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
15 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:
280,710
0.46
207,086
0.34
(2) Cash-settled derivatives:
21,679
0.04
45,611
0.07
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
5,600
0.01
68,200
0.11
TOTAL:
307,989
0.50
320,897
0.52
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
6
77.85 EUR
Common Stock
Purchase
477
77.9 EUR
Common Stock
Purchase
357
77.95 EUR
Common Stock
Purchase
225
78 EUR
Common Stock
Purchase
737
78.05 EUR
Common Stock
Purchase
800
78.1 EUR
Common Stock
Purchase
863
78.15 EUR
Common Stock
Purchase
427
78.1637 EUR
Common Stock
Purchase
758
78.175 EUR
Common Stock
Purchase
1,512
78.2 EUR
Common Stock
Purchase
949
78.25 EUR
Common Stock
Purchase
190
78.3 EUR
Common Stock
Purchase
1,298
78.3 EUR
Common Stock
Purchase
732
78.35 EUR
Common Stock
Purchase
487
78.4 EUR
Common Stock
Purchase
7
78.45 EUR
Common Stock
Purchase
1,858
78.45 EUR
Common Stock
Purchase
2,950
78.478966 EUR
Common Stock
Purchase
718
78.5 EUR
Common Stock
Purchase
16,286
78.525 EUR
Common Stock
Purchase
323
78.55 EUR
Common Stock
Purchase
1,608
78.55 EUR
Common Stock
Purchase
7
78.6 EUR
Common Stock
Purchase
2,273
78.6 EUR
Common Stock
Purchase
2,153
78.625 EUR
Common Stock
Purchase
3,423
78.65 EUR
Common Stock
Purchase
227
78.6625 EUR
Common Stock
Purchase
233
78.7 EUR
Common Stock
Purchase
6,529
78.7 EUR
Common Stock
Purchase
462
78.75 EUR
Common Stock
Purchase
4,746
78.75 EUR
Common Stock
Purchase
300
78.8 EUR
Common Stock
Purchase
6,916
78.8 EUR
Common Stock
Purchase
695
78.85 EUR
Common Stock
Purchase
4,658
78.85 EUR
Common Stock
Purchase
70
78.9 EUR
Common Stock
Purchase
3,578
78.9 EUR
Common Stock
Purchase
190
78.925 EUR
Common Stock
Purchase
133
78.95 EUR
Common Stock
Purchase
2,279
78.95 EUR
Common Stock
Purchase
17
79 EUR
Common Stock
Purchase
1,740
79 EUR
Common Stock
Purchase
75
79.05 EUR
Common Stock
Purchase
423
79.05 EUR
Common Stock
Purchase
385
79.1 EUR
Common Stock
Sale
-91
77.9 EUR
Common Stock
Sale
-669
77.95 EUR
Common Stock
Sale
-478
77.975 EUR
Common Stock
Sale
-516
78 EUR
Common Stock
Sale
-634
78.05 EUR
Common Stock
Sale
-1,218
78.1 EUR
Common Stock
Sale
-1,426
78.15 EUR
Common Stock
Sale
-209
78.15 EUR
Common Stock
Sale
-169
78.2 EUR
Common Stock
Sale
-845
78.25 EUR
Common Stock
Sale
-887
78.3 EUR
Common Stock
Sale
-348
78.35 EUR
Common Stock
Sale
-1,055
78.4 EUR
Common Stock
Sale
-635
78.4 EUR
Common Stock
Sale
-1,883
78.45 EUR
Common Stock
Sale
-1,902
78.5 EUR
Common Stock
Sale
-2,916
78.55 EUR
Common Stock
Sale
-9
78.55 EUR
Common Stock
Sale
-3,792
78.6 EUR
Common Stock
Sale
-699
78.6 EUR
Common Stock
Sale
-5,965
78.65 EUR
Common Stock
Sale
-55
78.65 EUR
Common Stock
Sale
-7,043
78.7 EUR
Common Stock
Sale
-179
78.7 EUR
Common Stock
Sale
-2,493
78.75 EUR
Common Stock
Sale
-94
78.75 EUR
Common Stock
Sale
-1,325
78.8 EUR
Common Stock
Sale
-994
78.8 EUR
Common Stock
Sale
-1,847
78.85 EUR
Common Stock
Sale
-205
78.875 EUR
Common Stock
Sale
-1,034
78.9 EUR
Common Stock
Sale
-1,270
78.95 EUR
Common Stock
Sale
-160
79 EUR
Common Stock
Sale
-46
79.05 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
7,519
78.637298 EUR
Common Stock
CFD
Closing short position
1,628
78.683816 EUR
Common Stock
CFD
Opening/Closing a position
-257
78.514689 EUR
Common Stock
CFD
Opening/Closing a position
-339
78.580973 EUR
Common Stock
CFD
Opening/Closing a position
596
78.683816 EUR
Common Stock
CFD
Reducing short position
378
78.683816 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
-500
70 EUR
American
20/12/2019
0.45 EUR
Common
Put Option
Purchasing
-100
70 EUR
American
20/12/2019
0.47 EUR
Common
Call Option
Purchasing
100
84 EUR
American
20/12/2019
0.65 EUR
Common
Put Option
Purchasing
-200
72 EUR
American
20/12/2019
0.66 EUR
Common
Put Option
Purchasing
