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
18 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:
76,483
0.12
535,115
0.87
(2) Cash-settled derivatives:
48,169
0.08
41,887
0.07
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
13,300
0.02
66,700
0.11
TOTAL:
137,952
0.23
643,702
1.05
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
100
74.4 EUR
Common Stock
Purchase
128
74.45 EUR
Common Stock
Purchase
177
74.5 EUR
Common Stock
Purchase
125
74.55 EUR
Common Stock
Purchase
246
74.6 EUR
Common Stock
Purchase
438
74.65 EUR
Common Stock
Purchase
1
74.7 EUR
Common Stock
Purchase
961
74.7 EUR
Common Stock
Purchase
993
74.75 EUR
Common Stock
Purchase
1,471
74.8 EUR
Common Stock
Purchase
11
74.85 EUR
Common Stock
Purchase
82
74.85 EUR
Common Stock
Purchase
261
74.9 EUR
Common Stock
Purchase
48
74.95 EUR
Common Stock
Purchase
1,392
74.95 EUR
Common Stock
Purchase
6,387
75 EUR
Common Stock
Purchase
5
75.025 EUR
Common Stock
Purchase
3,702
75.05 EUR
Common Stock
Purchase
43
75.1 EUR
Common Stock
Purchase
2,886
75.1 EUR
Common Stock
Purchase
2,122
75.15 EUR
Common Stock
Purchase
17
75.2 EUR
Common Stock
Purchase
410
75.2 EUR
Common Stock
Purchase
594
75.25 EUR
Common Stock
Purchase
40
75.3 EUR
Common Stock
Purchase
635
75.35 EUR
Common Stock
Purchase
245
75.4 EUR
Common Stock
Purchase
130
75.5 EUR
Common Stock
Sale
-70
74.35 EUR
Common Stock
Sale
-519
74.4 EUR
Common Stock
Sale
-56
74.425 EUR
Common Stock
Sale
-219
74.45 EUR
Common Stock
Sale
-17
74.5 EUR
Common Stock
Sale
-326
74.55 EUR
Common Stock
Sale
-1,040
74.6 EUR
Common Stock
Sale
-46
74.625 EUR
Common Stock
Sale
-589
74.65 EUR
Common Stock
Sale
-1,192
74.7 EUR
Common Stock
Sale
-20
74.7 EUR
Common Stock
Sale
-239
74.75 EUR
Common Stock
Sale
-96
74.75 EUR
Common Stock
Sale
-1,135
74.8 EUR
Common Stock
Sale
-30
74.8 EUR
Common Stock
Sale
-1,055
74.85 EUR
Common Stock
Sale
-1,554
74.9 EUR
Common Stock
Sale
-161
74.9 EUR
Common Stock
Sale
-44
74.925 EUR
Common Stock
Sale
-3,264
74.95 EUR
Common Stock
Sale
-31
74.95 EUR
Common Stock
Sale
-1,296
74.975 EUR
Common Stock
Sale
-1,107
75 EUR
Common Stock
Sale
-40
75.025 EUR
Common Stock
Sale
-1,004
75.05 EUR
Common Stock
Sale
-392
75.1 EUR
Common Stock
Sale
-188
75.1 EUR
Common Stock
Sale
-723
75.15 EUR
Common Stock
Sale
-24
75.15 EUR
Common Stock
Sale
-22
75.175 EUR
Common Stock
Sale
-447
75.2 EUR
Common Stock
Sale
-23
75.2 EUR
Common Stock
Sale
-356
75.225 EUR
Common Stock
Sale
-721
75.25 EUR
Common Stock
Sale
-87
75.25 EUR
Common Stock
Sale
-2
75.35 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
-17,647
74.75 EUR
Common Stock
CFD
Increasing short position
-21
74.778571 EUR
Common Stock
CFD
Increasing short position
-1,676
74.829087 EUR
Common Stock
CFD
Increasing short position
-345
75.052101 EUR
Common Stock
CFD
Opening/Closing a position
-777
74.829087 EUR
Common Stock
CFD
Opening/Closing a position
618
74.89555 EUR
Common Stock
CFD
Opening/Closing a position
159
75.242138 EUR
Common Stock
CFD
Reducing short position
17,647
74.75 EUR
Common Stock
CFD
Reducing short position
418
74.8 EUR
Common Stock
CFD
Reducing short position
5,756
75.038716 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
15/11/2019
2.4 EUR
Common
Call Option
Purchasing
100
78 EUR
American
15/11/2019
2.9 EUR
Common
Call Option
Purchasing
100
76 EUR
American
15/11/2019
3.59 EUR
Common
Put Option
Purchasing
-100
80 EUR
American
15/11/2019
7.2 EUR
Common
Put Option
Writing
100
84 EUR
American
20/09/2019
8.95 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 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 EUR
American
15/11/2019
