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
07 November, 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:
213,164
0.35
251,037
0.41
(2) Cash-settled derivatives:
9,089
0.01
47,728
0.08
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
98,400
0.16
107,800
0.18
TOTAL:
320,653
0.52
406,565
0.66
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
297
72.3 EUR
Common Stock
Purchase
5
72.35 EUR
Common Stock
Purchase
1,119
72.35 EUR
Common Stock
Purchase
1,000
72.4 EUR
Common Stock
Purchase
1,300
72.4 EUR
Common Stock
Purchase
1,593
72.45 EUR
Common Stock
Purchase
23
72.5 EUR
Common Stock
Purchase
411
72.5 EUR
Common Stock
Purchase
204
72.55 EUR
Common Stock
Purchase
437
72.55 EUR
Common Stock
Purchase
164
72.6 EUR
Common Stock
Purchase
1,325
72.6 EUR
Common Stock
Purchase
32
72.65 EUR
Common Stock
Purchase
484
72.65 EUR
Common Stock
Purchase
153
72.7 EUR
Common Stock
Purchase
704
72.7 EUR
Common Stock
Purchase
174
72.75 EUR
Common Stock
Purchase
1,517
72.75 EUR
Common Stock
Purchase
178
72.8 EUR
Common Stock
Purchase
2,452
72.8 EUR
Common Stock
Purchase
86
72.85 EUR
Common Stock
Purchase
980
72.85 EUR
Common Stock
Purchase
955
72.9 EUR
Common Stock
Purchase
48
72.95 EUR
Common Stock
Purchase
910
72.95 EUR
Common Stock
Purchase
4,016
73 EUR
Common Stock
Purchase
54
73.05 EUR
Common Stock
Purchase
225
73.1 EUR
Common Stock
Purchase
1,245
73.15 EUR
Common Stock
Purchase
131
73.2 EUR
Common Stock
Purchase
857
73.25 EUR
Common Stock
Purchase
540
73.3 EUR
Common Stock
Sale
-385
72.4 EUR
Common Stock
Sale
-4
72.4 EUR
Common Stock
Sale
-1,363
72.45 EUR
Common Stock
Sale
-549
72.45 EUR
Common Stock
Sale
-146
72.475 EUR
Common Stock
Sale
-4,834
72.5 EUR
Common Stock
Sale
-2
72.5 EUR
Common Stock
Sale
-953
72.55 EUR
Common Stock
Sale
-593
72.6 EUR
Common Stock
Sale
-7,210
72.65 EUR
Common Stock
Sale
-1,878
72.65 EUR
Common Stock
Sale
-86
72.65 EUR
Common Stock
Sale
-249
72.7 EUR
Common Stock
Sale
-903
72.75 EUR
Common Stock
Sale
-45
72.75 EUR
Common Stock
Sale
-9
72.775 EUR
Common Stock
Sale
-1,319
72.8 EUR
Common Stock
Sale
-257
72.825 EUR
Common Stock
Sale
-3,875
72.85 EUR
Common Stock
Sale
-1,027
72.85 EUR
Common Stock
Sale
-2,438
72.9 EUR
Common Stock
Sale
-1,859
72.95 EUR
Common Stock
Sale
-56
72.95 EUR
Common Stock
Sale
-1,590
73 EUR
Common Stock
Sale
-167
73.025 EUR
Common Stock
Sale
-393
73.05 EUR
Common Stock
Sale
-609
73.1 EUR
Common Stock
Sale
-361
73.15 EUR
Common Stock
Sale
-461
73.25 EUR
Common Stock
Sale
-211
73.3 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
1,878
72.65 EUR
Common Stock
CFD
Increasing long position
7,210
72.65 EUR
Common Stock
CFD
Increasing short position
-1,124
72.58145 EUR
Common Stock
CFD
Increasing short position
-9,551
72.65 EUR
Common Stock
CFD
Increasing short position
-2,444
72.689522 EUR
Common Stock
CFD
Opening/Closing a position
-202
72.689522 EUR
Common Stock
CFD
Opening/Closing a position
202
73.252475 EUR
Common Stock
CFD
Reducing short position
9,551
72.65 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
300
74 EUR
American
15/11/2019
0.5 EUR
Common
Put Option
Purchasing
-200
68 EUR
American
20/12/2019
1.2 EUR
Common
Put Option
Purchasing
-1,800
68 EUR
American
20/12/2019
1.23 EUR
Common
Put Option
Purchasing
-5,300
68 EUR
American
20/12/2019
1.24 EUR
Common
Put Option
Purchasing
-600
74 EUR
American
15/11/2019
1.8 EUR
Common
Put Option
Purchasing
-100
74 EUR
American
15/11/2019
1.82 EUR
Common
Put Option
Purchasing
-100
74 EUR
American
15/11/2019
2.1 EUR
Common
Put Option
Purchasing
-300
70 EUR
American
17/01/2020
2.4 EUR
Common
Call Option
Purchasing
100
72 EUR
American
20/12/2019
2.9 EUR
Common
Call Option
Writing
-100
80 EUR
American
20/12/2019
0.65 EUR
Common
Call Option
Writing
-100
78 EUR
American
17/01/2020
1.75 EUR
Common
Call Option
Writing
-300
74 EUR
American
20/12/2019
2.15 EUR
Common
Call Option
Writing
-100
76 EUR
American
17/01/2020
2.4 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:
08 November, 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
Call Option
Written
-100
78 EUR
American
17/01/2020
Common
Call Option
Purchased
100
68 EUR
American
17/01/2020
Common
Call Option
Written
-300
74 EUR
American
20/12/2019
Common
Put Option
Purchased
-13300
68 EUR
American
20/12/2019
Common
Call Option
Written
-400
74 EUR
American
17/01/2020
Common
Put Option
Purchased
-1000
60 EUR
American
17/01/2020
Common
Put Option
Purchased
-400
72 EUR
American
20/12/2019
Common
Call Option
Written
-4900
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-200
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-200
70 EUR
American
20/12/2019
Common
Put Option
Purchased
-100
74 EUR
American
17/01/2020
Common
Put Option
Purchased
-100
84 EUR
American
17/01/2020
Common
Put Option
Purchased
-19200
64 EUR
American
20/12/2019
Common
Put Option
Purchased
-3900
64 EUR
American
17/01/2020
Common
Call Option
Written
-100
70 EUR
American
20/12/2019
Common
Call Option
Purchased
100
72 EUR
American
20/12/2019
Common
Put Option
Purchased
-3000
68 EUR
American
17/01/2020
Common
Put Option
Purchased
-1300
72 EUR
American
17/01/2020
Common
Call Option
Purchased
100
72 EUR
American
17/01/2020
Common
Put Option
Purchased
-400
70 EUR
American
17/01/2020
Common
Call Option
Written
-400
76 EUR
American
17/01/2020
Common
Call Option
Purchased
800
70 EUR
American
15/11/2019
Common
Put Option
Purchased
-6300
70 EUR
American
15/11/2019
Common
Call Option
Purchased
600
60 EUR
American
15/11/2019
Common
Call Option
Purchased
72000
74 EUR
American
15/11/2019
Common
Put Option
Purchased
-8400
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
8700
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
8800
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
-16700
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
-6400
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.ENDRETUWRRRKVAARAA
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