REG - Citadel Group Just Eat Plc 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:
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
03 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"
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:
18,640
0.03
727,028
1.19
(2) Cash-settled derivatives:
6,558
0.01
33,663
0.06
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
9,600
0.02
27,700
0.05
TOTAL:
34,798
0.06
788,391
1.29
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
172
69.95 EUR
Common Stock
Purchase
502
70 EUR
Common Stock
Purchase
132
70.025 EUR
Common Stock
Purchase
1,481
70.05 EUR
Common Stock
Purchase
233
70.1 EUR
Common Stock
Purchase
210
70.15 EUR
Common Stock
Purchase
118
70.175 EUR
Common Stock
Purchase
473
70.2 EUR
Common Stock
Purchase
489
70.25 EUR
Common Stock
Purchase
147
70.275 EUR
Common Stock
Purchase
2,447
70.3 EUR
Common Stock
Purchase
1,715
70.35 EUR
Common Stock
Purchase
975
70.4 EUR
Common Stock
Purchase
5
70.45 EUR
Common Stock
Purchase
662
70.45 EUR
Common Stock
Purchase
193
70.475 EUR
Common Stock
Purchase
1,058
70.5 EUR
Common Stock
Purchase
2,136
70.5 EUR
Common Stock
Purchase
217
70.525 EUR
Common Stock
Purchase
1,953
70.55 EUR
Common Stock
Purchase
353
70.6 EUR
Common Stock
Purchase
1,627
70.6 EUR
Common Stock
Purchase
1,869
70.65 EUR
Common Stock
Purchase
256
70.7 EUR
Common Stock
Purchase
841
70.7 EUR
Common Stock
Purchase
225
70.75 EUR
Common Stock
Purchase
544
70.75 EUR
Common Stock
Purchase
57
70.8 EUR
Common Stock
Purchase
299
70.8 EUR
Common Stock
Purchase
78
70.85 EUR
Common Stock
Purchase
335
70.95 EUR
Common Stock
Purchase
80
71 EUR
Common Stock
Purchase
2,317
71 EUR
Common Stock
Purchase
828
71.05 EUR
Common Stock
Purchase
2,804
71.05 EUR
Common Stock
Purchase
5
71.075 EUR
Common Stock
Purchase
2,552
71.1 EUR
Common Stock
Purchase
65
71.15 EUR
Common Stock
Purchase
1,522
71.15 EUR
Common Stock
Purchase
1,326
71.2 EUR
Common Stock
Purchase
855
71.25 EUR
Common Stock
Purchase
272
71.3 EUR
Common Stock
Purchase
35
71.35 EUR
Common Stock
Purchase
589
71.35 EUR
Common Stock
Purchase
114
71.4 EUR
Common Stock
Purchase
970
71.4 EUR
Common Stock
Purchase
474
71.45 EUR
Common Stock
Purchase
959
71.45 EUR
Common Stock
Purchase
69
71.5 EUR
Common Stock
Purchase
741
71.5 EUR
Common Stock
Purchase
1,503
71.55 EUR
Common Stock
Purchase
30
71.6 EUR
Common Stock
Purchase
380
71.6 EUR
Common Stock
Purchase
359
71.65 EUR
Common Stock
Purchase
57
71.7 EUR
Common Stock
Sale
-742
69.95 EUR
Common Stock
Sale
-692
70.05 EUR
Common Stock
Sale
-274
70.1 EUR
Common Stock
Sale
-488
70.15 EUR
Common Stock
Sale
-599
70.2 EUR
Common Stock
Sale
-1,435
70.25 EUR
Common Stock
Sale
-925
70.3 EUR
Common Stock
Sale
-147
70.3 EUR
Common Stock
Sale
-1,479
70.35 EUR
Common Stock
Sale
-1,874
70.4 EUR
Common Stock
Sale
-41
70.425 EUR
Common Stock
Sale
-1,247
70.45 EUR
Common Stock
Sale
-14
70.475 EUR
Common Stock
Sale
-2,003
70.5 EUR
Common Stock
Sale
-4,129
70.55 EUR
Common Stock
Sale
-1,791
70.6 EUR
Common Stock
Sale
-636
70.65 EUR
Common Stock
Sale
-1,275
70.7 EUR
Common Stock
Sale
-1,430
70.75 EUR
Common Stock
Sale
-523
70.75 EUR
Common Stock
Sale
-712
70.8 EUR
Common Stock
Sale
-26
70.825 EUR
Common Stock
Sale
-158
70.85 EUR
Common Stock
Sale
