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Just Eat Takeaway.com N.V. — Director's Dealing 2019
Oct 21, 2019
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Director's Dealing
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RNS Number : 5587Q
Citadel Group
21 October 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 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 |
18 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: | 24,668 | 0.04 | 647,609 | 1.06 |
| (2) Cash-settled derivatives: | 64,216 | 0.10 | 57,255 | 0.09 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 21,600 | 0.04 | 33,100 | 0.05 |
| TOTAL: | 110,484 | 0.18 | 737,964 | 1.21 |
| 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 | 77 | 73.2 EUR |
| Common Stock | Purchase | 132 | 73.2 EUR |
| Common Stock | Purchase | 167 | 73.25 EUR |
| Common Stock | Purchase | 170 | 73.25 EUR |
| Common Stock | Purchase | 820 | 73.3 EUR |
| Common Stock | Purchase | 312 | 73.35 EUR |
| Common Stock | Purchase | 1,311 | 73.35 EUR |
| Common Stock | Purchase | 179 | 73.4 EUR |
| Common Stock | Purchase | 388 | 73.4 EUR |
| Common Stock | Purchase | 8 | 73.45 EUR |
| Common Stock | Purchase | 35 | 73.55 EUR |
| Common Stock | Purchase | 64 | 73.6 EUR |
| Common Stock | Purchase | 77 | 73.6 EUR |
| Common Stock | Purchase | 400 | 73.65 EUR |
| Common Stock | Purchase | 457 | 73.7 EUR |
| Common Stock | Purchase | 115 | 73.75 EUR |
| Common Stock | Purchase | 793 | 73.8 EUR |
| Common Stock | Purchase | 62 | 73.85 EUR |
| Common Stock | Purchase | 1,158 | 73.85 EUR |
| Common Stock | Purchase | 231 | 73.9 EUR |
| Common Stock | Purchase | 678 | 73.95 EUR |
| Common Stock | Purchase | 551 | 74 EUR |
| Common Stock | Purchase | 779 | 74.05 EUR |
| Common Stock | Purchase | 483 | 74.1 EUR |
| Common Stock | Purchase | 1,965 | 74.1 EUR |
| Common Stock | Purchase | 177 | 74.15 EUR |
| Common Stock | Purchase | 1,861 | 74.15 EUR |
| Common Stock | Purchase | 833 | 74.2 EUR |
| Common Stock | Purchase | 2,857 | 74.2 EUR |
| Common Stock | Purchase | 567 | 74.25 EUR |
| Common Stock | Purchase | 2,463 | 74.25 EUR |
| Common Stock | Purchase | 282 | 74.3 EUR |
| Common Stock | Purchase | 2,141 | 74.3 EUR |
| Common Stock | Purchase | 62 | 74.35 EUR |
| Common Stock | Purchase | 715 | 74.35 EUR |
| Common Stock | Purchase | 1,296 | 74.35 EUR |
| Common Stock | Purchase | 5,623 | 74.35 EUR |
| Common Stock | Purchase | 173 | 74.4 EUR |
| Common Stock | Purchase | 402 | 74.4 EUR |
| Common Stock | Purchase | 70 | 74.45 EUR |
| Common Stock | Purchase | 72 | 74.475 EUR |
| Common Stock | Purchase | 139 | 74.5 EUR |
| Common Stock | Purchase | 54 | 74.525 EUR |
| Common Stock | Sale | -223 | 73.25 EUR |
| Common Stock | Sale | -130 | 73.25 EUR |
| Common Stock | Sale | -1,835 | 73.3 EUR |
| Common Stock | Sale | -427 | 73.3 EUR |
| Common Stock | Sale | -229 | 73.325 EUR |
| Common Stock | Sale | -1,160 | 73.35 EUR |
| Common Stock | Sale | -873 | 73.35 EUR |
| Common Stock | Sale | -973 | 73.4 EUR |
| Common Stock | Sale | -677 | 73.4 EUR |
| Common Stock | Sale | -502 | 73.425 EUR |
| Common Stock | Sale | -241 | 73.45 EUR |
