Form 8.3 - Takeaway.com N.V.

LONDON--()-- 

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:

 

Millennium International Management LP

(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 N.V.

(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

 

11 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”

 

Yes, 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:

 

EUR 0.04 (NL0012015705)

 

 

 

 

Interests

 

Short positions

 

Number

 

%

 

Number

 

%

(1) Relevant securities owned and/or controlled:

 

-

 

-

 

-

 

-

(2) Cash-settled derivatives:

 

 

9,264

 

0.015%

 

170,485

 

0.279%

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

 

-

 

-

 

-

 

-

 

TOTAL:

 

9,264

 

0.015%

 

170,485

 

0.279%

Class of relevant security:

 

Convertible Bond (XS1940192039)

 

 

 

Interests

 

Short positions

 

Number

 

%

 

Number

 

%

(1) Relevant securities owned and/or controlled:

 

10,000,000

 

4.000%

 

-

 

-

(2) Cash-settled derivatives:

 

 

-

 

-

 

-

 

-

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

 

-

 

-

 

-

 

-

 

TOTAL:

 

10,000,000

 

4.000%

 

-

 

-

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

 

Purchase/sale

 

 

Number of securities

 

Price per unit (EUR)

 

 

 

 

 

 

 

(b) Cash-settled derivative transactions

Class of relevant security

 

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
(EUR)

NL0012015705

 

CFD

 

Reducing a short position

 

61

 

71.11

NL0012015705

 

CFD

 

Reducing a short position

 

615

 

72.44

NL0012015705

 

CFD

 

Reducing a short position

 

67

 

71.52

NL0012015705

 

CFD

 

Reducing a short position

 

687

 

71.85

NL0012015705

 

CFD

 

Reducing a short position

 

114

 

72.01

NL0012015705

 

CFD

 

Increasing a short position

 

1,730

 

72.22

NL0012015705

 

CFD

 

Increasing a short position

 

490

 

72.40

NL0012015705

 

CFD

 

Increasing a short position

 

222

 

72.40

NL0012015705

 

CFD

 

Increasing a short position

 

861

 

72.34

NL0012015705

 

CFD

 

Increasing a short position

 

4

 

72.35

NL0012015705

 

CFD

 

Reducing a short position

 

59

 

72.16

NL0012015705

 

CFD

 

Reducing a short position

 

1,182

 

72.50

NL0012015705

 

CFD

 

Reducing a long position

 

1,700

 

72.34

NL0012015705

 

CFD

 

Reducing a short position

 

3,000

 

72.24

NL0012015705

 

CFD

 

Reducing a short position

 

181

 

72.10

NL0012015705

 

CFD

 

Reducing a short position

 

1,182

 

72.43

NL0012015705

 

CFD

 

Increasing a short position

 

696

 

72.46

NL0012015705

 

CFD

 

Increasing a short position

 

11

 

72.41

NL0012015705

 

CFD

 

Increasing a short position

 

887

 

72.28

NL0012015705

 

CFD

 

Reducing a short position

 

974

 

72.00

NL0012015705

 

CFD

 

Increasing a short position

 

17

 

72.02

NL0012015705

 

CFD

 

Increasing a short position

 

161

 

72.08

NL0012015705

 

CFD

 

Increasing a short position

 

39

 

72.25

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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?

 

NO

Date of disclosure:

 

14 October 2019

Contact name:

 

Milos Naumovic

Telephone number:

 

+44 203 650 8203

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. 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.

Short Name: MILLENNIUM PARTNERS, L.P.
Category Code: RET
Sequence Number: 678124
Time of Receipt (offset from UTC): 20191014T150335+0100

Contacts

Millennium Partners, L.P.

Contacts

Millennium Partners, L.P.