REG - Citadel Group Just Eat Plc Takeaway.com N.V. - Form 8.3 - Takeaway.com N.V.
RNS Number : 6486RCitadel Group30 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
29 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:
222,252
0.36
312,653
0.51
(2) Cash-settled derivatives:
22,292
0.04
0
0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
69,100
0.11
68,200
0.11
TOTAL:
313,644
0.51
380,853
0.62
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
113
72.45 EUR
Common Stock
Purchase
488
72.5 EUR
Common Stock
Purchase
185
72.55 EUR
Common Stock
Purchase
60
72.6 EUR
Common Stock
Purchase
70
72.7 EUR
Common Stock
Purchase
170
72.75 EUR
Common Stock
Purchase
100
72.8 EUR
Common Stock
Purchase
603
72.8 EUR
Common Stock
Purchase
732
72.85 EUR
Common Stock
Purchase
266
72.9 EUR
Common Stock
Purchase
2,239
72.9 EUR
Common Stock
Purchase
131
72.95 EUR
Common Stock
Purchase
266
72.95 EUR
Common Stock
Purchase
1,718
73 EUR
Common Stock
Purchase
3,600
73 EUR
Common Stock
Purchase
239
73.05 EUR
Common Stock
Purchase
2,164
73.05 EUR
Common Stock
Purchase
229
73.1 EUR
Common Stock
Purchase
1,767
73.1 EUR
Common Stock
Purchase
446
73.15 EUR
Common Stock
Purchase
121
73.2 EUR
Common Stock
Purchase
1,390
73.2 EUR
Common Stock
Purchase
54
73.25 EUR
Common Stock
Purchase
1,257
73.25 EUR
Common Stock
Purchase
529
73.3 EUR
Common Stock
Purchase
2,434
73.3 EUR
Common Stock
Purchase
700
73.35 EUR
Common Stock
Purchase
164
73.375 EUR
Common Stock
Purchase
106
73.4 EUR
Common Stock
Purchase
3,006
73.4 EUR
Common Stock
Purchase
193
73.4125 EUR
Common Stock
Purchase
111
73.425 EUR
Common Stock
Purchase
457
73.425 EUR
Common Stock
Purchase
49
73.45 EUR
Common Stock
Purchase
2,333
73.45 EUR
Common Stock
Purchase
2,682
73.465138 EUR
Common Stock
Purchase
699
73.475 EUR
Common Stock
Purchase
21,079
73.475 EUR
Common Stock
Purchase
44
73.490455 EUR
Common Stock
Purchase
2
73.5 EUR
Common Stock
Purchase
765
73.5 EUR
Common Stock
Purchase
5,743
73.5 EUR
Common Stock
Purchase
798
73.525 EUR
Common Stock
Purchase
2,026
73.525 EUR
Common Stock
Purchase
8,224
73.525 EUR
Common Stock
Purchase
118
73.538347 EUR
Common Stock
Purchase
614
73.542907 EUR
Common Stock
Purchase
2,400
73.543606 EUR
Common Stock
Purchase
957
73.545418 EUR
Common Stock
Purchase
67
73.55 EUR
Common Stock
Purchase
100
73.55 EUR
Common Stock
Purchase
392
73.55 EUR
Common Stock
Purchase
3,542
73.55 EUR
Common Stock
Purchase
176
73.5575 EUR
Common Stock
Purchase
2,142
73.558555 EUR
Common Stock
Purchase
8,516
73.558725 EUR
Common Stock
Purchase
17,620
73.558888 EUR
Common Stock
Purchase
4,310
73.558962 EUR
Common Stock
Purchase
102
73.565441 EUR
Common Stock
Purchase
8
73.58125 EUR
Common Stock
Purchase
536
73.589925 EUR
Common Stock
Purchase
262
73.59313 EUR
Common Stock
Purchase
132
73.598485 EUR
Common Stock
Purchase
216
73.6 EUR
Common Stock
Purchase
2,069
73.6 EUR
Common Stock
Purchase
67
73.607463 EUR
Common Stock
Purchase
142
73.6125 EUR
Common Stock
Purchase
371
73.625 EUR
Common Stock
Purchase
1,516
73.625 EUR
Common Stock
Purchase
78
73.639744 EUR
Common Stock
Purchase
391
73.645141 EUR
Common Stock
Purchase
883
73.649719 EUR
Common Stock
Purchase
2,577
73.65 EUR
Common Stock
Purchase
231
73.655628 EUR
Common Stock
Purchase
1,006
73.658847 EUR
Common Stock
Purchase
483
73.658851 EUR
Common Stock
Purchase
366
73.659016 EUR
Common Stock
Purchase
7
73.660714 EUR
Common Stock
Purchase
22
73.672727 EUR
Common Stock
Purchase
20
73.675 EUR
Common Stock
