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
20 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:
287,141
0.47
313,891
0.51
(2) Cash-settled derivatives:
58,769
0.10
0
0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
17,200
0.03
78,200
0.13
TOTAL:
363,110
0.59
392,091
0.64
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
40
82.6 EUR
Common Stock
Purchase
864
82.6 EUR
Common Stock
Purchase
80
82.65 EUR
Common Stock
Purchase
175
82.65 EUR
Common Stock
Purchase
60
82.7 EUR
Common Stock
Purchase
314
82.75 EUR
Common Stock
Purchase
252
82.8 EUR
Common Stock
Purchase
100
82.85 EUR
Common Stock
Purchase
664
82.85 EUR
Common Stock
Purchase
1,508
82.875 EUR
Common Stock
Purchase
164
82.9 EUR
Common Stock
Purchase
278
82.9 EUR
Common Stock
Purchase
571
82.95 EUR
Common Stock
Purchase
1,268
82.95 EUR
Common Stock
Purchase
559
82.96 EUR
Common Stock
Purchase
4,062
83 EUR
Common Stock
Purchase
209
83.01 EUR
Common Stock
Purchase
298
83.05 EUR
Common Stock
Purchase
68
83.1 EUR
Common Stock
Purchase
8
83.15 EUR
Common Stock
Purchase
587
83.2 EUR
Common Stock
Purchase
152
83.25 EUR
Common Stock
Purchase
597
83.3 EUR
Common Stock
Purchase
139
83.35 EUR
Common Stock
Purchase
7,767
83.35 EUR
Common Stock
Purchase
722
83.4 EUR
Common Stock
Purchase
2,026
83.4 EUR
Common Stock
Purchase
59
83.45 EUR
Common Stock
Purchase
1,761
83.45 EUR
Common Stock
Purchase
235
83.5 EUR
Common Stock
Purchase
2,293
83.5 EUR
Common Stock
Purchase
2,212
83.55 EUR
Common Stock
Purchase
8,378
83.6 EUR
Common Stock
Purchase
1,397
83.65 EUR
Common Stock
Purchase
1,435
83.7 EUR
Common Stock
Purchase
2,064
83.75 EUR
Common Stock
Purchase
479
83.8 EUR
Common Stock
Purchase
2,234
83.8 EUR
Common Stock
Purchase
102
83.825 EUR
Common Stock
Purchase
103
83.85 EUR
Common Stock
Purchase
666
83.85 EUR
Common Stock
Purchase
206
83.9 EUR
Common Stock
Purchase
422
83.9 EUR
Common Stock
Purchase
349
83.95 EUR
Common Stock
Purchase
1,486
83.95 EUR
Common Stock
Purchase
1,585
84 EUR
Common Stock
Purchase
867
84.05 EUR
Common Stock
Purchase
980
84.1 EUR
Common Stock
Purchase
1,203
84.15 EUR
Common Stock
Purchase
318
84.2 EUR
Common Stock
Purchase
231
84.25 EUR
Common Stock
Purchase
2,060
84.25 EUR
Common Stock
Purchase
60
84.3 EUR
Common Stock
Purchase
98
84.45 EUR
Common Stock
Purchase
238
84.5 EUR
Common Stock
Sale
-466
82.55 EUR
Common Stock
Sale
-50
82.55 EUR
Common Stock
Sale
-114
82.6 EUR
Common Stock
Sale
-274
82.65 EUR
Common Stock
Sale
-75
82.65 EUR
Common Stock
Sale
-65
82.7 EUR
Common Stock
Sale
-24
82.7 EUR
Common Stock
Sale
-74
82.75 EUR
Common Stock
Sale
-73
82.75 EUR
Common Stock
Sale
-139
82.8 EUR
Common Stock
Sale
-138
82.8 EUR
Common Stock
Sale
-7,500
82.85 EUR
Common Stock
Sale
-420
82.85 EUR
Common Stock
Sale
-320
82.85 EUR
Common Stock
Sale
-684
82.9 EUR
Common Stock
Sale
-3,150
82.95 EUR
Common Stock
Sale
-561
82.95 EUR
Common Stock
Sale
-2,856
83 EUR
Common Stock
Sale
-435
83 EUR
Common Stock
Sale
-454
83.05 EUR
Common Stock
Sale
-82
83.05 EUR
Common Stock
Sale
-200
83.1 EUR
Common Stock
Sale
-460
83.15 EUR
Common Stock
Sale
-14,297
83.155172 EUR
Common Stock
Sale
-812
83.2 EUR
Common Stock
Sale
-260
83.2 EUR
Common Stock
Sale
-982
83.25 EUR
Common Stock
Sale
-1,247
83.3 EUR
Common Stock
Sale
-1,245
83.35 EUR
Common Stock
Sale
-81
83.35 EUR
Common Stock
Sale
-674
83.4 EUR
Common Stock
Sale
-110
83.4 EUR
Common Stock
Sale
-1,776
83.45 EUR
Common Stock
Sale
-38
83.45 EUR
Common Stock
Sale
-152
83.475 EUR
Common Stock
Sale
-17,217
83.491434 EUR
Common Stock
Sale
-6,055
83.491434 EUR
Common Stock
Sale
-298
83.491434 EUR
Common Stock
Sale
-40,283
83.5 EUR
Common Stock
Sale
-2,382
83.5 EUR
Common Stock
Sale
-40
83.5 EUR
Common Stock
Sale
-2,786
83.55 EUR
Common Stock
