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
04 December, 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:
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
Class of relevant security:
Common Stock ISIN NL0012015705
Interests
Short Positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
181,219
0.30
283,686
0.46
(2) Cash-settled derivatives:
21,679
0.04
995
0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
14,800
0.02
90,600
0.15
TOTAL:
217,698
0.36
375,281
0.61
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
123
82.7 EUR
Common Stock
Purchase
165
82.75 EUR
Common Stock
Purchase
116
82.8 EUR
Common Stock
Purchase
406
82.8 EUR
Common Stock
Purchase
45
82.85 EUR
Common Stock
Purchase
376
82.85 EUR
Common Stock
Purchase
273
82.9 EUR
Common Stock
Purchase
577
82.9 EUR
Common Stock
Purchase
220
82.95 EUR
Common Stock
Purchase
898
82.95 EUR
Common Stock
Purchase
62
83 EUR
Common Stock
Purchase
390
83 EUR
Common Stock
Purchase
51
83.05 EUR
Common Stock
Purchase
997
83.05 EUR
Common Stock
Purchase
167
83.075 EUR
Common Stock
Purchase
369
83.1 EUR
Common Stock
Purchase
107
83.15 EUR
Common Stock
Purchase
385
83.15 EUR
Common Stock
Purchase
151
83.2 EUR
Common Stock
Purchase
168
83.2 EUR
Common Stock
Purchase
233
83.25 EUR
Common Stock
Purchase
44
83.35 EUR
Common Stock
Purchase
220
83.4 EUR
Common Stock
Purchase
246
83.4 EUR
Common Stock
Purchase
14
83.45 EUR
Common Stock
Purchase
360
83.45 EUR
Common Stock
Purchase
20
83.5 EUR
Common Stock
Purchase
509
83.5 EUR
Common Stock
Purchase
58
83.55 EUR
Common Stock
Purchase
180
83.6 EUR
Common Stock
Purchase
300
83.625 EUR
Common Stock
Purchase
267
83.65 EUR
Common Stock
Purchase
1,468
83.65 EUR
Common Stock
Purchase
52
83.7 EUR
Common Stock
Purchase
685
83.7 EUR
Common Stock
Purchase
59
83.75 EUR
Common Stock
Purchase
668
83.75 EUR
Common Stock
Purchase
332
83.8 EUR
Common Stock
Purchase
1,122
83.8 EUR
Common Stock
Purchase
99
83.85 EUR
Common Stock
Purchase
1,440
83.85 EUR
Common Stock
Purchase
216
83.9 EUR
Common Stock
Purchase
745
83.9 EUR
Common Stock
Purchase
23
83.95 EUR
Common Stock
Purchase
1,514
83.95 EUR
Common Stock
Purchase
2,300
84 EUR
Common Stock
Purchase
516
84.025 EUR
Common Stock
Purchase
1,168
84.05 EUR
Common Stock
Purchase
67
84.1 EUR
Common Stock
Purchase
995
84.1 EUR
Common Stock
Sale
-582
82.8 EUR
Common Stock
Sale
-68
82.825 EUR
Common Stock
Sale
-148
82.85 EUR
Common Stock
Sale
-156
82.95 EUR
Common Stock
Sale
-30
82.95 EUR
Common Stock
Sale
-3,665
83 EUR
Common Stock
Sale
-185
83.05 EUR
Common Stock
Sale
-135
83.1 EUR
Common Stock
Sale
-185
83.15 EUR
Common Stock
Sale
-125
83.2 EUR
Common Stock
Sale
-170
83.25 EUR
Common Stock
Sale
-213
83.3 EUR
Common Stock
Sale
-340
83.35 EUR
Common Stock
Sale
-330
83.4 EUR
Common Stock
Sale
-1
83.4 EUR
Common Stock
Sale
-517
83.45 EUR
Common Stock
Sale
-91
83.5 EUR
Common Stock
Sale
-257
83.55 EUR
Common Stock
Sale
-171
83.55 EUR
Common Stock
Sale
-363
83.6 EUR
Common Stock
Sale
-304
83.65 EUR
Common Stock
Sale
-1,591
83.7 EUR
Common Stock
Sale
-64
83.7 EUR
Common Stock
Sale
-130
83.725 EUR
Common Stock
Sale
-779
83.75 EUR
Common Stock
Sale
-184
83.75 EUR
Common Stock
Sale
-139
83.775 EUR
Common Stock
Sale
-1,530
83.8 EUR
Common Stock
Sale
-151
83.825 EUR
Common Stock
Sale
-260
83.85 EUR
Common Stock
Sale
-259
83.85 EUR
Common Stock
Sale
-1,068
83.9 EUR
Common Stock
Sale
-40
83.9 EUR
Common Stock
Sale
-2,580
83.95 EUR
Common Stock
Sale
-338
83.95 EUR
Common Stock
Sale
-1,123
84 EUR
Common Stock
Sale
-138
84 EUR
Common Stock
Sale
-970
84.1 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
