REG - Citadel Group Just Eat Plc Takeaway.com N.V. - Form 8.3 - Takeaway.com N.V.
RNS Number : 0568UCitadel Group20 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
19 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:
272,423
0.45
227,421
0.37
(2) Cash-settled derivatives:
30,696
0.05
0
0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
15,000
0.02
74,800
0.12
TOTAL:
318,119
0.52
302,221
0.49
Class of relevant security:
Convertible Bond ISIN XS1940192039
Interests
Short Positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
51,000,000
20.40
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:
51,000,000
20.40
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
335
80.2 EUR
Common Stock
Purchase
1,576
80.2 EUR
Common Stock
Purchase
149
80.25 EUR
Common Stock
Purchase
193
80.3 EUR
Common Stock
Purchase
248
80.4 EUR
Common Stock
Purchase
1,396
80.45 EUR
Common Stock
Purchase
33
80.8 EUR
Common Stock
Purchase
24
80.85 EUR
Common Stock
Purchase
200
80.9 EUR
Common Stock
Purchase
53
80.95 EUR
Common Stock
Purchase
60
81 EUR
Common Stock
Purchase
36
81.075 EUR
Common Stock
Purchase
886
81.1 EUR
Common Stock
Purchase
287
81.15 EUR
Common Stock
Purchase
568
81.2 EUR
Common Stock
Purchase
64
81.225 EUR
Common Stock
Purchase
778
81.25 EUR
Common Stock
Purchase
586
81.3 EUR
Common Stock
Purchase
124
81.35 EUR
Common Stock
Purchase
1,284
81.4 EUR
Common Stock
Purchase
59
81.425 EUR
Common Stock
Purchase
1,297
81.45 EUR
Common Stock
Purchase
1,545
81.5 EUR
Common Stock
Purchase
19,633
81.5 EUR
Common Stock
Purchase
317
81.55 EUR
Common Stock
Purchase
1,057
81.6 EUR
Common Stock
Purchase
363
81.65 EUR
Common Stock
Purchase
825
81.7 EUR
Common Stock
Purchase
607
81.75 EUR
Common Stock
Purchase
601
81.8 EUR
Common Stock
Purchase
38
81.85 EUR
Common Stock
Purchase
1,364
81.9 EUR
Common Stock
Purchase
407
81.95 EUR
Common Stock
Purchase
2,211
82 EUR
Common Stock
Purchase
481
82.05 EUR
Common Stock
Purchase
596
82.1 EUR
Common Stock
Purchase
2,815
82.15 EUR
Common Stock
Purchase
1,219
82.2 EUR
Common Stock
Purchase
700
82.25 EUR
Common Stock
Purchase
530
82.3 EUR
Common Stock
Purchase
215
82.35 EUR
Common Stock
Purchase
293
82.4 EUR
Common Stock
Purchase
141
82.45 EUR
Common Stock
Purchase
120
82.5 EUR
Common Stock
Purchase
54
82.55 EUR
Common Stock
Purchase
159
82.6 EUR
Common Stock
Purchase
586
82.65 EUR
Common Stock
Purchase
64
82.675 EUR
Common Stock
Purchase
386
82.7 EUR
Common Stock
Purchase
219
82.725 EUR
Common Stock
Purchase
584
82.75 EUR
Common Stock
Purchase
265
82.775 EUR
Common Stock
Purchase
485
82.8 EUR
Common Stock
Purchase
296
82.85 EUR
Common Stock
Purchase
731
82.9 EUR
Common Stock
Purchase
116
82.95 EUR
Common Stock
Purchase
95
83.05 EUR
Common Stock
Purchase
110
83.2 EUR
Common Stock
Purchase
411
83.25 EUR
Common Stock
Sale
-157
79.95 EUR
Common Stock
Sale
-45
80 EUR
Common Stock
Sale
-153
80.125 EUR
Common Stock
Sale
-84
80.95 EUR
Common Stock
