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
24 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:
34,000,000
13.60
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:
34,000,000
13.60
0
0.00
Class of relevant security:
Common Stock ISIN NL0012015705
Interests
Short Positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
15,763
0.03
328,155
0.54
(2) Cash-settled derivatives:
50,996
0.08
19,646
0.03
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
61,300
0.10
73,000
0.12
TOTAL:
128,059
0.21
420,801
0.69
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
117
79.15 EUR
Common Stock
Purchase
2,983
79.2 EUR
Common Stock
Purchase
10
79.25 EUR
Common Stock
Purchase
132
79.3 EUR
Common Stock
Purchase
120
79.35 EUR
Common Stock
Purchase
158
79.35 EUR
Common Stock
Purchase
961
79.4 EUR
Common Stock
Purchase
2,171
79.4 EUR
Common Stock
Purchase
617
79.45 EUR
Common Stock
Purchase
1,023
79.45 EUR
Common Stock
Purchase
519
79.5 EUR
Common Stock
Purchase
1,104
79.5 EUR
Common Stock
Purchase
686
79.55 EUR
Common Stock
Purchase
214
79.6 EUR
Common Stock
Purchase
300
79.65 EUR
Common Stock
Sale
-148
79.2 EUR
Common Stock
Sale
-210
79.25 EUR
Common Stock
Sale
-149
79.25 EUR
Common Stock
Sale
-280
79.3 EUR
Common Stock
Sale
-700
79.35 EUR
Common Stock
Sale
-614
79.4 EUR
Common Stock
Sale
-2,440
79.45 EUR
Common Stock
Sale
-286
79.45 EUR
Common Stock
Sale
-1,892
79.5 EUR
Common Stock
Sale
-538
79.5 EUR
Common Stock
Sale
-1,481
79.55 EUR
Common Stock
Sale
-954
79.55 EUR
Common Stock
Sale
-60
79.6 EUR
Common Stock
Sale
-5
79.6 EUR
Common Stock
Sale
-182
79.65 EUR
(b) Cash-settled derivative transactions
Class of relevant security
ISIN
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
(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
-200
76 EUR
American
17/01/2020
1.4 EUR
Common
Put Option
Purchasing
-100
78 EUR
American
17/01/2020
2.1 EUR
Common
Put Option
Purchasing
-100
88 EUR
American
21/02/2020
10.35 EUR
Common
Call Option
Writing
-100
92 EUR
American
21/02/2020
0.95 EUR
Common
Call Option
Writing
-100
84 EUR
American
21/02/2020
2.7 EUR
Common
Call Option
Writing
-200
78 EUR
American
21/02/2020
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:
27 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
300
90 EUR
American
21/02/2020
Common
Call Option
Purchased
1100
90 EUR
American
17/01/2020
Common
Call Option
Purchased
200
100 EUR
American
17/01/2020
Common
Call Option
Purchased
500
86 EUR
American
21/02/2020
Common
Put Option
Written
2000
86 EUR
American
21/02/2020
Common
Put Option
Written
5100
78 EUR
American
21/02/2020
Common
Call Option
Written
-500
78 EUR
American
21/02/2020
Common
Call Option
Written
-600
88 EUR
American
21/02/2020
Common
Put Option
Purchased
-1000
88 EUR
American
21/02/2020
Common
Call Option
Purchased
19200
72 EUR
American
21/02/2020
Common
Call Option
Purchased
700
82 EUR
American
21/02/2020
Common
Put Option
Purchased
-1700
68 EUR
American
21/02/2020
Common
Put Option
Written
1800
82 EUR
American
21/02/2020
Common
Call Option
Purchased
3200
92 EUR
American
21/02/2020
Common
Call Option
Written
-900
96 EUR
American
21/02/2020
Common
Put Option
Written
4900
80 EUR
American
21/02/2020
Common
Put Option
Purchased
-5300
72 EUR
American
21/02/2020
Common
Put Option
Purchased
-500
76 EUR
American
21/02/2020
Common
Put Option
Purchased
-400
84 EUR
American
21/02/2020
Common
Call Option
Written
-2100
76 EUR
American
21/02/2020
Common
Call Option
Written
-3400
80 EUR
American
21/02/2020
Common
Call Option
Purchased
2100
84 EUR
American
21/02/2020
Common
Call Option
Purchased
400
86 EUR
American
17/01/2020
Common
Put Option
Purchased
-600
86 EUR
American
17/01/2020
Common
Call Option
Written
-1700
96 EUR
American
17/01/2020
Common
Call Option
Written
-2300
82 EUR
American
17/01/2020
Common
Put Option
Purchased
-2000
82 EUR
American
17/01/2020
Common
Call Option
Written
-900
92 EUR
American
17/01/2020
Common
Put Option
Purchased
-100
92 EUR
American
17/01/2020
Common
Put Option
Purchased
-700
78 EUR
American
17/01/2020
Common
Call Option
Written
-8300
78 EUR
American
17/01/2020
Common
Call Option
Purchased
6000
88 EUR
American
17/01/2020
Common
Call Option
Purchased
200
68 EUR
American
17/01/2020
Common
Call Option
Purchased
1500
74 EUR
American
17/01/2020
Common
Call Option
Purchased
400
84 EUR
American
17/01/2020
Common
Call Option
Written
-6800
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-1500
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-4400
74 EUR
American
17/01/2020
Common
Put Option
Purchased
-3100
84 EUR
American
17/01/2020
Common
Put Option
Purchased
-5900
64 EUR
American
17/01/2020
Common
Call Option
Purchased
200
70 EUR
American
17/01/2020
Common
Put Option
Purchased
-3900
68 EUR
American
17/01/2020
Common
Put Option
Purchased
-5800
72 EUR
American
17/01/2020
Common
Put Option
Written
10400
76 EUR
American
17/01/2020
Common
Call Option
Purchased
1100
72 EUR
American
17/01/2020
Common
Put Option
Purchased
-7700
70 EUR
American
17/01/2020
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.ENDRETUBVARKUAUUAA
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