REG - Citadel Group Takeaway.com N.V. - Form 8.3 - Takeaway.com NV
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 HOLDING BV
(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
17 September, 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:
70,499
0.12
534,646
0.87
(2) Cash-settled derivatives:
48,169
0.08
46,019
0.08
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
13,100
0.02
66,800
0.11
TOTAL:
131,768
0.22
647,465
1.06
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
17
73.3 EUR
Common Stock
Purchase
190
73.35 EUR
Common Stock
Purchase
39
73.4 EUR
Common Stock
Purchase
117
73.45 EUR
Common Stock
Purchase
102
73.5 EUR
Common Stock
Purchase
294
73.55 EUR
Common Stock
Purchase
132
73.6 EUR
Common Stock
Purchase
1,267
73.65 EUR
Common Stock
Purchase
346
73.7 EUR
Common Stock
Purchase
238
73.75 EUR
Common Stock
Purchase
55
73.95 EUR
Common Stock
Purchase
38
74 EUR
Common Stock
Purchase
50
74 EUR
Common Stock
Purchase
42
74.05 EUR
Common Stock
Purchase
1,077
74.05 EUR
Common Stock
Purchase
232
74.1 EUR
Common Stock
Purchase
316
74.1 EUR
Common Stock
Purchase
42
74.15 EUR
Common Stock
Purchase
627
74.15 EUR
Common Stock
Purchase
279
74.2 EUR
Common Stock
Purchase
2,014
74.2 EUR
Common Stock
Purchase
597
74.25 EUR
Common Stock
Purchase
3,076
74.25 EUR
Common Stock
Purchase
2,636
74.3 EUR
Common Stock
Purchase
256
74.35 EUR
Common Stock
Purchase
2,834
74.35 EUR
Common Stock
Purchase
218
74.4 EUR
Common Stock
Purchase
3,911
74.4 EUR
Common Stock
Purchase
350
74.45 EUR
Common Stock
Purchase
1,872
74.45 EUR
Common Stock
Purchase
1,370
74.5 EUR
Common Stock
Purchase
523
74.55 EUR
Common Stock
Purchase
1,090
74.6 EUR
Common Stock
Purchase
1,222
74.62 EUR
Common Stock
Purchase
901
74.65 EUR
Common Stock
Purchase
221
74.7 EUR
Common Stock
Purchase
287
74.75 EUR
Common Stock
Purchase
1,684
74.75 EUR
Common Stock
Purchase
172
74.8 EUR
Common Stock
Purchase
264
74.8 EUR
Common Stock
Purchase
188
74.85 EUR
Common Stock
Purchase
273
74.85 EUR
Common Stock
Purchase
592
74.9 EUR
Common Stock
Purchase
2,227
74.9 EUR
Common Stock
Purchase
812
74.92 EUR
Common Stock
Purchase
2,272
74.95 EUR
Common Stock
Purchase
4
75 EUR
Common Stock
Purchase
2,192
75 EUR
Common Stock
Purchase
469
75.05 EUR
Common Stock
Purchase
221
75.1 EUR
Common Stock
Purchase
961
75.15 EUR
Common Stock
Purchase
83
75.2 EUR
Common Stock
Purchase
265
75.2 EUR
Common Stock
Purchase
235
75.25 EUR
Common Stock
Purchase
705
75.25 EUR
Common Stock
Purchase
961
75.3 EUR
Common Stock
Purchase
396
75.35 EUR
Common Stock
Purchase
5
75.4 EUR
Common Stock
Sale
-427
73.3 EUR
Common Stock
Sale
-1,141
73.35 EUR
Common Stock
Sale
-78
73.4 EUR
Common Stock
Sale
-209
73.45 EUR
Common Stock
Sale
-741
73.5 EUR
Common Stock
Sale
-239
73.55 EUR
Common Stock
Sale
-145
73.6 EUR
Common Stock
Sale
-572
73.65 EUR
Common Stock
Sale
-22
73.65 EUR
Common Stock
Sale
-181
73.7 EUR
Common Stock
Sale
-71
73.75 EUR
Common Stock
Sale
-236
