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
20 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:
43,115
0.07
535,681
0.88
(2) Cash-settled derivatives:
48,169
0.08
42,599
0.07
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
6,500
0.01
26,900
0.04
TOTAL:
97,784
0.16
605,180
0.99
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
893
73.5 EUR
Common Stock
Purchase
148
73.55 EUR
Common Stock
Purchase
1,910
73.55 EUR
Common Stock
Purchase
3,171
73.6 EUR
Common Stock
Purchase
47
73.625 EUR
Common Stock
Purchase
118
73.65 EUR
Common Stock
Purchase
1,341
73.65 EUR
Common Stock
Purchase
25
73.7 EUR
Common Stock
Purchase
1,821
73.7 EUR
Common Stock
Purchase
1,285
73.75 EUR
Common Stock
Purchase
1,648
73.8 EUR
Common Stock
Purchase
6
73.85 EUR
Common Stock
Purchase
1,456
73.85 EUR
Common Stock
Purchase
66
73.875 EUR
Common Stock
Purchase
410
73.9 EUR
Common Stock
Purchase
5,306
73.9 EUR
Common Stock
Purchase
1,961
73.95 EUR
Common Stock
Purchase
87
74 EUR
Common Stock
Purchase
3,096
74 EUR
Common Stock
Purchase
320
74.05 EUR
Common Stock
Purchase
2,770
74.05 EUR
Common Stock
Purchase
2,255
74.1 EUR
Common Stock
Purchase
979
74.15 EUR
Common Stock
Purchase
237
74.2 EUR
Common Stock
Purchase
706
74.2 EUR
Common Stock
Purchase
34
74.25 EUR
Common Stock
Purchase
1,064
74.25 EUR
Common Stock
Purchase
159
74.3 EUR
Common Stock
Purchase
162
74.3 EUR
Common Stock
Purchase
161
74.35 EUR
Common Stock
Purchase
541
74.4 EUR
Common Stock
Purchase
50
74.45 EUR
Common Stock
Purchase
1,131
74.45 EUR
Common Stock
Purchase
157
74.5 EUR
Common Stock
Purchase
2
74.55 EUR
Common Stock
Sale
-129
73.45 EUR
Common Stock
Sale
-1,170
73.5 EUR
Common Stock
Sale
-59
73.525 EUR
Common Stock
Sale
-210
73.55 EUR
Common Stock
Sale
-227
73.6 EUR
Common Stock
Sale
-178
73.65 EUR
Common Stock
Sale
-32
73.65 EUR
Common Stock
Sale
-964
73.7 EUR
Common Stock
Sale
-505
73.75 EUR
Common Stock
Sale
-740
73.8 EUR
Common Stock
Sale
-580
73.8 EUR
Common Stock
Sale
-1,168
73.85 EUR
Common Stock
Sale
-310
73.875 EUR
Common Stock
Sale
-916
73.9 EUR
Common Stock
Sale
-56
73.9 EUR
Common Stock
Sale
-2,584
73.95 EUR
Common Stock
Sale
-1,466
73.95 EUR
Common Stock
Sale
-384
73.975 EUR
Common Stock
Sale
-17,146
74 EUR
Common Stock
Sale
-101
74 EUR
Common Stock
Sale
-108
74.025 EUR
Common Stock
Sale
-1,822
74.05 EUR
Common Stock
Sale
-2,633
74.1 EUR
Common Stock
Sale
-61
74.1 EUR
Common Stock
Sale
-1,881
74.15 EUR
Common Stock
Sale
-242
74.2 EUR
Common Stock
Sale
-1,156
74.25 EUR
Common Stock
Sale
-522
74.3 EUR
Common Stock
Sale
-80
74.35 EUR
Common Stock
Sale
-178
74.4 EUR
Common Stock
Sale
-352
74.45 EUR
Common Stock
Sale
-397
74.5 EUR
Common Stock
Sale
-2
74.55 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
Closing short position
4,892
73.969729 EUR
Common Stock
CFD
Increasing short position
-2,988
73.945984 EUR
Common Stock
CFD
Increasing short position
-1,400
73.95182143 EUR
Common Stock
CFD
Opening/Closing a position
268
73.969729 EUR
Common Stock
CFD
Opening/Closing a position
-116
73.977155 EUR
Common Stock
CFD
Opening/Closing a position
-152
74.376645 EUR
Common Stock
CFD
Reducing short position
907
73.851378 EUR
Common Stock
CFD
Reducing short position
214
73.969729 EUR
Common Stock
CFD
Reducing short position
18
74.05 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
-300
64 EUR
American
15/11/2019
0.65 EUR
Common
Put Option
Purchasing
-100
74 EUR
American
18/10/2019
2.95 EUR
Common
Put Option
Purchasing
-100
76 EUR
American
15/11/2019
4.7 EUR
Common
Put Option
Purchasing
-100
78 EUR
American
18/10/2019
5.15 EUR
Common
Put Option
Purchasing
-500
80 EUR
American
18/10/2019
6.65 EUR
Common
Call Option
Purchasing
200
64 EUR
American
15/11/2019
10.5 EUR
Common
Put Option
Writing
700
74 EUR
American
20/09/2019
0.2 EUR
Common
Put Option
Writing
300
74 EUR
American
20/09/2019
0.25 EUR
Common
Call Option
Writing
-200
80 EUR
American
18/10/2019
0.79 EUR
Common
Call Option
Writing
-100
78 EUR
American
18/10/2019
1.15 EUR
Common
Call Option
Writing
-100
76 EUR
American
18/10/2019
2.07 EUR
Common
Put Option
Writing
100
76 EUR
American
20/09/2019
2.1 EUR
Common
Call Option
Writing
-200
76 EUR
American
15/11/2019
2.75 EUR
Common
Call Option
Writing
-300
76 EUR
American
15/11/2019
2.8 EUR
(ii) Exercise
Class of relevant security
ISIN
NL0012015705
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
Common
Put Option
Exercise
600
74 EUR
Common
Put Option
Exercise
1,500
76 EUR
Common
Put Option
Exercise
26,200
78 EUR
Common
Put Option
Exercise
300
80 EUR
Common
Put Option
Exercise
100
82 EUR
Common
Put Option
Exercise
2,100
84 EUR
Common
Put Option
Exercise
2,100
86 EUR
Common
Put Option
Exercised against
-400
88 EUR
(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:
23 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
200
64 EUR
American
15/11/2019
Common
Put Option
Purchased
-300
64 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
-100
72 EUR
American
15/11/2019
Common
Put Option
Purchased
-100
88 EUR
American
15/11/2019
Common
Call Option
Written
-1200
76 EUR
American
15/11/2019
Common
Call Option
Purchased
100
92 EUR
American
15/11/2019
Common
Put Option
Purchased
-2300
84 EUR
American
15/11/2019
Common
Put Option
Purchased
-1600
68 EUR
American
15/11/2019
Common
Call Option
Purchased
2300
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
-200
76 EUR
American
15/11/2019
Common
Call Option
Purchased
1100
96 EUR
American
15/11/2019
Common
Put Option
Purchased
-200
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
Put Option
Purchased
-100
100 EUR
American
18/10/2019
Common
Call Option
Purchased
1800
64 EUR
American
18/10/2019
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
Call Option
Written
-100
76 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
-2600
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
-1300
78 EUR
American
18/10/2019
Common
Put Option
Purchased
-600
84 EUR
American
18/10/2019
Common
Put Option
Purchased
-1600
80 EUR
American
18/10/2019
Common
Put Option
Purchased
-1200
72 EUR
American
18/10/2019
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.ENDRETEAENDAEFNEFF
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