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Form 8.3 - Takeaway.com N.V.

10 Oct 2019 15:00

RNS Number : 4825P

Citadel Group

10 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	09 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:	26,576	0.04	688,841	1.13
(2) Cash-settled derivatives:	4,716	0.01	14,143	0.02
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	9,300	0.02	32,600	0.05
TOTAL:	40,592	0.07	735,584	1.20

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	165	69.95 EUR
Common Stock	Purchase	491	70 EUR
Common Stock	Purchase	1,152	70.05 EUR
Common Stock	Purchase	885	70.1 EUR
Common Stock	Purchase	688	70.15 EUR
Common Stock	Purchase	787	70.2 EUR
Common Stock	Purchase	11	70.225 EUR
Common Stock	Purchase	525	70.25 EUR
Common Stock	Purchase	1,146	70.3 EUR
Common Stock	Purchase	1,551	70.35 EUR
Common Stock	Purchase	1,014	70.4 EUR
Common Stock	Purchase	1,413	70.45 EUR
Common Stock	Purchase	4,821	70.5 EUR
Common Stock	Purchase	38,188	70.514944 EUR
Common Stock	Purchase	2,343	70.55 EUR
Common Stock	Purchase	711	70.6 EUR
Common Stock	Purchase	1,009	70.65 EUR
Common Stock	Purchase	11	70.675 EUR
Common Stock	Purchase	795	70.7 EUR
Common Stock	Purchase	11	70.725 EUR
Common Stock	Purchase	952	70.75 EUR
Common Stock	Purchase	80	70.8 EUR
Common Stock	Purchase	1,609	70.85 EUR
Common Stock	Purchase	112	70.875 EUR
Common Stock	Purchase	965	70.9 EUR
Common Stock	Purchase	354	70.925 EUR
Common Stock	Purchase	367	70.95 EUR
Common Stock	Purchase	592	71 EUR
Common Stock	Purchase	712	71.05 EUR
Common Stock	Purchase	102	71.075 EUR
Common Stock	Purchase	485	71.1 EUR
Common Stock	Purchase	235	71.125 EUR
Common Stock	Purchase	246	71.15 EUR
Common Stock	Purchase	392	71.2 EUR
Common Stock	Purchase	63	71.25 EUR
Common Stock	Purchase	890	71.3 EUR
Common Stock	Purchase	140	71.35 EUR
Common Stock	Purchase	247	71.4 EUR
Common Stock	Purchase	167	71.45 EUR
Common Stock	Purchase	2,161	71.5 EUR
Common Stock	Purchase	582	71.6 EUR
Common Stock	Purchase	2,126	71.6 EUR
Common Stock	Purchase	679	71.65 EUR
Common Stock	Purchase	126	71.7 EUR
Common Stock	Purchase	97	71.75 EUR
Common Stock	Purchase	175	71.75 EUR
Common Stock	Purchase	36	71.8 EUR
Common Stock	Purchase	564	71.85 EUR
Common Stock	Purchase	248	71.95 EUR
Common Stock	Purchase	110	72.05 EUR
Common Stock	Purchase	590	72.1 EUR
Common Stock	Purchase	114	72.2 EUR
Common Stock	Sale	-75	70.05 EUR
Common Stock	Sale	-222	70.1 EUR
Common Stock	Sale	-82	70.15 EUR
Common Stock	Sale	-465	70.2 EUR
Common Stock	Sale	-501	70.25 EUR
Common Stock	Sale	-483	70.3 EUR
Common Stock	Sale	-1,785	70.35 EUR
Common Stock	Sale	-469	70.4 EUR
Common Stock	Sale	-870	70.45 EUR
Common Stock	Sale	-2,256	70.5 EUR
Common Stock	Sale	-1,228	70.55 EUR
Common Stock	Sale	-1,494	70.6 EUR
Common Stock	Sale	-1,704	70.65 EUR
Common Stock	Sale	-1,689	70.7 EUR
Common Stock	Sale	-2,222	70.75 EUR
Common Stock	Sale	-1,564	70.8 EUR
Common Stock	Sale	-587	70.85 EUR
Common Stock	Sale	-219	70.9 EUR
Common Stock	Sale	-275	70.95 EUR
Common Stock	Sale	-479	71 EUR
Common Stock	Sale	-466	71.05 EUR
Common Stock	Sale	-188	71.1 EUR
Common Stock	Sale	-981	71.15 EUR
Common Stock	Sale	-459	71.2 EUR
Common Stock	Sale	-8	71.225 EUR
Common Stock	Sale	-1,835	71.25 EUR
Common Stock	Sale	-1,275	71.3 EUR
Common Stock	Sale	-12	71.4 EUR
Common Stock	Sale	-260	71.5 EUR
Common Stock	Sale	-57	71.55 EUR
Common Stock	Sale	-50	71.65 EUR
Common Stock	Sale	-26	71.7 EUR
Common Stock	Sale	-84	71.75 EUR
Common Stock	Sale	-35	71.8 EUR
Common Stock	Sale	-110	71.85 EUR
Common Stock	Sale	-177	71.9 EUR
Common Stock	Sale	-130	71.95 EUR
Common Stock	Sale	-810	72 EUR
Common Stock	Sale	-514	72.05 EUR
Common Stock	Sale	-346	72.1 EUR
Common Stock	Sale	-210	72.15 EUR
Common Stock	Sale	-53	72.2 EUR
Common Stock	Sale	-146	72.25 EUR
Common Stock	Sale	-6	72.3 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 short position	22,144	70.999417 EUR
Common Stock	CFD	Closing short position/Opening long position	608	71.35 EUR
Common Stock	CFD	Closing short position/Opening long position	13,472	71.912864 EUR
Common Stock	CFD	Increasing long position	4,665	70.999417 EUR
Common Stock	CFD	Increasing short position/ Reducing long position	-11,510	70.423749 EUR
Common Stock	CFD	Opening/Closing a position	-1,944	70.610095 EUR
Common Stock	CFD	Opening/Closing a position	570	70.999417 EUR
Common Stock	CFD	Opening/Closing a position	-307	71.35 EUR
Common Stock	CFD	Opening/Closing a position	1,681	71.775967 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	68 EUR	American	18/10/2019	0.33 EUR
Common	Put Option	Purchasing	-100	64 EUR	American	15/11/2019	0.54 EUR
Common	Put Option	Purchasing	-600	68 EUR	American	15/11/2019	1.38 EUR
Common	Put Option	Purchasing	-100	68 EUR	American	15/11/2019	1.4 EUR
Common	Put Option	Purchasing	-100	70 EUR	American	15/11/2019	1.7 EUR
Common	Put Option	Purchasing	-400	70 EUR	American	15/11/2019	2.25 EUR
Common	Call Option	Writing	-1,000	76 EUR	American	18/10/2019	0.3 EUR
Common	Call Option	Writing	-100	78 EUR	American	15/11/2019	0.59 EUR
Common	Call Option	Writing	-100	72 EUR	American	18/10/2019	0.6 EUR
Common	Put Option	Writing	100	70 EUR	American	18/10/2019	0.9 EUR
Common	Put Option	Writing	100	70 EUR	American	18/10/2019	1.25 EUR
Common	Put Option	Writing	100	72 EUR	American	18/10/2019	2.25 EUR
Common	Call Option	Writing	-1,000	70 EUR	American	15/11/2019	2.65 EUR
Common	Put Option	Writing	200	72 EUR	American	15/11/2019	3.28 EUR
Common	Call Option	Writing	-500	64 EUR	American	15/11/2019	7.75 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:	10 October, 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 NV