| Common Stock | Sale | -234 | 73.45 EUR |
| Common Stock | Sale | -166 | 73.5 EUR |
| Common Stock | Sale | -133 | 73.55 EUR |
| Common Stock | Sale | -56 | 73.6 EUR |
| Common Stock | Sale | -8 | 73.6 EUR |
| Common Stock | Sale | -220 | 73.75 EUR |
| Common Stock | Sale | -6 | 73.75 EUR |
| Common Stock | Sale | -117 | 73.8 EUR |
| Common Stock | Sale | -42 | 73.8 EUR |
| Common Stock | Sale | -763 | 73.85 EUR |
| Common Stock | Sale | -64 | 73.85 EUR |
| Common Stock | Sale | -997 | 73.9 EUR |
| Common Stock | Sale | -342 | 73.95 EUR |
| Common Stock | Sale | -670 | 74 EUR |
| Common Stock | Sale | -92 | 74 EUR |
| Common Stock | Sale | -1,546 | 74.05 EUR |
| Common Stock | Sale | -98 | 74.05 EUR |
| Common Stock | Sale | -5,180 | 74.1 EUR |
| Common Stock | Sale | -209 | 74.125 EUR |
| Common Stock | Sale | -3,571 | 74.15 EUR |
| Common Stock | Sale | -188 | 74.15 EUR |
| Common Stock | Sale | -1,071 | 74.175 EUR |
| Common Stock | Sale | -5,904 | 74.2 EUR |
| Common Stock | Sale | -776 | 74.2 EUR |
| Common Stock | Sale | -1,378 | 74.25 EUR |
| Common Stock | Sale | -730 | 74.25 EUR |
| Common Stock | Sale | -950 | 74.3 EUR |
| Common Stock | Sale | -230 | 74.3 EUR |
| Common Stock | Sale | -549 | 74.35 EUR |
| Common Stock | Sale | -31 | 74.35 EUR |
| Common Stock | Sale | -1,353 | 74.4 EUR |
| Common Stock | Sale | -159 | 74.4 EUR |
| Common Stock | Sale | -192 | 74.45 EUR |
| Common Stock | Sale | -266 | 74.5 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 | -6,769 | 74.35 EUR |
| Common Stock | CFD | Increasing long position | 6,769 | 74.35 EUR |
| Common Stock | CFD | Increasing short position | -5,623 | 74.35 EUR |
| Common Stock | CFD | Increasing short position | -1,296 | 74.35 EUR |
| Common Stock | CFD | Opening/Closing a position | 1,109 | 73.471731 EUR |
| Common Stock | CFD | Opening/Closing a position | 449 | 73.548664 EUR |
| Common Stock | CFD | Opening/Closing a position | -1,558 | 73.793701 EUR |
| Common Stock | CFD | Reducing long position | -905 | 73.45 EUR |
| Common Stock | CFD | Reducing long position | -4,034 | 73.554797 EUR |
| Common Stock | CFD | Reducing long position | -3,366 | 73.748164 EUR |
| Common Stock | CFD | Reducing long position | -1,299 | 73.793701 EUR |
| Common Stock | CFD | Reducing long position | -984 | 73.793701 EUR |
| Common Stock | CFD | Reducing long position | -148 | 73.793701 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 | 1,000 | 74 EUR | American | 18/10/2019 | 0.28 EUR |
| Common | Call Option | Purchasing | 100 | 80 EUR | American | 15/11/2019 | 0.3 EUR |
| Common | Call Option | Purchasing | 1,400 | 74 EUR | American | 18/10/2019 | 0.3 EUR |
| Common | Call Option | Purchasing | 900 | 74 EUR | American | 18/10/2019 | 0.55 EUR |
| Common | Put Option | Purchasing | -200 | 70 EUR | American | 15/11/2019 | 0.75 EUR |
| Common | Put Option | Purchasing | -500 | 74 EUR | American | 15/11/2019 | 2.37 EUR |
| Common | Call Option | Purchasing | 100 | 72 EUR | American | 15/11/2019 | 2.88 EUR |
| Common | Put Option | Purchasing | -200 | 76 EUR | American | 15/11/2019 | 3 EUR |
| Common | Put Option | Purchasing | -300 | 76 EUR | American | 15/11/2019 | 3.2 EUR |
