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
06 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:
28,500,000
11.40
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:
28,500,000
11.40
0
0.00
Class of relevant security:
Common Stock ISIN NL0012015705
Interests
Short Positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
34,811
0.06
277,861
0.45
(2) Cash-settled derivatives:
50,996
0.08
15,911
0.03
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
64,400
0.11
78,300
0.13
TOTAL:
150,207
0.25
372,072
0.61
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
418
83.6 EUR
Common Stock
Purchase
60
83.7 EUR
Common Stock
Purchase
195
83.8 EUR
Common Stock
Purchase
248
83.85 EUR
Common Stock
Purchase
351
83.9 EUR
Common Stock
Purchase
341
83.95 EUR
Common Stock
Purchase
2,190
83.95 EUR
Common Stock
Purchase
7,936
84 EUR
Common Stock
Purchase
56
84.025 EUR
Common Stock
Purchase
49
84.05 EUR
Common Stock
Purchase
675
84.05 EUR
Common Stock
Purchase
295
84.075 EUR
Common Stock
Purchase
662
84.1 EUR
Common Stock
Purchase
1,943
84.1 EUR
Common Stock
Purchase
1,769
84.125 EUR
Common Stock
Purchase
4,113
84.15 EUR
Common Stock
Purchase
1,016
84.175 EUR
Common Stock
Purchase
639
84.2 EUR
Common Stock
Purchase
5,209
84.2 EUR
Common Stock
Purchase
200
84.2125 EUR
Common Stock
Purchase
384
84.225 EUR
Common Stock
Purchase
1,168
84.25 EUR
Common Stock
Purchase
6,570
84.25 EUR
Common Stock
Purchase
1,313
84.3 EUR
Common Stock
Purchase
1,828
84.3 EUR
Common Stock
Purchase
424
84.325 EUR
Common Stock
Purchase
698
84.35 EUR
Common Stock
Purchase
2,769
84.35 EUR
Common Stock
Purchase
205
84.4 EUR
Common Stock
Purchase
3,607
84.4 EUR
Common Stock
Purchase
10,068
84.4 EUR
Common Stock
Purchase
1,033
84.45 EUR
Common Stock
Purchase
976
84.5 EUR
Common Stock
Purchase
1,630
84.55 EUR
Common Stock
Purchase
1,220
84.6 EUR
Common Stock
Purchase
1,910
84.6 EUR
Common Stock
Purchase
1,435
84.65 EUR
Common Stock
Purchase
1,609
84.7 EUR
Common Stock
Purchase
887
84.75 EUR
Common Stock
Purchase
3,463
84.8 EUR
Common Stock
Purchase
1,690
84.85 EUR
Common Stock
Purchase
314
84.9 EUR
Common Stock
Sale
-337
83.65 EUR
Common Stock
Sale
-509
83.7 EUR
Common Stock
Sale
-663
83.75 EUR
Common Stock
Sale
-486
83.75 EUR
Common Stock
Sale
-269
83.8 EUR
Common Stock
Sale
-970
83.85 EUR
Common Stock
Sale
-924
83.9 EUR
Common Stock
Sale
-573
83.9 EUR
Common Stock
Sale
-800
83.925 EUR
Common Stock
Sale
-2,413
83.95 EUR
Common Stock
Sale
-1,106
83.95 EUR
Common Stock
Sale
-4,235
84 EUR
Common Stock
Sale
-1,361
84 EUR
Common Stock
Sale
-3,992
84.05 EUR
Common Stock
Sale
-400
84.05 EUR
Common Stock
Sale
-4,636
84.1 EUR
Common Stock
Sale
-762
84.1 EUR
Common Stock
Sale
-6,569
84.15 EUR
Common Stock
Sale
-477
84.15 EUR
Common Stock
Sale
-4,149
84.2 EUR
Common Stock
Sale
-297
84.2 EUR
Common Stock
Sale
-2,094
84.25 EUR
Common Stock
Sale
-1,299
84.3 EUR
Common Stock
Sale
-367
84.3 EUR
Common Stock
Sale
-1,754
84.35 EUR
Common Stock
Sale
-122
84.35 EUR
Common Stock
Sale
-354
84.375 EUR
Common Stock
Sale
-650
84.4 EUR
Common Stock
Sale
-138
84.4 EUR
Common Stock
Sale
-560
84.45 EUR
Common Stock
Sale
-15
84.475 EUR
Common Stock
Sale
-840
84.5 EUR
Common Stock
Sale
-60
84.5 EUR
Common Stock
Sale
-168
84.525 EUR
Common Stock
Sale
-2,493
84.55 EUR
Common Stock
Sale
-143
84.55 EUR
Common Stock
Sale
-343
84.575 EUR
Common Stock
Sale
-1,875
84.6 EUR
Common Stock
Sale
-147
84.6 EUR
Common Stock
Sale
-4,950
84.614485 EUR
Common Stock
Sale
-194
84.625 EUR
Common Stock
Sale
-2,120
84.65 EUR
Common Stock
Sale
-140
84.65 EUR
Common Stock
Sale
-833
84.675 EUR
Common Stock
Sale
-455
84.7 EUR
Common Stock
Sale
-25
84.725 EUR
Common Stock
Sale
-176
84.75 EUR
Common Stock
Sale
-553
84.8 EUR
Common Stock
Sale
-10
84.825 EUR
Common Stock
Sale
-576
84.85 EUR
Common Stock
Sale
-265
84.85 EUR
Common Stock
Sale
-267
84.9 EUR
Common Stock
Sale
-365
