REG - Citadel Group Just Eat Plc Takeaway.com N.V. - Form 8.3 - Takeaway.com N.V.
RNS Number : 1353TCitadel Group12 November 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
11 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:
194,833
0.32
266,104
0.43
(2) Cash-settled derivatives:
21,679
0.04
56,825
0.09
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
100,800
0.16
115,000
0.19
TOTAL:
317,312
0.52
437,929
0.72
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
304
73.15 EUR
Common Stock
Purchase
529
73.25 EUR
Common Stock
Purchase
8
73.35 EUR
Common Stock
Purchase
24
73.35 EUR
Common Stock
Purchase
8
73.4 EUR
Common Stock
Purchase
1
73.45 EUR
Common Stock
Purchase
173
73.45 EUR
Common Stock
Purchase
62
73.5 EUR
Common Stock
Purchase
171
73.5 EUR
Common Stock
Purchase
107
73.65 EUR
Common Stock
Purchase
32
73.75 EUR
Common Stock
Purchase
13
73.8 EUR
Common Stock
Purchase
432
73.85 EUR
Common Stock
Purchase
513
73.9 EUR
Common Stock
Purchase
662
73.95 EUR
Common Stock
Purchase
241
74 EUR
Common Stock
Purchase
71
74.05 EUR
Common Stock
Purchase
100
74.05 EUR
Common Stock
Purchase
173
74.1 EUR
Common Stock
Purchase
168
74.15 EUR
Common Stock
Purchase
632
74.2 EUR
Common Stock
Purchase
12
74.25 EUR
Common Stock
Purchase
2,258
74.25 EUR
Common Stock
Purchase
226
74.3 EUR
Common Stock
Purchase
2,826
74.3 EUR
Common Stock
Purchase
488
74.35 EUR
Common Stock
Purchase
1,473
74.35 EUR
Common Stock
Purchase
413
74.4 EUR
Common Stock
Purchase
1,973
74.4 EUR
Common Stock
Purchase
477
74.45 EUR
Common Stock
Purchase
1,932
74.45 EUR
Common Stock
Purchase
350
74.4625 EUR
Common Stock
Purchase
1,383
74.5 EUR
Common Stock
Purchase
187
74.55 EUR
Common Stock
Purchase
375
74.55 EUR
Common Stock
Purchase
52
74.6 EUR
Common Stock
Purchase
1,293
74.6 EUR
Common Stock
Purchase
540
74.65 EUR
Common Stock
Purchase
487
74.7 EUR
Common Stock
Purchase
3,023
74.7 EUR
Common Stock
Purchase
300
74.75 EUR
Common Stock
Purchase
3,909
74.75 EUR
Common Stock
Purchase
2,969
74.8 EUR
Common Stock
Purchase
2,109
74.85 EUR
Common Stock
Purchase
246
74.8625 EUR
Common Stock
Purchase
802
74.9 EUR
Common Stock
Purchase
1,721
74.9 EUR
Common Stock
Purchase
2,699
74.95 EUR
Common Stock
Purchase
192
75 EUR
Common Stock
Purchase
6,840
75 EUR
Common Stock
Purchase
159
75.05 EUR
Common Stock
Purchase
313
75.05 EUR
Common Stock
Purchase
1,147
75.1 EUR
Common Stock
Purchase
34
75.15 EUR
Common Stock
Purchase
189
75.2 EUR
Common Stock
Purchase
540
75.25 EUR
Common Stock
Purchase
122
75.3 EUR
Common Stock
Purchase
168
75.35 EUR
Common Stock
Purchase
5,032
75.4 EUR
Common Stock
Purchase
10
75.45 EUR
Common Stock
Purchase
255
75.5 EUR
Common Stock
Purchase
613
75.55 EUR
Common Stock
Purchase
706
75.55 EUR
Common Stock
Purchase
12
75.6 EUR
Common Stock
Purchase
185
75.6 EUR
Common Stock
Purchase
198
75.65 EUR
Common Stock
Purchase
183
75.7 EUR
Common Stock
Sale
-46
72.95 EUR
Common Stock
Sale
-284
73 EUR
Common Stock
Sale
-66
73 EUR
Common Stock
Sale
-9,988
73.2 EUR
Common Stock
Sale
-2,602
73.2 EUR
Common Stock
Sale
-1,050
73.2 EUR
Common Stock
Sale
-183
73.4 EUR
