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
14 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:
40,129
0.07
664,255
1.09
(2) Cash-settled derivatives:
49,613
0.08
40,609
0.07
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
11,300
0.02
58,500
0.10
TOTAL:
101,042
0.17
763,364
1.25
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
120
71.05 EUR
Common Stock
Purchase
222
71.15 EUR
Common Stock
Purchase
4
71.2 EUR
Common Stock
Purchase
278
71.2 EUR
Common Stock
Purchase
48
71.25 EUR
Common Stock
Purchase
107
71.25 EUR
Common Stock
Purchase
270
71.3 EUR
Common Stock
Purchase
74
71.325 EUR
Common Stock
Purchase
264
71.35 EUR
Common Stock
Purchase
795
71.35 EUR
Common Stock
Purchase
977
71.4 EUR
Common Stock
Purchase
2,730
71.45 EUR
Common Stock
Purchase
371
71.5 EUR
Common Stock
Purchase
27
71.55 EUR
Common Stock
Purchase
1,005
71.55 EUR
Common Stock
Purchase
988
71.6 EUR
Common Stock
Purchase
17
71.65 EUR
Common Stock
Purchase
30
71.75 EUR
Common Stock
Purchase
261
71.8 EUR
Common Stock
Purchase
473
71.85 EUR
Common Stock
Purchase
862
71.9 EUR
Common Stock
Purchase
2,745
71.95 EUR
Common Stock
Purchase
3,796
72 EUR
Common Stock
Purchase
139
72.05 EUR
Common Stock
Purchase
1,529
72.05 EUR
Common Stock
Purchase
179
72.1 EUR
Common Stock
Purchase
1,546
72.1 EUR
Common Stock
Purchase
152
72.15 EUR
Common Stock
Purchase
1,263
72.15 EUR
Common Stock
Purchase
666
72.2 EUR
Common Stock
Purchase
50
72.25 EUR
Common Stock
Purchase
875
72.25 EUR
Common Stock
Purchase
123
72.3 EUR
Common Stock
Purchase
465
72.3 EUR
Common Stock
Purchase
612
72.35 EUR
Common Stock
Purchase
165
72.4 EUR
Common Stock
Purchase
1,162
72.4 EUR
Common Stock
Purchase
66
72.45 EUR
Common Stock
Purchase
204
72.45 EUR
Common Stock
Purchase
445
72.5 EUR
Common Stock
Purchase
69
72.55 EUR
Common Stock
Purchase
154
72.55 EUR
Common Stock
Purchase
4,430
72.55 EUR
Common Stock
Purchase
19,218
72.55 EUR
Common Stock
Purchase
130
72.65 EUR
Common Stock
Purchase
21
72.7 EUR
Common Stock
Purchase
467
72.7 EUR
Common Stock
Purchase
74
72.75 EUR
Common Stock
Sale
-36
71.05 EUR
Common Stock
Sale
-190
71.1 EUR
Common Stock
Sale
-13
71.15 EUR
Common Stock
Sale
-79
71.25 EUR
Common Stock
Sale
-20
71.3 EUR
Common Stock
Sale
-399
71.35 EUR
Common Stock
Sale
-360
71.4 EUR
Common Stock
Sale
-630
71.45 EUR
Common Stock
Sale
-464
71.5 EUR
Common Stock
Sale
-404
71.5 EUR
Common Stock
Sale
-153
71.55 EUR
Common Stock
Sale
-234
71.6 EUR
Common Stock
Sale
-234
71.7 EUR
Common Stock
Sale
-106
71.75 EUR
Common Stock
Sale
-391
71.8 EUR
Common Stock
Sale
-480
71.85 EUR
Common Stock
Sale
-946
71.9 EUR
Common Stock
Sale
-2,161
71.95 EUR
Common Stock
Sale
-1,728
72 EUR
Common Stock
Sale
-1,198
72.05 EUR
Common Stock
Sale
-836
72.1 EUR
Common Stock
Sale
-1
72.1 EUR
Common Stock
Sale
-269
72.15 EUR
Common Stock
Sale
-664
72.2 EUR
Common Stock
Sale
-285
72.25 EUR
Common Stock
Sale
-20
72.25 EUR
Common Stock
Sale
-372
72.3 EUR
Common Stock
Sale
-178
72.35 EUR
Common Stock
Sale
-31
72.35 EUR
Common Stock
Sale
-140
72.4 EUR
Common Stock
Sale
