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| 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 |
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| (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 | JUST EAT PLC | (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 | 23 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" | TAKEAWAY.COM NV |
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| 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) |
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| Class of relevant security: | Common Stock ISIN GB00BKX5CN86 |
| Interests | Short Positions |
| Number | % | Number | % | (1) Relevant securities owned and/or controlled: | 353,460 | 0.05 | 0 | 0.00 | (2) Cash-settled derivatives: | 1,052,830 | 0.15 | 81 | 0.00 | (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 | TOTAL: | 1,406,290 | 0.21 | 81 | 0.00 |
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| 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) |
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| Class of relevant security in relation to which subscription right exists: |
| Details, including nature of the rights concerned and relevant percentages: |
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| 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 |
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| Class of relevant security ISIN GB00BKX5CN86 | Purchase/sale | Number of securities | Price per unit | Common Stock (ADR) | a buy | 399 | 4.7575 USD | Common Stock (ADR) | a buy | 280 | 4.79 USD | Common Stock (ADR) | a sell | -399 | 4.7575 USD | Common Stock (ADR) | a sell | -280 | 4.79 USD | Common Stock | Purchase | 500 | 7.304 GBP | Common Stock | Purchase | 2,554 | 7.31 GBP | Common Stock | Purchase | 4,468 | 7.32 GBP | Common Stock | Purchase | 11 | 7.324 GBP | Common Stock | Purchase | 7,900 | 7.326 GBP | Common Stock | Purchase | 1,176 | 7.332 GBP | Common Stock | Purchase | 2,507 | 7.334 GBP | Common Stock | Purchase | 1,516 | 7.336 GBP | Common Stock | Purchase | 3,762 | 7.338 GBP | Common Stock | Purchase | 3,889 | 7.342 GBP | Common Stock | Purchase | 6,567 | 7.344 GBP | Common Stock | Purchase | 3 | 7.346 GBP | Common Stock | Purchase | 3,516 | 7.346 GBP | Common Stock | Purchase | 55 | 7.348 GBP | Common Stock | Purchase | 6,312 | 7.348 GBP | Common Stock | Purchase | 4,390 | 7.35 GBP | Common Stock | Purchase | 7,088 | 7.352 GBP | Common Stock | Purchase | 41 | 7.354 GBP | Common Stock | Purchase | 22,258 | 7.354 GBP | Common Stock | Purchase | 417 | 7.356 GBP | Common Stock | Purchase | 9,720 | 7.356 GBP | Common Stock | Purchase | 3,552 | 7.358 GBP | Common Stock | Purchase | 3,012 | 7.36 GBP | Common Stock | Purchase | 2,145 | 7.362 GBP | Common Stock | Purchase | 86 | 7.364 GBP | Common Stock | Purchase | 409 | 7.364 GBP | Common Stock | Purchase | 46 | 7.366 GBP | Common Stock | Purchase | 3,390 | 7.366 GBP | Common Stock | Purchase | 3,993 | 7.368 GBP | Common Stock | Purchase | 610 | 7.37 GBP | Common Stock | Purchase | 1,023 | 7.372 GBP | Common Stock | Purchase | 1,400 | 7.372 GBP | Common Stock | Purchase | 576 | 7.374 GBP | Common Stock | Purchase | 4,176 | 7.376 GBP | Common Stock | Purchase | 12,677 | 7.378 GBP | Common Stock | Purchase | 8,992 | 7.38 GBP | Common Stock | Purchase | 2,152 | 7.382 GBP | Common Stock | Purchase | 4,976 | 7.382 GBP | Common Stock | Purchase | 111 | 7.384 GBP | Common Stock | Purchase | 6,872 | 7.384 GBP | Common Stock | Purchase | 10,522 | 7.386 GBP | Common Stock | Purchase | 4,758 | 7.388 GBP | Common Stock | Purchase | 25,095 | 7.388 GBP | Common Stock | Purchase | 4,661 | 7.3885 GBP | Common Stock | Purchase | 2,568 | 