Common Stock
Sale
-216
73.5 EUR
Common Stock
Sale
-123
73.55 EUR
Common Stock
Sale
-152
73.6 EUR
Common Stock
Sale
-39
73.65 EUR
Common Stock
Sale
-169
73.75 EUR
Common Stock
Sale
-185
73.8 EUR
Common Stock
Sale
-129
73.85 EUR
Common Stock
Sale
-177
73.95 EUR
Common Stock
Sale
-232
74 EUR
Common Stock
Sale
-2,997
74.1 EUR
Common Stock
Sale
-5,741
74.115855 EUR
Common Stock
Sale
-2,241
74.15 EUR
Common Stock
Sale
-130
74.175 EUR
Common Stock
Sale
-828
74.2 EUR
Common Stock
Sale
-1,975
74.225 EUR
Common Stock
Sale
-813
74.25 EUR
Common Stock
Sale
-59
74.25 EUR
Common Stock
Sale
-1,035
74.3 EUR
Common Stock
Sale
-239
74.325 EUR
Common Stock
Sale
-2,267
74.35 EUR
Common Stock
Sale
-243
74.35 EUR
Common Stock
Sale
-2,695
74.4 EUR
Common Stock
Sale
-877
74.45 EUR
Common Stock
Sale
-581
74.5 EUR
Common Stock
Sale
-577
74.525 EUR
Common Stock
Sale
-224
74.55 EUR
Common Stock
Sale
-205
74.6 EUR
Common Stock
Sale
-100
74.6 EUR
Common Stock
Sale
-944
74.65 EUR
Common Stock
Sale
-1,170
74.7 EUR
Common Stock
Sale
-72
74.725 EUR
Common Stock
Sale
-1,736
74.75 EUR
Common Stock
Sale
-53
74.75 EUR
Common Stock
Sale
-331
74.775 EUR
Common Stock
Sale
-981
74.8 EUR
Common Stock
Sale
-14
74.8 EUR
Common Stock
Sale
-3,081
74.85 EUR
Common Stock
Sale
-363
74.875 EUR
Common Stock
Sale
-1,585
74.9 EUR
Common Stock
Sale
-3,459
74.95 EUR
Common Stock
Sale
-6,615
75 EUR
Common Stock
Sale
-2,428
75.05 EUR
Common Stock
Sale
-71
75.05 EUR
Common Stock
Sale
-1,186
75.1 EUR
Common Stock
Sale
-1,037
75.15 EUR
Common Stock
Sale
-119
75.2 EUR
Common Stock
Sale
-88
75.25 EUR
Common Stock
Sale
-186
75.3 EUR
Common Stock
Sale
-553
75.35 EUR
Common Stock
Sale
-484
75.35 EUR
Common Stock
Sale
-186
75.3625 EUR
Common Stock
Sale
-262
75.4 EUR
Common Stock
Sale
-188
75.45 EUR
Common Stock
Sale
-4,240
75.5 EUR
Common Stock
Sale
-246
75.5375 EUR
Common Stock
Sale
-2,021
75.55 EUR
Common Stock
Sale
-13
75.55 EUR
Common Stock
Sale
-1,052
75.6 EUR
Common Stock
Sale
-90
75.6 EUR
Common Stock
Sale
-60
75.65 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
Closing short position
13,126
73.2 EUR
Common Stock
CFD
Increasing long position
2,602
73.2 EUR
Common Stock
CFD
Increasing long position
9,988
73.2 EUR
Common Stock
CFD
Increasing short position
-13,126
73.2 EUR
Common Stock
CFD
Opening/Closing a position
-2,851
74.41494 EUR
Common Stock
CFD
Opening/Closing a position
238
74.743991 EUR
Common Stock
CFD
Opening/Closing a position
2,613
75.0285 EUR
Common Stock
CFD
Reducing short position
461
74.743991 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
-600
64 EUR
American
20/12/2019
0.24 EUR
Common
Put Option
Purchasing
-2,000
64 EUR
American
17/01/2020
0.76 EUR
Common
Call Option
Purchasing
100
74 EUR
American
15/11/2019
0.85 EUR
Common
Call Option
Purchasing
100
74 EUR
American
15/11/2019
1.15 EUR
Common
Put Option
Purchasing
-300
70 EUR
American
20/12/2019
1.15 EUR
Common
Put Option
Purchasing
-200
70 EUR
American
20/12/2019
1.2 EUR
Common
Put Option
Purchasing
-200
72 EUR
American
17/01/2020
2.2 EUR
Common
Put Option
Purchasing
-100
84 EUR
American
17/01/2020
