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
09 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:
40,000,000
16.00
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:
40,000,000
16.00
0
0.00
Class of relevant security:
Common Stock ISIN NL0012015705
Interests
Short Positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
198,027
0.32
333,883
0.55
(2) Cash-settled derivatives:
21,679
0.04
3,654
0.01
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
17,800
0.03
93,800
0.15
TOTAL:
237,506
0.39
431,337
0.70
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
147
83.8 EUR
Common Stock
Purchase
96
83.9 EUR
Common Stock
Purchase
227
83.95 EUR
Common Stock
Purchase
58
84 EUR
Common Stock
Purchase
588
84.05 EUR
Common Stock
Purchase
3,487
84.1 EUR
Common Stock
Purchase
119
84.15 EUR
Common Stock
Purchase
287
84.2 EUR
Common Stock
Purchase
876
84.25 EUR
Common Stock
Purchase
60
84.3 EUR
Common Stock
Purchase
79
84.35 EUR
Common Stock
Purchase
17
84.4 EUR
Common Stock
Purchase
406
84.45 EUR
Common Stock
Purchase
173
84.5 EUR
Common Stock
Purchase
325
84.525 EUR
Common Stock
Purchase
374
84.55 EUR
Common Stock
Purchase
142
84.6 EUR
Common Stock
Purchase
1,046
84.65 EUR
Common Stock
Purchase
951
84.7 EUR
Common Stock
Purchase
715
84.75 EUR
Common Stock
Purchase
266
84.8 EUR
Common Stock
Purchase
2,275
84.85 EUR
Common Stock
Purchase
650
84.9 EUR
Common Stock
Purchase
927
84.95 EUR
Common Stock
Purchase
1,950
85 EUR
Common Stock
Purchase
3,276
85.05 EUR
Common Stock
Purchase
994
85.1 EUR
Common Stock
Purchase
228
85.15 EUR
Common Stock
Purchase
7
85.2 EUR
Common Stock
Purchase
185
85.25 EUR
Common Stock
Purchase
53
85.3 EUR
Common Stock
Purchase
202
85.35 EUR
Common Stock
Purchase
10
85.4 EUR
Common Stock
Purchase
68
85.45 EUR
Common Stock
Purchase
128
85.475 EUR
Common Stock
Purchase
64
85.6 EUR
Common Stock
Purchase
151
85.65 EUR
Common Stock
Purchase
72
85.7 EUR
Common Stock
Purchase
59
85.825 EUR
Common Stock
Purchase
121
85.85 EUR
Common Stock
Purchase
57
85.9 EUR
Common Stock
Purchase
30
85.95 EUR
Common Stock
Purchase
22
86.175 EUR
Common Stock
Purchase
66
86.2 EUR
Common Stock
Purchase
160
86.3 EUR
Common Stock
Purchase
60
86.4 EUR
Common Stock
Purchase
86,300
86.5 EUR
Common Stock
Purchase
36
86.55 EUR
Common Stock
Purchase
24
86.6 EUR
Common Stock
Purchase
511
86.65 EUR
Common Stock
Purchase
2
86.7 EUR
Common Stock
Purchase
76
86.75 EUR
Common Stock
Sale
-50
83.85 EUR
Common Stock
Sale
-135
83.9 EUR
Common Stock
Sale
-50
83.95 EUR
Common Stock
Sale
-1,747
84 EUR
Common Stock
Sale
-140
84.05 EUR
Common Stock
Sale
-165
84.1 EUR
Common Stock
Sale
-480
84.15 EUR
Common Stock
Sale
-47
84.2 EUR
Common Stock
Sale
-1,283
84.25 EUR
Common Stock
Sale
-1,316
84.3 EUR
Common Stock
Sale
-552
84.35 EUR
Common Stock
Sale
-154
84.4 EUR
Common Stock
Sale
-113
84.45 EUR
Common Stock
Sale
-1,836
84.5 EUR
Common Stock
Sale
-267
84.55 EUR
Common Stock
Sale
-357
84.6 EUR
Common Stock
Sale
-896
84.65 EUR
Common Stock
Sale
-270
84.65 EUR
Common Stock
Sale
-705
84.669716 EUR
Common Stock
Sale
-953
84.669858 EUR
Common Stock
Sale
-887
84.7 EUR
Common Stock
Sale
-654
84.75 EUR
Common Stock
Sale
-229
84.75 EUR
Common Stock
Sale
-376
84.8 EUR
Common Stock
Sale
-215
84.841395 EUR
Common Stock
Sale
-860
84.842209 EUR
Common Stock
Sale
-1,160
84.85 EUR
Common Stock
Sale
-6,854
84.879698 EUR
Common Stock
Sale
-1,684
84.879721 EUR
Common Stock
Sale
-17,875
84.889775 EUR
Common Stock
Sale
-586
84.9 EUR
Common Stock
Sale
-130
84.95 EUR
Common Stock
Sale
-126
84.975 EUR
Common Stock
Sale
-814
85 EUR
Common Stock
Sale
-742
85.05 EUR
Common Stock
Sale
-3,114
85.1 EUR
Common Stock
Sale
-1,214
