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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 | 28 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" | TAKEAWAY.COM HOLDING BV |
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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: | 103,297 | 0.02 | 0 | 0.00 | (2) Cash-settled derivatives: | 1,985,156 | 0.29 | 2,201,344 | 0.32 | (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 | TOTAL: | 2,088,453 | 0.31 | 2,201,344 | 0.32 |
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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 | 2,163 | 4.6225 USD | Common Stock (ADR) | a sell | -2,163 | 4.6225 USD | Common Stock | Purchase | 10 | 7.474 GBP | Common Stock | Purchase | 145 | 7.476 GBP | Common Stock | Purchase | 117 | 7.478 GBP | Common Stock | Purchase | 333 | 7.48 GBP | Common Stock | Purchase | 768 | 7.482 GBP | Common Stock | Purchase | 393 | 7.486 GBP | Common Stock | Purchase | 263 | 7.502 GBP | Common Stock | Purchase | 212 | 7.508 GBP | Common Stock | Purchase | 2,104 | 7.51 GBP | Common Stock | Purchase | 531 | 7.512 GBP | Common Stock | Purchase | 10 | 7.514 GBP | Common Stock | Purchase | 756 | 7.518 GBP | Common Stock | Purchase | 318 | 7.52 GBP | Common Stock | Purchase | 1,128 | 7.524 GBP | Common Stock | Purchase | 890 | 7.526 GBP | Common Stock | Purchase | 155 | 7.53 GBP | Common Stock | Purchase | 1,548 | 7.536 GBP | Common Stock | Purchase | 2,255 | 7.538 GBP | Common Stock | Purchase | 64 | 7.54 GBP | Common Stock | Purchase | 356 | 7.541 GBP | Common Stock | Purchase | 2,186 | 7.542 GBP | Common Stock | Purchase | 827 | 7.543 GBP | Common Stock | Purchase | 659 | 7.544 GBP | Common Stock | Purchase | 5,964 | 7.546 GBP | Common Stock | Purchase | 2,306 | 7.548 GBP | Common Stock | Purchase | 824 | 7.549 GBP | Common Stock | Purchase | 914 | 7.55 GBP | Common Stock | Purchase | 247 | 7.551 GBP | Common Stock | Purchase | 3,861 | 7.552 GBP | Common Stock | Purchase | 287 | 7.556 GBP | Common Stock | Purchase | 94 | 7.558 GBP | Common Stock | Purchase | 4,526 | 7.56 GBP | Common Stock | Purchase | 149 | 7.562 GBP | Common Stock | Purchase | 318 | 7.563 GBP | Common Stock | Purchase | 129 | 7.564 GBP | Common Stock | Purchase | 1,272 | 7.564 GBP | Common Stock | Purchase | 189 | 7.566 GBP | Common Stock | Purchase | 5,373 | 7.566 GBP | Common Stock | Purchase | 7,914 | 7.568 GBP | Common Stock | Purchase | 1,219 | 7.57 GBP | Common Stock | Purchase | 179 | 7.572 GBP | Common Stock | Purchase | 5,824 | 7.572 GBP | Common Stock | Purchase | 2,946 | 7.574 GBP | Common Stock | Purchase | 289 | 7.575 GBP | Common Stock | Purchase | 2,212 | 7.576 GBP | Common Stock | Purchase | 1,256 | 7.5775 GBP | Common Stock | Purchase | 133 | 7.578 GBP | Common Stock | Purchase | 3,203 | 7.578 GBP | Common Stock | Purchase | 1,202 | 7.579 GBP | Common Stock | Purchase | 10 | 7.58 GBP | Common Stock | Purchase | 90 | 7.58 GBP | Common Stock | Purchase | 973 | 7.582 GBP | Common Stock | Purchase | 1,032 | 7.584 GBP | Common Stock | Purchase | 99 | 7.586 GBP | Common Stock | Purchase | 136 | 7.586 GBP | Common Stock | Purchase | 1,226 | 7.59 GBP | Common Stock | Purchase | 1,218 | 7.591 GBP | Common Stock | Purchase | 130 | 7.594 GBP | Common Stock | Purchase | 600 | 7.598 GBP | Common Stock | Purchase | 1,980 | 7.601 GBP | Common Stock | Purchase | 1,451 | 7.602 GBP | Common Stock | Purchase | 632 | 7.614 GBP | Common Stock | Purchase | 647 | 7.618 GBP | Common Stock | Purchase | 988 | 7.634 GBP | Common Stock | Purchase | 326 | 7.648 GBP | Common Stock | Purchase | 853 | 7.65 GBP | Common Stock | Purchase | 306 | 7.664 GBP | Common Stock | Purchase | 3,972 | 7.666 GBP | Common Stock | Purchase | 7,895 | 7.668 GBP | Common Stock | Purchase | 33,964 | 7.67 GBP | Common Stock | Purchase | 2,826 | 7.672 GBP | Common Stock | Purchase | 744 | 7.676 GBP | Common Stock | Purchase | 1,450 | 7.678 GBP | Common Stock | Purchase | 5,146 | 7.68 GBP | Common Stock | Purchase | 4,115 | 7.682 GBP | Common Stock | Purchase | 6,642 | 7.684 GBP | Common Stock | Purchase | 968 | 7.685 GBP | Common Stock | Purchase | 5,526 | 7.686 GBP | Common Stock | Purchase | 4,057 | 7.688 GBP | Common Stock | Purchase | 1,016 | 7.69 GBP | Common Stock | Purchase | 714 | 7.694 GBP | Common Stock | Purchase | 1,280 | 7.6945 GBP | Common Stock | Purchase | 2,293 | 7.696 GBP | Common Stock | Purchase | 1,382 | 7.697 GBP | Common Stock | Purchase | 4,052 | 7.698 GBP | Common Stock | Purchase | 6,351 | 7.7 GBP | Common Stock | Purchase | 740 | 7.702 GBP | Common Stock | Purchase | 1,401 | 7.703 GBP | Common Stock | Purchase | 556 | 7.704 GBP | Common Stock | Purchase | 3,771 | 7.708 GBP | Common Stock | Purchase | 39 | 7.712 GBP | Common Stock | Purchase | 1,538 | 7.714 GBP | Common Stock | Purchase | 463 | 7.716 GBP | Common Stock | Sale | -589 | 7.482 GBP | Common Stock | Sale | -850 | 7.484 GBP | Common Stock | Sale | -12 | 7.486 GBP | Common Stock | Sale | -85 | 7.492 GBP | Common Stock | Sale | -1,315 | 7.498 GBP | Common Stock | Sale | -141 | 7.502 GBP | Common Stock | Sale | -385 | 7.504 GBP | Common Stock | Sale | -506 | 7.506 GBP | Common Stock | Sale | -772 | 7.508 GBP | Common Stock | Sale | -1,072 | 7.512 GBP | Common Stock | Sale | -2,646 | 7.514 GBP | Common Stock | Sale | -419 | 7.514 GBP | Common Stock | Sale | -650 | 7.516 GBP | Common Stock | Sale | -3,134 | 7.518 GBP | Common Stock | Sale | -308 | 7.518 GBP | Common Stock | Sale | -1,335 | 7.52 GBP | Common Stock | Sale | -1,390 | 7.522 GBP | Common Stock | Sale | -2,510 | 7.524 GBP | Common Stock | Sale | -1,263 | 7.526 GBP | Common Stock | Sale | -1,015 | 7.528 GBP | Common Stock | Sale | -757 | 7.53 GBP | Common Stock | Sale | -66 | 7.532 GBP | Common Stock | Sale | -2,050 | 7.536 GBP | Common Stock | Sale | -2,332 | 7.538 GBP | Common Stock | Sale | -433 | 7.539 GBP | Common Stock | Sale | -2,907 | 7.54 GBP | Common Stock | Sale | -566 | 7.54 GBP | Common Stock | Sale | -4,316 | 7.542 GBP | Common Stock | Sale | -866 | 7.543 GBP | Common Stock | Sale | -7,225 | 7.544 GBP | Common Stock | Sale | -201 | 7.544 GBP | Common Stock | Sale | -2,052 | 7.545 GBP | Common Stock | Sale | -6,776 | 7.546 GBP | Common Stock | Sale | -232 | 7.546 GBP | Common Stock | Sale | -2,397 | 7.548 GBP | Common Stock | Sale | -2,365 | 7.549 GBP | Common Stock | Sale | -2,562 | 7.55 GBP | Common Stock | Sale | -365 | 7.552 GBP | Common Stock | Sale | -1,486 | 7.554 GBP | Common Stock | Sale | -4,047 | 7.556 GBP | Common Stock | Sale | -2,250 | 7.558 GBP | Common Stock | Sale | -1,358 | 7.56 GBP | Common Stock | Sale | -2,712 | 7.562 GBP | Common Stock | Sale | -1,693 | 7.564 GBP | Common Stock | Sale | -5,295 | 7.566 GBP | Common Stock | Sale | -2,063 | 7.568 GBP | Common Stock | Sale | -5,335 | 7.57 GBP | Common Stock | Sale | -1,453 | 7.572 GBP | Common Stock | Sale | -1,298 | 7.574 GBP | Common Stock | Sale | -1,879 | 7.576 GBP | Common Stock | Sale | -2,240 | 7.578 GBP | Common Stock | Sale | -1,476 | 7.58 GBP | Common Stock | Sale | -1,568 | 7.582 GBP | Common Stock | Sale | -984 | 7.584 GBP | Common Stock | Sale | -425 | 7.584 GBP | Common Stock | Sale | -1,554 | 7.59 GBP | Common Stock | Sale | -1,067 | 7.592 GBP | Common Stock | Sale | -1,695 | 7.594 GBP | Common Stock | Sale | -1,231 | 7.596 GBP | Common Stock | Sale | -315 | 7.598 GBP | Common Stock | Sale | -98 | 7.6 GBP | Common Stock | Sale | -101 | 7.602 GBP | Common Stock | Sale | -1,291 | 7.608 GBP | Common Stock | Sale | -1,400 | 7.612 GBP | Common Stock | Sale | -1,418 | 7.614 GBP | Common Stock | Sale | -1,193 | 7.616 GBP | Common Stock | Sale | -1,405 | 7.618 GBP | Common Stock | Sale | -312 | 7.622 GBP | Common Stock | Sale | -1,630 | 7.626 GBP | Common Stock | Sale | -993 | 7.63 GBP | Common Stock | Sale | -78 | 7.636 GBP | Common Stock | Sale | -1,009 | 7.638 GBP | Common Stock | Sale | -492 | 7.641 GBP | Common Stock | Sale | -840 | 7.642 GBP | Common Stock | Sale | -1,106 | 7.65 GBP | Common Stock | Sale | -367 | 7.66 GBP | Common Stock | Sale | -809 | 7.662 GBP | Common Stock | Sale | -958 | 7.668 GBP | Common Stock | Sale | -3,170 | 7.67 GBP | Common Stock | Sale | -408 | 7.672 GBP | Common Stock | Sale | -1,697 | 7.674 GBP | Common Stock | Sale | -908 | 7.676 GBP | Common Stock | Sale | -30 | 7.678 GBP | Common Stock | Sale | -50 | 7.68 GBP | Common Stock | Sale | -440 | 7.682 GBP | Common Stock | Sale | -1,385 | 7.688 GBP | Common Stock | Sale | -3,652 | 7.69 GBP | Common Stock | Sale | -775 | 7.692 GBP | Common Stock | Sale | -2,258 | 7.694 GBP | Common Stock | Sale | -1,505 | 7.696 GBP | Common Stock | Sale | -1,740 | 7.698 GBP | Common Stock | Sale | -3,269 | 7.7 GBP | Common Stock | Sale | -228 | 7.706 GBP | Common Stock | Sale | -800 | 7.71 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 | Reducing short position | 694 | 7.67 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: | 17 September, 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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