Sale
-213
81 EUR
Common Stock
Sale
-303
81.025 EUR
Common Stock
Sale
-182
81.05 EUR
Common Stock
Sale
-372
81.1 EUR
Common Stock
Sale
-24
81.15 EUR
Common Stock
Sale
-254
81.2 EUR
Common Stock
Sale
-361
81.25 EUR
Common Stock
Sale
-668
81.3 EUR
Common Stock
Sale
-970
81.35 EUR
Common Stock
Sale
-1,078
81.4 EUR
Common Stock
Sale
-1,272
81.45 EUR
Common Stock
Sale
-1,975
81.5 EUR
Common Stock
Sale
-40
81.525 EUR
Common Stock
Sale
-1,311
81.55 EUR
Common Stock
Sale
-4,443
81.6 EUR
Common Stock
Sale
-1,342
81.65 EUR
Common Stock
Sale
-1,112
81.7 EUR
Common Stock
Sale
-750
81.75 EUR
Common Stock
Sale
-276
81.775 EUR
Common Stock
Sale
-1,677
81.8 EUR
Common Stock
Sale
-176
81.825 EUR
Common Stock
Sale
-347
81.85 EUR
Common Stock
Sale
-1,344
81.9 EUR
Common Stock
Sale
-59
82 EUR
Common Stock
Sale
-57
82.05 EUR
Common Stock
Sale
-674
82.1 EUR
Common Stock
Sale
-98
82.15 EUR
Common Stock
Sale
-272
82.2 EUR
Common Stock
Sale
-812
82.25 EUR
Common Stock
Sale
-166
82.3 EUR
Common Stock
Sale
-29,707
82.342512 EUR
Common Stock
Sale
-179
82.35 EUR
Common Stock
Sale
-23
82.45 EUR
Common Stock
Sale
-175
82.5 EUR
Common Stock
Sale
-541
82.55 EUR
Common Stock
Sale
-1,597
82.6 EUR
Common Stock
Sale
-110
82.65 EUR
Common Stock
Sale
-636
82.7 EUR
Common Stock
Sale
-776
82.75 EUR
Common Stock
Sale
-1,506
82.8 EUR
Common Stock
Sale
-86
82.85 EUR
Common Stock
Sale
-74
82.9 EUR
Common Stock
Sale
-116
82.95 EUR
Common Stock
Sale
-31
83 EUR
Common Stock
Sale
-17
83.05 EUR
Common Stock
Sale
-567
83.1 EUR
Common Stock
Sale
-976
83.15 EUR
Common Stock
Sale
-4,213
83.2 EUR
Common Stock
Sale
-239
83.25 EUR
Class of relevant security
ISIN XS1940192039
Purchase/sale
Number of securities
Price per unit
Convertible Bond
Sale
-2,100,000
137.375 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
422
80.971486 EUR
Common Stock
CFD
Increasing long position
8,595
81.678699 EUR
Common Stock
CFD
Opening/Closing a position
1,698
80.971486 EUR
Common Stock
CFD
Opening/Closing a position
-1,393
81.426996 EUR
Common Stock
CFD
Opening/Closing a position
-134
83.177985 EUR
Common Stock
CFD
Opening/Closing a position
-171
83.202778 EUR
Common Stock
CFD
Reducing short position
862
80.207715 EUR
Common Stock
CFD
Reducing short position
7,226
81.678699 EUR
Common Stock
CFD
Reducing short position
9,551
81.678699 EUR
Common Stock
CFD
Reducing short position
13,126
81.678699 EUR
Common Stock
CFD
Reducing short position
2,060
81.901627 EUR
Common Stock
CFD
Reducing short position
7,283
81.901627 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
-100
72 EUR
American
20/12/2019
0.35 EUR
Common
Call Option
Purchasing
200
88 EUR
American
20/12/2019
0.52 EUR
Common
Call Option
Purchasing
100
88 EUR
American
20/12/2019
0.53 EUR
Common
Call Option
Purchasing
100
88 EUR
American
20/12/2019
0.54 EUR
Common
Call Option
Purchasing
100
88 EUR
American
20/12/2019
0.64 EUR
Common
Put Option
Purchasing
-200
76 EUR
American