-75
72.4 EUR
Common Stock
Sale
-329
72.45 EUR
Common Stock
Sale
-2
72.45 EUR
Common Stock
Sale
-128
72.5 EUR
Common Stock
Sale
-154
72.55 EUR
Common Stock
Sale
-697
72.6 EUR
Common Stock
Sale
-66
72.6 EUR
Common Stock
Sale
-568
72.65 EUR
Common Stock
Sale
-100
72.675 EUR
Common Stock
Sale
-70
72.75 EUR
Common Stock
Sale
-14
72.75 EUR
Common Stock
Sale
-7
72.8 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
Closing long position
-25,536
72.55 EUR
Common Stock
CFD
Increasing long position
164
72.15061 EUR
Common Stock
CFD
Increasing long position
25,536
72.55 EUR
Common Stock
CFD
Increasing short position
-19,218
72.55 EUR
Common Stock
CFD
Increasing short position
-4,430
72.55 EUR
Common Stock
CFD
Opening long position
3,434
72.159137 EUR
Common Stock
CFD
Opening long position
2,172
72.575066 EUR
Common Stock
CFD
Reducing long position
-230
71.398261 EUR
Common Stock
CFD
Reducing long position
-2,772
71.6068 EUR
Common Stock
CFD
Reducing long position
-438
71.868836 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
-1,000
68 EUR
American
15/11/2019
0.77 EUR
Common
Put Option
Purchasing
-100
68 EUR
American
15/11/2019
1.02 EUR
Common
Put Option
Purchasing
-1,000
70 EUR
American
15/11/2019
1.31 EUR
Common
Call Option
Purchasing
100
74 EUR
American
15/11/2019
1.32 EUR
Common
Put Option
Purchasing
-500
70 EUR
American
15/11/2019
1.5 EUR
Common
Put Option
Purchasing
-200
72 EUR
American
15/11/2019
2.15 EUR
Common
Call Option
Purchasing
100
72 EUR
American
15/11/2019
2.52 EUR
Common
Put Option
Writing
100
70 EUR
American
18/10/2019
0.26 EUR
Common
Call Option
Writing
-200
80 EUR
American
15/11/2019
0.45 EUR
Common
Put Option
Writing
1,500
72 EUR
American
18/10/2019
0.85 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:
15 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
Purchased
100
70 EUR
American
15/11/2019
Common
Put Option
Purchased
-5300
70 EUR
American
15/11/2019
Common
Call Option
Written
-1800
70 EUR
American
18/10/2019
Common
Put Option
Purchased
-400
70 EUR
American
18/10/2019
Common
Call Option
Purchased
100
74 EUR
American
15/11/2019
Common
Put Option
Written
200
74 EUR
American
15/11/2019
Common
Call Option
Written
-100
64 EUR
American
15/11/2019
Common
Put Option
Purchased
-5900
64 EUR
American
15/11/2019
Common
Call Option
Purchased
300
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
1800
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
-3600
68 EUR
American
15/11/2019
Common
Call Option
Purchased
3400
80 EUR
American
15/11/2019
Common
Put Option
Purchased
-1700
80 EUR
American
15/11/2019
Common
Put Option
Purchased
-1300
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
-8600
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
-9300
72 EUR
American
18/10/2019
Common
Call Option
Written
-1700
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
1500
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
Written
200
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.ENDRETUVVKRKWARARA
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