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REG - Citadel Group Takeaway.com N.V. - Form 8.3 -Takeaway.com NV





 




RNS Number : 9927M
Citadel Group
19 September 2019
 




















 

 

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.
 
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