20/12/2019
0.76 EUR
Common
Call Option
Purchasing
100
88 EUR
American
20/12/2019
0.8 EUR
Common
Put Option
Purchasing
-100
76 EUR
American
20/12/2019
0.9 EUR
Common
Call Option
Purchasing
700
84 EUR
American
20/12/2019
1.14 EUR
Common
Call Option
Purchasing
2,000
84 EUR
American
20/12/2019
1.15 EUR
Common
Call Option
Purchasing
100
84 EUR
American
20/12/2019
1.25 EUR
Common
Put Option
Purchasing
-500
78 EUR
American
20/12/2019
1.25 EUR
Common
Put Option
Purchasing
-300
78 EUR
American
20/12/2019
1.26 EUR
Common
Put Option
Purchasing
-100
78 EUR
American
20/12/2019
1.3 EUR
Common
Put Option
Purchasing
-1,000
78 EUR
American
20/12/2019
1.35 EUR
Common
Call Option
Purchasing
1,000
84 EUR
American
20/12/2019
1.35 EUR
Common
Call Option
Purchasing
100
88 EUR
American
17/01/2020
1.38 EUR
Common
Call Option
Purchasing
1,000
84 EUR
American
20/12/2019
1.38 EUR
Common
Put Option
Purchasing
-1,000
78 EUR
American
20/12/2019
1.4 EUR
Common
Call Option
Purchasing
1,000
88 EUR
American
17/01/2020
1.45 EUR
Common
Call Option
Purchasing
1,100
84 EUR
American
20/12/2019
1.45 EUR
Common
Call Option
Purchasing
100
84 EUR
American
20/12/2019
1.5 EUR
Common
Put Option
Purchasing
-200
76 EUR
American
17/01/2020
1.55 EUR
Common
Put Option
Purchasing
-3,100
74 EUR
American
17/01/2020
1.55 EUR
Common
Call Option
Purchasing
200
82 EUR
American
20/12/2019
1.6 EUR
Common
Put Option
Purchasing
-100
80 EUR
American
20/12/2019
1.65 EUR
Common
Put Option
Purchasing
-200
76 EUR
American
17/01/2020
1.7 EUR
Common
Call Option
Purchasing
1,000
84 EUR
American
20/12/2019
1.7 EUR
Common
Call Option
Purchasing
2,500
84 EUR
American
17/01/2020
1.85 EUR
Common
Put Option
Purchasing
-100
80 EUR
American
20/12/2019
1.9 EUR
Common
Call Option
Purchasing
200
84 EUR
American
20/12/2019
1.9 EUR
Common
Call Option
Purchasing
100
84 EUR
American
20/12/2019
1.96 EUR
Common
Put Option
Purchasing
-200
78 EUR
American
17/01/2020
2.2 EUR
Common
Call Option
Purchasing
100
82 EUR
American
20/12/2019
2.36 EUR
Common
Call Option
Purchasing
100
82 EUR
American
20/12/2019
2.48 EUR
Common
Put Option
Purchasing
-1,000
82 EUR
American
20/12/2019
2.54 EUR
Common
Call Option
Purchasing
300
84 EUR
American
17/01/2020
2.55 EUR
Common
Put Option
Purchasing
-1,000
82 EUR
American
20/12/2019
2.64 EUR
Common
Call Option
Purchasing
200
82 EUR
American
20/12/2019
2.85 EUR
Common
Call Option
Purchasing
100
80 EUR
American
20/12/2019
3.26 EUR
Common
Put Option
Purchasing
-100
84 EUR
American
20/12/2019
3.3 EUR
Common
Put Option
Purchasing
-100
84 EUR
American
20/12/2019
3.6 EUR
Common
Put Option
Purchasing
-100
84 EUR
American
20/12/2019
3.9 EUR
Common
Put Option
Purchasing
-200
84 EUR
American
20/12/2019
4.1 EUR
Common
Put Option
Purchasing
-100
84 EUR
American
20/12/2019
4.15 EUR
Common
Call Option
Purchasing
100
80 EUR
American
20/12/2019
4.5 EUR
Common
Call Option
Purchasing
100
78 EUR
American
20/12/2019
4.9 EUR
Common
Call Option
Purchasing
