REG - Citadel Group Just Eat Plc Takeaway.com N.V. - Form 8.3 - Takeaway.com N.V.
RNS Number : 0781QCitadel Group16 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
15 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:
41,314
0.07
664,778
1.09
(2) Cash-settled derivatives:
52,187
0.09
40,609
0.07
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
12,600
0.02
64,500
0.11
TOTAL:
106,101
0.17
769,887
1.26
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
415
71.55 EUR
Common Stock
Purchase
66
71.6 EUR
Common Stock
Purchase
267
71.6 EUR
Common Stock
Purchase
541
71.65 EUR
Common Stock
Purchase
320
71.7 EUR
Common Stock
Purchase
63
71.75 EUR
Common Stock
Purchase
871
71.75 EUR
Common Stock
Purchase
893
71.8 EUR
Common Stock
Purchase
902
71.85 EUR
Common Stock
Purchase
683
71.9 EUR
Common Stock
Purchase
605
71.95 EUR
Common Stock
Purchase
107
72 EUR
Common Stock
Purchase
436
72.05 EUR
Common Stock
Purchase
112
72.1 EUR
Common Stock
Purchase
129
72.15 EUR
Common Stock
Purchase
126
72.2 EUR
Common Stock
Purchase
389
72.2 EUR
Common Stock
Purchase
72
72.25 EUR
Common Stock
Purchase
889
72.25 EUR
Common Stock
Purchase
782
72.3 EUR
Common Stock
Purchase
413
72.35 EUR
Common Stock
Purchase
65
72.4 EUR
Common Stock
Purchase
18
72.45 EUR
Common Stock
Purchase
166
72.45 EUR
Common Stock
Purchase
388
72.5 EUR
Common Stock
Purchase
1,308
72.55 EUR
Common Stock
Purchase
806
72.6 EUR
Common Stock
Purchase
1,396
72.65 EUR
Common Stock
Purchase
1,102
72.7 EUR
Common Stock
Purchase
324
72.75 EUR
Common Stock
Purchase
645
72.8 EUR
Common Stock
Purchase
216
72.85 EUR
Common Stock
Purchase
411
72.9 EUR
Common Stock
Purchase
553
72.95 EUR
Common Stock
Purchase
98
73 EUR
Common Stock
Purchase
637
73 EUR
Common Stock
Purchase
131
73.05 EUR
Common Stock
Purchase
247
73.05 EUR
Common Stock
Purchase
48
73.1 EUR
Common Stock
Purchase
217
73.1 EUR
Common Stock
Purchase
440
73.15 EUR
Common Stock
Purchase
214
73.2 EUR
Common Stock
Purchase
218
73.25 EUR
Common Stock
Purchase
2,326
73.25 EUR
Common Stock
Purchase
79
73.3 EUR
Common Stock
Purchase
3,357
73.3 EUR
Common Stock
Purchase
196
73.35 EUR
Common Stock
Purchase
2,810
73.35 EUR
Common Stock
Purchase
150
73.4 EUR
Common Stock
Purchase
524
73.4 EUR
Common Stock
Purchase
640
73.45 EUR
Common Stock
Purchase
14
73.5 EUR
Common Stock
Purchase
642
73.5 EUR
Common Stock
Purchase
83
73.55 EUR
Common Stock
Purchase
1,077
73.55 EUR
Common Stock
Purchase
371
73.65 EUR
Common Stock
Purchase
81
73.7 EUR
Common Stock
Sale
-116
71.6 EUR
Common Stock
Sale
-87
71.65 EUR
Common Stock
Sale
-60
71.75 EUR
Common Stock
Sale
-13
71.75 EUR
Common Stock
Sale
-138
71.8 EUR
Common Stock
Sale
-124
71.8 EUR
Common Stock
Sale
-37
71.85 EUR
Common Stock
Sale
-166
71.9 EUR
Common Stock
Sale
-154
71.95 EUR
Common Stock
Sale
-93
71.95 EUR
Common Stock
Sale
-1,066
72 EUR
Common Stock
Sale
-37
72 EUR
Common Stock
Sale
-6
72.025 EUR
Common Stock
Sale
-334
72.05 EUR
Common Stock
Sale
-63
72.1 EUR
Common Stock
Sale
-716
72.15 EUR
Common Stock
Sale
-40
72.15 EUR
Common Stock
Sale
-906
72.2 EUR
Common Stock
Sale
-45
72.2 EUR
Common Stock
Sale
-62
72.225 EUR
Common Stock
Sale
-2,342
72.25 EUR
Common Stock
Sale
-3
72.25 EUR
Common Stock
Sale
-82
72.275 EUR
Common Stock
Sale
-945
72.3 EUR
Common Stock
Sale
-77
72.3 EUR
Common Stock
Sale
-1,330
72.35 EUR
Common Stock
Sale
-82
72.35 EUR
Common Stock
Sale
-1,436
72.4 EUR
Common Stock
Sale
-161
72.4 EUR
Common Stock
Sale
-147
72.425 EUR
Common Stock
Sale
-645
72.45 EUR
Common Stock
Sale
-1,235
72.5 EUR
Common Stock
Sale
-84
72.5 EUR
Common Stock
Sale
-698
72.55 EUR
Common Stock
Sale
-16
72.55 EUR
Common Stock
Sale
-442
72.6 EUR
Common Stock
Sale
-200
72.6 EUR
Common Stock
Sale
-466
72.65 EUR
Common Stock
Sale
-583
72.7 EUR
Common Stock
Sale
-58
72.7 EUR
Common Stock
Sale
-1,198
72.75 EUR
Common Stock
Sale
-96
72.75 EUR
Common Stock
Sale
-524
72.8 EUR
Common Stock
Sale
-312
72.85 EUR
