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
08 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:
27,800,000
11.12
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:
27,800,000
11.12
0
0.00
Class of relevant security:
Common Stock ISIN NL0012015705
Interests
Short Positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
24,959
0.04
265,948
0.43
(2) Cash-settled derivatives:
46,045
0.08
15,910
0.03
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
66,900
0.11
79,900
0.13
TOTAL:
137,904
0.23
361,758
0.59
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
35
85.15 EUR
Common Stock
Purchase
131
85.2 EUR
Common Stock
Purchase
270
85.25 EUR
Common Stock
Purchase
582
85.275 EUR
Common Stock
Purchase
2,454
85.3 EUR
Common Stock
Purchase
1,303
85.35 EUR
Common Stock
Purchase
140
85.4 EUR
Common Stock
Purchase
194
85.45 EUR
Common Stock
Purchase
546
85.5 EUR
Common Stock
Purchase
679
85.525 EUR
Common Stock
Purchase
982
85.55 EUR
Common Stock
Purchase
127
85.6 EUR
Common Stock
Purchase
99
85.625 EUR
Common Stock
Purchase
186
85.65 EUR
Common Stock
Purchase
92
85.7 EUR
Common Stock
Purchase
38
85.75 EUR
Common Stock
Purchase
224
85.75 EUR
Common Stock
Purchase
70
85.775 EUR
Common Stock
Purchase
866
85.8 EUR
Common Stock
Purchase
99
85.825 EUR
Common Stock
Purchase
26
85.85 EUR
Common Stock
Purchase
383
85.85 EUR
Common Stock
Purchase
169
85.875 EUR
Common Stock
Purchase
294
85.9 EUR
Common Stock
Purchase
3,080
85.9 EUR
Common Stock
Purchase
975
85.95 EUR
Common Stock
Purchase
4,016
85.95 EUR
Common Stock
Purchase
2,407
86 EUR
Common Stock
Purchase
4,669
86 EUR
Common Stock
Purchase
1,080
86.05 EUR
Common Stock
Purchase
3,129
86.05 EUR
Common Stock
Purchase
7,047
86.1 EUR
Common Stock
Purchase
461
86.15 EUR
Common Stock
Purchase
84
86.2 EUR
Common Stock
Purchase
866
86.2 EUR
Common Stock
Purchase
41
86.25 EUR
Common Stock
Purchase
863
86.25 EUR
Common Stock
Purchase
13
86.3 EUR
Common Stock
Purchase
3,080
86.3 EUR
Common Stock
Purchase
105
86.35 EUR
Common Stock
Purchase
629
86.35 EUR
Common Stock
Purchase
417
86.4 EUR
Common Stock
Purchase
646
86.4 EUR
Common Stock
Purchase
142
86.45 EUR
Common Stock
Purchase
60
86.5 EUR
Common Stock
Purchase
217
86.5 EUR
Common Stock
Purchase
679
86.55 EUR
Common Stock
Purchase
255
86.6 EUR
Common Stock
Purchase
227
86.65 EUR
Common Stock
Purchase
283
86.7 EUR
Common Stock
Purchase
232
86.75 EUR
Common Stock
Sale
-75
85.05 EUR
Common Stock
Sale
-586
85.1 EUR
Common Stock
Sale
-60
85.15 EUR
Common Stock
Sale
-1,413
85.2 EUR
Common Stock
Sale
-570
85.25 EUR
Common Stock
Sale
-9
85.25 EUR
Common Stock
Sale
-522
85.3 EUR
Common Stock
Sale
-119
85.3 EUR
Common Stock
Sale
-1,058
85.35 EUR
Common Stock
Sale
-62
85.35 EUR
Common Stock
Sale
-502
85.4 EUR
Common Stock
Sale
-93
85.4 EUR
Common Stock
Sale
-1,642
85.45 EUR
Common Stock
Sale
-32
85.45 EUR
Common Stock
Sale
-177
85.5 EUR
Common Stock
Sale
-59
85.5 EUR
Common Stock
Sale
-2
85.55 EUR
Common Stock
Sale
-379
85.6 EUR
Common Stock
Sale
-770
85.65 EUR
Common Stock
Sale
-672
85.7 EUR
Common Stock
Sale
-2,500
85.75 EUR
Common Stock
Sale
-519
85.8 EUR
Common Stock
Sale
-2,923
85.85 EUR
Common Stock
Sale
-145
85.85 EUR
Common Stock
Sale
-662
85.875 EUR
Common Stock
Sale
-5,046
85.9 EUR
Common Stock
Sale
-2,301
85.9 EUR
Common Stock
Sale
-432
85.925 EUR
Common Stock
Sale
-4,008
85.95 EUR
Common Stock
Sale
-2,648
85.95 EUR
Common Stock
Sale
-339
85.975 EUR
Common Stock
Sale
-5,004
86 EUR
Common Stock
Sale
-449
86 EUR
Common Stock
Sale
-280
