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Form 8.3 - Takeaway.com N.V.

17 Sep 2019 10:33

RNS Number : 6004M

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	11 September, 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:	151,032	0.25	534,628	0.87
(2) Cash-settled derivatives:	48,169	0.08	24,122	0.04
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	12,600	0.02	60,700	0.10
TOTAL:	211,801	0.35	619,450	1.01

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	40	75.8 EUR
Common Stock	Purchase	1,054	75.8 EUR
Common Stock	Purchase	1,220	75.85 EUR
Common Stock	Purchase	515	75.9 EUR
Common Stock	Purchase	521	75.9 EUR
Common Stock	Purchase	59	75.95 EUR
Common Stock	Purchase	2,492	75.95 EUR
Common Stock	Purchase	3,125	76 EUR
Common Stock	Purchase	728	76.05 EUR
Common Stock	Purchase	209	76.1 EUR
Common Stock	Purchase	113	76.15 EUR
Common Stock	Purchase	459	76.15 EUR
Common Stock	Purchase	644	76.2 EUR
Common Stock	Purchase	1,507	76.25 EUR
Common Stock	Purchase	79	76.3 EUR
Common Stock	Purchase	1,350	76.3 EUR
Common Stock	Purchase	13	76.35 EUR
Common Stock	Purchase	973	76.35 EUR
Common Stock	Purchase	209	76.375 EUR
Common Stock	Purchase	1,011	76.4 EUR
Common Stock	Purchase	736	76.45 EUR
Common Stock	Purchase	61	76.5 EUR
Common Stock	Purchase	1,346	76.5 EUR
Common Stock	Purchase	112	76.55 EUR
Common Stock	Purchase	2,766	76.55 EUR
Common Stock	Purchase	174	76.6 EUR
Common Stock	Purchase	1,063	76.6 EUR
Common Stock	Purchase	41	76.65 EUR
Common Stock	Purchase	1,714	76.65 EUR
Common Stock	Purchase	282	76.7 EUR
Common Stock	Purchase	1,153	76.7 EUR
Common Stock	Purchase	468	76.75 EUR
Common Stock	Purchase	68	76.8 EUR
Common Stock	Purchase	638	76.8 EUR
Common Stock	Purchase	99	76.85 EUR
Common Stock	Purchase	365	76.85 EUR
Common Stock	Purchase	473	76.9 EUR
Common Stock	Purchase	6	76.95 EUR
Common Stock	Purchase	836	76.95 EUR
Common Stock	Purchase	226	77 EUR
Common Stock	Purchase	1,612	77 EUR
Common Stock	Purchase	130	77.05 EUR
Common Stock	Purchase	2,553	77.05 EUR
Common Stock	Purchase	461	77.1 EUR
Common Stock	Purchase	1,283	77.1 EUR
Common Stock	Purchase	214	77.15 EUR
Common Stock	Purchase	2,141	77.15 EUR
Common Stock	Purchase	271	77.2 EUR
Common Stock	Purchase	1,581	77.2 EUR
Common Stock	Purchase	1,598	77.25 EUR
Common Stock	Purchase	72	77.3 EUR
Common Stock	Purchase	439	77.3 EUR
Common Stock	Purchase	7	77.35 EUR
Common Stock	Sale	-12	75.7 EUR
Common Stock	Sale	-714	75.75 EUR
Common Stock	Sale	-1,015	75.8 EUR
Common Stock	Sale	-122	75.8 EUR
Common Stock	Sale	-318	75.85 EUR
Common Stock	Sale	-512	75.9 EUR
Common Stock	Sale	-350	75.9 EUR
Common Stock	Sale	-893	75.95 EUR
Common Stock	Sale	-232	75.95 EUR
Common Stock	Sale	-1,486	76 EUR
Common Stock	Sale	-139	76 EUR
Common Stock	Sale	-455	76.05 EUR
Common Stock	Sale	-494	76.1 EUR
Common Stock	Sale	-35	76.1 EUR
Common Stock	Sale	-1,038	76.15 EUR
Common Stock	Sale	-823	76.2 EUR
Common Stock	Sale	-176	76.25 EUR
Common Stock	Sale	-19	76.25 EUR
Common Stock	Sale	-1,249	76.3 EUR
Common Stock	Sale	-1,368	76.35 EUR
Common Stock	Sale	-4	76.375 EUR
Common Stock	Sale	-821	76.4 EUR
Common Stock	Sale	-541	76.45 EUR
Common Stock	Sale	-10	76.45 EUR
Common Stock	Sale	-2,813	76.5 EUR
Common Stock	Sale	-20	76.5 EUR
Common Stock	Sale	-929	76.55 EUR
Common Stock	Sale	-280	76.55 EUR
Common Stock	Sale	-187	76.6 EUR
Common Stock	Sale	-280	76.65 EUR
Common Stock	Sale	-543	76.7 EUR
Common Stock	Sale	-678	76.75 EUR
Common Stock	Sale	-2	76.75 EUR
Common Stock	Sale	-557	76.8 EUR
Common Stock	Sale	-379	76.85 EUR
Common Stock	Sale	-50	76.85 EUR
Common Stock	Sale	-703	76.9 EUR
Common Stock	Sale	-36	76.9 EUR
Common Stock	Sale	-1,093	76.95 EUR
Common Stock	Sale	-48	76.95 EUR
Common Stock	Sale	-1,648	77 EUR
Common Stock	Sale	-368	77 EUR
Common Stock	Sale	-201	77.025 EUR
Common Stock	Sale	-388	77.05 EUR
Common Stock	Sale	-352	77.05 EUR
Common Stock	Sale	-1,185	77.1 EUR
Common Stock	Sale	-1,854	77.15 EUR
Common Stock	Sale	-288	77.15 EUR
Common Stock	Sale	-1,166	77.2 EUR
Common Stock	Sale	-334	77.2 EUR
Common Stock	Sale	-2,656	77.25 EUR
Common Stock	Sale	-40	77.275 EUR
Common Stock	Sale	-1,841	77.3 EUR
Common Stock	Sale	-37	77.325 EUR
Common Stock	Sale	-236	77.35 EUR
Common Stock	Sale	-102	77.35 EUR
Common Stock	Sale	-52	77.4 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/Opening short position	-185	76.39540541 EUR
Common Stock	CFD	Closing long position/Opening short position	-1,300	76.94307692 EUR
Common Stock	CFD	Opening/Closing a position	-4,077	76.584701 EUR
Common Stock	CFD	Opening/Closing a position	4,077	76.709937 EUR
Common Stock	CFD	Reducing short position	361	76.709937 EUR

