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 NV
(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"
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:
Convertible Bond ISIN XS1940192039
Interests
Short Positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
31,500,000
12.60
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:
31,500,000
12.60
0
0.00
Class of relevant security:
Common Stock ISIN NL0012015705
Interests
Short Positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
31,247
0.05
303,403
0.50
(2) Cash-settled derivatives:
50,996
0.08
8,512
0.01
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
64,600
0.11
73,000
0.12
TOTAL:
146,843
0.24
384,915
0.63
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
10
81.9 EUR
Common Stock
Purchase
61
81.9 EUR
Common Stock
Purchase
118
81.95 EUR
Common Stock
Purchase
124
82 EUR
Common Stock
Purchase
281
82 EUR
Common Stock
Purchase
99
82.05 EUR
Common Stock
Purchase
1,058
82.1 EUR
Common Stock
Purchase
1,008
82.15 EUR
Common Stock
Purchase
227
82.2 EUR
Common Stock
Purchase
463
82.2 EUR
Common Stock
Purchase
24,752
82.2 EUR
Common Stock
Purchase
531
82.25 EUR
Common Stock
Purchase
608
82.25 EUR
Common Stock
Purchase
876
82.3 EUR
Common Stock
Purchase
243
82.35 EUR
Common Stock
Purchase
835
82.35 EUR
Common Stock
Purchase
683
82.4 EUR
Common Stock
Purchase
52
82.425 EUR
Common Stock
Purchase
129
82.45 EUR
Common Stock
Purchase
1,490
82.45 EUR
Common Stock
Purchase
2,320
82.5 EUR
Common Stock
Purchase
3,577
82.5 EUR
Common Stock
Purchase
1,593
82.55 EUR
Common Stock
Purchase
5,953
82.55 EUR
Common Stock
Purchase
453
82.5625 EUR
Common Stock
Purchase
1,818
82.6 EUR
Common Stock
Purchase
7,275
82.6 EUR
Common Stock
Purchase
346
82.65 EUR
Common Stock
Purchase
4,991
82.65 EUR
Common Stock
Purchase
4,630
82.7 EUR
Common Stock
Purchase
75
82.725 EUR
Common Stock
Purchase
166
82.75 EUR
Common Stock
Purchase
2,081
82.75 EUR
Common Stock
Purchase
6,068
82.8 EUR
Common Stock
Purchase
1,020
82.85 EUR
Common Stock
Purchase
1,183
82.9 EUR
Common Stock
Purchase
1,128
82.95 EUR
Common Stock
Purchase
605
83 EUR
Common Stock
Purchase
722
83 EUR
Common Stock
Purchase
519
83.05 EUR
Common Stock
Purchase
585
83.1 EUR
Common Stock
Purchase
280
83.15 EUR
Common Stock
Purchase
1,026
83.15 EUR
Common Stock
Purchase
122
83.1625 EUR
Common Stock
Purchase
415
83.25 EUR
Common Stock
Purchase
1,213
83.25 EUR
Common Stock
Purchase
16
83.3 EUR
Common Stock
Purchase
240
83.3 EUR
Common Stock
Purchase
60
83.35 EUR
Common Stock
Purchase
190
83.4 EUR
Common Stock
Purchase
623
83.45 EUR
Common Stock
Purchase
340
83.5 EUR
Common Stock
Purchase
412
83.5 EUR
Common Stock
Purchase
402
83.525 EUR
Common Stock
Purchase
653
83.55 EUR
Common Stock
Purchase
295
83.575 EUR
Common Stock
Purchase
228
83.6 EUR
Common Stock
Purchase
221
83.65 EUR
Common Stock
Purchase
198
83.7 EUR
Common Stock
Sale
-260
81.85 EUR
Common Stock
Sale
-108
81.9 EUR
Common Stock
Sale
-1,111
81.95 EUR
Common Stock
Sale
-39
81.975 EUR
Common Stock
Sale
-3,677
82 EUR
Common Stock
Sale
-794
82.05 EUR
Common Stock
Sale
-97
82.05 EUR
Common Stock
Sale
-376
82.1 EUR
Common Stock
Sale
-806
82.15 EUR
Common Stock
Sale
-358
82.15 EUR
Common Stock
Sale
-2,499
82.2 EUR
Common Stock
Sale
-152
82.2 EUR
Common Stock
Sale
-1,166
82.25 EUR
Common Stock
Sale
-42
82.25 EUR
Common Stock
Sale
-2,687
82.3 EUR
Common Stock
Sale
-173
