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 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
10 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:
26,459
0.04
688,921
1.13
(2) Cash-settled derivatives:
17,821
0.03
14,143
0.02
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
10,000
0.02
43,300
0.07
TOTAL:
54,280
0.09
746,364
1.22
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
229
69.25 EUR
Common Stock
Purchase
115
69.3 EUR
Common Stock
Purchase
1,031
69.3 EUR
Common Stock
Purchase
141
69.35 EUR
Common Stock
Purchase
1,706
69.35 EUR
Common Stock
Purchase
129
69.4 EUR
Common Stock
Purchase
1,278
69.4 EUR
Common Stock
Purchase
124
69.45 EUR
Common Stock
Purchase
932
69.45 EUR
Common Stock
Purchase
121
69.5 EUR
Common Stock
Purchase
518
69.5 EUR
Common Stock
Purchase
338
69.55 EUR
Common Stock
Purchase
176
69.6 EUR
Common Stock
Purchase
1,245
69.6 EUR
Common Stock
Purchase
2,141
69.65 EUR
Common Stock
Purchase
295
69.7 EUR
Common Stock
Purchase
3,115
69.7 EUR
Common Stock
Purchase
113
69.75 EUR
Common Stock
Purchase
1,490
69.75 EUR
Common Stock
Purchase
19
69.8 EUR
Common Stock
Purchase
2,460
69.8 EUR
Common Stock
Purchase
276
69.85 EUR
Common Stock
Purchase
979
69.85 EUR
Common Stock
Purchase
156
69.9 EUR
Common Stock
Purchase
1,194
69.9 EUR
Common Stock
Purchase
79
69.925 EUR
Common Stock
Purchase
590
69.95 EUR
Common Stock
Purchase
729
69.95 EUR
Common Stock
Purchase
198
70 EUR
Common Stock
Purchase
256
70 EUR
Common Stock
Purchase
10
70.05 EUR
Common Stock
Purchase
511
70.1 EUR
Common Stock
Purchase
882
70.15 EUR
Common Stock
Purchase
401
70.2 EUR
Common Stock
Purchase
1,565
70.2 EUR
Common Stock
Purchase
603
70.2125 EUR
Common Stock
Purchase
404
70.25 EUR
Common Stock
Purchase
1,447
70.25 EUR
Common Stock
Purchase
731
70.3 EUR
Common Stock
Purchase
793
70.3 EUR
Common Stock
Purchase
224
70.35 EUR
Common Stock
Purchase
789
70.35 EUR
Common Stock
Purchase
41
70.4 EUR
Common Stock
Purchase
506
70.4 EUR
Common Stock
Purchase
4
70.45 EUR
Common Stock
Purchase
178
70.45 EUR
Common Stock
Purchase
65
70.5 EUR
Common Stock
Purchase
54
70.55 EUR
Common Stock
Purchase
6
70.6 EUR
Common Stock
Purchase
139
70.65 EUR
Common Stock
Purchase
513
70.7 EUR
Common Stock
Purchase
111
70.75 EUR
Common Stock
Purchase
42
70.8 EUR
Common Stock
Purchase
293
70.8 EUR
Common Stock
Purchase
183
70.85 EUR
Common Stock
Purchase
250
70.9 EUR
Common Stock
Purchase
205
70.95 EUR
Common Stock
Purchase
86
71.2 EUR
Common Stock
Sale
-43
69.25 EUR
Common Stock
Sale
-228
69.3 EUR
Common Stock
Sale
-185
69.3 EUR
Common Stock
Sale
-592
69.325 EUR
Common Stock
Sale
-456
69.35 EUR
Common Stock
Sale
-275
69.35 EUR
Common Stock
Sale
-104
69.375 EUR
Common Stock
Sale
-1,074
69.4 EUR
Common Stock
Sale
-176
69.4 EUR
Common Stock
Sale
-153
69.425 EUR
Common Stock
Sale
-946
69.45 EUR
Common Stock
Sale
-105
69.45 EUR
Common Stock
Sale
-1,122
69.5 EUR
Common Stock
Sale
-52
69.5 EUR
Common Stock
Sale
-1,764
69.55 EUR
Common Stock
Sale
-291
69.55 EUR
Common Stock
Sale
-47
69.575 EUR
Common Stock
Sale
-1,611
69.6 EUR
Common Stock
Sale
-62
69.6 EUR
Common Stock
Sale
-1,319
69.65 EUR
Common Stock
Sale
-314
69.65 EUR
Common Stock
Sale
-65
69.675 EUR
Common Stock
Sale
-809
69.7 EUR
Common Stock
Sale
-897
69.75 EUR
Common Stock
Sale
-34
69.75 EUR
Common Stock
Sale
-3,618
69.8 EUR
Common Stock
Sale
-1,007
69.85 EUR
Common Stock
Sale
-1
69.85 EUR
Common Stock
Sale
-1,386
69.9 EUR
Common Stock
Sale
-231
69.9 EUR
Common Stock
Sale
-1,242
69.95 EUR
Common Stock
Sale
-327
69.95 EUR
Common Stock
Sale
-445
70 EUR
Common Stock
Sale
-270
