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Form 8.3 - Takeaway.com N.V.

17 Sep 2019 12:56

RNS Number : 6340M
Citadel Group
17 September 2019
 

 

 

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

19 August, 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:

128,318

0.21

334,866

0.55

(2) Cash-settled derivatives:

54,839

0.09

10,204

0.02

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

10,700

0.02

47,500

0.08

TOTAL:

193,857

0.32

392,570

0.64

Class of relevant security:

Convertible Bond ISIN XS1940192039

Interests

Short Positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

54,100,000

21.64

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:

54,100,000

21.64

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

110

83.6 EUR

Common Stock

Purchase

2

83.65 EUR

Common Stock

Purchase

11

83.85 EUR

Common Stock

Purchase

166

84 EUR

Common Stock

Purchase

5

84.1 EUR

Common Stock

Purchase

25

84.1 EUR

Common Stock

Purchase

55

84.15 EUR

Common Stock

Purchase

69

84.15 EUR

Common Stock

Purchase

58

84.2 EUR

Common Stock

Purchase

213

84.2 EUR

Common Stock

Purchase

505

84.25 EUR

Common Stock

Purchase

1,297

84.3 EUR

Common Stock

Purchase

617

84.35 EUR

Common Stock

Purchase

70

84.4 EUR

Common Stock

Purchase

22

84.45 EUR

Common Stock

Purchase

241

84.45 EUR

Common Stock

Purchase

461

84.5 EUR

Common Stock

Purchase

9

84.55 EUR

Common Stock

Purchase

1,601

84.55 EUR

Common Stock

Purchase

51

84.6 EUR

Common Stock

Purchase

2,493

84.6 EUR

Common Stock

Purchase

313

84.65 EUR

Common Stock

Purchase

1,866

84.65 EUR

Common Stock

Purchase

176

84.7 EUR

Common Stock

Purchase

1,594

84.7 EUR

Common Stock

Purchase

867

84.75 EUR

Common Stock

Purchase

2,675

84.8 EUR

Common Stock

Purchase

30

84.85 EUR

Common Stock

Purchase

2,184

84.85 EUR

Common Stock

Purchase

24

84.9 EUR

Common Stock

Purchase

1,477

84.9 EUR

Common Stock

Purchase

55

84.95 EUR

Common Stock

Purchase

1,304

84.95 EUR

Common Stock

Purchase

357

85 EUR

Common Stock

Purchase

663

85 EUR

Common Stock

Purchase

21

85.05 EUR

Common Stock

Purchase

262

85.05 EUR

Common Stock

Purchase

16

85.1 EUR

Common Stock

Sale

-167

83.95 EUR

Common Stock

Sale

-80

84 EUR

Common Stock

Sale

-173

84.05 EUR

Common Stock

Sale

-171

84.1 EUR

Common Stock

Sale

-346

84.15 EUR

Common Stock

Sale

-276

84.15 EUR

Common Stock

Sale

-502

84.2 EUR

Common Stock

Sale

-104

84.2 EUR

Common Stock

Sale

-74

84.25 EUR

Common Stock

Sale

-433

84.3 EUR

Common Stock

Sale

-138

84.35 EUR

Common Stock

Sale

-765

84.4 EUR

Common Stock

Sale

-924

84.45 EUR

Common Stock

Sale

-37

84.45 EUR

Common Stock

Sale

-214

84.475 EUR

Common Stock

Sale

-624

84.5 EUR

Common Stock

Sale

-113

84.5 EUR

Common Stock

Sale

-94

84.55 EUR

Common Stock

Sale

-5

84.55 EUR

Common Stock

Sale

-1,213

84.6 EUR

Common Stock

Sale

-3,728

84.61578 EUR

Common Stock

Sale

-657

84.65 EUR

Common Stock

Sale

-14

84.65 EUR

Common Stock

Sale

-4,380

84.692272 EUR

Common Stock

Sale

-2,303

84.7 EUR

Common Stock

Sale

-61

84.7 EUR

Common Stock

Sale

-694

84.75 EUR

Common Stock

Sale

-2,783

84.8 EUR

Common Stock

Sale

-55

84.8 EUR

Common Stock

Sale

-2,090

84.85 EUR

Common Stock

Sale

-18

84.85 EUR

Common Stock

Sale

-36

84.875 EUR

Common Stock

Sale

-717

84.9 EUR

Common Stock

Sale

-27

84.9 EUR

Common Stock

Sale

-1,588