| Common | Call Option | Purchasing | 2,500 | 72 EUR | American | 15/11/2019 | 3.4 EUR |
| Common | Put Option | Purchasing | -1,000 | 78 EUR | American | 15/11/2019 | 4.6 EUR |
| Common | Put Option | Purchasing | -100 | 78 EUR | American | 15/11/2019 | 5.05 EUR |
| Common | Put Option | Purchasing | -200 | 78 EUR | American | 15/11/2019 | 5.4 EUR |
| Common | Put Option | Purchasing | -100 | 82 EUR | American | 15/11/2019 | 8 EUR |
| Common | Call Option | Writing | -100 | 74 EUR | American | 18/10/2019 | 0.34 EUR |
| Common | Put Option | Writing | 500 | 80 EUR | American | 18/10/2019 | 6.8 EUR |
(ii) Exercise
| Class of relevant security ISIN NL0012015705 |
Product description e.g. call option |
Exercising/ exercised against | Number of securities | Exercise price per unit |
| Common | Call Option | Exercise | -1,800 | 64 EUR |
| Common | Put Option | Exercise | 200 | 74 EUR |
| Common | Put Option | Exercise | 800 | 80 EUR |
| Common | Put Option | Exercise | 1,000 | 82 EUR |
| Common | Put Option | Exercise | 600 | 84 EUR |
| Common | Put Option | Exercise | 2,500 | 86 EUR |
| Common | Put Option | Exercise | 100 | 100 EUR |
| Common | Call Option | Exercised against | 1,800 | 70 EUR |
| Common | Call Option | Exercised against | 9,200 | 72 EUR |
| Common | Put Option | Exercised against | -600 | 76 EUR |
(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: | 21 October, 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 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 | 300 | 70 EUR | American | 15/11/2019 |
| Common | Put Option | Purchased | -5700 | 70 EUR | American | 15/11/2019 |
| Common | Call Option | Purchased | 100 | 60 EUR | American | 15/11/2019 |
| Common | Call Option | Purchased | 1100 | 74 EUR | American | 15/11/2019 |
| Common | Put Option | Purchased | -1800 | 74 EUR | American | 15/11/2019 |
| Common | Put Option | Purchased | -1400 | 78 EUR | American | 15/11/2019 |
| Common | Call Option | Purchased | 1900 | 64 EUR | American | 15/11/2019 |
| Common | Put Option | Purchased | -5900 | 64 EUR | American | 15/11/2019 |
| Common | Call Option | Purchased | 2200 | 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 | 6500 | 72 EUR | American | 15/11/2019 |
| Common | Put Option | Purchased | -100 | 88 EUR | American | 15/11/2019 |
| Common | Call Option | Purchased | 4000 | 76 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 | -3800 | 68 EUR | American | 15/11/2019 |
| Common | Call Option | Purchased | 4300 | 80 EUR | American | 15/11/2019 |
| Common | Put Option | Purchased | -2000 | 80 EUR | American | 15/11/2019 |
| Common | Put Option | Purchased | -5200 | 72 EUR | American | 15/11/2019 |
| Common | Call Option | Written | -100 | 88 EUR | American | 15/11/2019 |
| Common | Put Option | Purchased | -200 | 82 EUR | American | 15/11/2019 |
| Common | Put Option | Purchased | -2700 | 76 EUR | American | 15/11/2019 |
| Common | Call Option | Purchased | 1100 | 96 EUR | American | 15/11/2019 |
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 [email protected] or visit www.rns.com.
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