Sale
-821
83.575 EUR
Common Stock
Sale
-2,092
83.6 EUR
Common Stock
Sale
-158
83.6 EUR
Common Stock
Sale
-2,387
83.65 EUR
Common Stock
Sale
-282
83.7 EUR
Common Stock
Sale
-110
83.75 EUR
Common Stock
Sale
-1,339
83.8 EUR
Common Stock
Sale
-364
83.8 EUR
Common Stock
Sale
-757
83.85 EUR
Common Stock
Sale
-43
83.85 EUR
Common Stock
Sale
-903
83.9 EUR
Common Stock
Sale
-171
83.9 EUR
Common Stock
Sale
-1,834
83.95 EUR
Common Stock
Sale
-32
83.95 EUR
Common Stock
Sale
-1,336
84 EUR
Common Stock
Sale
-629
84 EUR
Common Stock
Sale
-488
84.05 EUR
Common Stock
Sale
-147
84.05 EUR
Common Stock
Sale
-1,637
84.1 EUR
Common Stock
Sale
-617
84.15 EUR
Common Stock
Sale
-179
84.15 EUR
Common Stock
Sale
-311
84.2 EUR
Common Stock
Sale
-37
84.2 EUR
Common Stock
Sale
-110
84.25 EUR
Common Stock
Sale
-311
84.3 EUR
Common Stock
Sale
-137
84.3 EUR
Common Stock
Sale
-246
84.4 EUR
Common Stock
Sale
-480
84.45 EUR
Common Stock
Sale
-130
84.5 EUR
Common Stock
Sale
-1,368
84.55 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 long position
28,073
83.297639 EUR
Common Stock
CFD
Opening/Closing a position
3,087
83.297639 EUR
Common Stock
CFD
Opening/Closing a position
2,477
83.352745 EUR
Common Stock
CFD
Opening/Closing a position
-5,564
83.544032 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
Call Option
Purchasing
400
92 EUR
American
20/12/2019
0.35 EUR
Common
Put Option
Purchasing
-100
78 EUR
American
20/12/2019
0.71 EUR
Common
Put Option
Purchasing
-700
78 EUR
American
20/12/2019
0.8 EUR
Common
Put Option
Purchasing
-500
78 EUR
American
20/12/2019
0.9 EUR
Common
Call Option
Purchasing
100
88 EUR
American
20/12/2019
0.92 EUR
Common
Call Option
Purchasing
100
88 EUR
American
20/12/2019
0.95 EUR
Common
Call Option
Purchasing
100
88 EUR
American
20/12/2019
0.96 EUR
Common
Put Option
Purchasing
-600
74 EUR
American
17/01/2020
1.05 EUR
Common
Put Option
Purchasing
-100
80 EUR
American
20/12/2019
1.5 EUR
Common
Call Option
Purchasing
100
88 EUR
American
17/01/2020
1.85 EUR
Common
Call Option
Purchasing
2,100
84 EUR
American
20/12/2019
2.5 EUR
Common
Call Option
Purchasing
100
82 EUR
American
20/12/2019
3.25 EUR
Common
Put Option
Purchasing
-1,400
84 EUR
American
17/01/2020
3.8 EUR
Common
Call Option
Purchasing
300
80 EUR
American
20/12/2019
4.3 EUR
Common
Call Option
Purchasing
500
78 EUR
American
20/12/2019
6.6 EUR
Common
Call Option
Purchasing
100
76 EUR
American
20/12/2019
7.5 EUR
Common
Call Option
Writing
-100
96 EUR
American
17/01/2020
0.61 EUR
Common
Call Option
Writing
-200
84 EUR
American
17/01/2020
4.05 EUR
Common
Call Option
Writing
-1,400
80 EUR
American
20/12/2019
5.1 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:
21 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
Written
-100
96 EUR
American
17/01/2020
Common
Put Option
Purchased
-2000
82 EUR
American
20/12/2019
Common
Call Option
Purchased
1400
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
Call Option
Purchased
400
92 EUR
American
20/12/2019
Common
Put Option
Purchased
-4600
78 EUR
American
20/12/2019
Common
Call Option
Purchased
1000
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
900
88 EUR
American
20/12/2019
Common
Call Option
Purchased
1100
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
-2700
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
3300
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
-3900
74 EUR
American
17/01/2020
Common
Put Option
Purchased
-2100
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
4600
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
-300
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
1700
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.ENDRETUAAARKSAAUAA
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