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
18 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:
276,445
0.45
217,682
0.36
(2) Cash-settled derivatives:
21,679
0.04
40,108
0.07
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
6,800
0.01
69,900
0.11
TOTAL:
304,924
0.50
327,690
0.54
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
1,039
78.15 EUR
Common Stock
Purchase
1,458
78.2 EUR
Common Stock
Purchase
64
78.25 EUR
Common Stock
Purchase
716
78.25 EUR
Common Stock
Purchase
391
78.3 EUR
Common Stock
Purchase
835
78.35 EUR
Common Stock
Purchase
1,148
78.4 EUR
Common Stock
Purchase
1,675
78.4 EUR
Common Stock
Purchase
216
78.425 EUR
Common Stock
Purchase
3,019
78.45 EUR
Common Stock
Purchase
24
78.5 EUR
Common Stock
Purchase
3,088
78.5 EUR
Common Stock
Purchase
212
78.55 EUR
Common Stock
Purchase
1,720
78.55 EUR
Common Stock
Purchase
199
78.6 EUR
Common Stock
Purchase
2,344
78.6 EUR
Common Stock
Purchase
973
78.65 EUR
Common Stock
Purchase
15
78.7 EUR
Common Stock
Purchase
170
78.7 EUR
Common Stock
Purchase
537
78.75 EUR
Common Stock
Purchase
978
78.75 EUR
Common Stock
Purchase
121
78.8 EUR
Common Stock
Purchase
1,730
78.8 EUR
Common Stock
Purchase
48
78.85 EUR
Common Stock
Purchase
1,181
78.85 EUR
Common Stock
Purchase
861
78.9 EUR
Common Stock
Purchase
244
78.95 EUR
Common Stock
Purchase
272
78.95 EUR
Common Stock
Purchase
10
79 EUR
Common Stock
Purchase
122
79 EUR
Common Stock
Sale
-49
78.05 EUR
Common Stock
Sale
-356
78.1 EUR
Common Stock
Sale
-484
78.15 EUR
Common Stock
Sale
-120
78.15 EUR
Common Stock
Sale
-2,255
78.2 EUR
Common Stock
Sale
-256
78.225 EUR
Common Stock
Sale
-862
78.25 EUR
Common Stock
Sale
-952
78.3 EUR
Common Stock
Sale
-1,433
78.35 EUR
Common Stock
Sale
-198
78.35 EUR
Common Stock
Sale
-2,587
78.4 EUR
Common Stock
Sale
-464
78.4 EUR
Common Stock
Sale
-881
78.45 EUR
Common Stock
Sale
-42
78.45 EUR
Common Stock
Sale
-139
78.475 EUR
Common Stock
Sale
-2,467
78.5 EUR
Common Stock
Sale
-98
78.5 EUR
Common Stock
Sale
-1,232
78.55 EUR
Common Stock
Sale
-104
78.55 EUR
Common Stock
Sale
-6,183
78.6 EUR
Common Stock
Sale
-382
78.6 EUR
Common Stock
Sale
-11,550
78.60818 EUR
Common Stock
Sale
-1,177
78.65 EUR
Common Stock
Sale
-37
78.7 EUR
Common Stock
Sale
-16
78.7 EUR
Common Stock
Sale
-1,820
78.75 EUR
Common Stock
Sale
-199
78.8 EUR
Common Stock
Sale
-174
78.8 EUR
Common Stock
Sale
-1,733
78.85 EUR
Common Stock
Sale
-53
78.85 EUR
Common Stock
Sale
-178
78.875 EUR
Common Stock
Sale
-390
78.9 EUR
Common Stock
Sale
-20
78.9 EUR
Common Stock
Sale
-639
78.95 EUR
Common Stock
Sale
-527
78.95 EUR
Common Stock
Sale
-214
79 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
-2,716
78.371771 EUR
Common Stock
CFD
Opening/Closing a position
427
78.377728 EUR
Common Stock
CFD
Opening/Closing a position
2,289
78.599722 EUR
Common Stock
CFD
Reducing short position
5,503
78.599722 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
-200
68 EUR
American
17/01/2020
0.73 EUR
Common
Put Option
Purchasing
-200
68 EUR
American
17/01/2020
0.76 EUR
Common
Put Option
Purchasing
-200
70 EUR
American
17/01/2020
0.99 EUR
Common
Put Option
Purchasing
-100
74 EUR
American
20/12/2019
1.05 EUR
Common
Put Option
Purchasing
-200
70 EUR
American
17/01/2020
1.1 EUR
Common
Call Option
Purchasing
300
82 EUR
American
20/12/2019
1.15 EUR
Common
Call Option
Purchasing
200
82 EUR
American
20/12/2019
1.2 EUR
Common
Call Option
Purchasing
200
82 EUR
American
20/12/2019
1.25 EUR
Common
Put Option
Purchasing
-100
76 EUR
American
20/12/2019
1.5 EUR
Common
Put Option
Purchasing
-100
76 EUR
American
20/12/2019
1.55 EUR
Common
Put Option
Purchasing
-100
74 EUR
American
17/01/2020
1.78 EUR
Common
Call Option
Purchasing
200
80 EUR
American
20/12/2019
2 EUR
Common
Put Option
Purchasing
-200
78 EUR
American
20/12/2019
2.1 EUR
Common
Put Option
Purchasing
-200
80 EUR
American
20/12/2019
3 EUR
Common
Call Option
Purchasing
500
70 EUR
American
20/12/2019
8.6 EUR
Common
Call Option
Writing
-100
80 EUR
American
20/12/2019
1.95 EUR
Common
Call Option
Writing
-200
80 EUR
American
17/01/2020
2.95 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:
19 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
700
82 EUR
American
20/12/2019
Common
Put Option
Purchased
-400
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
200
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
-1700
76 EUR
American
20/12/2019
Common
Put Option
Purchased
-2400
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
-5600
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-1500
70 EUR
American
20/12/2019
Common
Put Option
Purchased
-200
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
500
70 EUR
American
20/12/2019
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
-3900
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
-900
70 EUR
American
17/01/2020
Common
Call Option
Purchased
2600
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.ENDRETUKSRRKOAAAAA
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