70 EUR
Common Stock
Sale
-423
70.05 EUR
Common Stock
Sale
-180
70.1 EUR
Common Stock
Sale
-201
70.15 EUR
Common Stock
Sale
-16
70.15 EUR
Common Stock
Sale
-694
70.2 EUR
Common Stock
Sale
-730
70.25 EUR
Common Stock
Sale
-50
70.25 EUR
Common Stock
Sale
-196
70.275 EUR
Common Stock
Sale
-168
70.2875 EUR
Common Stock
Sale
-1,711
70.3 EUR
Common Stock
Sale
-323
70.3 EUR
Common Stock
Sale
-1,762
70.35 EUR
Common Stock
Sale
-1,284
70.35 EUR
Common Stock
Sale
-1,115
70.4 EUR
Common Stock
Sale
-563
70.4 EUR
Common Stock
Sale
-315
70.45 EUR
Common Stock
Sale
-32
70.5 EUR
Common Stock
Sale
-171
70.65 EUR
Common Stock
Sale
-93
70.75 EUR
Common Stock
Sale
-106
70.8 EUR
Common Stock
Sale
-317
70.85 EUR
Common Stock
Sale
-100
70.85 EUR
Common Stock
Sale
-250
70.9 EUR
Common Stock
Sale
-128
70.95 EUR
Common Stock
Sale
-90
70.95 EUR
Common Stock
Sale
-340
71 EUR
Common Stock
Sale
-245
71 EUR
Common Stock
Sale
-17
71.05 EUR
Common Stock
Sale
-43
71.1 EUR
Common Stock
Sale
-146
71.25 EUR
Common Stock
Sale
-200
71.3 EUR
Common Stock
Sale
-89
71.35 EUR
Common Stock
Sale
-35
71.4 EUR
Common Stock
Sale
-22
71.5 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
148
69.946786 EUR
Common Stock
CFD
Increasing long position
235
70.409149 EUR
Common Stock
CFD
Increasing long position
469
70.45 EUR
Common Stock
CFD
Opening long position
12,356
69.931454 EUR
Common Stock
CFD
Opening/Closing a position
829
69.931454 EUR
Common Stock
CFD
Opening/Closing a position
272
69.946786 EUR
Common Stock
CFD
Opening/Closing a position
-983
70.066862 EUR
Common Stock
CFD
Opening/Closing a position
-118
70.4 EUR
Common Stock
CFD
Reducing long position
-103
69.872816 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
-300
64 EUR
American
15/11/2019
0.7 EUR
Common
Call Option
Purchasing
1,000
72 EUR
American
15/11/2019
1.6 EUR
Common
Call Option
Purchasing
900
70 EUR
American
15/11/2019
2.25 EUR
Common
Call Option
Purchasing
100
70 EUR
American
15/11/2019
2.4 EUR
Common
Put Option
Purchasing
-200
70 EUR
American
15/11/2019
2.9 EUR
Common
Put Option
Purchasing
-100
72 EUR
American
15/11/2019
3.9 EUR
Common
Put Option
Purchasing
-100
72 EUR
American
15/11/2019
3.92 EUR
Common
Call Option
Writing
-7,400
72 EUR
American
18/10/2019
0.35 EUR
Common
Call Option
Writing
-200
72 EUR
American
18/10/2019
0.45 EUR
Common
Call Option
Writing
-1,000
76 EUR
American
15/11/2019
0.6 EUR
Common
Call Option
Writing
-100
70 EUR
American
18/10/2019
0.97 EUR
Common
Call Option
Writing
-1,000
70 EUR
American
18/10/2019
1 EUR
Common
Call Option
Writing
-200
70 EUR
American
18/10/2019
1.07 EUR
Common
Call Option
Writing
-100
72 EUR
American
15/11/2019
1.55 EUR
Common
Call Option
Writing
-100
72 EUR
American
15/11/2019
1.75 EUR
Common
Call Option
Writing
-100
70 EUR
American
18/10/2019
1.77 EUR
Common
Call Option
Writing
-100
70 EUR
American
15/11/2019
2.25 EUR
Common
Call Option
Writing
-1,000
70 EUR
American
15/11/2019
2.65 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:
11 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
-1100
70 EUR
American
15/11/2019
Common
Put Option
Purchased
-2800
70 EUR
American
15/11/2019
Common
Call Option
Written
-1700
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
-1000
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
1700
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
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
-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
-8200
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.ENDRETUAAKRKSARARA
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