-84
70.875 EUR
Common Stock
Sale
-395
70.9 EUR
Common Stock
Sale
-100
70.925 EUR
Common Stock
Sale
-1,758
70.95 EUR
Common Stock
Sale
-551
70.975 EUR
Common Stock
Sale
-3,909
71 EUR
Common Stock
Sale
-43
71 EUR
Common Stock
Sale
-1,824
71.05 EUR
Common Stock
Sale
-111
71.05 EUR
Common Stock
Sale
-512
71.1 EUR
Common Stock
Sale
-33
71.1 EUR
Common Stock
Sale
-476
71.15 EUR
Common Stock
Sale
-123
71.15 EUR
Common Stock
Sale
-150
71.2 EUR
Common Stock
Sale
-110
71.25 EUR
Common Stock
Sale
-177
71.3 EUR
Common Stock
Sale
-7
71.3 EUR
Common Stock
Sale
-428
71.35 EUR
Common Stock
Sale
-1,612
71.4 EUR
Common Stock
Sale
-281
71.425 EUR
Common Stock
Sale
-838
71.45 EUR
Common Stock
Sale
-142
71.45 EUR
Common Stock
Sale
-226
71.475 EUR
Common Stock
Sale
-710
71.5 EUR
Common Stock
Sale
-462
71.5 EUR
Common Stock
Sale
-339
71.55 EUR
Common Stock
Sale
-36
71.55 EUR
Common Stock
Sale
-1,565
71.6 EUR
Common Stock
Sale
-36
71.6 EUR
Common Stock
Sale
-60
71.65 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
Increasing long position
4,336
70.769765 EUR
Common Stock
CFD
Increasing long position
639
71.45 EUR
Common Stock
CFD
Increasing short position
-7,679
70.882771 EUR
Common Stock
CFD
Increasing short position
-260
71.007065 EUR
Common Stock
CFD
Opening/Closing a position
2,091
70.752738 EUR
Common Stock
CFD
Opening/Closing a position
-2,691
71.007065 EUR
Common Stock
CFD
Opening/Closing a position
600
71.11175 EUR
Common Stock
CFD
Reducing long position
-3,426
70.302102 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
Call Option
Purchasing
100
72 EUR
American
15/11/2019
2.2 EUR
Common
Put Option
Purchasing
-100
70 EUR
American
15/11/2019
2.85 EUR
Common
Put Option
Writing
100
70 EUR
American
18/10/2019
2 EUR
Common
Put Option
Writing
200
82 EUR
American
18/10/2019
11.45 EUR
(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?
YES
Date of disclosure:
04 October, 2019
Contact name:
Katie Bonds
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
Put Option
Purchased
-1200
70 EUR
American
15/11/2019
Common
Put Option
Purchased
-1000
70 EUR
American
18/10/2019
Common
Call Option
Written
-100
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
-600
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
Purchased
800
72 EUR
American
15/11/2019
Common
Put Option
Purchased
-100
88 EUR
American
15/11/2019
Common
Call Option
Written
-1000
84 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
3600
80 EUR
American
15/11/2019
Common
Put Option
Purchased
-1700
80 EUR
American
15/11/2019
Common
Put Option
Purchased
-1000
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
-500
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
Purchased
1000
76 EUR
American
18/10/2019
Common
Call Option
Written
-100
84 EUR
American
18/10/2019
Common
Put Option
Purchased
-1000
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
-1200
80 EUR
American
18/10/2019
Common
Put Option
Purchased
-1000
68 EUR
American
18/10/2019
Common
Call Option
Written
-1400
88 EUR
American
18/10/2019
Common
Call Option
Written
-900
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
-1400
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.ENDRETUSSKRKUARRRA
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