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 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:
120,204
0.20
537,928
0.88
(2) Cash-settled derivatives:
71,927
0.12
41,654
0.07
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
22,700
0.04
97,900
0.16
TOTAL:
214,831
0.35
677,482
1.11
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
449
88.5 EUR
Common Stock
Purchase
43,200
88.5 EUR
Common Stock
Purchase
305
88.55 EUR
Common Stock
Purchase
102
88.6 EUR
Common Stock
Purchase
268
88.6 EUR
Common Stock
Purchase
160
88.65 EUR
Common Stock
Purchase
1,056
88.65 EUR
Common Stock
Purchase
45
88.7 EUR
Common Stock
Purchase
1,520
88.7 EUR
Common Stock
Purchase
118
88.75 EUR
Common Stock
Purchase
580
88.75 EUR
Common Stock
Purchase
163
88.8 EUR
Common Stock
Purchase
1,120
88.8 EUR
Common Stock
Purchase
879
88.85 EUR
Common Stock
Purchase
894
88.85 EUR
Common Stock
Purchase
43
88.875 EUR
Common Stock
Purchase
988
88.9 EUR
Common Stock
Purchase
1,481
88.9 EUR
Common Stock
Purchase
255
88.925 EUR
Common Stock
Purchase
1,153
88.95 EUR
Common Stock
Sale
-112
88.4 EUR
Common Stock
Sale
-158
88.45 EUR
Common Stock
Sale
-1,105
88.5 EUR
Common Stock
Sale
-290
88.5 EUR
Common Stock
Sale
-28,740
88.531315 EUR
Common Stock
Sale
-32,122
88.5451 EUR
Common Stock
Sale
-14,671
88.575 EUR
Common Stock
Sale
-2,139
88.6 EUR
Common Stock
Sale
-2,270
88.65 EUR
Common Stock
Sale
-597
88.693132 EUR
Common Stock
Sale
-1,304
88.7 EUR
Common Stock
Sale
-340
88.7 EUR
Common Stock
Sale
-772
88.75 EUR
Common Stock
Sale
-417
88.75 EUR
Common Stock
Sale
-2,162
88.8 EUR
Common Stock
Sale
-375
88.8 EUR
Common Stock
Sale
-5,149
88.806191 EUR
Common Stock
Sale
-933
88.85 EUR
Common Stock
Sale
-874
88.85 EUR
Common Stock
Sale
-1,398
88.9 EUR
Common Stock
Sale
-132
88.9 EUR
Common Stock
Sale
-496
88.95 EUR
Common Stock
Sale
-39
88.95 EUR
Common Stock
Sale
-1,174
89 EUR
Common Stock
Sale
-68
89 EUR
Common Stock
Sale
-47
89.05 EUR
Class of relevant security
ISIN XS1940192039
Purchase/sale
Number of securities
Price per unit
Convertible Bond
Sale
-4,000,000
144.25 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 short position
11,416
88.75 EUR
Common Stock
CFD
Increasing short position
-11,416
88.75 EUR
Common Stock
CFD
Opening/Closing a position
-2,662
88.734816 EUR
Common Stock
CFD
Opening/Closing a position
2,662
88.830235 EUR
Common Stock
CFD
Reducing short position
514
88.830235 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
100
100 EUR
American
17/01/2020
0.33 EUR
Common
Put Option
Purchasing
-100
86 EUR
American
17/01/2020
1.9 EUR
Common
Call Option
Purchasing
100
90 EUR
American
17/01/2020
2.25 EUR
Common
Call Option
Purchasing
100
90 EUR
American
17/01/2020
2.4 EUR
Common
Call Option
Writing
-1,000
92 EUR
American
20/12/2019
0.12 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:
19 December, 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
700
90 EUR
American
17/01/2020
Common
Call Option
Purchased
100
100 EUR
American
17/01/2020
Common
Call Option
Written
-700
90 EUR
American
20/12/2019
Common
Call Option
Written
-200
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
-1100
88 EUR
American
21/02/2020
Common
Put Option
Purchased
-800
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
Purchased
-500
68 EUR
American
21/02/2020
Common
Put Option
Written
100
82 EUR
American
21/02/2020
Common
Call Option
Purchased
3500
92 EUR
American
21/02/2020
Common
Call Option
Written
-1000
96 EUR
American
21/02/2020
Common
Call Option
Written
-1900
80 EUR
American
21/02/2020
Common
Call Option
Purchased
100
84 EUR
American
21/02/2020
Common
Call Option
Written
-100
86 EUR
American
17/01/2020
Common
Put Option
Purchased
-500
86 EUR
American
17/01/2020
Common
Put Option
Purchased
-200
86 EUR
American
20/12/2019
Common
Call Option
Written
-1700
96 EUR
American
17/01/2020
Common
Call Option
Purchased
1100
86 EUR
American
20/12/2019
Common
Call Option
Written
-3800
82 EUR
American
17/01/2020
Common
Put Option
Written
100
82 EUR
American
17/01/2020
Common
Put Option
Purchased
-1900
82 EUR
American
20/12/2019
Common
Call Option
Purchased
700
82 EUR
American
20/12/2019
Common
Call Option
Written
-1400
92 EUR
American
17/01/2020
Common
Put Option
Purchased
-100
92 EUR
American
17/01/2020
Common
Call Option
Written
-1500
92 EUR
American
20/12/2019
Common
Put Option
Purchased
-7200
78 EUR
American
20/12/2019
Common
Call Option
Purchased
1000
78 EUR
American
20/12/2019
Common
Put Option
Purchased
-600
78 EUR
American
17/01/2020
Common
Call Option
Written
-2300
78 EUR
American
17/01/2020
Common
Put Option
Purchased
-500
88 EUR
American
20/12/2019
Common
Call Option
Purchased
700
88 EUR
American
20/12/2019
Common
Call Option
Purchased
5500
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
-3600
80 EUR
American
20/12/2019
Common
Put Option
Purchased
-800
72 EUR
American
20/12/2019
Common
Call Option
Written
-700
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
-2600
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
5000
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
-200
84 EUR
American
20/12/2019
Common
Put Option
Purchased
-2600
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
-1900
70 EUR
American
17/01/2020
Common
Call Option
Purchased
1200
80 EUR
American
20/12/2019
Common
Call Option
Written
-900
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.ENDRETTLBJTMBBBBTL
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