84.95 EUR
Common Stock
Sale
-7
84.975 EUR
Common Stock
Sale
-236
85 EUR
Common Stock
Sale
-10
85.05 EUR
Class of relevant security
ISIN XS1940192039
Purchase/sale
Number of securities
Price per unit
Convertible Bond
Sale
-1,000,000
140 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 short position
-7,807
84.157321 EUR
Common Stock
CFD
Opening short position
-1,685
84.170208 EUR
Common Stock
CFD
Opening/Closing a position
-4,798
84.157321 EUR
Common Stock
CFD
Opening/Closing a position
3,721
84.423072 EUR
Common Stock
CFD
Opening/Closing a position
831
84.501083 EUR
Common Stock
CFD
Opening/Closing a position
246
84.85 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
Put Option
Purchasing
-600
78 EUR
American
17/01/2020
0.6 EUR
Common
Put Option
Purchasing
-1,200
72 EUR
American
21/02/2020
0.9 EUR
Common
Put Option
Purchasing
-700
72 EUR
American
21/02/2020
1 EUR
Common
Call Option
Purchasing
100
90 EUR
American
21/02/2020
2.1 EUR
Common
Call Option
Purchasing
100
88 EUR
American
21/02/2020
3.15 EUR
Common
Call Option
Purchasing
500
86 EUR
American
21/02/2020
3.8 EUR
Common
Call Option
Purchasing
100
76 EUR
American
21/02/2020
9.8 EUR
Common
Call Option
Writing
-2,800
88 EUR
American
17/01/2020
1.1 EUR
Common
Call Option
Writing
-2,000
96 EUR
American
21/02/2020
1.3 EUR
Common
Call Option
Writing
-3,000
96 EUR
American
21/02/2020
1.4 EUR
Common
Put Option
Writing
100
82 EUR
American
17/01/2020
1.55 EUR
Common
Call Option
Writing
-1,000
92 EUR
American
21/02/2020
2.2 EUR
Common
Put Option
Writing
300
86 EUR
American
21/02/2020
5.9 EUR
Common
Call Option
Writing
-100
80 EUR
American
21/02/2020
6.9 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:
07 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
700
90 EUR
American
21/02/2020
Common
Call Option
Purchased
4300
90 EUR
American
17/01/2020
Common
Call Option
Purchased
200
100 EUR
American
17/01/2020
Common
Call Option
Purchased
1000
86 EUR
American
21/02/2020
Common
Put Option
Written
2300
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
-1100
88 EUR
American
21/02/2020
Common
Put Option
Purchased
-1000
88 EUR
American
21/02/2020
Common
Call Option
Purchased
19200
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
1900
82 EUR
American
21/02/2020
Common
Call Option
Purchased
2200
92 EUR
American
21/02/2020
Common
Call Option
Written
-5400
96 EUR
American
21/02/2020
Common
Put Option
Written
4900
80 EUR
American
21/02/2020
Common
Put Option
Purchased
-7300
72 EUR
American
21/02/2020
Common
Put Option
Written
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
-3800
80 EUR
American
21/02/2020
Common
Call Option
Purchased
1700
84 EUR
American
21/02/2020
Common
Call Option
Purchased
800
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
-2100
82 EUR
American
17/01/2020
Common
Put Option
Purchased
-1900
82 EUR
American
17/01/2020
Common
Call Option
Written
-700
92 EUR
American
17/01/2020
Common
Put Option
Purchased
-100
92 EUR
American
17/01/2020
Common
Put Option
Purchased
-1300
78 EUR
American
17/01/2020
Common
Call Option
Written
-5000
78 EUR
American
17/01/2020
Common
Call Option
Purchased
4400
88 EUR
American
17/01/2020
Common
Call Option
Purchased
200
68 EUR
American
17/01/2020
Common
Call Option
Purchased
1800
74 EUR
American
17/01/2020
Common
Call Option
Purchased
2100
84 EUR
American
17/01/2020
Common
Call Option
Written
-5900
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-2700
80 EUR
American
17/01/2020
Common
Put Option
Purchased
-4400
74 EUR
American
17/01/2020
Common
Put Option
Purchased
-3400
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
9600
76 EUR
American
17/01/2020
Common
Call Option
Purchased
1100
72 EUR
American
17/01/2020
Common
Put Option
Purchased
-7800
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.ENDRETUBORRROUARAR
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