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
03 January, 2020
(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:
29,500,000
11.80
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:
29,500,000
11.80
0
0.00
Class of relevant security:
Common Stock ISIN NL0012015705
Interests
Short Positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
26,895
0.04
282,979
0.46
(2) Cash-settled derivatives:
50,996
0.08
6,419
0.01
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
67,300
0.11
71,000
0.12
TOTAL:
145,191
0.24
360,398
0.59
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
18
82.8 EUR
Common Stock
Purchase
119
82.85 EUR
Common Stock
Purchase
42
82.95 EUR
Common Stock
Purchase
14
83.05 EUR
Common Stock
Purchase
461
83.1 EUR
Common Stock
Purchase
1,334
83.15 EUR
Common Stock
Purchase
605
83.2 EUR
Common Stock
Purchase
667
83.25 EUR
Common Stock
Purchase
1,705
83.25 EUR
Common Stock
Purchase
20,424
83.25 EUR
Common Stock
Purchase
359
83.3 EUR
Common Stock
Purchase
2,293
83.3 EUR
Common Stock
Purchase
553
83.35 EUR
Common Stock
Purchase
706
83.35 EUR
Common Stock
Purchase
88
83.4 EUR
Common Stock
Purchase
1,656
83.4 EUR
Common Stock
Purchase
120
83.425 EUR
Common Stock
Purchase
20
83.45 EUR
Common Stock
Purchase
1,590
83.45 EUR
Common Stock
Purchase
217
83.4625 EUR
Common Stock
Purchase
336
83.5 EUR
Common Stock
Purchase
368
83.5 EUR
Common Stock
Purchase
171
83.55 EUR
Common Stock
Purchase
156
83.65 EUR
Common Stock
Purchase
283
83.7 EUR
Common Stock
Purchase
298
83.75 EUR
Common Stock
Purchase
928
83.8 EUR
Common Stock
Purchase
20
83.85 EUR
Common Stock
Purchase
636
83.9 EUR
Common Stock
Purchase
615
83.95 EUR
Common Stock
Purchase
127
83.9625 EUR
Common Stock
Purchase
536
84 EUR
Common Stock
Purchase
3,267
84 EUR
Common Stock
Purchase
844
84.05 EUR
Common Stock
Purchase
138
84.0625 EUR
Common Stock
Purchase
28
84.075 EUR
Common Stock
Purchase
243
84.1 EUR
Common Stock
Purchase
2,207
84.1 EUR
Common Stock
Purchase
1,232
84.15 EUR
Common Stock
Purchase
1,928
84.15 EUR
Common Stock
Purchase
710
84.2 EUR
Common Stock
Purchase
398
84.25 EUR
Common Stock
Purchase
120
84.3 EUR
Common Stock
Purchase
41
84.35 EUR
Common Stock
Purchase
289
84.35 EUR
Common Stock
Purchase
216
84.4 EUR
Common Stock
Purchase
742
84.45 EUR
Common Stock
Purchase
19
84.475 EUR
Common Stock
Purchase
228
84.5 EUR
Common Stock
Purchase
81
84.55 EUR
Common Stock
Purchase
269
84.6 EUR
Common Stock
Purchase
664
84.6 EUR
Common Stock
Purchase
125
84.65 EUR
Common Stock
Purchase
813
84.65 EUR
Common Stock
Purchase
1,499
84.6625 EUR
Common Stock
Purchase
349
84.675 EUR
Common Stock
Purchase
138
84.7 EUR
Common Stock
Purchase
1,239
84.7 EUR
Common Stock
Purchase
103
84.725 EUR
Common Stock
Purchase
200
84.75 EUR
Common Stock
Purchase
4,539
84.75 EUR
Common Stock
Purchase
293
84.775 EUR
Common Stock
Purchase
1,451
84.8 EUR
Common Stock
Purchase
1,974
84.8 EUR
Common Stock
Purchase
140
84.8125 EUR
Common Stock
Purchase
127
84.825 EUR
Common Stock
Purchase
897
84.85 EUR
Common Stock
Purchase
2,179
84.85 EUR
Common Stock
Purchase
553
84.9 EUR
Common Stock
Purchase
1,448
84.9 EUR
Common Stock
Purchase
512
84.95 EUR
Common Stock
Purchase
727
85 EUR
Common Stock
Purchase
319
85.05 EUR
Common Stock
Purchase
232
85.1 EUR
Common Stock
Purchase
548
85.15 EUR
Common Stock
Purchase
386
85.2 EUR
Common Stock
Purchase
215
85.25 EUR
Common Stock
Purchase
551
85.3 EUR
Common Stock
Purchase
87
85.325 EUR
Common Stock
Purchase
427
85.35 EUR
Common Stock
Purchase
62
85.375 EUR
Common Stock
Purchase
341
85.4 EUR
Common Stock
Purchase
1,497
85.4 EUR
Common Stock
Purchase
31
85.425 EUR
Common Stock
Purchase
1,517
85.45 EUR
Common Stock
Purchase
970
85.5 EUR