73.8 EUR
Common Stock
Sale
-350
73.85 EUR
Common Stock
Sale
-365
73.9 EUR
Common Stock
Sale
-94
73.95 EUR
Common Stock
Sale
-137
74 EUR
Common Stock
Sale
-36
74 EUR
Common Stock
Sale
-327
74.05 EUR
Common Stock
Sale
-44
74.05 EUR
Common Stock
Sale
-123
74.1 EUR
Common Stock
Sale
-60
74.1 EUR
Common Stock
Sale
-436
74.15 EUR
Common Stock
Sale
-92
74.15 EUR
Common Stock
Sale
-120
74.175 EUR
Common Stock
Sale
-3,088
74.2 EUR
Common Stock
Sale
-461
74.2 EUR
Common Stock
Sale
-531
74.24049 EUR
Common Stock
Sale
-15
74.243333 EUR
Common Stock
Sale
-3,372
74.243416 EUR
Common Stock
Sale
-64
74.244531 EUR
Common Stock
Sale
-999
74.24482 EUR
Common Stock
Sale
-24
74.245833 EUR
Common Stock
Sale
-330
74.246061 EUR
Common Stock
Sale
-94
74.246277 EUR
Common Stock
Sale
-80
74.2475 EUR
Common Stock
Sale
-291
74.248196 EUR
Common Stock
Sale
-914
74.249426 EUR
Common Stock
Sale
-1,461
74.25 EUR
Common Stock
Sale
-84
74.25 EUR
Common Stock
Sale
-141
74.275 EUR
Common Stock
Sale
-124
74.275 EUR
Common Stock
Sale
-29
74.280172 EUR
Common Stock
Sale
-2,322
74.3 EUR
Common Stock
Sale
-323
74.3 EUR
Common Stock
Sale
-27
74.325 EUR
Common Stock
Sale
-67
74.325373 EUR
Common Stock
Sale
-359
74.325766 EUR
Common Stock
Sale
-2,100
74.326 EUR
Common Stock
Sale
-620
74.32621 EUR
Common Stock
Sale
-536
74.329851 EUR
Common Stock
Sale
-168
74.330357 EUR
Common Stock
Sale
-2,249
74.35 EUR
Common Stock
Sale
-263
74.35 EUR
Common Stock
Sale
-1
74.35 EUR
Common Stock
Sale
-32
74.375 EUR
Common Stock
Sale
-105
74.392143 EUR
Common Stock
Sale
-91
74.392582 EUR
Common Stock
Sale
-370
74.393378 EUR
Common Stock
Sale
-28
74.396429 EUR
Common Stock
Sale
-40
74.398125 EUR
Common Stock
Sale
-2,972
74.4 EUR
Common Stock
Sale
-181
74.4 EUR
Common Stock
Sale
-1,479
74.425 EUR
Common Stock
Sale
-352
74.425 EUR
Common Stock
Sale
-257
74.425 EUR
Common Stock
Sale
-71
74.425 EUR
Common Stock
Sale
-199
74.441206 EUR
Common Stock
Sale
-797
74.44931 EUR
Common Stock
Sale
-2,503
74.45 EUR
Common Stock
Sale
-253
74.45 EUR
Common Stock
Sale
-969
74.453251 EUR
Common Stock
Sale
-3,956
74.453469 EUR
Common Stock
Sale
-1,130
74.454292 EUR
Common Stock
Sale
-276
74.456069 EUR
Common Stock
Sale
-1,919
74.456813 EUR
Common Stock
Sale
-7,353
74.456912 EUR
Common Stock
Sale
-35,960
74.457111 EUR
Common Stock
Sale
-10,238
74.457133 EUR
Common Stock
Sale
-8,741
74.457142 EUR
Common Stock
Sale
-2,461
74.457233 EUR
Common Stock
Sale
-61
74.475 EUR
Common Stock
Sale
-516
74.5 EUR
Common Stock
Sale
-279
74.5 EUR
Common Stock
Sale
-70
74.501429 EUR
Common Stock
Sale
-283
74.501943 EUR
Common Stock
Sale
-407
74.501966 EUR
Common Stock
Sale
-1,420
74.501972 EUR
Common Stock
Sale
-350
74.502286 EUR
Common Stock
Sale
-100
74.5025 EUR
Common Stock
Sale
-408
74.525 EUR
Common Stock
Sale
-70
74.525 EUR
Common Stock
Sale
-34
74.525 EUR
Common Stock
Sale
-7
74.525 EUR
Common Stock
Sale
-260
74.55 EUR
Common Stock
Sale
-550
74.6 EUR
Common Stock
Sale
-1,091