(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	Put Option	Purchasing	-100	72 EUR	American	20/09/2019	0.32 EUR
Common	Call Option	Purchasing	200	80 EUR	American	20/09/2019	0.5 EUR
Common	Call Option	Purchasing	200	80 EUR	American	20/09/2019	0.51 EUR
Common	Put Option	Purchasing	-500	68 EUR	American	15/11/2019	1.4 EUR
Common	Put Option	Purchasing	-100	76 EUR	American	20/09/2019	1.7 EUR
Common	Put Option	Purchasing	-300	72 EUR	American	15/11/2019	2.4 EUR
Common	Put Option	Purchasing	-100	78 EUR	American	20/09/2019	2.85 EUR
Common	Put Option	Purchasing	-200	76 EUR	American	18/10/2019	3.25 EUR
Common	Put Option	Purchasing	-100	76 EUR	American	15/11/2019	4.35 EUR
Common	Put Option	Purchasing	-100	80 EUR	American	18/10/2019	6 EUR
Common	Put Option	Purchasing	-100	80 EUR	American	15/11/2019	6.45 EUR
Common	Put Option	Purchasing	-400	80 EUR	American	15/11/2019	6.6 EUR
Common	Put Option	Purchasing	-200	80 EUR	American	15/11/2019	6.9 EUR
Common	Put Option	Purchasing	-100	82 EUR	American	15/11/2019	8.1 EUR
Common	Put Option	Purchasing	-100	86 EUR	American	15/11/2019	11.3 EUR
Common	Call Option	Writing	-1,000	82 EUR	American	20/09/2019	0.27 EUR
Common	Put Option	Writing	200	72 EUR	American	20/09/2019	0.47 EUR
Common	Put Option	Writing	100	74 EUR	American	20/09/2019	0.74 EUR
Common	Call Option	Writing	-100	86 EUR	American	18/10/2019	0.75 EUR
Common	Call Option	Writing	-500	86 EUR	American	18/10/2019	0.77 EUR
Common	Call Option	Writing	-500	86 EUR	American	18/10/2019	0.8 EUR
Common	Call Option	Writing	-1,000	78 EUR	American	20/09/2019	1.15 EUR
Common	Call Option	Writing	-1,000	82 EUR	American	18/10/2019	1.6 EUR
Common	Call Option	Writing	-100	76 EUR	American	20/09/2019	1.78 EUR
Common	Call Option	Writing	-100	76 EUR	American	20/09/2019	2.15 EUR
Common	Call Option	Writing	-200	76 EUR	American	15/11/2019	4.5 EUR
Common	Put Option	Writing	200	82 EUR	American	20/09/2019	5.8 EUR
Common	Put Option	Writing	100	84 EUR	American	20/09/2019	7.65 EUR
Common	Put Option	Writing	1,000	84 EUR	American	20/09/2019	8.25 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

Is a Supplemental Form 8 (Open Positions) attached?