Closing long position
-2,123
83.460684 EUR
Common Stock
CFD
Closing long position
-963
83.460684 EUR
Common Stock
CFD
Closing long position
-919
83.572111 EUR
Common Stock
CFD
Closing long position
-671
83.637519 EUR
Common Stock
CFD
Closing long position
-465
83.736693 EUR
Common Stock
CFD
Closing long position
-197
83.736693 EUR
Common Stock
CFD
Increasing long position
137
83.231022 EUR
Common Stock
CFD
Increasing long position
826
84.00681 EUR
Common Stock
CFD
Opening short position
-995
83.736693 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
Writing
1,000
60 EUR
American
17/01/2020
0.19 EUR
Common
Call Option
Writing
-1,500
96 EUR
American
17/01/2020
0.45 EUR
Common
Call Option
Writing
-100
96 EUR
American
17/01/2020
0.48 EUR
Common
Call Option
Writing
-100
88 EUR
American
20/12/2019
0.6 EUR
Common
Call Option
Writing
-1,000
92 EUR
American
17/01/2020
0.75 EUR
Common
Call Option
Writing
-100
86 EUR
American
20/12/2019
0.85 EUR
Common
Call Option
Writing
-400
86 EUR
American
20/12/2019
1.05 EUR
Common
Put Option
Writing
100
78 EUR
American
17/01/2020
1.4 EUR
Common
Put Option
Writing
100
80 EUR
American
17/01/2020
1.9 EUR
Common
Call Option
Writing
-100
92 EUR
American
21/02/2020
1.95 EUR
Common
Put Option
Writing
100
82 EUR
American
17/01/2020
2.55 EUR
Common
Call Option
Writing
-500
84 EUR
American
17/01/2020
2.95 EUR
Common
Call Option
Writing
-200
82 EUR
American
20/12/2019
3.15 EUR
Common
Call Option
Writing
-100
84 EUR
American
17/01/2020
3.25 EUR
Common
Put Option
Writing
100
84 EUR
American
17/01/2020
3.45 EUR
Common
Call Option
Writing
-200
80 EUR
American
21/02/2020
6.95 EUR
Common
Call Option
Writing
-500
80 EUR
American
21/02/2020
7 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:
05 December, 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
78 EUR
American
21/02/2020
Common
Call Option
Written
-1000
88 EUR
American
21/02/2020
Common
Call Option
Written
-100
72 EUR
American
21/02/2020
Common
Call Option
Written
-600
82 EUR
American
21/02/2020
Common
Put Option
Written
100
82 EUR
American
21/02/2020
Common
Call Option
Written
-200
92 EUR
American
21/02/2020
Common
Call Option
Written
-1600
80 EUR
American
21/02/2020
Common
Call Option
Written
-500
86 EUR
American
17/01/2020
Common
Call Option
Written
-1700
96 EUR
American
17/01/2020
Common
Call Option
Written
-900
86 EUR
American
20/12/2019
Common
Call Option
Written
-4000
82 EUR
American
17/01/2020
Common
Put Option
Written
100
82 EUR
American
17/01/2020
Common
Put Option
Purchased
-1800
82 EUR
American
20/12/2019
Common
Call Option
Purchased
500
82 EUR
American
20/12/2019
Common
Call Option
Written
-2100
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
-6100
78 EUR
American
20/12/2019
Common
Call Option
Purchased
1000
78 EUR
American
20/12/2019
Common
Put Option
Purchased
-100
78 EUR
American
17/01/2020
Common
Call Option
Written
-3200
78 EUR
American
17/01/2020
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
-12900
68 EUR
American
20/12/2019
Common
Call Option
Written
-400
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
-800
72 EUR
American
20/12/2019
Common
Call Option
Written
-600
84 EUR
American
17/01/2020
Common
Call Option
Written
-6700
80 EUR
American
17/01/2020
Common
Put Option
Written
100
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
-2200
84 EUR
American
17/01/2020
Common
Put Option
Purchased
-19200
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
1200
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.ENDRETUVAARKOAURAA
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