REG - Exane SA Takeaway.com N.V. - Form 8.3 - Takeaway.com

Just Eat Takeaway.com NVAnnouncement

20/09/2019 15:50

RNS Number : 1763N
Exane SA
20 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:


EXANE SA




(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




(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


17/09/2019 - in addition Exane has dealt on previous dates during the offer period as detailed at the end of this form.




(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"


N/A




 
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:
 


Ordinary Shares




 
 


Interests


Short positions




 


Number


%


Number


%




(1) Relevant securities owned and/or controlled:


3,932


0.006


 


 




(2) Cash-settled derivatives:
 


 


 


108,072


0.177
 




(3) Stock-settled derivatives (including options) and agreements to purchase/sell:


 


 


 


 




 
     TOTAL:


3,932


0.006


108,072


0.177
 




 
 
 




Class of relevant security:
 


Convertible bond




 
 


Interests


Short positions




 


Number


%


Number


%




(1) Relevant securities owned and/or controlled:


12,900,000


5.16


 


 




(2) Cash-settled derivatives:
 


 


 


 


 




(3) Stock-settled derivatives (including options) and agreements to purchase/sell:


 


 


 


 




 
     TOTAL:


12,900,000


5.16


 


 




 
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


Purchase/sale
 


Number of securities


Price per unit




Ordinary Share


Sale


1,520


74.85 EUR




 
 (b)       Cash-settled derivative transactions
 




Class of relevant security


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




 


 


 


 


 




 
(c)        Stock-settled derivative transactions (including options)
 
(i)         Writing, selling, purchasing or varying
 




Class of relevant security


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




 


 


 


 


 


 


 


 




 
(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?


NO




 
 




Date of disclosure:


20 September 2019




Contact name:


Jose Gil




Telephone number*:


020 3430 8573




 
Additional Dealings by Exane (see 1(e) above):
 




Class of relevant security


Purchase/sale


Number of securities


Price per unit


Date of Dealing




Cash Settled Derivative


Sale


4,360


73.96 EUR


16/09/2019




Ordinary Share


Sale


143


74.00


16/09/2019




Cash Settled Derivative


Sale


10,208


76.69 EUR


13/09/2019




Ordinary Share


Purchase


20,712


77.50 EUR


13/09/2019




Ordinary Share


Sale


20,712


77.50 EUR


13/09/2019




Cash Settled Derivative


Sale


16,230


77.67 EUR


12/09/2019




Convertible Bonds


Purchase


400,000


137 EUR


12/09/2019




Ordinary Share


Purchase


4,242


78.37 EUR


12/09/2019




Ordinary Share


Sale


4,142


78.55 EUR


12/09/2019




Cash Settled Derivative


Sale


16,723


76.99 EUR


11/09/2019




Ordinary Share


Purchase


1,012


77.23 EUR


11/09/2019




Cash Settled Derivative


Sale


21,983


77.51 EUR


10/09/2019




Ordinary Share


Purchase


110


77.45 EUR


10/09/2019




Cash Settled Derivative


Sale


18,490


81.554 EUR


09/09/2019




Ordinary Share


Purchase


138


83.67 EUR


09/09/2019




Cash Settled Derivative


Sale


6,418


83.51 EUR


06/09/2019




Ordinary Share


Purchase


1,086


83.44 EUR


06/09/2019




Ordinary Share


Sale


563


83.06 EUR


06/09/2019




Cash Settled Derivative


Sale


5,000


82.82 EUR


05/09/2019




Ordinary Share


Purchase


2,294


82.75 EUR


05/09/2019




Ordinary Share


Purchase


773


81.87 EUR


04/09/2019




Ordinary Share


Sale


2,881


82.03 EUR


04/09/2019




Ordinary Share


Purchase


6,322


83.23 EUR


03/09/2019




Ordinary Share


Sale


6,329


84.25 EUR


03/09/2019




Ordinary Share


Purchase


18


86.20 EUR


02/09/2019




Ordinary Share


Sale


5,515


83.15 EUR


28/08/2019




Ordinary Share


Purchase


11,817


84.80 EUR


27/08/2019




Ordinary Share


Sale


16,923


84.85 EUR


27/08/2019




Ordinary Share


Purchase


20


84.10 EUR


23/08/2019




Ordinary Share


Purchase


21,863


84.95 EUR


22/08/2019




Ordinary Share


Sale


21,863


84.95 EUR


22/08/2019




Convertible Bonds


Purchase


2,400,000


146 EUR


14/08/2019
 




Cash Settled Derivative


Purchase


2,160


86.01 EUR


13/08/2019




Cash Settled Derivative


Purchase


642


82.36 EUR


08/08/2019




Ordinary Share


Purchase


21,287


81.93 EUR


08/08/2019




Ordinary Share


Sale


21,393


81.32 EUR


08/08/2019




Cash Settled Derivative


Purchase


2,164


77.06 EUR


06/08/2019




Ordinary Share


Purchase


477


77.78 EUR


06/08/2019




Ordinary Share


Sale


567


76.12 EUR


06/08/2019




Cash Settled Derivative


Purchase


770


75.79 EUR


05/08/2019




Ordinary Share


Sale


659


77.48 EUR


05/08/2019




Cash Settled Derivative


Purchase


2,741


77.61 EUR


02/08/2019




Ordinary Share


Purchase


11,075


80.25 EUR


01/08/2019




Ordinary Share


Sale


11,402


80.29 EUR


01/08/2019




Cash Settled Derivative


Purchase


22,240


81.07 EUR


31/07/2019




Cash Settled Derivative


Purchase


9,803


78.32 EUR


30/07/2019
 




Convertible Bonds


Purchase


700,000


136 EUR


30/07/2019
 




Ordinary Share


Purchase


3,389


80.96 EUR


30/07/219




Ordinary Share


Sale


2,239


81.28 EUR


30/07/219




Cash Settled Derivative


Purchase


53,673


84.79 EUR


29/07/2019
 




Ordinary Share


Purchase


3,500


86.95 EUR


29/07/2019




Ordinary Share


Sale


4,650


88.12 EUR


29/07/2019




 
 
 
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.
 




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