REG - Citadel Group Just Eat Plc Takeaway.com N.V. - Form 8.3 - Takeaway.com N.V.
RNS Number : 2445QCitadel Group17 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
16 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:
44,522
0.07
664,255
1.09
(2) Cash-settled derivatives:
67,380
0.11
40,609
0.07
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
14,700
0.02
67,600
0.11
TOTAL:
126,602
0.21
772,464
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
70
72.5 EUR
Common Stock
Purchase
491
72.55 EUR
Common Stock
Purchase
539
72.6 EUR
Common Stock
Purchase
161
72.75 EUR
Common Stock
Purchase
450
72.8 EUR
Common Stock
Purchase
30
72.85 EUR
Common Stock
Purchase
244
72.85 EUR
Common Stock
Purchase
37
72.9 EUR
Common Stock
Purchase
535
72.9 EUR
Common Stock
Purchase
41
72.95 EUR
Common Stock
Purchase
874
72.95 EUR
Common Stock
Purchase
73
73 EUR
Common Stock
Purchase
960
73 EUR
Common Stock
Purchase
55
73.05 EUR
Common Stock
Purchase
272
73.05 EUR
Common Stock
Purchase
390
73.1 EUR
Common Stock
Purchase
68
73.15 EUR
Common Stock
Purchase
899
73.15 EUR
Common Stock
Purchase
7
73.2 EUR
Common Stock
Purchase
731
73.2 EUR
Common Stock
Purchase
133
73.25 EUR
Common Stock
Purchase
1,868
73.25 EUR
Common Stock
Purchase
169
73.2625 EUR
Common Stock
Purchase
10
73.3 EUR
Common Stock
Purchase
2,164
73.3 EUR
Common Stock
Purchase
109
73.35 EUR
Common Stock
Purchase
1,398
73.35 EUR
Common Stock
Purchase
682
73.375 EUR
Common Stock
Purchase
200
73.4 EUR
Common Stock
Purchase
801
73.4 EUR
Common Stock
Purchase
46
73.45 EUR
Common Stock
Purchase
502
73.45 EUR
Common Stock
Purchase
90
73.5 EUR
Common Stock
Purchase
2,480
73.5 EUR
Common Stock
Purchase
211
73.55 EUR
Common Stock
Purchase
22
73.6 EUR
Common Stock
Purchase
780
73.65 EUR
Common Stock
Purchase
1,643
73.7 EUR
Common Stock
Purchase
1,003
73.75 EUR
Common Stock
Purchase
220
73.8 EUR
Common Stock
Purchase
1,707
73.8 EUR
Common Stock
Purchase
75
73.85 EUR
Common Stock
Purchase
388
73.85 EUR
Common Stock
Purchase
157
73.9 EUR
Common Stock
Purchase
1,294
73.9 EUR
Common Stock
Purchase
630
73.95 EUR
Common Stock
Purchase
1,809
73.95 EUR
Common Stock
Purchase
157
73.975 EUR
Common Stock
Purchase
3,692
74 EUR
Common Stock
Purchase
1,493
74.05 EUR
Common Stock
Purchase
63
74.1 EUR
Common Stock
Purchase
1,415
74.1 EUR
Common Stock
Purchase
888
74.15 EUR
Common Stock
Purchase
496
74.2 EUR
Common Stock
Purchase
305
74.25 EUR
Common Stock
Purchase
53
74.3 EUR
Common Stock
Purchase
404
74.3 EUR
Common Stock
Purchase
169
74.35 EUR
Common Stock
Purchase
464
74.4 EUR
Common Stock
Sale
-308
72.55 EUR
Common Stock
Sale
-800
72.6 EUR
Common Stock
Sale
-287
72.6 EUR
Common Stock
Sale
-705
72.65 EUR
Common Stock
Sale
-459
72.75 EUR
Common Stock
Sale
-441
72.8 EUR
Common Stock
Sale
-1,455
72.85 EUR
Common Stock
Sale
-144
72.875 EUR
Common Stock
Sale
-886
72.9 EUR
Common Stock
Sale
-575
72.925 EUR
Common Stock
Sale
-1,998
72.95 EUR
Common Stock
Sale
-950
73 EUR
Common Stock
Sale
-425
73.05 EUR
Common Stock
Sale
-100
73.15 EUR
Common Stock
Sale
-79
73.15 EUR
Common Stock
Sale
-573
73.2 EUR
Common Stock
Sale
-1,808
73.25 EUR
Common Stock
Sale
-1,666
73.3 EUR
Common Stock
Sale
-2,946
73.35 EUR
Common Stock
Sale
-840
73.4 EUR
Common Stock
Sale
-2,433
73.45 EUR
Common Stock
Sale
-1,669
73.5 EUR
