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
19th December 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:
7,700,000
3.08
0
0
(2) Cash-settled derivatives:
0
0
0
0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
0
0
0
0
TOTAL:
7,700,000
3.08
0
0
Class of relevant security:
EUR 0.04
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
0
0
87,052
0.14
(2) Cash-settled derivatives:
9,526
0.01
0
0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
0
0
0
0
TOTAL:
9,526
0.01
87,052
0.14
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
Sale
Total
Purchase
Total
Sale
Total
2,000,000
200,000
1,000,000
100,000
2,000,000
3,300,000
3,323
60
412
210
645
401
412
1,164
70
1,061
2,455
425
27
527
1,503
3,617
751
273
292
605
171
2,844
190
8,257
1,397
138
18
5,000
501
137
46,500
10,000
1,350
611
4,385
659
257
2,979
2,496
82
174
24
106,403
9,526
46,353
21,000
10,241
1,596
400
500
280
89,896
137.5000 EUR
137.2500 EUR
137.6250 EUR
137.8750 EUR
138.0000 EUR
80.2500 EUR
80.4000 EUR
80.4284 EUR
80.4360 EUR
80.4370 EUR
80.4416 EUR
80.4676 EUR
80.4982 EUR
80.5000 EUR
80.5429 EUR
80.6214 EUR
80.6469 EUR
80.6500 EUR
80.6717 EUR
80.9059 EUR
80.9500 EUR
81.0000 EUR
81.1141 EUR
81.1228 EUR
81.2500 EUR
81.3500 EUR
81.4529 EUR
81.5000 EUR
81.5143 EUR
81.5542 EUR
81.5750 EUR
81.6000 EUR
81.6500 EUR
81.6813 EUR
81.7500 EUR
82.0000 EUR
82.0500 EUR
85.6051 EUR
86.6583 EUR
87.2831 EUR
88.0000 EUR
88.0381 EUR
88.1986 EUR
88.4583 EUR
89.0073 EUR
89.0667 EUR
89.1500 EUR
81.3278 EUR
81.7829 EUR
82.0000 EUR
87.3648 EUR
88.3750 EUR
88.5825 EUR
88.6250 EUR
89.0564 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
Eur 0.04
Swap
Opening a long position
9,526
81.3278 EUR
(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:
20th December 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.ENDRETGIBDDRGDBGCG
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