84.95 EUR

Common Stock

Sale

-536

84.95 EUR

Common Stock

Sale

-1,074

85 EUR

Common Stock

Sale

-194

85.05 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

900

84.77044444 EUR

Common Stock

CFD

Opening/Closing a position

-144

84.504167 EUR

Common Stock

CFD

Opening/Closing a position

457

84.637619 EUR

Common Stock

CFD

Opening/Closing a position

-313

84.65 EUR

Common Stock

CFD

Reducing short position

681

84.637619 EUR

Common Stock

CFD

Reducing short position

7,133

84.637619 EUR

Common Stock

CFD

Reducing short position

218

84.75 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

200

88 EUR

American

20/09/2019

2.2 EUR

Common

Put Option

Purchasing

-100

84 EUR

American

18/10/2019

4.51 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:

17 September, 2019

 Contact name:

Pauline Rogers

 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

ISINNL0012015705

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

-100

74 USD

American

20/09/2019

Common

Call Option

Purchased

400

90 USD

American

18/10/2019

Common

Call Option

Purchased

100

94 USD

American

20/09/2019

Common

Put Option

Purchased

-100

100 USD

American

18/10/2019

Common

Call Option

Written

-200

64 USD

American

18/10/2019

Common

Call Option

Purchased

100

90 USD

American

20/09/2019

Common

Call Option

Written

-200

86 USD

American

18/10/2019

Common

Put Option

Purchased

-2600

86 USD

American

18/10/2019

Common

Put Option

Written

800

76 USD

American

18/10/2019

Common

Call Option

Written

-100

72 USD

American

18/10/2019

Common

Put Option

Written

400

78 USD

American

18/10/2019

Common

Put Option

Purchased

-1200

82 USD

American

18/10/2019

Common

Call Option

Written

-100

82 USD

American

18/10/2019

Common

Call Option

Written

-100

92 USD

American

18/10/2019

Common

Call Option

Written

-800

80 USD

American

18/10/2019

Common

Call Option

Written

-1000

88 USD

American

18/10/2019

Common

Call Option

Written

-900

78 USD

American

18/10/2019

Common

Put Option

Written

400

84 USD

American

18/10/2019

Common

Put Option

Purchased

-300

80 USD

American

18/10/2019

Common

Put Option

Written

900

72 USD

American

18/10/2019

Common

Call Option

Written

-400

100 USD

American

20/09/2019

Common

Put Option

Purchased

-700

86 USD

American

20/09/2019

Common

Call Option

Written

-100

86 USD

American

20/09/2019

Common

Call Option

Purchased

100

96 USD

American

20/09/2019

Common

Call Option

Purchased

4100

82 USD

American

20/09/2019

Common

Put Option

Purchased

-100

82 USD

American

20/09/2019

Common

Put Option

Purchased

-25900

78 USD

American

20/09/2019

Common

Call Option

Purchased

400

78 USD

American

20/09/2019

Common

Call Option

Purchased

700

88 USD

American

20/09/2019

Common

Put Option

Purchased

-2500

84 USD

American

20/09/2019

Common

Call Option

Written

-7200

92 USD

American

20/09/2019

Common

Put Option

Purchased

-300

80 USD

American

20/09/2019

Common

Put Option

Written

1900

72 USD

American

20/09/2019

Common

Call Option

Written

-1400

84 USD

American

20/09/2019

Common

Call Option

Written

-200

80 USD

American

20/09/2019

Common

Put Option

Written

400

88 USD

American

20/09/2019

Common

Put Option

Purchased

-1000

76 USD

American

20/09/2019

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.
 
END
 
 
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