Common Stock
Purchase
1,071
85.55 EUR
Common Stock
Purchase
175
85.6 EUR
Common Stock
Sale
-50
82.8 EUR
Common Stock
Sale
-375
83.1 EUR
Common Stock
Sale
-1,481
83.15 EUR
Common Stock
Sale
-41
83.15 EUR
Common Stock
Sale
-259
83.175 EUR
Common Stock
Sale
-570
83.2 EUR
Common Stock
Sale
-71
83.2 EUR
Common Stock
Sale
-317
83.225 EUR
Common Stock
Sale
-2,188
83.25 EUR
Common Stock
Sale
-61
83.25 EUR
Common Stock
Sale
-24
83.275 EUR
Common Stock
Sale
-2,356
83.3 EUR
Common Stock
Sale
-155
83.3 EUR
Common Stock
Sale
-1,535
83.35 EUR
Common Stock
Sale
-118
83.35 EUR
Common Stock
Sale
-1,286
83.4 EUR
Common Stock
Sale
-115
83.45 EUR
Common Stock
Sale
-36
83.45 EUR
Common Stock
Sale
-70
83.5 EUR
Common Stock
Sale
-282
83.55 EUR
Common Stock
Sale
-67
83.8 EUR
Common Stock
Sale
-556
83.85 EUR
Common Stock
Sale
-714
83.9 EUR
Common Stock
Sale
-98
83.925 EUR
Common Stock
Sale
-968
83.95 EUR
Common Stock
Sale
-126
83.95 EUR
Common Stock
Sale
-1,524
84 EUR
Common Stock
Sale
-909
84 EUR
Common Stock
Sale
-632
84.05 EUR
Common Stock
Sale
-2,202
84.1 EUR
Common Stock
Sale
-131
84.1 EUR
Common Stock
Sale
-315
84.15 EUR
Common Stock
Sale
-203
84.15 EUR
Common Stock
Sale
-244
84.2 EUR
Common Stock
Sale
-133
84.2 EUR
Common Stock
Sale
-575
84.25 EUR
Common Stock
Sale
-365
84.3 EUR
Common Stock
Sale
-78
84.35 EUR
Common Stock
Sale
-86
84.4 EUR
Common Stock
Sale
-110
84.45 EUR
Common Stock
Sale
-150
84.5 EUR
Common Stock
Sale
-90
84.55 EUR
Common Stock
Sale
-2,017
84.6 EUR
Common Stock
Sale
-55
84.625 EUR
Common Stock
Sale
-1,301
84.65 EUR
Common Stock
Sale
-693
84.65 EUR
Common Stock
Sale
-54
84.675 EUR
Common Stock
Sale
-6,833
84.7 EUR
Common Stock
Sale
-356
84.7 EUR
Common Stock
Sale
-9,484
84.75 EUR
Common Stock
Sale
-419
84.75 EUR
Common Stock
Sale
-521
84.775 EUR
Common Stock
Sale
-1,833
84.7875 EUR
Common Stock
Sale
-5,177
84.8 EUR
Common Stock
Sale
-359
84.8 EUR
Common Stock
Sale
-2,458
84.85 EUR
Common Stock
Sale
-528
84.85 EUR
Common Stock
Sale
-908
84.8875 EUR
Common Stock
Sale
-1,081
84.9 EUR
Common Stock
Sale
-168
84.9 EUR
Common Stock
Sale
-167
84.95 EUR
Common Stock
Sale
-123
84.95 EUR
Common Stock
Sale
-466
85 EUR
Common Stock
Sale
-193
85 EUR
Common Stock
Sale
-210
85.1 EUR
Common Stock
Sale
-56
85.1 EUR
Common Stock
Sale
-487
85.15 EUR
Common Stock
Sale
-165
85.2 EUR
Common Stock
Sale
-70
85.3 EUR
Common Stock
Sale
-532
85.35 EUR
Common Stock
Sale
-70
85.35 EUR
Common Stock
Sale
-723
85.4 EUR
Common Stock
Sale
-2,544
85.45 EUR
Common Stock
Sale
-490
85.5 EUR
Common Stock
Sale
-325
85.55 EUR
Common Stock
Sale
-200
85.55 EUR
Common Stock
Sale
-60
85.6 EUR
Class of relevant security
ISIN XS1940192039
Purchase/sale
Number of securities
Price per unit
Convertible Bond
Sale
-2,000,000
138.875 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
Opening/Closing a position
-50
83.15 EUR
Common Stock
CFD
Opening/Closing a position
-4,008
83.843036 EUR
Common Stock
CFD
Opening/Closing a position
3,831
84.081797 EUR
Common Stock
CFD
Opening/Closing a position
1,320
84.312134 EUR
Common Stock
CFD
Opening/Closing a position
-1,093
84.900938 EUR
Common Stock
CFD
Reducing short position
2,093
84.312134 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
70 EUR
American
17/01/2020
0.05 EUR
Common
Put Option
Purchasing
-100
76 EUR
American
17/01/2020
0.3 EUR
Common
Call Option
Purchasing
100
92 EUR
American
17/01/2020
0.37 EUR
Common
Call Option
Purchasing
200
90 EUR
American
17/01/2020
0.75 EUR
Common
Put Option
Purchasing
-100
72 EUR
American
21/02/2020
0.8 EUR
Common
Put Option
Purchasing
-100
80 EUR
American
17/01/2020
0.9 EUR
Common
Call Option
Purchasing
300
90 EUR
American
17/01/2020
0.9 EUR
Common
Call Option
