REG - Jefferies Int Ltd. Takeaway.com N.V. - Form 8.3 - Takeaway.com N.V.
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:
Jefferies International Limited
(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.
N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
Takeaway.com N.V.
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
N/A
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
22nd October 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"
No
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:
Convertible Bond
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
4,000,000
1.60
0
0
(2) Cash-settled derivatives:
4,200,000
1.68
0
0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
0
0
0
0
TOTAL:
8,200,000
3.28
0
0
Class of relevant security:
EUR 0.04
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
0
0
81,096
0.13
(2) Cash-settled derivatives:
0
0
0
0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
0
0
0
0
TOTAL:
0
0
81,096
0.13
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
Convertible Bond
EUR 0.04
Purchase
Purchase
Total
Sale
Total
2,000,000
685
275
646
3,939
120
773
1,062
1,099
6
301
186
249
295
1,401
1,758
736
84
21
5,646
532
1,769
199
1,684
2,862
66
2,458
415
392
227
45
31,000
500
10,113
25
4,244
530
76,343
153
682
3,586
243
69
51
1,315
118
151
113
8,058
1,117
8,015
46
83
156
3,521
1,425
4,447
1,632
3,155
368
21,198
441
769
80
225
246
10,562
91
588
5,737
383
530
10,000
511
2,267
57
37
2,500
4,244
530
99,500
130.6250 EUR
72.1986 EUR
72.1991 EUR
72.2007 EUR
72.2099 EUR
71.2192 EUR
72.2250 EUR
72.2432 EUR
72.4000 EUR
72.4500 EUR
72.4703 EUR
72.4868 EUR
72.5000 EUR
72.5169 EUR
72.5250 EUR
72.5291 EUR
72.5417 EUR
72.5429 EUR
72.5500 EUR
72.5857 EUR
72.6288 EUR
72.6616 EUR
72.7000 EUR
72.7615 EUR
72.7983 EUR
72.9000 EUR
72.9403 EUR
72.9917 EUR
73.0093 EUR
73.0761 EUR
73.2500 EUR
73.9430 EUR
74.0500 EUR
74.3000 EUR
74.5000 EUR
74.6907 EUR
75.4500 EUR
72.5145 EUR
72.5251 EUR
72.5620 EUR
72.5883 EUR
72.5917 EUR
72.6000 EUR
72.6313 EUR
72.7655 EUR
72.7750 EUR
72.8053 EUR
72.8519 EUR
73.0000 EUR
73.0035 EUR
73.0500 EUR
73.0696 EUR
73.0859 EUR
73.5500 EUR
73.6095 EUR
73.6104 EUR
73.6120 EUR
73.7221 EUR
73.8669 EUR
74.0000 EUR
74.1000 EUR
74.1152 EUR
74.1250 EUR
74.1500 EUR
74.1738 EUR
74.2258 EUR
74.2264 EUR
74.2573 EUR
74.2693 EUR
74.2867 EUR
74.3094 EUR
74.3232 EUR
74.3413 EUR
74.3574 EUR
74.4579 EUR
74.5250 EUR
74.6500 EUR
74.7000 EUR
75.4500 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:
23rd October 2019
Contact name:
Zara Watters
Telephone number*:
020 7029 8661
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.
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.ENDRETGIBDGUGDBGCX
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