100
78 EUR
American
20/12/2019
5 EUR
Common
Put Option
Purchasing
-100
84 EUR
American
17/01/2020
5 EUR
Common
Call Option
Purchasing
100
78 EUR
American
20/12/2019
5.75 EUR
Common
Call Option
Purchasing
200
76 EUR
American
17/01/2020
7 EUR
Common
Call Option
Purchasing
100
76 EUR
American
20/12/2019
7.1 EUR
Common
Call Option
Purchasing
100
74 EUR
American
20/12/2019
8.5 EUR
Common
Call Option
Purchasing
500
74 EUR
American
17/01/2020
8.5 EUR
Common
Call Option
Purchasing
100
74 EUR
American
17/01/2020
10.1 EUR
Common
Call Option
Purchasing
100
72 EUR
American
20/12/2019
10.35 EUR
Common
Put Option
Purchasing
-100
92 EUR
American
17/01/2020
11 EUR
Common
Call Option
Writing
-100
92 EUR
American
17/01/2020
0.8 EUR
Common
Call Option
Writing
-100
80 EUR
American
17/01/2020
4.5 EUR
Common
Call Option
Writing
-500
80 EUR
American
17/01/2020
4.55 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:
20 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
-2000
82 EUR
American
20/12/2019
Common
Call Option
Purchased
1300
82 EUR
American
20/12/2019
Common
Call Option
Written
-100
92 EUR
American
17/01/2020
Common
Put Option
Purchased
-100
92 EUR
American
17/01/2020
Common
Put Option
Purchased
-3300
78 EUR
American
20/12/2019
Common
Call Option
Purchased
500
78 EUR
American
20/12/2019
Common
Put Option
Purchased
-300
78 EUR
American
17/01/2020
Common
Call Option
Written
-3100
78 EUR
American
17/01/2020
Common
Call Option
Purchased
600
88 EUR
American
20/12/2019
Common
Call Option
Purchased
1000
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
1500
74 EUR
American
20/12/2019
Common
Put Option
Purchased
-13200
68 EUR
American
20/12/2019
Common
Call Option
Written
-300
74 EUR
American
17/01/2020
Common
Put Option
Purchased
-2000
76 EUR
American
20/12/2019
Common
Put Option
Purchased
-2600
80 EUR
American
20/12/2019
Common
Put Option
Purchased
-1000
60 EUR
American
17/01/2020
Common
Put Option
Purchased
-800
72 EUR
American
20/12/2019
Common
Call Option
Purchased
3500
84 EUR
American
17/01/2020
Common
Call Option
Written
-6200
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-1500
70 EUR
American
20/12/2019
Common
Put Option
Purchased
-3300
74 EUR
American
17/01/2020
Common
Put Option
Purchased
-700
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
Purchased
2500
84 EUR
American
20/12/2019
Common
Call Option
Purchased
100
72 EUR
American
20/12/2019
Common
Put Option
Purchased
-3900
68 EUR
American
17/01/2020
Common
Call Option
Written
-400
76 EUR
American
20/12/2019
Common
Put Option
Purchased
-900
84 EUR
American
20/12/2019
Common
Put Option
Purchased
-1600
72 EUR
American
17/01/2020
Common
Put Option
Purchased
-400
76 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
2800
80 EUR
American
20/12/2019
Common
Call Option
Written
-500
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.ENDRETURARRKAAAUAA
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