Common
Put Option
Written
200
74 EUR
American
15/11/2019
Common
Call Option
Purchased
100
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
Written
-100
82 EUR
American
15/11/2019
Common
Call Option
Written
-700
76 EUR
American
15/11/2019
Common
Call Option
Purchased
100
92 EUR
American
15/11/2019
Common
Put Option
Purchased
-2200
84 EUR
American
15/11/2019
Common
Put Option
Purchased
-1600
68 EUR
American
15/11/2019
Common
Call Option
Purchased
300
80 EUR
American
15/11/2019
Common
Put Option
Purchased
-1500
80 EUR
American
15/11/2019
Common
Put Option
Purchased
-600
72 EUR
American
15/11/2019
Common
Call Option
Written
-100
88 EUR
American
15/11/2019
Common
Put Option
Purchased
-100
82 EUR
American
15/11/2019
Common
Put Option
Purchased
-100
76 EUR
American
15/11/2019
Common
Call Option
Purchased
1100
96 EUR
American
15/11/2019
Common
Call Option
Written
-200
74 EUR
American
20/09/2019
Common
Put Option
Purchased
-1400
74 EUR
American
20/09/2019
Common
Put Option
Purchased
-100
74 EUR
American
18/10/2019
Common
Call Option
Written
-500
90 EUR
American
18/10/2019
Common
Call Option
Written
-100
94 EUR
American
18/10/2019
Common
Call Option
Purchased
100
94 EUR
American
20/09/2019
Common
Put Option
Purchased
-100
100 EUR
American
18/10/2019
Common
Call Option
Purchased
1800
64 EUR
American
18/10/2019
Common
Call Option
Purchased
300
90 EUR
American
20/09/2019
Common
Call Option
Written
-2400
86 EUR
American
18/10/2019
Common
Put Option
Purchased
-2500
86 EUR
American
18/10/2019
Common
Call Option
Written
-200
96 EUR
American
18/10/2019
Common
Put Option
Written
600
76 EUR
American
18/10/2019
Common
Call Option
Written
-100
72 EUR
American
18/10/2019
Common
Put Option
Written
300
78 EUR
American
18/10/2019
Common
Call Option
Written
-100
84 EUR
American
18/10/2019
Common
Put Option
Purchased
-1200
82 EUR
American
18/10/2019
Common
Call Option
Purchased
100
82 EUR
American
18/10/2019
Common
Call Option
Written
-200
92 EUR
American
18/10/2019
Common
Call Option
Written
-2400
80 EUR
American
18/10/2019
Common
Put Option
Purchased
-1200
68 EUR
American
18/10/2019
Common
Call Option
Written
-1400
88 EUR
American
18/10/2019
Common
Call Option
Written
-1200
78 EUR
American
18/10/2019
Common
Put Option
Purchased
-600
84 EUR
American
18/10/2019
Common
Put Option
Purchased
-1100
80 EUR
American
18/10/2019
Common
Put Option
Purchased
-700
72 EUR
American
18/10/2019
Common
Call Option
Written
-400
100 EUR
American
20/09/2019
Common
Put Option
Purchased
-2100
86 EUR
American
20/09/2019
Common
Call Option
Purchased
300
86 EUR
American
20/09/2019
Common
Call Option
Purchased
300
96 EUR
American
20/09/2019
Common
Call Option
Purchased
2800
82 EUR
American
20/09/2019
Common
Put Option
Purchased
-100
82 EUR
American
20/09/2019
Common
Put Option
Purchased
-26200
78 EUR
American
20/09/2019
Common
Call Option
Written
-300
76 EUR
American
20/09/2019
Common
Call Option
Purchased
500
78 EUR
American
20/09/2019
Common
Call Option
Purchased
1000
88 EUR
American
20/09/2019
Common
Put Option
Purchased
-2100
84 EUR
American
20/09/2019
Common
Call Option
Written
-4300
92 EUR
American
20/09/2019
Common
Put Option
Purchased
-400
80 EUR
American
20/09/2019
Common
Put Option
Written
2600
72 EUR
American
20/09/2019
Common
Call Option
Written
-3400
84 EUR
American
20/09/2019
Common
Call Option
Purchased
400
80 EUR
American
20/09/2019
Common
Put Option
Written
400
88 EUR
American
20/09/2019
Common
Put Option
Purchased
-1600
76 EUR
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.ENDRETGGUUWBUPBGGB
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