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
28 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:
204,360
0.33
283,686
0.46
(2) Cash-settled derivatives:
24,145
0.04
0
0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
16,400
0.03
85,200
0.14
TOTAL:
244,905
0.40
368,886
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
435
81.35 EUR
Common Stock
Purchase
530
81.4 EUR
Common Stock
Purchase
992
81.45 EUR
Common Stock
Purchase
140
81.5 EUR
Common Stock
Purchase
1,079
81.5 EUR
Common Stock
Purchase
15
81.55 EUR
Common Stock
Purchase
1,389
81.55 EUR
Common Stock
Purchase
134
81.575 EUR
Common Stock
Purchase
1,436
81.6 EUR
Common Stock
Purchase
1,793
81.6 EUR
Common Stock
Purchase
190
81.65 EUR
Common Stock
Purchase
2,314
81.65 EUR
Common Stock
Purchase
771
81.7 EUR
Common Stock
Purchase
19
81.75 EUR
Common Stock
Purchase
503
81.75 EUR
Common Stock
Purchase
2,741
81.8 EUR
Common Stock
Purchase
54
81.85 EUR
Common Stock
Purchase
666
81.85 EUR
Common Stock
Purchase
887
81.9 EUR
Common Stock
Purchase
1,622
81.95 EUR
Common Stock
Purchase
3,275
82 EUR
Common Stock
Purchase
226
82.05 EUR
Common Stock
Purchase
121
82.1 EUR
Common Stock
Purchase
166
82.15 EUR
Common Stock
Sale
-444
81.3 EUR
Common Stock
Sale
-365
81.35 EUR
Common Stock
Sale
-14
81.35 EUR
Common Stock
Sale
-174
81.375 EUR
Common Stock
Sale
-660
81.4 EUR
Common Stock
Sale
-39
81.4 EUR
Common Stock
Sale
-1,529
81.45 EUR
Common Stock
Sale
-263
81.45 EUR
Common Stock
Sale
-528
81.475 EUR
Common Stock
Sale
-3,068
81.5 EUR
Common Stock
Sale
-134
81.5 EUR
Common Stock
Sale
-2,946
81.55 EUR
Common Stock
Sale
-200
81.55 EUR
Common Stock
Sale
-240
81.553021 EUR
Common Stock
Sale
-440
81.553125 EUR
Common Stock
Sale
-1,819
81.554343 EUR
Common Stock
Sale
-921
81.554615 EUR
Common Stock
Sale
-747
81.575 EUR
Common Stock
Sale
-3,978
81.6 EUR
Common Stock
Sale
-146
81.6 EUR
Common Stock
Sale
-984
81.65 EUR
Common Stock
Sale
-115
81.65 EUR
Common Stock
Sale
-784
81.7 EUR
Common Stock
Sale
-544
81.730239 EUR
Common Stock
Sale
-281
81.741993 EUR
Common Stock
Sale
-2,187
81.742455 EUR
Common Stock
Sale
-1,088
81.745129 EUR
Common Stock
Sale
-352
81.75 EUR
Common Stock
Sale
-1,665
81.8 EUR
Common Stock
Sale
-200
81.8 EUR
Common Stock
Sale
-719
81.85 EUR
Common Stock
Sale
-75
81.875 EUR
Common Stock
Sale
-782
81.9 EUR
Common Stock
Sale
-3
81.9 EUR
Common Stock
Sale
-165
81.95 EUR
Common Stock
Sale
-1,021
82 EUR
Common Stock
Sale
-172
82.05 EUR
Common Stock
Sale
-399
82.1 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
-334
81.614822 EUR
Common Stock
CFD
Opening/Closing a position
334
81.978593 EUR
Common Stock
CFD
Reducing long position
-3,510
81.614822 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
Writing
-200
86 EUR
American
20/12/2019
0.7 EUR
Common
Call Option
Writing
-200
86 EUR
American
20/12/2019
0.9 EUR
Common
Call Option
Writing
-100
92 EUR
American
21/02/2020
1.45 EUR
Common
Call Option
Writing
-100
84 EUR
American
17/01/2020
2.3 EUR
Common
Call Option
Writing
-100
82 EUR
American
21/02/2020
4.45 EUR
Common
Call Option
Writing
-200
80 EUR
American
21/02/2020
5.5 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:
29 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
82 EUR
American
21/02/2020
Common
Put Option
Written
100
82 EUR
American
21/02/2020
Common
Call Option
Written
-100
92 EUR
American
21/02/2020
Common
Call Option
Written
-200
80 EUR
American
21/02/2020
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
-400
86 EUR
American
20/12/2019
Common
Call Option
Written
-3900
82 EUR
American
17/01/2020
Common
Put Option
Purchased
-1900
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
-6700
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
400
88 EUR
American
20/12/2019
Common
Call Option
Purchased
3900
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
-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
400
84 EUR
American
17/01/2020
Common
Call Option
Written
-6600
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
-2300
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
4800
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
-1000
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.ENDRETUKRARKVAAUAA
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