82.3 EUR
Common Stock
Sale
-1,376
82.35 EUR
Common Stock
Sale
-1,770
82.4 EUR
Common Stock
Sale
-96
82.4 EUR
Common Stock
Sale
-2,200
82.45 EUR
Common Stock
Sale
-230
82.45 EUR
Common Stock
Sale
-4,747
82.5 EUR
Common Stock
Sale
-943
82.5 EUR
Common Stock
Sale
-324
82.525 EUR
Common Stock
Sale
-232
82.5375 EUR
Common Stock
Sale
-4,815
82.55 EUR
Common Stock
Sale
-1,644
82.55 EUR
Common Stock
Sale
-143
82.575 EUR
Common Stock
Sale
-2,703
82.6 EUR
Common Stock
Sale
-1,058
82.6 EUR
Common Stock
Sale
-324
82.65 EUR
Common Stock
Sale
-1,304
82.7 EUR
Common Stock
Sale
-694
82.75 EUR
Common Stock
Sale
-98
82.75 EUR
Common Stock
Sale
-285
82.8 EUR
Common Stock
Sale
-475
82.85 EUR
Common Stock
Sale
-376
82.9 EUR
Common Stock
Sale
-484
82.95 EUR
Common Stock
Sale
-131
82.95 EUR
Common Stock
Sale
-280
83 EUR
Common Stock
Sale
-368
83.05 EUR
Common Stock
Sale
-703
83.1 EUR
Common Stock
Sale
-60
83.1 EUR
Common Stock
Sale
-1,082
83.15 EUR
Common Stock
Sale
-165
83.15 EUR
Common Stock
Sale
-323
83.2 EUR
Common Stock
Sale
-62
83.2 EUR
Common Stock
Sale
-376
83.25 EUR
Common Stock
Sale
-352
83.25 EUR
Common Stock
Sale
-329
83.3 EUR
Common Stock
Sale
-217
83.3 EUR
Common Stock
Sale
-90
83.35 EUR
Common Stock
Sale
-250
83.4 EUR
Common Stock
Sale
-1,031
83.45 EUR
Common Stock
Sale
-70
83.45 EUR
Common Stock
Sale
-2,900
83.5 EUR
Common Stock
Sale
-374
83.5 EUR
Common Stock
Sale
-3,072
83.55 EUR
Common Stock
Sale
-302
83.55 EUR
Common Stock
Sale
-618
83.6 EUR
Common Stock
Sale
-386
83.6 EUR
Common Stock
Sale
-210
83.65 EUR
Common Stock
Sale
-74
83.65 EUR
Common Stock
Sale
-796
83.7 EUR
Common Stock
Sale
-670
83.7 EUR
Common Stock
Sale
-54
83.725 EUR
Class of relevant security
ISIN XS1940192039
Purchase/sale
Number of securities
Price per unit
Convertible Bond
Sale
-1,000,000
138 EUR
Convertible Bond
Sale
-1,500,000
138.02 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
Opening/Closing a position
-4,820
82.139426 EUR
Common Stock
CFD
Opening/Closing a position
-594
82.151936 EUR
Common Stock
CFD
Opening/Closing a position
-4,427
82.182548 EUR
Common Stock
CFD
Opening/Closing a position
7,613
82.940336 EUR
Common Stock
CFD
Opening/Closing a position
2,228
83.167222 EUR
Common Stock
CFD
Reducing short position
758
83.167222 EUR
Common Stock
CFD
Reducing short position
445
83.55 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
92 EUR
American
17/01/2020
0.3 EUR
Common
Put Option
Purchasing
-500
76 EUR
American
17/01/2020
0.4 EUR
Common
Call Option
Purchasing
1,000
90 EUR
American
17/01/2020
0.41 EUR
Common
Call Option
Purchasing
300
90 EUR
American
17/01/2020
0.5 EUR
Common
Call Option
Purchasing
100
88 EUR
American
17/01/2020
0.55 EUR
Common
Call Option
Purchasing
600
88 EUR
American
17/01/2020
0.7 EUR
Common
Call Option
Purchasing
200
88 EUR
American
17/01/2020
0.75 EUR
Common
Call Option
Purchasing
200
86 EUR
American
17/01/2020
1.25 EUR
Common
Put Option
Purchasing
-1,000
80 EUR
American
17/01/2020
1.6 EUR
Common
Call Option
Purchasing
100
90 EUR
American
21/02/2020
1.8 EUR
Common
Call Option
Purchasing
200
84 EUR
American
17/01/2020
1.85 EUR
Common
Call Option
Purchasing
100
90 EUR
American
21/02/2020
2 EUR
Common
Call Option
Purchasing
200
84 EUR
American
17/01/2020
2.05 EUR
Common
Call Option
Purchasing
100
80 EUR
American
17/01/2020
4.2 EUR
Common
Call Option
Purchasing
1,000
80 EUR
American
17/01/2020
4.5 EUR
Common
Call Option