Purchase
1,265
73.7 EUR
Common Stock
Purchase
226
73.725 EUR
Common Stock
Purchase
49
73.75 EUR
Common Stock
Purchase
952
73.75 EUR
Common Stock
Purchase
1,154
73.8 EUR
Common Stock
Purchase
5
73.81 EUR
Common Stock
Purchase
6
73.841667 EUR
Common Stock
Purchase
49
73.846939 EUR
Common Stock
Purchase
216
73.846991 EUR
Common Stock
Purchase
92
73.848913 EUR
Common Stock
Purchase
1,205
73.85 EUR
Common Stock
Purchase
15
73.863333 EUR
Common Stock
Purchase
1,203
73.9 EUR
Common Stock
Purchase
893
73.95 EUR
Common Stock
Purchase
333
74 EUR
Common Stock
Purchase
1,153
74.05 EUR
Common Stock
Purchase
441
74.1 EUR
Common Stock
Purchase
362
74.15 EUR
Common Stock
Purchase
473
74.2 EUR
Common Stock
Purchase
485
74.25 EUR
Common Stock
Purchase
529
74.3 EUR
Common Stock
Purchase
123
74.35 EUR
Common Stock
Purchase
1,588
74.5 EUR
Common Stock
Purchase
203
74.55 EUR
Common Stock
Purchase
103
74.7 EUR
Common Stock
Purchase
222
74.75 EUR
Common Stock
Purchase
80
74.8 EUR
Common Stock
Purchase
140
74.85 EUR
Common Stock
Purchase
831
74.9 EUR
Common Stock
Purchase
37
75 EUR
Common Stock
Purchase
6
75.1 EUR
Common Stock
Sale
-13
72.2 EUR
Common Stock
Sale
-78
72.3 EUR
Common Stock
Sale
-145
72.4 EUR
Common Stock
Sale
-402
72.45 EUR
Common Stock
Sale
-140
72.45 EUR
Common Stock
Sale
-75
72.5 EUR
Common Stock
Sale
-22
72.6 EUR
Common Stock
Sale
-98
72.65 EUR
Common Stock
Sale
-61
72.7 EUR
Common Stock
Sale
-214
72.75 EUR
Common Stock
Sale
-326
72.8 EUR
Common Stock
Sale
-157
72.8 EUR
Common Stock
Sale
-863
72.85 EUR
Common Stock
Sale
-807
72.9 EUR
Common Stock
Sale
-115
72.9 EUR
Common Stock
Sale
-3,374
72.95 EUR
Common Stock
Sale
-625
72.95 EUR
Common Stock
Sale
-116
72.975 EUR
Common Stock
Sale
-3,830
73 EUR
Common Stock
Sale
-1,283
73 EUR
Common Stock
Sale
-1,657
73.05 EUR
Common Stock
Sale
-455
73.05 EUR
Common Stock
Sale
-1,281
73.1 EUR
Common Stock
Sale
-475
73.1 EUR
Common Stock
Sale
-4,303
73.15 EUR
Common Stock
Sale
-62
73.175 EUR
Common Stock
Sale
-5,401
73.2 EUR
Common Stock
Sale
-121
73.2 EUR
Common Stock
Sale
-1,261
73.25 EUR
Common Stock
Sale
-279
73.25 EUR
Common Stock
Sale
-2,731
73.3 EUR
Common Stock
Sale
-175
73.3 EUR
Common Stock
Sale
-141
73.325 EUR
Common Stock
Sale
-1,306
73.35 EUR
Common Stock
Sale
-243
73.35 EUR
Common Stock
Sale
-649
73.4 EUR
Common Stock
Sale
-540
73.4 EUR
Common Stock
Sale
-1,496
73.45 EUR
Common Stock
Sale
-623
73.45 EUR
Common Stock
Sale
-3,034
73.5 EUR
Common Stock
Sale
-1,642
73.5 EUR
Common Stock
Sale
-218
73.5375 EUR
Common Stock
Sale
-1,982
73.55 EUR
Common Stock
Sale
-554
73.55 EUR
Common Stock
Sale
-971
73.6 EUR
Common Stock
Sale
-920
73.6 EUR
Common Stock
Sale
-1,275
73.65 EUR
Common Stock
Sale
-1,143
73.65 EUR
Common Stock
Sale
-793
73.7 EUR
Common Stock
Sale
-23
73.7 EUR
Common Stock
Sale
-829
73.75 EUR
Common Stock
Sale
-912
73.8 EUR
Common Stock
Sale
-350
73.85 EUR
Common Stock
Sale
-296
73.85 EUR
Common Stock
Sale
-378
73.9 EUR
Common Stock
Sale
-233
73.9 EUR
Common Stock
Sale
-709
73.95 EUR
Common Stock
Sale
-2,456
74 EUR
Common Stock
Sale
-401
74.025 EUR
Common Stock
Sale
-392
74.05 EUR
Common Stock
Sale
-1,327
74.1 EUR
Common Stock
Sale
-13,442
74.15 EUR
Common Stock
Sale
-477
74.2 EUR
Common Stock
Sale
-100
74.25 EUR
Common Stock
Sale
-244
74.3 EUR
Common Stock
Sale
-492
74.35 EUR
Common Stock
Sale
-250
74.4 EUR
Common Stock
Sale
-285
74.45 EUR
Common Stock
Sale
-149
74.55 EUR
Common Stock
Sale
-41
74.6 EUR
Common Stock
Sale
-892
74.7 EUR
Common Stock
Sale
