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
12 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:
195,138
0.32
270,528
0.44
(2) Cash-settled derivatives:
21,679
0.04
52,620
0.09
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
100,300
0.16
116,600
0.19
TOTAL:
317,117
0.52
439,748
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
145
74.15 EUR
Common Stock
Purchase
17
74.2 EUR
Common Stock
Purchase
41
74.2 EUR
Common Stock
Purchase
44
74.25 EUR
Common Stock
Purchase
835
74.3 EUR
Common Stock
Purchase
97
74.35 EUR
Common Stock
Purchase
75
74.4 EUR
Common Stock
Purchase
1,544
74.45 EUR
Common Stock
Purchase
70
74.55 EUR
Common Stock
Purchase
50
74.6 EUR
Common Stock
Purchase
320
74.65 EUR
Common Stock
Purchase
1,809
74.65 EUR
Common Stock
Purchase
234
74.7 EUR
Common Stock
Purchase
3,842
74.7 EUR
Common Stock
Purchase
427
74.75 EUR
Common Stock
Purchase
6,708
74.75 EUR
Common Stock
Purchase
208
74.8 EUR
Common Stock
Purchase
5,943
74.8 EUR
Common Stock
Purchase
6,667
74.85 EUR
Common Stock
Purchase
25
74.9 EUR
Common Stock
Purchase
3,544
74.9 EUR
Common Stock
Purchase
3,103
74.95 EUR
Common Stock
Purchase
44
75 EUR
Common Stock
Purchase
759
75 EUR
Common Stock
Purchase
194
75.05 EUR
Common Stock
Purchase
2,106
75.05 EUR
Common Stock
Purchase
2,050
75.1 EUR
Common Stock
Purchase
2
75.15 EUR
Common Stock
Purchase
2,505
75.15 EUR
Common Stock
Purchase
224
75.2 EUR
Common Stock
Purchase
2,384
75.2 EUR
Common Stock
Purchase
257
75.25 EUR
Common Stock
Purchase
964
75.25 EUR
Common Stock
Purchase
605
75.3 EUR
Common Stock
Purchase
172
75.35 EUR
Common Stock
Purchase
561
75.35 EUR
Common Stock
Purchase
273
75.4 EUR
Common Stock
Purchase
542
75.4 EUR
Common Stock
Purchase
195
75.45 EUR
Common Stock
Purchase
2,437
75.5 EUR
Common Stock
Sale
-226
74.2 EUR
Common Stock
Sale
-92
74.25 EUR
Common Stock
Sale
-1,079
74.3 EUR
Common Stock
Sale
-320
74.35 EUR
Common Stock
Sale
-1,754
74.4 EUR
Common Stock
Sale
-1,050
74.45 EUR
Common Stock
Sale
-138
74.45 EUR
Common Stock
Sale
-265
74.4875 EUR
Common Stock
Sale
-1,041
74.5 EUR
Common Stock
Sale
-519
74.55 EUR
Common Stock
Sale
-70
74.6 EUR
Common Stock
Sale
-3,904
74.65 EUR
Common Stock
Sale
-76
74.65 EUR
Common Stock
Sale
-70
74.675 EUR
Common Stock
Sale
-4,880
74.7 EUR
Common Stock
Sale
-160
74.725 EUR
Common Stock
Sale
-7,226
74.75 EUR
Common Stock
Sale
-3,164
74.8 EUR
Common Stock
Sale
-54
74.8 EUR
Common Stock
Sale
-172
74.825 EUR
Common Stock
Sale
-3,256
74.85 EUR
Common Stock
Sale
-99
74.875 EUR
Common Stock
Sale
-1,658
74.9 EUR
Common Stock
Sale
-71
74.9 EUR
Common Stock
Sale
-2,263
74.95 EUR
Common Stock
Sale
-298
74.975 EUR
Common Stock
Sale
-2,297
75 EUR
Common Stock
Sale
-1,411
75.025 EUR
Common Stock
Sale
-1,967
75.0489 EUR
Common Stock
Sale
-3,795
75.05 EUR
Common Stock
Sale
-12
75.05 EUR
Common Stock
Sale
-1,515
75.1 EUR
Common Stock
Sale
-56
75.125 EUR
Common Stock
Sale
-2,884
75.15 EUR
Common Stock
Sale
-4,247
75.2 EUR
Common Stock
Sale
-441
75.2 EUR
Common Stock
Sale
-1,257
75.25 EUR
Common Stock
Sale
-1,510
75.3 EUR
Common Stock
Sale
-16
75.325 EUR
Common Stock
Sale
-294
75.35 EUR
Common Stock
Sale
-174
75.4 EUR
Common Stock
Sale
-82
75.45 EUR
Common Stock
Sale
-2
75.5 EUR
Common Stock
Sale
-276
75.55 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
878
74.87427 EUR
Common Stock
CFD
Opening/Closing a position
-836
74.908852 EUR
Common Stock
CFD
Opening/Closing a position
-42
75.3 EUR
Common Stock
CFD
Reducing short position
650
74.87427 EUR
Common Stock
CFD
Reducing short position
3,555
74.966491 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
-1,000
74 EUR
American
15/11/2019
0.36 EUR
Common
Put Option
Purchasing
-100
74 EUR
American
15/11/2019
0.65 EUR
Common
Put Option
Purchasing
-100
70 EUR
American
20/12/2019
1 EUR
Common
Call Option
Purchasing
200
74 EUR
American
15/11/2019
1.15 EUR
Common
Put Option
Purchasing
-100
76 EUR
American
15/11/2019
1.35 EUR
Common
Call Option
Writing
-200
74 EUR
American
15/11/2019
1.35 EUR
Common
Call Option
Writing
-500
74 EUR
American
15/11/2019
1.65 EUR
Common
Call Option
Writing
-200
76 EUR
American
17/01/2020
3.15 EUR
Common
Call Option
Writing
-100
72 EUR
American
20/12/2019
4.29 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:
13 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
-800
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
Call Option
Written
-100
72 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
-800
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
71600
74 EUR
American
15/11/2019
Common
Put Option
Purchased
-9400
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
-3500
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.ENDRETUOARRKUAAAAA
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