YES

Date of disclosure:	17 September, 2019
Contact name:	Katie Bonds
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	Call Option	Written	-300	90 USD	American	15/11/2019
Common	Call Option	Written	-200	86 USD	American	15/11/2019
Common	Put Option	Purchased	-100	86 USD	American	15/11/2019
Common	Call Option	Written	-200	76 USD	American	15/11/2019
Common	Call Option	Purchased	100	92 USD	American	15/11/2019
Common	Put Option	Purchased	-2200	84 USD	American	15/11/2019
Common	Put Option	Purchased	-1600	68 USD	American	15/11/2019
Common	Call Option	Purchased	200	80 USD	American	15/11/2019
Common	Put Option	Purchased	-1400	80 USD	American	15/11/2019
Common	Put Option	Purchased	-600	72 USD	American	15/11/2019
Common	Call Option	Written	-100	88 USD	American	15/11/2019
Common	Put Option	Purchased	-100	82 USD	American	15/11/2019
Common	Put Option	Purchased	-100	76 USD	American	15/11/2019
Common	Call Option	Purchased	1000	96 USD	American	15/11/2019
Common	Put Option	Purchased	-400	74 USD	American	20/09/2019
Common	Call Option	Written	-500	90 USD	American	18/10/2019
Common	Call Option	Written	-100	94 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	Purchased	1800	64 USD	American	18/10/2019
Common	Call Option	Purchased	300	90 USD	American	20/09/2019
Common	Call Option	Written	-2400	86 USD	American	18/10/2019
Common	Put Option	Purchased	-2500	86 USD	American	18/10/2019
Common	Call Option	Written	-200	96 USD	American	18/10/2019
Common	Put Option	Written	600	76 USD	American	18/10/2019
Common	Call Option	Written	-100	72 USD	American	18/10/2019
Common	Put Option	Written	300	78 USD	American	18/10/2019
Common	Put Option	Purchased	-1100	82 USD	American	18/10/2019
Common	Call Option	Purchased	100	82 USD	American	18/10/2019
Common	Call Option	Written	-300	92 USD	American	18/10/2019
Common	Call Option	Written	-1300	80 USD	American	18/10/2019
Common	Put Option	Purchased	-100	68 USD	American	18/10/2019
Common	Call Option	Written	-1000	88 USD	American	18/10/2019
Common	Call Option	Written	-1100	78 USD	American	18/10/2019
Common	Put Option	Purchased	-600	84 USD	American	18/10/2019
Common	Put Option	Purchased	-1000	80 USD	American	18/10/2019
Common	Call Option	Written	-400	100 USD	American	20/09/2019
Common	Put Option	Purchased	-2100	86 USD	American	20/09/2019
Common	Call Option	Purchased	300	86 USD	American	20/09/2019
Common	Call Option	Purchased	300	96 USD	American	20/09/2019
Common	Call Option	Purchased	2800	82 USD	American	20/09/2019
Common	Put Option	Purchased	-100	82 USD	American	20/09/2019
Common	Put Option	Purchased	-26100	78 USD	American	20/09/2019
Common	Call Option	Written	-400	76 USD	American	20/09/2019
Common	Call Option	Purchased	700	78 USD	American	20/09/2019
Common	Call Option	Purchased	1000	88 USD	American	20/09/2019
Common	Put Option	Purchased	-2200	84 USD	American	20/09/2019
Common	Call Option	Written	-4300	92 USD	American	20/09/2019
Common	Put Option	Purchased	-400	80 USD	American	20/09/2019
Common	Put Option	Written	2000	72 USD	American	20/09/2019
Common	Call Option	Written	-3400	84 USD	American	20/09/2019
Common	Call Option	Purchased	600	80 USD	American	20/09/2019
Common	Put Option	Written	400	88 USD	American	20/09/2019
Common	Put Option	Purchased	-1600	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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