-75
74.85 EUR
Common Stock
Sale
-70
74.9 EUR
Common Stock
Sale
-5
74.95 EUR
Common Stock
Sale
-15
75.1 EUR
Common Stock
Sale
-75
75.15 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
44
73.05 EUR
Common Stock
CFD
Opening/Closing a position
-44
73.523803 EUR
Common Stock
CFD
Reducing long position
-309
73.05 EUR
Common Stock
CFD
Reducing long position
-7,871
73.158867 EUR
Common Stock
CFD
Reducing long position
-1,898
73.158867 EUR
Common Stock
CFD
Reducing long position
-6,821
73.523803 EUR
Common Stock
CFD
Reducing long position
-4,871
73.523803 EUR
Common Stock
CFD
Reducing long position
-2,073
73.523803 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
Call Option
Purchasing
4,300
74 EUR
American
15/11/2019
0.98 EUR
Common
Put Option
Purchasing
-100
68 EUR
American
20/12/2019
1.02 EUR
Common
Call Option
Purchasing
700
74 EUR
American
15/11/2019
1.23 EUR
Common
Call Option
Purchasing
2,300
74 EUR
American
15/11/2019
1.25 EUR
Common
Call Option
Purchasing
600
74 EUR
American
15/11/2019
1.3 EUR
Common
Call Option
Purchasing
900
74 EUR
American
15/11/2019
1.33 EUR
Common
Call Option
Purchasing
1,300
74 EUR
American
15/11/2019
1.34 EUR
Common
Call Option
Purchasing
400
74 EUR
American
15/11/2019
1.35 EUR
Common
Call Option
Purchasing
800
74 EUR
American
15/11/2019
1.38 EUR
Common
Call Option
Purchasing
1,300
74 EUR
American
15/11/2019
1.39 EUR
Common
Call Option
Purchasing
2,600
74 EUR
American
15/11/2019
1.4 EUR
Common
Call Option
Purchasing
2,200
74 EUR
American
15/11/2019
1.41 EUR
Common
Put Option
Purchasing
-500
74 EUR
American
15/11/2019
1.7 EUR
Common
Put Option
Purchasing
-500
74 EUR
American
15/11/2019
1.71 EUR
Common
Put Option
Purchasing
-500
74 EUR
American
15/11/2019
1.72 EUR
Common
Put Option
Purchasing
-2,600
74 EUR
American
15/11/2019
1.75 EUR
Common
Put Option
Purchasing
-100
74 EUR
American
15/11/2019
1.95 EUR
Common
Put Option
Purchasing
-100
72 EUR
American
20/12/2019
2.2 EUR
Common
Put Option
Purchasing
-100
84 EUR
American
17/01/2020
11.5 EUR
Common
Call Option
Writing
-100
76 EUR
American
15/11/2019
0.7 EUR
Common
Call Option
Writing
-200
76 EUR
American
15/11/2019
0.76 EUR
Common
Call Option
Writing
-200
76 EUR
American
15/11/2019
0.8 EUR
Common
Call Option
Writing
-100
76 EUR
American
15/11/2019
1.1 EUR
Common
Call Option
Writing
-100
80 EUR
American
17/01/2020
1.65 EUR
Common
Call Option
Writing
-200
72 EUR
American
15/11/2019
2 EUR
Common
Call Option
Writing
-200
74 EUR
American
17/01/2020
3.35 EUR
Common
Call Option
Writing
-200
70 EUR
American
20/12/2019
4.65 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:
30 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
Put Option
Purchased
-100
68 EUR
American
20/12/2019
Common
Call Option
Written
-200
74 EUR
American
17/01/2020
Common
Put Option
Purchased
-100
72 EUR
American
20/12/2019
Common
Call Option
Written
-1100
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-100
84 EUR
American
17/01/2020
Common
Put Option
Purchased
-13300
64 EUR
American
20/12/2019
Common
Call Option
Written
-200
70 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
49000
74 EUR
American
15/11/2019
Common
Put Option
Purchased
-7500
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
5900
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
6700
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.
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.ENDRETURUARKVAROAA
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