Purchasing
100
88 EUR
American
17/01/2020
1.1 EUR
Common
Call Option
Purchasing
1,000
96 EUR
American
21/02/2020
1.2 EUR
Common
Put Option
Purchasing
-100
80 EUR
American
17/01/2020
1.3 EUR
Common
Call Option
Purchasing
100
86 EUR
American
17/01/2020
1.9 EUR
Common
Call Option
Purchasing
100
90 EUR
American
21/02/2020
2.2 EUR
Common
Put Option
Purchasing
-300
84 EUR
American
17/01/2020
2.2 EUR
Common
Call Option
Purchasing
200
84 EUR
American
17/01/2020
2.45 EUR
Common
Call Option
Purchasing
100
82 EUR
American
17/01/2020
3 EUR
Common
Call Option
Purchasing
1,000
84 EUR
American
17/01/2020
3.3 EUR
Common
Call Option
Purchasing
100
88 EUR
American
21/02/2020
3.35 EUR
Common
Call Option
Purchasing
200
80 EUR
American
17/01/2020
4.35 EUR
Common
Call Option
Purchasing
300
80 EUR
American
17/01/2020
5.2 EUR
Common
Call Option
Purchasing
200
80 EUR
American
17/01/2020
5.5 EUR
Common
Call Option
Purchasing
100
78 EUR
American
17/01/2020
5.9 EUR
Common
Call Option
Purchasing
500
80 EUR
American
21/02/2020
6.5 EUR
Common
Call Option
Purchasing
200
78 EUR
American
17/01/2020
7.2 EUR
Common
Call Option
Purchasing
100
74 EUR
American
17/01/2020
10.3 EUR
Common
Call Option
Purchasing
100
72 EUR
American
21/02/2020
11.85 EUR
Common
Call Option
Writing
-500
96 EUR
American
21/02/2020
1.3 EUR
Common
Put Option
Writing
1,000
76 EUR
American
21/02/2020
1.8 EUR
Common
Put Option
Writing
100
82 EUR
American
21/02/2020
3.6 EUR
Common
Call Option
Writing
-100
76 EUR
American
21/02/2020
10.7 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:
06 January, 2020
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
600
90 EUR
American
21/02/2020
Common
Call Option
Purchased
4300
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
-1200
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
Written
-900
82 EUR
American
21/02/2020
Common
Put Option
Purchased
-1700
68 EUR
American
21/02/2020
Common
Put Option
Written
1900
82 EUR
American
21/02/2020
Common
Call Option
Purchased
3200
92 EUR
American
21/02/2020
Common
Call Option
Written
-400
96 EUR
American
21/02/2020
Common
Put Option
Written
4900
80 EUR
American
21/02/2020
Common
Put Option
Purchased
-5400
72 EUR
American
21/02/2020
Common
Put Option
Written
500
76 EUR
American
21/02/2020
Common
Put Option
Purchased
-400
84 EUR
American
21/02/2020
Common
Call Option
Written
-2200
76 EUR
American
21/02/2020
Common
Call Option
Written
-3700
80 EUR
American
21/02/2020
Common
Call Option
Purchased
1700
84 EUR
American
21/02/2020
Common
Call Option
Purchased
800
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
-2100
82 EUR
American
17/01/2020
Common
Put Option
Purchased
-2000
82 EUR
American
17/01/2020
Common
Call Option
Written
-700
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
-5000
78 EUR
American
17/01/2020
Common
Call Option
Purchased
7200
88 EUR
American
17/01/2020
Common
Call Option
Purchased
200
68 EUR
American
17/01/2020
Common
Call Option
Purchased
1800
74 EUR
American
17/01/2020
Common
Call Option
Purchased
2100
84 EUR
American
17/01/2020
Common
Call Option
Written
-5900
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-2700
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-4400
74 EUR
American
17/01/2020
Common
Put Option
Purchased
-3400
84 EUR
American
17/01/2020
Common
Put Option
Purchased
-5900
64 EUR
American
17/01/2020
Common
Call Option
Purchased
400
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
9600
76 EUR
American
17/01/2020
Common
Call Option
Purchased
1100
72 EUR
American
17/01/2020
Common
Put Option
Purchased
-7800
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.ENDRETUNOORRVUARAR
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