock
Purchase
2,126
71.6 EUR
Common Stock
Purchase
679
71.65 EUR
Common Stock
Purchase
126
71.7 EUR
Common Stock
Purchase
97
71.75 EUR
Common Stock
Purchase
175
71.75 EUR
Common Stock
Purchase
36
71.8 EUR
Common Stock
Purchase
564
71.85 EUR
Common Stock
Purchase
248
71.95 EUR
Common Stock
Purchase
110
72.05 EUR
Common Stock
Purchase
590
72.1 EUR
Common Stock
Purchase
114
72.2 EUR
Common Stock
Sale
-75
70.05 EUR
Common Stock
Sale
-222
70.1 EUR
Common Stock
Sale
-82
70.15 EUR
Common Stock
Sale
-465
70.2 EUR
Common Stock
Sale
-501
70.25 EUR
Common Stock
Sale
-483
70.3 EUR
Common Stock
Sale
-1,785
70.35 EUR
Common Stock
Sale
-469
70.4 EUR
Common Stock
Sale
-870
70.45 EUR
Common Stock
Sale
-2,256
70.5 EUR
Common Stock
Sale
-1,228
70.55 EUR
Common Stock
Sale
-1,494
70.6 EUR
Common Stock
Sale
-1,704
70.65 EUR
Common Stock
Sale
-1,689
70.7 EUR
Common Stock
Sale
-2,222
70.75 EUR
Common Stock
Sale
-1,564
70.8 EUR
Common Stock
Sale
-587
70.85 EUR
Common Stock
Sale
-219
70.9 EUR
Common Stock
Sale
-275
70.95 EUR
Common Stock
Sale
-479
71 EUR
Common Stock
Sale
-466
71.05 EUR
Common Stock
Sale
-188
71.1 EUR
Common Stock
Sale
-981
71.15 EUR
Common Stock
Sale
-459
71.2 EUR
Common Stock
Sale
-8
71.225 EUR
Common Stock
Sale
-1,835
71.25 EUR
Common Stock
Sale
-1,275
71.3 EUR
Common Stock
Sale
-12
71.4 EUR
Common Stock
Sale
-260
71.5 EUR
Common Stock
Sale
-57
71.55 EUR
Common Stock
Sale
-50
71.65 EUR
Common Stock
Sale
-26
71.7 EUR
Common Stock
Sale
-84
71.75 EUR
Common Stock
Sale
-35
71.8 EUR
Common Stock
Sale
-110
71.85 EUR
Common Stock
Sale
-177
71.9 EUR
Common Stock
Sale
-130
71.95 EUR
Common Stock
Sale
-810
72 EUR
Common Stock
Sale
-514
72.05 EUR
Common Stock
Sale
-346
72.1 EUR
Common Stock
Sale
-210
72.15 EUR
Common Stock
Sale
-53
72.2 EUR
Common Stock
Sale
-146
72.25 EUR
Common Stock
Sale
-6
72.3 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
22,144
70.999417 EUR
Common Stock
CFD
Closing short position/Opening long position
608
71.35 EUR
Common Stock
CFD
Closing short position/Opening long position
13,472
71.912864 EUR
Common Stock
CFD
Increasing long position
4,665
70.999417 EUR
Common Stock
CFD
Increasing short position/ Reducing long position
-11,510
70.423749 EUR
Common Stock
CFD
Opening/Closing a position
-1,944
70.610095 EUR
Common Stock
CFD
Opening/Closing a position
570
70.999417 EUR
Common Stock
CFD
Opening/Closing a position
-307
71.35 EUR
Common Stock
CFD
Opening/Closing a position
1,681
71.775967 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
18/10/2019
0.33 EUR
Common
Put Option
Purchasing
-100
64 EUR
American
15/11/2019
0.54 EUR
Common
Put Option
Purchasing
-600
68 EUR
American
15/11/2019
1.38 EUR
Common
Put Option
Purchasing
-100
68 EUR
American
15/11/2019
1.4 EUR
Common
Put Option
Purchasing
-100
70 EUR
American
15/11/2019
1.7 EUR
Common
Put Option
Purchasing
-400
70 EUR
American
15/11/2019
2.25 EUR
Common
Call Option
Writing
-1,000
76 EUR
American
18/10/2019
0.3 EUR
Common
Call Option
Writing
-100
78 EUR
American
15/11/2019
0.59 EUR
Common
Call Option
Writing
-100
72 EUR
American
18/10/2019
0.6 EUR
Common
Put Option
Writing
100
70 EUR
American
18/10/2019
0.9 EUR
Common
Put Option
Writing
100
70 EUR
American
18/10/2019
1.25 EUR
Common
Put Option
Writing
100
72 EUR
American
18/10/2019
2.25 EUR
Common
Call Option
Writing
-1,000
70 EUR
American
15/11/2019
2.65 EUR
Common
Put Option
Writing
200
72 EUR
American
15/11/2019
3.28 EUR
Common
Call Option
Writing
-500
64 EUR
American
15/11/2019
7.75 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:
10 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
Call Option
Written
-1000
70 EUR
American
15/11/2019
Common
Put Option
Purchased
-2600
70 EUR
American
15/11/2019
Common
Call Option
Written
-300
70 EUR
American
18/10/2019
Common
Put Option
Purchased
-600
70 EUR
American
18/10/2019
Common
Put Option
Written
200
74 EUR
American
15/11/2019
Common
Call Option
Written
-300
64 EUR
American
15/11/2019
Common
Put Option
Purchased
-700
64 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
-2500
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
-900
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
-600
72 EUR
American
18/10/2019
Common
Call Option
Written
-1000
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
Written
800
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.ENDRETURUKRKRARARA
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