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	-1000	70 EUR	American	15/11/2019
Common	Put Option	Purchased	-2600	70 EUR	American	15/11/2019
Common	Call Option	Written	-300	70 EUR	American	18/10/2019
Common	Put Option	Purchased	-600	70 EUR	American	18/10/2019
Common	Put Option	Written	200	74 EUR	American	15/11/2019
Common	Call Option	Written	-300	64 EUR	American	15/11/2019
Common	Put Option	Purchased	-700	64 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	900	72 EUR	American	15/11/2019
Common	Put Option	Purchased	-100	88 EUR	American	15/11/2019
Common	Call Option	Purchased	100	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	-2500	68 EUR	American	15/11/2019
Common	Call Option	Purchased	3600	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-1700	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-900	72 EUR	American	15/11/2019
Common	Call Option	Written	-100	88 EUR	American	15/11/2019
Common	Put Option	Purchased	-100	82 EUR	American	15/11/2019
Common	Put Option	Purchased	-200	76 EUR	American	15/11/2019
Common	Call Option	Purchased	1100	96 EUR	American	15/11/2019
Common	Call Option	Written	-1200	74 EUR	American	18/10/2019
Common	Put Option	Purchased	-400	74 EUR	American	18/10/2019
Common	Call Option	Written	-500	90 EUR	American	18/10/2019
Common	Call Option	Written	-100	94 EUR	American	18/10/2019
Common	Put Option	Purchased	-100	100 EUR	American	18/10/2019
Common	Call Option	Purchased	1800	64 EUR	American	18/10/2019
Common	Call Option	Written	-2400	86 EUR	American	18/10/2019
Common	Put Option	Purchased	-2500	86 EUR	American	18/10/2019
Common	Call Option	Written	-200	96 EUR	American	18/10/2019
Common	Put Option	Written	600	76 EUR	American	18/10/2019
Common	Call Option	Written	-600	72 EUR	American	18/10/2019
Common	Call Option	Written	-1000	76 EUR	American	18/10/2019
Common	Call Option	Written	-100	84 EUR	American	18/10/2019
Common	Put Option	Purchased	-1000	82 EUR	American	18/10/2019
Common	Call Option	Purchased	100	82 EUR	American	18/10/2019
Common	Call Option	Written	-200	92 EUR	American	18/10/2019
Common	Call Option	Written	-1200	80 EUR	American	18/10/2019
Common	Put Option	Written	800	68 EUR	American	18/10/2019
Common	Call Option	Written	-1400	88 EUR	American	18/10/2019
Common	Call Option	Written	-900	78 EUR	American	18/10/2019
Common	Put Option	Purchased	-600	84 EUR	American	18/10/2019
Common	Put Option	Purchased	-1600	80 EUR	American	18/10/2019
Common	Put Option	Purchased	-1300	72 EUR	American	18/10/2019

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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