Purchasing
100
78 EUR
American
17/01/2020
5.9 EUR
Common
Call Option
Purchasing
200
78 EUR
American
17/01/2020
5.95 EUR
Common
Call Option
Purchasing
200
74 EUR
American
17/01/2020
9.6 EUR
Common
Call Option
Purchasing
200
70 EUR
American
17/01/2020
13 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:
03 January, 2020
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 NV
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
Call Option
Purchased
500
90 EUR
American
21/02/2020
Common
Call Option
Purchased
3800
90 EUR
American
17/01/2020
Common
Call Option
Purchased
200
100 EUR
American
17/01/2020
Common
Call Option
Purchased
500
86 EUR
American
21/02/2020
Common
Put Option
Written
2000
86 EUR
American
21/02/2020
Common
Put Option
Written
5100
78 EUR
American
21/02/2020
Common
Call Option
Written
-500
78 EUR
American
21/02/2020
Common
Call Option
Written
-1300
88 EUR
American
21/02/2020
Common
Put Option
Purchased
-1000
88 EUR
American
21/02/2020
Common
Call Option
Purchased
19100
72 EUR
American
21/02/2020
Common
Call Option
Written
-900
82 EUR
American
21/02/2020
Common
Put Option
Purchased
-1700
68 EUR
American
21/02/2020
Common
Put Option
Written
1800
82 EUR
American
21/02/2020
Common
Call Option
Purchased
3200
92 EUR
American
21/02/2020
Common
Call Option
Written
-900
96 EUR
American
21/02/2020
Common
Put Option
Written
4900
80 EUR
American
21/02/2020
Common
Put Option
Purchased
-5300
72 EUR
American
21/02/2020
Common
Put Option
Purchased
-500
76 EUR
American
21/02/2020
Common
Put Option
Purchased
-400
84 EUR
American
21/02/2020
Common
Call Option
Written
-2100
76 EUR
American
21/02/2020
Common
Call Option
Written
-4200
80 EUR
American
21/02/2020
Common
Call Option
Purchased
1700
84 EUR
American
21/02/2020
Common
Call Option
Purchased
700
86 EUR
American
17/01/2020
Common
Put Option
Purchased
-600
86 EUR
American
17/01/2020
Common
Call Option
Written
-1700
96 EUR
American
17/01/2020
Common
Call Option
Written
-2200
82 EUR
American
17/01/2020
Common
Put Option
Purchased
-2000
82 EUR
American
17/01/2020
Common
Call Option
Written
-800
92 EUR
American
17/01/2020
Common
Put Option
Purchased
-100
92 EUR
American
17/01/2020
Common
Put Option
Purchased
-700
78 EUR
American
17/01/2020
Common
Call Option
Written
-5300
78 EUR
American
17/01/2020
Common
Call Option
Purchased
7100
88 EUR
American
17/01/2020
Common
Call Option
Purchased
200
68 EUR
American
17/01/2020
Common
Call Option
Purchased
1700
74 EUR
American
17/01/2020
Common
Call Option
Purchased
900
84 EUR
American
17/01/2020
Common
Call Option
Written
-6600
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-2500
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-4400
74 EUR
American
17/01/2020
Common
Put Option
Purchased
-3100
84 EUR
American
17/01/2020
Common
Put Option
Purchased
-5900
64 EUR
American
17/01/2020
Common
Call Option
Purchased
400
70 EUR
American
17/01/2020
Common
Put Option
Purchased
-3900
68 EUR
American
17/01/2020
Common
Put Option
Purchased
-5800
72 EUR
American
17/01/2020
Common
Put Option
Written
9700
76 EUR
American
17/01/2020
Common
Call Option
Purchased
1100
72 EUR
American
17/01/2020
Common
Put Option
Purchased
-7700
70 EUR
American
17/01/2020
Common
Call Option
Written
-900
76 EUR
American
17/01/2020
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.ENDRETUOORRROUARAR
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