9.95 EUR
Common
Call Option
Purchasing
2,000
64 EUR
American
15/11/2019
10.2 EUR
Common
Put Option
Writing
500
72 EUR
American
15/11/2019
0.2 EUR
Common
Put Option
Writing
500
72 EUR
American
15/11/2019
0.25 EUR
Common
Put Option
Writing
500
72 EUR
American
15/11/2019
0.28 EUR
Common
Call Option
Writing
-600
84 EUR
American
20/12/2019
0.36 EUR
Common
Call Option
Writing
-600
84 EUR
American
20/12/2019
0.37 EUR
Common
Call Option
Writing
-100
88 EUR
American
17/01/2020
0.51 EUR
Common
Put Option
Writing
100
74 EUR
American
15/11/2019
0.61 EUR
Common
Call Option
Writing
-100
80 EUR
American
20/12/2019
0.85 EUR
Common
Call Option
Writing
-100
84 EUR
American
17/01/2020
0.86 EUR
Common
Call Option
Writing
-2,000
80 EUR
American
20/12/2019
0.9 EUR
Common
Call Option
Writing
-100
78 EUR
American
20/12/2019
1.45 EUR
Common
Call Option
Writing
-500
74 EUR
American
15/11/2019
1.57 EUR
Common
Call Option
Writing
-200
78 EUR
American
17/01/2020
2.05 EUR
Common
Call Option
Writing
-100
76 EUR
American
20/12/2019
2.44 EUR
Common
Call Option
Writing
-100
76 EUR
American
20/12/2019
2.55 EUR
Common
Call Option
Writing
-200
76 EUR
American
17/01/2020
3 EUR
Common
Call Option
Writing
-500
74 EUR
American
17/01/2020
3.85 EUR
Common
Put Option
Writing
100
80 EUR
American
17/01/2020
7.4 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:
12 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
200
78 EUR
American
20/12/2019
Common
Call Option
Written
-300
78 EUR
American
17/01/2020
Common
Call Option
Written
-100
88 EUR
American
17/01/2020
Common
Call Option
Purchased
100
68 EUR
American
17/01/2020
Common
Put Option
Written
400
74 EUR
American
20/12/2019
Common
Call Option
Written
-400
74 EUR
American
20/12/2019
Common
Put Option
Purchased
-13300
68 EUR
American
20/12/2019
Common
Call Option
Written
-900
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
-100
84 EUR
American
17/01/2020
Common
Call Option
Written
-4900
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-700
70 EUR
American
20/12/2019
Common
Put Option
Purchased
-100
74 EUR
American
17/01/2020
Common
Put Option
Purchased
-200
84 EUR
American
17/01/2020
Common
Put Option
Purchased
-19800
64 EUR
American
20/12/2019
Common
Put Option
Purchased
-5900
64 EUR
American
17/01/2020
Common
Call Option
Written
-1200
84 EUR
American
20/12/2019
Common
Put Option
Purchased
-3500
68 EUR
American
17/01/2020
Common
Call Option
Written
-500
76 EUR
American
20/12/2019
Common
Put Option
Purchased
-1500
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
-2300
80 EUR
American
20/12/2019
Common
Call Option
Written
-600
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
72100
74 EUR
American
15/11/2019
Common
Put Option
Purchased
-8300
74 EUR
American
15/11/2019
Common
Put Option
Purchased
-1600
78 EUR
American
15/11/2019
Common
Call Option
Purchased
5000
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
8800
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
-4900
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.ENDRETUURURKSAAAAA
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