REG-Millennium Partners, L.P. Form 8.3 - Takeaway.com N.V.

Just Eat Takeaway.com NVAnnouncement

03/01/2020 15:30

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:



 



Millennium International Management LP





(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 N.V.





(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



 



02 January 2020





(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”



 



Yes, 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:



 



EUR 0.04 (NL0012015705)





 


 



 



Interests



 



Short positions





 



Number



 



%



 



Number



 



%





(1) Relevant securities owned and/or controlled:



 



 



 



 



 



 



 



 





(2) Cash-settled derivatives:


 



 



435,638



 



0.712%



 



618,349



 



1.010%





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



 



 



 



 



 



 



 



 





 


TOTAL:



 



435,638



 



0.712%



 



618,349



 



1.010%






Class of relevant security:



 



Convertible Bond (XS1940192039)





 


 



 



Interests



 



Short positions





 



Number



 



%



 



Number



 



%





(1) Relevant securities owned and/or controlled:



 



20,000,000



 



8.000%



 



-



 



-





(2) Cash-settled derivatives:


 



 



-



 



-



 



-



 



-





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



 



-



 



-



 



-



 



-





 


TOTAL:



 



20,000,000



 



8.000%



 



-



 



-




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 (EUR) 





XS1940192039



 



Purchase



 



1,000,000



 



138.13





XS1940192039



 



Purchase



 



1,500,000



 



138.13




(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)









NL0012015705



 



CFD



 



Reducing a long position



 



3,200



 



82.87





NL0012015705



 



CFD



 



Reducing a short position



 



157



 



83.15





NL0012015705



 



CFD



 



Increasing a long position



 



49



 



83.55





NL0012015705



 



CFD



 



Reducing a long position



 



86



 



82.99





NL0012015705



 



CFD



 



Increasing a long position



 



407



 



82.42





NL0012015705



 



CFD



 



Increasing a long position



 



71



 



82.60





NL0012015705



 



CFD



 



Increasing a long position



 



12



 



83.56





NL0012015705



 



CFD



 



Reducing a long position



 



28



 



83.25





NL0012015705



 



CFD



 



Increasing a long position



 



75



 



82.20





NL0012015705



 



CFD



 



Reducing a long position



 



89



 



83.18





NL0012015705



 



CFD



 



Reducing a long position



 



100



 



83.37





NL0012015705



 



CFD



 



Increasing a long position



 



73,625



 



82.75





NL0012015705



 



CFD



 



Increasing a long position



 



1,843



 



83.01





NL0012015705



 



CFD



 



Reducing a long position



 



145



 



83.48





NL0012015705



 



CFD



 



Increasing a short position



 



17,556



 



82.87





NL0012015705



 



CFD



 



Reducing a short position



 



8,720



 



82.88





NL0012015705



 



CFD



 



Increasing a short position



 



10,500



 



82.20





NL0012015705



 



CFD



 



Increasing a short position



 



15,750



 



82.20




(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 d ate



 



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:



 



3 January 2020





Contact name:



 



Milos Naumovic





Telephone number:



 



+44 203 650 8203




Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20200103005254/en/

Millennium Partners, L.P.