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
25 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:
234,747
0.38
283,686
0.46
(2) Cash-settled derivatives:
34,901
0.06
0
0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
15,200
0.02
81,900
0.13
TOTAL:
284,848
0.47
365,586
0.60
Class of relevant security:
Convertible Bond ISIN XS1940192039
Interests
Short Positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
48,000,000
19.20
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:
48,000,000
19.20
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
75
81.9 EUR
Common Stock
Purchase
152
81.9 EUR
Common Stock
Purchase
38
81.95 EUR
Common Stock
Purchase
194
81.95 EUR
Common Stock
Purchase
159
82 EUR
Common Stock
Purchase
2,404
82 EUR
Common Stock
Purchase
55
82.025 EUR
Common Stock
Purchase
257
82.05 EUR
Common Stock
Purchase
911
82.05 EUR
Common Stock
Purchase
192
82.06 EUR
Common Stock
Purchase
133
82.075 EUR
Common Stock
Purchase
627
82.1 EUR
Common Stock
Purchase
3,070
82.1 EUR
Common Stock
Purchase
131
82.12 EUR
Common Stock
Purchase
199
82.125 EUR
Common Stock
Purchase
359
82.15 EUR
Common Stock
Purchase
2,337
82.15 EUR
Common Stock
Purchase
1,739
82.2 EUR
Common Stock
Purchase
44
82.25 EUR
Common Stock
Purchase
2,347
82.25 EUR
Common Stock
Purchase
159
82.26 EUR
Common Stock
Purchase
46
82.275 EUR
Common Stock
Purchase
517
82.3 EUR
Common Stock
Purchase
2,490
82.3 EUR
Common Stock
Purchase
612
82.35 EUR
Common Stock
Purchase
493
82.4 EUR
Common Stock
Purchase
236
82.45 EUR
Common Stock
Purchase
737
82.5 EUR
Common Stock
Purchase
981
82.55 EUR
Common Stock
Purchase
271
82.6 EUR
Common Stock
Purchase
158
82.61 EUR
Common Stock
Purchase
55
82.625 EUR
Common Stock
Purchase
117
82.65 EUR
Common Stock
Purchase
3,561
82.7 EUR
Common Stock
Purchase
75
82.85 EUR
Common Stock
Sale
-2,197
81.95 EUR
Common Stock
Sale
-187
81.975 EUR
Common Stock
Sale
-4,625
82 EUR
Common Stock
Sale
-19
82 EUR
Common Stock
Sale
-2,436
82.05 EUR
Common Stock
Sale
-476
82.05 EUR
Common Stock
Sale
-20
82.0725 EUR
Common Stock
Sale
-1,176
82.086139 EUR
Common Stock
Sale
-544
82.087316 EUR
Common Stock
Sale
-135
82.087778 EUR
Common Stock
Sale
-283
82.087986 EUR
Common Stock
Sale
-3,929
82.1 EUR
Common Stock
Sale
-1,272
82.1 EUR
Common Stock
Sale
-1,548
82.15 EUR
Common Stock
Sale
-37
82.15 EUR
Common Stock
Sale
-483
82.160248 EUR
Common Stock
Sale
-1,089
82.16506 EUR
Common Stock
Sale
-2,033
82.165814 EUR
Common Stock
Sale
-4,531
82.166851 EUR
Common Stock
Sale
-105
82.171429 EUR
Common Stock
Sale
-385
82.175 EUR
Common Stock
Sale
-232
82.1875 EUR
Common Stock
Sale
-2,006
82.2 EUR
Common Stock
Sale
-611
82.2 EUR
Common Stock
Sale
-3,684
82.25 EUR
Common Stock
Sale
-667
82.25 EUR
Common Stock
Sale
-3,305
82.3 EUR
Common Stock
Sale
-358
82.3 EUR
Common Stock
Sale
-674
82.35 EUR
Common Stock
Sale
-79
82.4 EUR
Common Stock
Sale
-266
82.45 EUR
Common Stock
Sale
-1,118
82.5 EUR
Common Stock
Sale
-923
82.55 EUR
Common Stock
Sale
-41
82.55659 EUR
Common Stock
Sale
-210
82.585242 EUR
Common Stock
Sale
-472
82.590463 EUR
Common Stock
Sale
-118
82.593084 EUR
Common Stock
Sale
-293
82.6 EUR
Common Stock
Sale
-40
82.65 EUR
Common Stock
Sale
-12
82.654125 EUR
Common Stock
Sale
-7
82.674129 EUR
Common Stock
Sale
-660
82.7 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
3,208
82.321632 EUR
Common Stock
CFD
Opening/Closing a position
-322
82.042857 EUR
Common Stock
CFD
Opening/Closing a position
-1,231
82.108266 EUR
Common Stock
CFD
Opening/Closing a position
1,207
82.252838 EUR
Common Stock
CFD
Opening/Closing a position
346
82.321632 EUR
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security
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
(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:
26 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
-400
86 EUR
American
17/01/2020
Common
Call Option
Written
-100
96 EUR
American
17/01/2020
Common
Call Option
Written
-3400
82 EUR
American
17/01/2020
Common
Put Option
Purchased
-2000
82 EUR
American
20/12/2019
Common
Call Option
Purchased
900
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
-5600
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
-3200
78 EUR
American
17/01/2020
Common
Call Option
Purchased
300
88 EUR
American
20/12/2019
Common
Call Option
Purchased
900
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
-400
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
2500
84 EUR
American
17/01/2020
Common
Call Option
Written
-6500
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
-2000
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
4700
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
-1200
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.ENDRETUNOARKKAAUAA
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