REG - Citadel Group 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
18 October, 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:
24,668
0.04
647,609
1.06
(2) Cash-settled derivatives:
64,216
0.10
57,255
0.09
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
21,600
0.04
33,100
0.05
TOTAL:
110,484
0.18
737,964
1.21
Class of relevant security:
Convertible Bond ISIN XS1940192039
Interests
Short Positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
53,100,000
21.24
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:
53,100,000
21.24
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
77
73.2 EUR
Common Stock
Purchase
132
73.2 EUR
Common Stock
Purchase
167
73.25 EUR
Common Stock
Purchase
170
73.25 EUR
Common Stock
Purchase
820
73.3 EUR
Common Stock
Purchase
312
73.35 EUR
Common Stock
Purchase
1,311
73.35 EUR
Common Stock
Purchase
179
73.4 EUR
Common Stock
Purchase
388
73.4 EUR
Common Stock
Purchase
8
73.45 EUR
Common Stock
Purchase
35
73.55 EUR
Common Stock
Purchase
64
73.6 EUR
Common Stock
Purchase
77
73.6 EUR
Common Stock
Purchase
400
73.65 EUR
Common Stock
Purchase
457
73.7 EUR
Common Stock
Purchase
115
73.75 EUR
Common Stock
Purchase
793
73.8 EUR
Common Stock
Purchase
62
73.85 EUR
Common Stock
Purchase
1,158
73.85 EUR
Common Stock
Purchase
231
73.9 EUR
Common Stock
Purchase
678
73.95 EUR
Common Stock
Purchase
551
74 EUR
Common Stock
Purchase
779
74.05 EUR
Common Stock
Purchase
483
74.1 EUR
Common Stock
Purchase
1,965
74.1 EUR
Common Stock
Purchase
177
74.15 EUR
Common Stock
Purchase
1,861
74.15 EUR
Common Stock
Purchase
833
74.2 EUR
Common Stock
Purchase
2,857
74.2 EUR
Common Stock
Purchase
567
74.25 EUR
Common Stock
Purchase
2,463
74.25 EUR
Common Stock
Purchase
282
74.3 EUR
Common Stock
Purchase
2,141
74.3 EUR
Common Stock
Purchase
62
74.35 EUR
Common Stock
Purchase
715
74.35 EUR
Common Stock
Purchase
1,296
74.35 EUR
Common Stock
Purchase
5,623
74.35 EUR
Common Stock
Purchase
173
74.4 EUR
Common Stock
Purchase
402
74.4 EUR
Common Stock
Purchase
70
74.45 EUR
Common Stock
Purchase
72
74.475 EUR
Common Stock
Purchase
139
74.5 EUR
Common Stock
Purchase
54
74.525 EUR
Common Stock
Sale
-223
73.25 EUR
Common Stock
Sale
-130
73.25 EUR
Common Stock
Sale
-1,835
73.3 EUR
Common Stock
Sale
-427
73.3 EUR
Common Stock
Sale
-229
73.325 EUR
Common Stock
Sale
-1,160
73.35 EUR
Common Stock
Sale
-873
73.35 EUR
Common Stock
Sale
-973
73.4 EUR
Common Stock
Sale
-677
73.4 EUR
Common Stock
Sale
-502
73.425 EUR
Common Stock
Sale
-241
73.45 EUR
Common Stock
Sale
-234
73.45 EUR
Common Stock
Sale
-166
73.5 EUR
Common Stock
Sale
-133
73.55 EUR
Common Stock
Sale
-56
73.6 EUR
Common Stock
Sale
-8
73.6 EUR
Common Stock
Sale
-220
73.75 EUR
Common Stock
Sale
-6
73.75 EUR
Common Stock
Sale
-117
73.8 EUR
Common Stock
Sale
-42
73.8 EUR
Common Stock
Sale
-763
73.85 EUR
Common Stock
Sale
-64
73.85 EUR
Common Stock
Sale
-997
73.9 EUR
Common Stock
Sale
-342
73.95 EUR
Common Stock
Sale
-670
74 EUR
Common Stock
Sale
-92
74 EUR
Common Stock
Sale
-1,546
74.05 EUR
Common Stock
Sale
-98
74.05 EUR
Common Stock
Sale
-5,180
74.1 EUR
Common Stock
Sale
-209
74.125 EUR
Common Stock
Sale
-3,571
74.15 EUR
Common Stock
Sale
-188
74.15 EUR
Common Stock
Sale
-1,071
74.175 EUR
Common Stock
Sale
-5,904
74.2 EUR
Common Stock
Sale
-776
74.2 EUR
Common Stock
Sale
-1,378
74.25 EUR
Common Stock
Sale
-730
74.25 EUR
Common Stock
Sale
-950
74.3 EUR
Common Stock
Sale
-230
74.3 EUR
Common Stock
Sale
-549
74.35 EUR
Common Stock
Sale
-31
74.35 EUR
Common Stock
Sale
-1,353
74.4 EUR
Common Stock
Sale
-159
74.4 EUR
Common Stock
Sale
-192
74.45 EUR
Common Stock
Sale
-266
74.5 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
-6,769
74.35 EUR
Common Stock
CFD
Increasing long position
6,769
74.35 EUR
Common Stock
CFD
Increasing short position
-5,623
74.35 EUR
Common Stock
CFD
Increasing short position
-1,296
74.35 EUR
Common Stock
CFD
Opening/Closing a position
1,109
73.471731 EUR
Common Stock
CFD
Opening/Closing a position
