REG - Citadel Group Just Eat Plc Takeaway.com N.V. - Form 8.3 - Takeaway.com N.V.

Just Eat Takeaway.com NVAnnouncement

29/10/2019 15:00

RNS Number : 4644R
Citadel Group
29 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


28 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:


170,077


0.28


324,515


0.53




(2) Cash-settled derivatives:


46,135


0.08


0


0.00




(3) Stock-settled derivatives (including options) and agreements to purchase/sell:


52,500


0.09


63,200


0.10




    TOTAL:


268,712


0.44


387,715


0.63


























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


130


74.4  EUR




Common Stock


Purchase


53


74.5  EUR




Common Stock


Purchase


1,459


74.6  EUR




Common Stock


Purchase


1,224


74.65  EUR




Common Stock


Purchase


1,431


74.7  EUR




Common Stock


Purchase


242


74.75  EUR




Common Stock


Purchase


401


74.8  EUR




Common Stock


Purchase


1,013


74.85  EUR




Common Stock


Purchase


957


74.9  EUR




Common Stock


Purchase


659


74.95  EUR




Common Stock


Purchase


52


75  EUR




Common Stock


Purchase


287


75  EUR




Common Stock


Purchase


925


75.05  EUR




Common Stock


Purchase


829


75.1  EUR




Common Stock


Purchase


361


75.2  EUR




Common Stock


Purchase


384


75.225  EUR




Common Stock


Purchase


841


75.25  EUR




Common Stock


Purchase


186


75.3  EUR




Common Stock


Purchase


188


75.3  EUR




Common Stock


Purchase


860


75.35  EUR




Common Stock


Purchase


1,231


75.4  EUR




Common Stock


Purchase


812


75.45  EUR




Common Stock


Purchase


1,395


75.5  EUR




Common Stock


Purchase


343


75.55  EUR




Common Stock


Purchase


1,105


75.55  EUR




Common Stock


Purchase


10


75.6  EUR




Common Stock


Purchase


1,091


75.6  EUR




Common Stock


Purchase


65


75.625  EUR




Common Stock


Purchase


642


75.65  EUR




Common Stock


Purchase


5,087


75.65  EUR




Common Stock


Purchase


400


75.7  EUR




Common Stock


Purchase


6,293


75.7  EUR




Common Stock


Purchase


261


75.75  EUR




Common Stock


Purchase


2,530


75.75  EUR




Common Stock


Purchase


96


75.8  EUR




Common Stock


Purchase


2,099


75.8  EUR




Common Stock


Purchase


1,592


75.85  EUR




Common Stock


Purchase


70


75.9  EUR




Common Stock


Purchase


617


75.95  EUR




Common Stock


Sale


-115


74.45  EUR




Common Stock


Sale


-64


74.5  EUR




Common Stock


Sale


-5,055


74.6  EUR




Common Stock


Sale


-497


74.65  EUR




Common Stock


Sale


-333


74.7  EUR




Common Stock


Sale


-1,968


74.75  EUR




Common Stock


Sale


-7,157


74.8  EUR




Common Stock


Sale


-1,037


74.85  EUR




Common Stock


Sale


-2,372


74.9  EUR




Common Stock


Sale


-331


74.95  EUR




Common Stock


Sale


-12,912


75  EUR




Common Stock


Sale


-993


75.05  EUR




Common Stock


Sale


-168


75.1  EUR




Common Stock


Sale


-175


75.15  EUR




Common Stock


Sale


-254


75.2  EUR




Common Stock


Sale


-600


75.25  EUR




Common Stock


Sale


-288


75.3  EUR




Common Stock


Sale


-379


75.35  EUR




Common Stock


Sale


-171


75.35  EUR




Common Stock


Sale


-696


75.4  EUR




Common Stock


Sale


-377


75.45  EUR




Common Stock


Sale


-93


75.45  EUR




Common Stock


Sale


-1,794


75.5  EUR




Common Stock


Sale


-187


75.5  EUR




Common Stock


Sale


-649


75.525  EUR




Common Stock


Sale


-1,305


75.55  EUR




Common Stock


Sale


-202


75.575  EUR




Common Stock


Sale


-50


75.575  EUR




Common Stock


Sale


-1,403


75.6  EUR




Common Stock


Sale


-3,746


75.65  EUR




Common Stock


Sale


-2,965


75.7  EUR




Common Stock


Sale


-66


75.7  EUR




Common Stock


Sale


-3,810


75.75  EUR




Common Stock


Sale


-68


75.75  EUR




Common Stock


Sale


-2,881


75.8  EUR




Common Stock


Sale


-622


75.85  EUR




Common Stock


Sale


-1,120


75.9  EUR




Common Stock


Sale


-622


75.9  EUR




Common Stock


Sale


-124


75.95  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


Opening/Closing a position


-679


75.454949  EUR




Common Stock


CFD


Opening/Closing a position


405


75.636444  EUR




Common Stock


CFD


Opening/Closing a position


274


75.694161  EUR




Common Stock


CFD


Reducing long position


-7,125


75.454949  EUR




Common Stock


CFD


Reducing long position


-769


75.454949  EUR




Common Stock


CFD


Reducing long position


-14


75.454949  EUR




Common Stock


CFD


Reducing long position


-1,813


75.473056  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


Writing


1,500


72 EUR


American


15/11/2019


0.55  EUR




Common


Put Option


Writing


600


72 EUR


American


15/11/2019


0.58  EUR




Common


Call Option


Writing


-100


76 EUR


American


15/11/2019


1.6  EUR




Common


Put Option


Writing


100


76 EUR


American


15/11/2019


1.8  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:


29 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


80 EUR


American


17/01/2020




Common


Put Option


Purchased


-13300


64 EUR


American


20/12/2019




Common


Call Option


Written


-300


70 EUR


American


15/11/2019




Common


Put Option


Purchased


-4900


70 EUR


American


15/11/2019




Common


Call Option


Purchased


600


60 EUR


American


15/11/2019




Common


Call Option


Purchased


31600


74 EUR


American


15/11/2019




Common


Put Option


Purchased


-3300


74 EUR


American


15/11/2019




Common


Put Option


Purchased


-1600


78 EUR


American


15/11/2019




Common


Call Option


Purchased


3000


64 EUR


American


15/11/2019




Common


Put Option


Purchased


-3000


64 EUR


American


15/11/2019




Common


Call Option


Written


-6000


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


6100


72 EUR


American


15/11/2019




Common


Call Option


Written


-100


68 EUR


American


15/11/2019




Common


Put Option


Purchased


-100


88 EUR


American


15/11/2019




Common


Call Option


Purchased


7300


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


-15600


68 EUR


American


15/11/2019




Common


Call Option


Purchased


2700


80 EUR


American


15/11/2019




Common


Put Option


Purchased


-2000


80 EUR


American


15/11/2019




Common


Put Option


Purchased


-4200


72 EUR


American


15/11/2019




Common


Call Option


Written


-100


88 EUR


American


15/11/2019




Common


Put Option


Purchased


-200


82 EUR


American


15/11/2019




Common


Put Option


Purchased


-3300


76 EUR


American


15/11/2019




Common


Call Option


Purchased


1100


96 EUR


American


15/11/2019





































































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.
 











 




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