74.65 EUR
Common Stock
Sale
-434
74.7 EUR
Common Stock
Sale
-372
74.75 EUR
Common Stock
Sale
-199
74.75 EUR
Common Stock
Sale
-385
74.8 EUR
Common Stock
Sale
-13
74.8 EUR
Common Stock
Sale
-1,188
74.85 EUR
Common Stock
Sale
-426
74.85 EUR
Common Stock
Sale
-598
74.9 EUR
Common Stock
Sale
-569
74.9 EUR
Common Stock
Sale
-343
74.95 EUR
Common Stock
Sale
-49
74.95 EUR
Common Stock
Sale
-346
75 EUR
Common Stock
Sale
-585
75.05 EUR
Common Stock
Sale
-374
75.05 EUR
Common Stock
Sale
-163
75.0875 EUR
Common Stock
Sale
-520
75.1 EUR
Common Stock
Sale
-491
75.15 EUR
Common Stock
Sale
-453
75.1875 EUR
Common Stock
Sale
-327
75.2 EUR
Common Stock
Sale
-222
75.25 EUR
Common Stock
Sale
-818
75.3 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
Increasing short position
-3,534
73.866752 EUR
Common Stock
CFD
Increasing short position
-76
74.85 EUR
Common Stock
CFD
Opening/Closing a position
-1,056
73.665956 EUR
Common Stock
CFD
Opening/Closing a position
-3,605
74.128308 EUR
Common Stock
CFD
Opening/Closing a position
4,661
74.437064 EUR
Common Stock
CFD
Reducing short position
1,127
74.437064 EUR
Common Stock
CFD
Reducing short position
114
74.802632 EUR
Common Stock
CFD
Reducing short position
1,155
75.069827 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
80 EUR
American
18/10/2019
1.45 EUR
Common
Put Option
Purchasing
-500
72 EUR
American
18/10/2019
2.08 EUR
Common
Put Option
Purchasing
-100
72 EUR
American
18/10/2019
2.2 EUR
Common
Put Option
Purchasing
-100
80 EUR
American
15/11/2019
8 EUR
Common
Put Option
Purchasing
-200
82 EUR
American
18/10/2019
8.7 EUR
Common
Call Option
Writing
-100
78 EUR
American
20/09/2019
0.22 EUR
Common
Call Option
Writing
-100
74 EUR
American
20/09/2019
0.98 EUR
Common
Call Option
Writing
-100
74 EUR
American
20/09/2019
1.15 EUR
Common
Call Option
Writing
-100
78 EUR
American
18/10/2019
1.65 EUR
Common
Put Option
Writing
100
78 EUR
American
20/09/2019
3.8 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:
18 September, 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 HOLDING BV
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
-200
74 USD
American
15/11/2019
Common
Put Option
Written
200
74 USD
American
15/11/2019
Common
Call Option
Written
-400
90 USD
American
15/11/2019
Common
Call Option
Written
-400
86 USD
American
15/11/2019
Common
Put Option
Purchased
-100
86 USD
American
15/11/2019
Common
Call Option
Written
-100
82 USD
American
15/11/2019
Common
Call Option
Written
-800
76 USD
American
15/11/2019
Common
Call Option
Purchased
100
92 USD
American
15/11/2019
Common
Put Option
Purchased
-2200
84 USD
American
15/11/2019
Common
Put Option
Purchased
-1600
68 USD
American
15/11/2019
Common
Call Option
Purchased
200
80 USD
American
15/11/2019
Common
Put Option
Purchased
-1400
80 USD
American
15/11/2019
Common
Put Option
Purchased
-600
72 USD
American
15/11/2019
Common
Call Option
Written
-100
88 USD
American
15/11/2019
Common
Put Option
