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
30 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:
222,610
0.36
296,128
0.48
(2) Cash-settled derivatives:
3,126
0.01
0
0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
69,700
0.11
70,300
0.11
TOTAL:
295,436
0.48
366,428
0.60
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
145
71.75 EUR
Common Stock
Purchase
284
71.75 EUR
Common Stock
Purchase
349
71.8 EUR
Common Stock
Purchase
223
71.85 EUR
Common Stock
Purchase
676
71.85 EUR
Common Stock
Purchase
146
71.9 EUR
Common Stock
Purchase
310
71.9 EUR
Common Stock
Purchase
654
71.95 EUR
Common Stock
Purchase
902
71.95 EUR
Common Stock
Purchase
613
72 EUR
Common Stock
Purchase
154
72.05 EUR
Common Stock
Purchase
5,146
72.05 EUR
Common Stock
Purchase
190
72.1 EUR
Common Stock
Purchase
1,226
72.1 EUR
Common Stock
Purchase
84
72.15 EUR
Common Stock
Purchase
2,185
72.15 EUR
Common Stock
Purchase
130
72.2 EUR
Common Stock
Purchase
778
72.2 EUR
Common Stock
Purchase
1,391
72.25 EUR
Common Stock
Purchase
2,735
72.25 EUR
Common Stock
Purchase
543
72.3 EUR
Common Stock
Purchase
765
72.3 EUR
Common Stock
Purchase
341
72.35 EUR
Common Stock
Purchase
1,277
72.35 EUR
Common Stock
Purchase
1,015
72.4 EUR
Common Stock
Purchase
1,434
72.45 EUR
Common Stock
Purchase
12,831
72.5 EUR
Common Stock
Purchase
154
72.55 EUR
Common Stock
Purchase
1,523
72.55 EUR
Common Stock
Purchase
2,047
72.6 EUR
Common Stock
Purchase
836
72.65 EUR
Common Stock
Purchase
407
72.7 EUR
Common Stock
Purchase
541
72.7 EUR
Common Stock
Purchase
646
72.75 EUR
Common Stock
Purchase
271
72.8 EUR
Common Stock
Purchase
654
72.8 EUR
Common Stock
Purchase
503
72.9 EUR
Common Stock
Purchase
639
72.9 EUR
Common Stock
Purchase
1,676
72.95 EUR
Common Stock
Sale
-169
71.7 EUR
Common Stock
Sale
-33
71.7 EUR
Common Stock
Sale
-37
71.75 EUR
Common Stock
Sale
-222
71.8 EUR
Common Stock
Sale
-16
71.8 EUR
Common Stock
Sale
-556
71.85 EUR
Common Stock
Sale
-586
71.9 EUR
Common Stock
Sale
-500
71.9 EUR
Common Stock
Sale
-48
71.925 EUR
Common Stock
Sale
-661
71.95 EUR
Common Stock
Sale
-17
71.95 EUR
Common Stock
Sale
-2,269
72 EUR
Common Stock
Sale
-322
72 EUR
Common Stock
Sale
-1,426
72.05 EUR
Common Stock
Sale
-787
72.05 EUR
Common Stock
Sale
-2,742
72.1 EUR
Common Stock
Sale
-3,832
72.15 EUR
Common Stock
Sale
-469
72.15 EUR
Common Stock
Sale
-121
72.175 EUR
Common Stock
Sale
-739
72.2 EUR
Common Stock
Sale
-411
72.2 EUR
Common Stock
Sale
-1,257
72.25 EUR
Common Stock
Sale
-184
72.25 EUR
Common Stock
Sale
-1,057
72.3 EUR
Common Stock
Sale
-432
72.3 EUR
Common Stock
Sale
-948
72.35 EUR
Common Stock
Sale
-308
72.35 EUR
Common Stock
Sale
-682
72.4 EUR
Common Stock
Sale
-79
72.425 EUR
Common Stock
Sale
-1,216
72.45 EUR
Common Stock
Sale
-184
72.45 EUR
Common Stock
Sale
-872
72.5 EUR
Common Stock
Sale
-73
72.5 EUR
Common Stock
Sale
-101
72.55 EUR
Common Stock
Sale
-109
72.6 EUR
Common Stock
Sale
-56
72.6 EUR
Common Stock
Sale
-180
72.65 EUR
Common Stock
Sale
-8
72.65 EUR
Common Stock
Sale
-305
72.7 EUR
Common Stock
Sale
-104
72.7 EUR
Common Stock
Sale
-2,861
72.75 EUR
Common Stock
Sale
-123
72.75 EUR
Common Stock
Sale
-1,138
72.8 EUR
Common Stock
Sale
-222
72.8 EUR
Common Stock
Sale
-148
72.85 EUR
Common Stock
Sale
-233
72.9 EUR
Common Stock
Sale
-107
72.9 EUR
Common Stock
Sale
-346
72.95 EUR
Common Stock
Sale
-194
72.95 EUR
Common Stock
Sale
-45
73 EUR
Common Stock
Sale
-6
73 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
-2,135
72.316219 EUR
Common Stock
CFD
Opening/Closing a position
2,011
72.398399 EUR
Common Stock
CFD
Opening/Closing a position
124
72.574597 EUR
Common Stock
CFD
Reducing long position
-97
72.275 EUR
Common Stock
CFD
Reducing long position
-19,069
72.316219 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
100
76 EUR
American
15/11/2019
0.32 EUR
Common
Call Option
Purchasing
100
80 EUR
American
20/12/2019
0.58 EUR
Common
Call Option
Purchasing
300
78 EUR
American
20/12/2019
1 EUR
Common
Put Option
Purchasing
-100
64 EUR
American
17/01/2020
1.1 EUR
Common
Put Option
Purchasing
-100
68 EUR
American
20/12/2019
1.22 EUR
Common
Put Option
Purchasing
-100
68 EUR
American
20/12/2019
1.27 EUR
Common
Put Option
Purchasing
-300
72 EUR
American
20/12/2019
2.85 EUR
Common
Put Option
Purchasing
-1,000
72 EUR
American
17/01/2020
3.75 EUR
Common
Put Option
Purchasing
-100
72 EUR
American
17/01/2020
3.85 EUR
Common
Put Option
Purchasing
-100
76 EUR
American
15/11/2019
3.9 EUR
Common
Call Option
Purchasing
100
72 EUR
American
17/01/2020
4 EUR
Common
Call Option
Writing
-200
80 EUR
American
17/01/2020
1.25 EUR
Common
Call Option
Writing
-100
76 EUR
American
17/01/2020
2.3 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:
31 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
78 EUR
American
20/12/2019
Common
Put Option
Purchased
-300
68 EUR
American
20/12/2019
Common
Call Option
Written
-200
74 EUR
American
17/01/2020
Common
Put Option
Purchased
-400
72 EUR
American
20/12/2019
Common
Call Option
Written
-1300
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
Put Option
Purchased
-100
64 EUR
American
17/01/2020
Common
Call Option
Written
-200
70 EUR
American
20/12/2019
Common
Put Option
Purchased
-1100
72 EUR
American
17/01/2020
Common
Call Option
Purchased
100
72 EUR
American
17/01/2020
Common
Call Option
Purchased
100
80 EUR
American
20/12/2019
Common
Call Option
Written
-100
76 EUR
American
17/01/2020
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
6800
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
-3400
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.ENDRETUARURKAAROAA
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