Common Stock
Sale
-102
72.85 EUR
Common Stock
Sale
-100
72.9 EUR
Common Stock
Sale
-8
73 EUR
Common Stock
Sale
-496
73.05 EUR
Common Stock
Sale
-338
73.075 EUR
Common Stock
Sale
-572
73.1 EUR
Common Stock
Sale
-132
73.1 EUR
Common Stock
Sale
-102
73.125 EUR
Common Stock
Sale
-714
73.15 EUR
Common Stock
Sale
-225
73.175 EUR
Common Stock
Sale
-967
73.2 EUR
Common Stock
Sale
-299
73.225 EUR
Common Stock
Sale
-1,028
73.25 EUR
Common Stock
Sale
-621
73.25 EUR
Common Stock
Sale
-294
73.275 EUR
Common Stock
Sale
-832
73.3 EUR
Common Stock
Sale
-221
73.325 EUR
Common Stock
Sale
-1,202
73.35 EUR
Common Stock
Sale
-500
73.35 EUR
Common Stock
Sale
-235
73.375 EUR
Common Stock
Sale
-927
73.4 EUR
Common Stock
Sale
-424
73.4 EUR
Common Stock
Sale
-568
73.45 EUR
Common Stock
Sale
-298
73.475 EUR
Common Stock
Sale
-269
73.5 EUR
Common Stock
Sale
-133
73.525 EUR
Common Stock
Sale
-583
73.55 EUR
Common Stock
Sale
-144
73.575 EUR
Common Stock
Sale
-230
73.6 EUR
Common Stock
Sale
-165
73.625 EUR
Common Stock
Sale
-163
73.7 EUR
Common Stock
Sale
-100
73.75 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
2,124
72.391928 EUR
Common Stock
CFD
Increasing long position
70
72.815018 EUR
Common Stock
CFD
Increasing long position
2,251
73.146513 EUR
Common Stock
CFD
Increasing long position
57
73.25 EUR
Common Stock
CFD
Opening long position
769
72.815018 EUR
Common Stock
CFD
Reducing long position
-1,561
72.001153 EUR
Common Stock
CFD
Reducing long position
-503
72.477535 EUR
Common Stock
CFD
Reducing long position
-633
73.491627 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
70 EUR
American
18/10/2019
0.27 EUR
Common
Call Option
Purchasing
200
78 EUR
American
15/11/2019
0.48 EUR
Common
Call Option
Purchasing
100
74 EUR
American
18/10/2019
0.5 EUR
Common
Put Option
Purchasing
-1,000
72 EUR
American
18/10/2019
0.55 EUR
Common
Put Option
Purchasing
-100
68 EUR
American
15/11/2019
0.6 EUR
Common
Call Option
Purchasing
1,000
78 EUR
American
15/11/2019
0.66 EUR
Common
Call Option
Purchasing
100
76 EUR
American
15/11/2019
0.98 EUR
Common
Call Option
Purchasing
100
72 EUR
American
18/10/2019
1.2 EUR
Common
Put Option
Purchasing
-200
70 EUR
American
15/11/2019
1.45 EUR
Common
Put Option
Purchasing
-700
72 EUR
American
15/11/2019
2.15 EUR
Common
Put Option
Purchasing
-1,500
72 EUR
American
15/11/2019
2.2 EUR
Common
Put Option
Purchasing
-100
72 EUR
American
15/11/2019
2.27 EUR
Common
Call Option
Purchasing
200
72 EUR
American
15/11/2019
2.62 EUR
Common
Put Option
Purchasing
-1,000
76 EUR
American
15/11/2019
3.86 EUR
Common
Put Option
Purchasing
-1,000
76 EUR
American
15/11/2019
3.97 EUR
Common
Call Option
Purchasing
100
70 EUR
American
15/11/2019
4.6 EUR
Common
Put Option
Writing
100
74 EUR
American
18/10/2019
1.24 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:
16 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
200
70 EUR
American
15/11/2019
Common
Put Option
Purchased
-5500
70 EUR
American
15/11/2019
Common
Call Option
Written
-1800
70 EUR
American
18/10/2019
Common
Put Option
Purchased
-1400
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
1500
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
2000
72 EUR
American
15/11/2019
Common
Put Option
Purchased
-100
88 EUR
American
15/11/2019
Common
Call Option
Written
-800
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
-3700
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
-3600
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
-2200
76 EUR
American
15/11/2019
Common
Call Option
Purchased
1100
96 EUR
American
15/11/2019
Common
Call Option
Written
-8500
74 EUR
American
18/10/2019
Common
Put Option
Purchased
-300
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
-9200
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
Purchased
-800
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.ENDRETUNSKRKUARARA
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