Purchased
-100
82 USD
American
15/11/2019
Common
Put Option
Purchased
-100
76 USD
American
15/11/2019
Common
Call Option
Purchased
1100
96 USD
American
15/11/2019
Common
Call Option
Written
-200
74 USD
American
20/09/2019
Common
Put Option
Purchased
-1400
74 USD
American
20/09/2019
Common
Put Option
Purchased
-100
74 USD
American
18/10/2019
Common
Call Option
Written
-500
90 USD
American
18/10/2019
Common
Call Option
Written
-100
94 USD
American
18/10/2019
Common
Call Option
Purchased
100
94 USD
American
20/09/2019
Common
Put Option
Purchased
-100
100 USD
American
18/10/2019
Common
Call Option
Purchased
1800
64 USD
American
18/10/2019
Common
Call Option
Purchased
300
90 USD
American
20/09/2019
Common
Call Option
Written
-2400
86 USD
American
18/10/2019
Common
Put Option
Purchased
-2500
86 USD
American
18/10/2019
Common
Call Option
Written
-200
96 USD
American
18/10/2019
Common
Put Option
Written
600
76 USD
American
18/10/2019
Common
Call Option
Written
-100
72 USD
American
18/10/2019
Common
Put Option
Written
300
78 USD
American
18/10/2019
Common
Call Option
Written
-100
84 USD
American
18/10/2019
Common
Put Option
Purchased
-1200
82 USD
American
18/10/2019
Common
Call Option
Purchased
100
82 USD
American
18/10/2019
Common
Call Option
Written
-200
92 USD
American
18/10/2019
Common
Call Option
Written
-2400
80 USD
American
18/10/2019
Common
Put Option
Purchased
-1200
68 USD
American
18/10/2019
Common
Call Option
Written
-1400
88 USD
American
18/10/2019
Common
Call Option
Written
-1200
78 USD
American
18/10/2019
Common
Put Option
Purchased
-600
84 USD
American
18/10/2019
Common
Put Option
Purchased
-1100
80 USD
American
18/10/2019
Common
Put Option
Purchased
-700
72 USD
American
18/10/2019
Common
Call Option
Written
-400
100 USD
American
20/09/2019
Common
Put Option
Purchased
-2100
86 USD
American
20/09/2019
Common
Call Option
Purchased
300
86 USD
American
20/09/2019
Common
Call Option
Purchased
300
96 USD
American
20/09/2019
Common
Call Option
Purchased
2800
82 USD
American
20/09/2019
Common
Put Option
Purchased
-100
82 USD
American
20/09/2019
Common
Put Option
Purchased
-26200
78 USD
American
20/09/2019
Common
Call Option
Written
-300
76 USD
American
20/09/2019
Common
Call Option
Purchased
500
78 USD
American
20/09/2019
Common
Call Option
Purchased
1000
88 USD
American
20/09/2019
Common
Put Option
Purchased
-2200
84 USD
American
20/09/2019
Common
Call Option
Written
-4300
92 USD
American
20/09/2019
Common
Put Option
Purchased
-400
80 USD
American
20/09/2019
Common
Put Option
Written
2600
72 USD
American
20/09/2019
Common
Call Option
Written
-3400
84 USD
American
20/09/2019
Common
Call Option
Purchased
400
80 USD
American
20/09/2019
Common
Put Option
Written
400
88 USD
American
20/09/2019
Common
Put Option
Purchased
-1600
76 USD
American
20/09/2019
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.ENDRETEAANPFAFNEFF
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