86.025 EUR
Common Stock
Sale
-55
86.025 EUR
Common Stock
Sale
-2,376
86.05 EUR
Common Stock
Sale
-293
86.05 EUR
Common Stock
Sale
-3,027
86.1 EUR
Common Stock
Sale
-1,301
86.1 EUR
Common Stock
Sale
-2,866
86.15 EUR
Common Stock
Sale
-689
86.15 EUR
Common Stock
Sale
-1,133
86.175 EUR
Common Stock
Sale
-3,298
86.2 EUR
Common Stock
Sale
-233
86.2 EUR
Common Stock
Sale
-262
86.225 EUR
Common Stock
Sale
-1,045
86.25 EUR
Common Stock
Sale
-2
86.25 EUR
Common Stock
Sale
-1,124
86.3 EUR
Common Stock
Sale
-28
86.3 EUR
Common Stock
Sale
-85
86.306176 EUR
Common Stock
Sale
-20
86.30625 EUR
Common Stock
Sale
-263
86.35 EUR
Common Stock
Sale
-239
86.35 EUR
Common Stock
Sale
-384
86.4 EUR
Common Stock
Sale
-1,054
86.45 EUR
Common Stock
Sale
-1,696
86.5 EUR
Common Stock
Sale
-2,325
86.55 EUR
Common Stock
Sale
-393
86.575 EUR
Common Stock
Sale
-746
86.6 EUR
Common Stock
Sale
-1
86.6 EUR
Common Stock
Sale
-98
86.7 EUR
Common Stock
Sale
-75
86.75 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
Closing long position
-919
85.993232 EUR
Common Stock
CFD
Closing long position
-4,895
86.026959 EUR
Common Stock
CFD
Increasing long position
598
85.601003 EUR
Common Stock
CFD
Increasing long position
321
85.792835 EUR
Common Stock
CFD
Opening short position
-226
85.120796 EUR
Common Stock
CFD
Opening short position
-3,642
85.993232 EUR
Common Stock
CFD
Opening short position
-8,647
85.995366 EUR
Common Stock
CFD
Opening short position
-2,949
86.026959 EUR
Common Stock
CFD
Opening short position
-446
86.090022 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
0.4 EUR
Common
Call Option
Purchasing
100
100 EUR
American
21/02/2020
0.75 EUR
Common
Call Option
Purchasing
300
90 EUR
American
17/01/2020
0.8 EUR
Common
Call Option
Purchasing
100
92 EUR
American
21/02/2020
2.25 EUR
Common
Call Option
Purchasing
100
92 EUR
American
21/02/2020
2.3 EUR
Common
Call Option
Purchasing
100
92 EUR
American
21/02/2020
2.35 EUR
Common
Call Option
Purchasing
100
96 EUR
American
20/03/2020
2.35 EUR
Common
Call Option
Writing
-900
92 EUR
American
17/01/2020
0.55 EUR
Common
Call Option
Writing
-100
90 EUR
American
17/01/2020
1 EUR
Common
Call Option
Writing
-100
90 EUR
American
17/01/2020
1.05 EUR
Common
Call Option
Writing
-500
86 EUR
American
20/03/2020
6.2 EUR
Common
Call Option
Writing
-100
82 EUR
American
21/02/2020
6.25 EUR
Common
Call Option
Writing
-100
72 EUR
American
20/03/2020
15.6 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:
09 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
100
96 EUR
American
20/03/2020
Common
Call Option
Written
-500
86 EUR
American
20/03/2020
Common
Call Option
Written
-100
72 EUR
American
20/03/2020
Common
Call Option
Purchased
700
90 EUR
American
21/02/2020
Common
Call Option
Purchased
4400
90 EUR
American
17/01/2020
Common
Call Option
Purchased
200
100 EUR
American
17/01/2020
Common
Call Option
Purchased
100
100 EUR
American
21/02/2020
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
-1000
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
-1000
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
4400
92 EUR
American
21/02/2020
Common
Call Option
Written
-6400
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
-1400
82 EUR
American
17/01/2020
Common
Call Option
Written
-1500
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
-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
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.ENDRETUKRARRWUARAR
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