449
73.548664 EUR
Common Stock
CFD
Opening/Closing a position
-1,558
73.793701 EUR
Common Stock
CFD
Reducing long position
-905
73.45 EUR
Common Stock
CFD
Reducing long position
-4,034
73.554797 EUR
Common Stock
CFD
Reducing long position
-3,366
73.748164 EUR
Common Stock
CFD
Reducing long position
-1,299
73.793701 EUR
Common Stock
CFD
Reducing long position
-984
73.793701 EUR
Common Stock
CFD
Reducing long position
-148
73.793701 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
1,000
74 EUR
American
18/10/2019
0.28 EUR
Common
Call Option
Purchasing
100
80 EUR
American
15/11/2019
0.3 EUR
Common
Call Option
Purchasing
1,400
74 EUR
American
18/10/2019
0.3 EUR
Common
Call Option
Purchasing
900
74 EUR
American
18/10/2019
0.55 EUR
Common
Put Option
Purchasing
-200
70 EUR
American
15/11/2019
0.75 EUR
Common
Put Option
Purchasing
-500
74 EUR
American
15/11/2019
2.37 EUR
Common
Call Option
Purchasing
100
72 EUR
American
15/11/2019
2.88 EUR
Common
Put Option
Purchasing
-200
76 EUR
American
15/11/2019
3 EUR
Common
Put Option
Purchasing
-300
76 EUR
American
15/11/2019
3.2 EUR
Common
Call Option
Purchasing
2,500
72 EUR
American
15/11/2019
3.4 EUR
Common
Put Option
Purchasing
-1,000
78 EUR
American
15/11/2019
4.6 EUR
Common
Put Option
Purchasing
-100
78 EUR
American
15/11/2019
5.05 EUR
Common
Put Option
Purchasing
-200
78 EUR
American
15/11/2019
5.4 EUR
Common
Put Option
Purchasing
-100
82 EUR
American
15/11/2019
8 EUR
Common
Call Option
Writing
-100
74 EUR
American
18/10/2019
0.34 EUR
Common
Put Option
Writing
500
80 EUR
American
18/10/2019
6.8 EUR
(ii) Exercise
Class of relevant security
ISIN
NL0012015705
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
Common
Call Option
Exercise
-1,800
64 EUR
Common
Put Option
Exercise
200
74 EUR
Common
Put Option
Exercise
800
80 EUR
Common
Put Option
Exercise
1,000
82 EUR
Common
Put Option
Exercise
600
84 EUR
Common
Put Option
Exercise
2,500
86 EUR
Common
Put Option
Exercise
100
100 EUR
Common
Call Option
Exercised against
1,800
70 EUR
Common
Call Option
Exercised against
9,200
72 EUR
Common
Put Option
Exercised against
-600
76 EUR
(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 October, 2019
Contact name:
Pauline Rogers
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
Purchased
300
70 EUR
American
15/11/2019
Common
Put Option
Purchased
-5700
70 EUR
American
15/11/2019
Common
Call Option
Purchased
100
60 EUR
American
15/11/2019
Common
Call Option
Purchased
1100
74 EUR
American
15/11/2019
Common
Put Option
Purchased
-1800
74 EUR
American
15/11/2019
Common
Put Option
Purchased
-1400
78 EUR
American
15/11/2019
Common
Call Option
Purchased
1900
64 EUR
American
15/11/2019
Common
Put Option
Purchased
-5900
64 EUR
American
15/11/2019
Common
Call Option
Purchased
2200
78 EUR
American
15/11/2019
Common
Call Option
Written
-400
90 EUR
American
15/11/2019
Common
Call Option
Written
-400
86 EUR
American
15/11/2019
Common
Put Option
Purchased
-100
86 EUR
American
15/11/2019
Common
Call Option
Purchased
6500
72 EUR
American
15/11/2019
Common
Put Option
Purchased
-100
88 EUR
American
15/11/2019
Common
Call Option
Purchased
4000
76 EUR
American
15/11/2019
Common
Call Option
Written
-1000
84 EUR
American
15/11/2019
Common
Call Option
Purchased
100
92 EUR
American
15/11/2019
Common
Put Option
Purchased
-2300
84 EUR
American
15/11/2019
Common
Put Option
Purchased
-3800
68 EUR
American
15/11/2019
Common
Call Option
Purchased
4300
80 EUR
American
15/11/2019
Common
Put Option
Purchased
-2000
80 EUR
American
15/11/2019
Common
Put Option
Purchased
-5200
72 EUR
American
15/11/2019
Common
Call Option
Written
-100
88 EUR
American
15/11/2019
Common
Put Option
Purchased
-200
82 EUR
American
15/11/2019
Common
Put Option
Purchased
-2700
76 EUR
American
15/11/2019
Common
Call Option
Purchased
1100
96 EUR
American
15/11/2019
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.ENDRETUARRRKBARUAA
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