-100
72 EUR
American
20/12/2019
0.8 EUR
Common
Call Option
Purchasing
1,000
84 EUR
American
20/12/2019
0.9 EUR
Common
Put Option
Purchasing
-100
70 EUR
American
17/01/2020
1.07 EUR
Common
Put Option
Purchasing
-1,400
76 EUR
American
20/12/2019
1.5 EUR
Common
Put Option
Purchasing
-100
76 EUR
American
20/12/2019
1.6 EUR
Common
Call Option
Purchasing
3,000
80 EUR
American
20/12/2019
1.75 EUR
Common
Call Option
Purchasing
100
80 EUR
American
20/12/2019
1.84 EUR
Common
Call Option
Purchasing
100
80 EUR
American
20/12/2019
1.93 EUR
Common
Call Option
Purchasing
400
80 EUR
American
20/12/2019
1.95 EUR
Common
Call Option
Purchasing
500
80 EUR
American
20/12/2019
2 EUR
Common
Put Option
Purchasing
-100
78 EUR
American
20/12/2019
2.31 EUR
Common
Call Option
Purchasing
1,000
80 EUR
American
17/01/2020
3.1 EUR
Common
Call Option
Purchasing
100
76 EUR
American
17/01/2020
4.75 EUR
Common
Call Option
Purchasing
300
74 EUR
American
20/12/2019
5.8 EUR
Common
Call Option
Purchasing
100
68 EUR
American
17/01/2020
11.45 EUR
Common
Call Option
Writing
-500
80 EUR
American
15/11/2019
0.12 EUR
Common
Call Option
Writing
-100
78 EUR
American
15/11/2019
0.49 EUR
Common
Call Option
Writing
-1,100
78 EUR
American
17/01/2020
4 EUR
Common
Call Option
Writing
-200
78 EUR
American
17/01/2020
4.05 EUR
(ii) Exercise
Class of relevant security
ISIN
NL0012015705
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
Common
Call Option
Exercise
-600
60 EUR
Common
Call Option
Exercise
-5,000
64 EUR
Common
Call Option
Exercise
-900
68 EUR
Common
Call Option
Exercise
-800
70 EUR
Common
Call Option
Exercise
-7,800
72 EUR
Common
Call Option
Exercise
-72,200
74 EUR
Common
Call Option
Exercise
-7,900
76 EUR
Common
Put Option
Exercise
2,000
80 EUR
Common
Put Option
Exercise
200
82 EUR
Common
Put Option
Exercise
2,300
84 EUR
Common
Put Option
Exercise
100
86 EUR
Common
Put Option
Exercise
100
88 EUR
Common
Call Option
Exercised against
6,200
78 EUR
(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:
18 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
Put Option
Purchased
-200
78 EUR
American
20/12/2019
Common
Call Option
Purchased
200
78 EUR
American
20/12/2019
Common
Put Option
Purchased
-100
78 EUR
American
17/01/2020
Common
Call Option
Written
-3100
78 EUR
American
17/01/2020
Common
Call Option
Written
-100
88 EUR
American
17/01/2020
Common
Call Option
Purchased
200
68 EUR
American
17/01/2020
Common
Put Option
Written
300
74 EUR
American
20/12/2019
Common
Call Option
Purchased
1400
74 EUR
American
20/12/2019
Common
Put Option
Purchased
-13200
68 EUR
American
20/12/2019
Common
Call Option
Written
-900
74 EUR
American
17/01/2020
Common
Put Option
Purchased
-1500
76 EUR
American
20/12/2019
Common
Put Option
Purchased
-2200
80 EUR
American
20/12/2019
Common
Put Option
Purchased
-1000
60 EUR
American
17/01/2020
Common
Put Option
Purchased
-700
72 EUR
American
20/12/2019
Common
Call Option
Purchased
700
84 EUR
American
17/01/2020
Common
Call Option
Written
-5400
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-1500
70 EUR
American
20/12/2019
Common
Put Option
Purchased
-100
74 EUR
American
17/01/2020
Common
Put Option
Purchased
-600
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
Purchased
200
70 EUR
American
17/01/2020
Common
Call Option
Written
-4800
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
-300
84 EUR
American
20/12/2019
Common
Put Option
Purchased
-1600
72 EUR
American
17/01/2020
Common
Call Option
Purchased
100
72 EUR
American
17/01/2020
Common
Put Option
Purchased
-500
70 EUR
American
17/01/2020
Common
Call Option
Purchased
2500
80 EUR
American
20/12/2019
Common
Call Option
Written
-700
76 EUR
American
17/01/2020
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.ENDRETUWVRRKAAAAAA
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