Common Stock
Sale
-42
73.5 EUR
Common Stock
Sale
-726
73.55 EUR
Common Stock
Sale
-300
73.6 EUR
Common Stock
Sale
-140
73.65 EUR
Common Stock
Sale
-224
73.7 EUR
Common Stock
Sale
-450
73.75 EUR
Common Stock
Sale
-589
73.8 EUR
Common Stock
Sale
-4
73.8 EUR
Common Stock
Sale
-2,151
73.85 EUR
Common Stock
Sale
-89
73.85 EUR
Common Stock
Sale
-1,055
73.9 EUR
Common Stock
Sale
-59
73.9 EUR
Common Stock
Sale
-713
73.95 EUR
Common Stock
Sale
-265
73.95 EUR
Common Stock
Sale
-1,218
74 EUR
Common Stock
Sale
-297
74 EUR
Common Stock
Sale
-1,607
74.05 EUR
Common Stock
Sale
-356
74.05 EUR
Common Stock
Sale
-93
74.1 EUR
Common Stock
Sale
-223
74.15 EUR
Common Stock
Sale
-146
74.2 EUR
Common Stock
Sale
-13
74.2 EUR
Common Stock
Sale
-851
74.25 EUR
Common Stock
Sale
-198
74.3 EUR
Common Stock
Sale
-17
74.35 EUR
Common Stock
Sale
-13
74.35 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
8,390
73.328093 EUR
Common Stock
CFD
Increasing long position
3,442
73.419932 EUR
Common Stock
CFD
Increasing long position
12
73.732771 EUR
Common Stock
CFD
Opening long position
6,821
73.732771 EUR
Common Stock
CFD
Reducing long position
-3,287
72.910443 EUR
Common Stock
CFD
Reducing long position
-18
72.958333 EUR
Common Stock
CFD
Reducing long position
-167
73.473952 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
72 EUR
American
18/10/2019
0.26 EUR
Common
Put Option
Purchasing
-100
68 EUR
American
15/11/2019
0.56 EUR
Common
Call Option
Purchasing
100
74 EUR
American
18/10/2019
0.75 EUR
Common
Call Option
Purchasing
300
78 EUR
American
15/11/2019
0.85 EUR
Common
Put Option
Purchasing
-1,000
72 EUR
American
15/11/2019
1.65 EUR
Common
Call Option
Purchasing
1,000
74 EUR
American
15/11/2019
1.95 EUR
Common
Put Option
Purchasing
-1,500
74 EUR
American
15/11/2019
2.3 EUR
Common
Call Option
Purchasing
1,000
72 EUR
American
15/11/2019
2.95 EUR
Common
Call Option
Purchasing
100
70 EUR
American
15/11/2019
4.7 EUR
Common
Put Option
Purchasing
-100
78 EUR
American
15/11/2019
4.75 EUR
Common
Put Option
Writing
100
72 EUR
American
18/10/2019
0.3 EUR
Common
Call Option
Writing
-100
74 EUR
American
18/10/2019
0.7 EUR
Common
Put Option
Writing
100
74 EUR
American
18/10/2019
0.85 EUR
Common
Put Option
Writing
100
72 EUR
American
15/11/2019
1.6 EUR
Common
Call Option
Writing
-100
72 EUR
American
15/11/2019
3.15 EUR
Common
Put Option
Writing
100
80 EUR
American
15/11/2019
6.6 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:
17 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
300
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
1100
74 EUR
American
15/11/2019
Common
Put Option
Purchased
-1300
74 EUR
American
15/11/2019
Common
Put Option
Purchased
-100
78 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
1800
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
2900
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
-3800
68 EUR
American
15/11/2019
Common
Call Option
Purchased
3400
80 EUR
American
15/11/2019
Common
Put Option
Purchased
-1600
80 EUR
American
15/11/2019
Common
Put Option
Purchased
-4500
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
-200
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
-1700
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.ENDRETUBARRKOARAAA
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