7.3895 GBP | Common Stock | Purchase | 1,352 | 7.39 GBP | Common Stock | Purchase | 38,539 | 7.39 GBP | Common Stock | Purchase | 21,209 | 7.392 GBP | Common Stock | Purchase | 842 | 7.394 GBP | Common Stock | Purchase | 4,379 | 7.394 GBP | Common Stock | Purchase | 4,812 | 7.395 GBP | Common Stock | Purchase | 12,993 | 7.396 GBP | Common Stock | Purchase | 632 | 7.398 GBP | Common Stock | Purchase | 57,714 | 7.398 GBP | Common Stock | Purchase | 23,575 | 7.4 GBP | Common Stock | Purchase | 109,766 | 7.4 GBP | Common Stock | Purchase | 5,704 | 7.402 GBP | Common Stock | Purchase | 850 | 7.404 GBP | Common Stock | Purchase | 1,852 | 7.408 GBP | Common Stock | Purchase | 4,970 | 7.41 GBP | Common Stock | Purchase | 636 | 7.414 GBP | Common Stock | Purchase | 498 | 7.416 GBP | Common Stock | Purchase | 430 | 7.418 GBP | Common Stock | Purchase | 500 | 7.418 GBP | Common Stock | Purchase | 92 | 7.42 GBP | Common Stock | Purchase | 983 | 7.42 GBP | Common Stock | Purchase | 1,145 | 7.422 GBP | Common Stock | Purchase | 2,854 | 7.424 GBP | Common Stock | Purchase | 600 | 7.428 GBP | Common Stock | Purchase | 325 | 7.43 GBP | Common Stock | Purchase | 260 | 7.432 GBP | Common Stock | Purchase | 1,166 | 7.434 GBP | Common Stock | Purchase | 15,317 | 7.436 GBP | Common Stock | Purchase | 2,656 | 7.438 GBP | Common Stock | Purchase | 3,109 | 7.44 GBP | Common Stock | Purchase | 2,709 | 7.442 GBP | Common Stock | Purchase | 3,254 | 7.4435 GBP | Common Stock | Purchase | 1,912 | 7.444 GBP | Common Stock | Purchase | 7,938 | 7.446 GBP | Common Stock | Purchase | 3,414 | 7.447 GBP | Common Stock | Purchase | 1,634 | 7.448 GBP | Common Stock | Purchase | 8,222 | 7.448 GBP | Common Stock | Purchase | 2,733 | 7.45 GBP | Common Stock | Purchase | 10,855 | 7.45 GBP | Common Stock | Purchase | 2,839 | 7.452 GBP | Common Stock | Purchase | 4,075 | 7.452 GBP | Common Stock | Purchase | 6,224 | 7.454 GBP | Common Stock | Purchase | 7,192 | 7.456 GBP | Common Stock | Purchase | 3,384 | 7.458 GBP | Common Stock | Purchase | 78 | 7.46 GBP | Common Stock | Purchase | 1,376 | 7.4605 GBP | Common Stock | Purchase | 713 | 7.462 GBP | Common Stock | Purchase | 61 | 7.464 GBP | Common Stock | Purchase | 3,130 | 7.464 GBP | Common Stock | Purchase | 930 | 7.468 GBP | Common Stock | Purchase | 1,044 | 7.47 GBP | Common Stock | Purchase | 2,474 | 7.472 GBP | Common Stock | Purchase | 1,664 | 7.474 GBP | Common Stock | Purchase | 830 | 7.48 GBP | Common Stock | Purchase | 1,776 | 7.482 GBP | Common Stock | Sale | -1,229 | 7.316 GBP | Common Stock | Sale | -13,117 | 7.32 GBP | Common Stock | Sale | -170 | 7.324 GBP | Common Stock | Sale | -7,900 | 7.326 GBP | Common Stock | Sale | -2,475 | 7.332 GBP | Common Stock | Sale | -116 | 7.334 GBP | Common Stock | Sale | -3,300 | 7.338 GBP | Common Stock | Sale | -500 | 7.34 GBP | Common Stock | Sale | -327 | 7.348 GBP | Common Stock | Sale | -1,199 | 7.354 GBP | Common Stock | Sale | -632 | 7.356 GBP | Common Stock | Sale | -512 | 7.358 GBP | Common Stock | Sale | -187 | 7.366 GBP | Common Stock | Sale | -1,530 | 7.372 GBP | Common Stock | Sale | -302 | 7.376 GBP | Common Stock | Sale | -1,385 | 7.378 GBP | Common Stock | Sale | -4,195 | 7.38 GBP | Common Stock | Sale | -3,908 | 7.3812 GBP | Common Stock | Sale | -1,700 | 7.382 GBP | Common Stock | Sale | -15,899 | 7.384 GBP | Common Stock | Sale | -2,841 | 7.3852 GBP | Common Stock | Sale | -5,316 | 7.386 GBP | Common Stock | Sale | -2,391 | 7.3876 GBP | Common Stock | Sale | -13,313 | 7.388 GBP | Common Stock | Sale | -9,775 | 7.39 GBP | Common Stock | Sale | -2,204 | 7.392 GBP | Common Stock | Sale | -1,570 | 7.394 GBP | Common Stock | Sale | -2,879 | 7.396 GBP | Common Stock | Sale | -5,608 | 7.4 GBP | Common Stock | Sale | -239 | 7.402 GBP | Common Stock | Sale | -2,589 | 7.404 GBP | Common Stock | Sale | -1,000 | 7.408 GBP | Common Stock | Sale | -50 | 7.41 GBP | Common Stock | Sale | -359 | 7.412 GBP | Common Stock | Sale | -1,340 | 7.42 GBP | Common Stock | Sale | -28 | 7.426 GBP | Common Stock | Sale | -600 | 7.428 GBP | Common Stock | Sale | -523 | 7.43 GBP | Common Stock | Sale | -1,907 | 7.432 GBP | Common Stock | Sale | -248 | 7.434 GBP | Common Stock | Sale | -10,000 | 7.436 GBP | Common Stock | Sale | -1,148 | 7.438 GBP | Common Stock | Sale | -3,862 | 7.44 GBP | Common Stock | Sale | -550 | 7.442 GBP | Common Stock | Sale | -2,314 | 7.444 GBP | Common Stock | Sale | -7,995 | 7.446 GBP | Common Stock | Sale | -1,163 | 7.4475 GBP | Common Stock | Sale | -8,265 | 7.448 GBP | Common Stock | Sale | -39,918 | 7.45 GBP | Common Stock | Sale | -7,450 | 7.452 GBP | Common Stock | Sale | -5,674 | 7.454 GBP | Common Stock | Sale | -1,206 | 7.456 GBP | Common Stock | Sale | -4,111 | 7.457 GBP | Common Stock | Sale | -6,614 | 7.458 GBP | Common Stock | Sale | -347 | 7.46 GBP | Common Stock | Sale | -1,960 | 7.462 GBP | Common Stock | Sale | -935 | 7.464 GBP | Common Stock | Sale | -711 | 7.466 GBP | Common Stock | Sale | -1,100 | 7.468 GBP | Common Stock | Sale | -1,700 | 7.47 GBP | Common Stock | Sale | -711 | 7.474 GBP | Common Stock | Sale | -2,037 | 7.476 GBP | Common Stock | Sale | -1,630 | 7.478 GBP | Common Stock | Sale | -1,819 | 7.48 GBP | Common Stock | Sale | -9,904 | 7.486 GBP | Common Stock | Sale | -2,531 | 7.488 GBP | Common Stock | Sale | -354 | 7.49 GBP | Common Stock | Sale | -700 | 7.496 GBP |
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| (b) Cash-settled derivative transactions |
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| Class of relevant security ISIN GB00BKX5CN86 | 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/Opening short position | -1,536,677 | 7.32 GBP | Common Stock | CFD | Closing short position/Opening long position | 1,541,627 | 7.32 GBP | Common Stock | CFD | Reducing long position | -4,950 | 7.32 GBP | Common Stock | CFD | Reducing short position | 168,125 | 7.393693 GBP |
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| (c) Stock-settled derivative transactions (including options) (i) Writing, selling, purchasing or varying |
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| 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 |
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| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
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| (d) Other dealings (including subscribing for new securities) |
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| Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
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| 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements |
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| 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 |
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| (b) Agreements, arrangements or understandings relating to options or derivatives |
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| 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 |
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| Is a Supplemental Form 8 (Open Positions) attached? | NO |
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| Date of disclosure: | 24 October, 2019 | Contact name: | Katie Bonds | Telephone number*: | 020 7645 9700 |
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| 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. |
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