85.15 EUR
Common Stock
Sale
-1,452
85.2 EUR
Common Stock
Sale
-75
85.25 EUR
Common Stock
Sale
-603
85.3 EUR
Common Stock
Sale
-180
85.35 EUR
Common Stock
Sale
-249
85.4 EUR
Common Stock
Sale
-222
85.45 EUR
Common Stock
Sale
-200
85.5 EUR
Common Stock
Sale
-75
85.6 EUR
Common Stock
Sale
-400
85.65 EUR
Common Stock
Sale
-53
85.7 EUR
Common Stock
Sale
-48
85.75 EUR
Common Stock
Sale
-47
85.8 EUR
Common Stock
Sale
-166
85.85 EUR
Common Stock
Sale
-310
85.9 EUR
Common Stock
Sale
-19
85.95 EUR
Common Stock
Sale
-60
86.2 EUR
Common Stock
Sale
-6
86.3 EUR
Common Stock
Sale
-125
86.4 EUR
Common Stock
Sale
-83
86.45 EUR
Common Stock
Sale
-188
86.5 EUR
Common Stock
Sale
-437
86.55 EUR
Common Stock
Sale
-13
86.6 EUR
Class of relevant security
ISIN XS1940192039
Purchase/sale
Number of securities
Price per unit
Convertible Bond
Sale
-8,000,000
142.375 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
Closing long position
-1,996
84.872627 EUR
Common Stock
CFD
Opening short position
-911
84.825181 EUR
Common Stock
CFD
Opening short position
-143
84.872627 EUR
Common Stock
CFD
Opening short position
-911
84.918952 EUR
Common Stock
CFD
Opening short position
-1,689
84.971294 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
80 EUR
American
20/12/2019
0.32 EUR
Common
Put Option
Purchasing
-200
80 EUR
American
20/12/2019
0.42 EUR
Common
Put Option
Purchasing
-500
80 EUR
American
20/12/2019
0.45 EUR
Common
Call Option
Purchasing
100
88 EUR
American
20/12/2019
0.65 EUR
Common
Call Option
Purchasing
200
92 EUR
American
21/02/2020
1.85 EUR
Common
Call Option
Purchasing
100
84 EUR
American
20/12/2019
2.25 EUR
Common
Call Option
Purchasing
1,000
92 EUR
American
21/02/2020
2.4 EUR
Common
Call Option
Purchasing
100
86 EUR
American
17/01/2020
2.45 EUR
Common
Put Option
Purchasing
-100
86 EUR
American
21/02/2020
5.5 EUR
Common
Put Option
Purchasing
-100
86 EUR
American
21/02/2020
5.85 EUR
Common
Put Option
Writing
1,000
84 EUR
American
20/12/2019
1.5 EUR
Common
Call Option
Writing
-200
84 EUR
American
20/12/2019
1.95 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:
10 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
86 EUR
American
21/02/2020
Common
Put Option
Purchased
-200
86 EUR
American
21/02/2020
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
Purchased
2300
92 EUR
American
21/02/2020
Common
Call Option
Written
-3000
96 EUR
American
21/02/2020
Common
Call Option
Written
-1600
80 EUR
American
21/02/2020
Common
Call Option
Written
-100
84 EUR
American
21/02/2020
Common
Call Option
Written
-400
86 EUR
American
17/01/2020
Common
Call Option
Written
-1700
96 EUR
American
17/01/2020
Common
Call Option
Written
-1000
86 EUR
American
20/12/2019
Common
Call Option
Written
-4100
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
-1600
92 EUR
American
17/01/2020
Common
Put Option
Purchased
-100
92 EUR
American
17/01/2020
Common
Call Option
Purchased
600
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
Put Option
Purchased
-400
88 EUR
American
20/12/2019
Common
Call Option
Purchased
700
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
-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
-3400
80 EUR
American
20/12/2019
Common
Put Option
Purchased
-800
72 EUR
American
20/12/2019
Common
Call Option
Written
-800
84 EUR
American
17/01/2020
Common
Call Option
Written
-6800
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
-2100
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
4400
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
Written
100
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.ENDRETURSKRKKAUARA
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