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Form 8.3 - Takeaway.com N.V.

31 Oct 2019 15:00

RNS Number : 8335R

Citadel Group

31 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	30 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:	222,610	0.36	296,128	0.48
(2) Cash-settled derivatives:	3,126	0.01	0	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	69,700	0.11	70,300	0.11
TOTAL:	295,436	0.48	366,428	0.60

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	145	71.75 EUR
Common Stock	Purchase	284	71.75 EUR
Common Stock	Purchase	349	71.8 EUR
Common Stock	Purchase	223	71.85 EUR
Common Stock	Purchase	676	71.85 EUR
Common Stock	Purchase	146	71.9 EUR
Common Stock	Purchase	310	71.9 EUR
Common Stock	Purchase	654	71.95 EUR
Common Stock	Purchase	902	71.95 EUR
Common Stock	Purchase	613	72 EUR
Common Stock	Purchase	154	72.05 EUR
Common Stock	Purchase	5,146	72.05 EUR
Common Stock	Purchase	190	72.1 EUR
Common Stock	Purchase	1,226	72.1 EUR
Common Stock	Purchase	84	72.15 EUR
Common Stock	Purchase	2,185	72.15 EUR
Common Stock	Purchase	130	72.2 EUR
Common Stock	Purchase	778	72.2 EUR
Common Stock	Purchase	1,391	72.25 EUR
Common Stock	Purchase	2,735	72.25 EUR
Common Stock	Purchase	543	72.3 EUR
Common Stock	Purchase	765	72.3 EUR
Common Stock	Purchase	341	72.35 EUR
Common Stock	Purchase	1,277	72.35 EUR
Common Stock	Purchase	1,015	72.4 EUR
Common Stock	Purchase	1,434	72.45 EUR
Common Stock	Purchase	12,831	72.5 EUR
Common Stock	Purchase	154	72.55 EUR
Common Stock	Purchase	1,523	72.55 EUR
Common Stock	Purchase	2,047	72.6 EUR
Common Stock	Purchase	836	72.65 EUR
Common Stock	Purchase	407	72.7 EUR
Common Stock	Purchase	541	72.7 EUR
Common Stock	Purchase	646	72.75 EUR
Common Stock	Purchase	271	72.8 EUR
Common Stock	Purchase	654	72.8 EUR
Common Stock	Purchase	503	72.9 EUR
Common Stock	Purchase	639	72.9 EUR
Common Stock	Purchase	1,676	72.95 EUR
Common Stock	Sale	-169	71.7 EUR
Common Stock	Sale	-33	71.7 EUR
Common Stock	Sale	-37	71.75 EUR
Common Stock	Sale	-222	71.8 EUR
Common Stock	Sale	-16	71.8 EUR
Common Stock	Sale	-556	71.85 EUR
Common Stock	Sale	-586	71.9 EUR
Common Stock	Sale	-500	71.9 EUR
Common Stock	Sale	-48	71.925 EUR
Common Stock	Sale	-661	71.95 EUR
Common Stock	Sale	-17	71.95 EUR
Common Stock	Sale	-2,269	72 EUR
Common Stock	Sale	-322	72 EUR
Common Stock	Sale	-1,426	72.05 EUR
Common Stock	Sale	-787	72.05 EUR
Common Stock	Sale	-2,742	72.1 EUR
Common Stock	Sale	-3,832	72.15 EUR
Common Stock	Sale	-469	72.15 EUR
Common Stock	Sale	-121	72.175 EUR
Common Stock	Sale	-739	72.2 EUR
Common Stock	Sale	-411	72.2 EUR
Common Stock	Sale	-1,257	72.25 EUR
Common Stock	Sale	-184	72.25 EUR
Common Stock	Sale	-1,057	72.3 EUR
Common Stock	Sale	-432	72.3 EUR
Common Stock	Sale	-948	72.35 EUR
Common Stock	Sale	-308	72.35 EUR
Common Stock	Sale	-682	72.4 EUR
Common Stock	Sale	-79	72.425 EUR
Common Stock	Sale	-1,216	72.45 EUR
Common Stock	Sale	-184	72.45 EUR
Common Stock	Sale	-872	72.5 EUR
Common Stock	Sale	-73	72.5 EUR
Common Stock	Sale	-101	72.55 EUR
Common Stock	Sale	-109	72.6 EUR
Common Stock	Sale	-56	72.6 EUR
Common Stock	Sale	-180	72.65 EUR
Common Stock	Sale	-8	72.65 EUR
Common Stock	Sale	-305	72.7 EUR
Common Stock	Sale	-104	72.7 EUR
Common Stock	Sale	-2,861	72.75 EUR
Common Stock	Sale	-123	72.75 EUR
Common Stock	Sale	-1,138	72.8 EUR
Common Stock	Sale	-222	72.8 EUR
Common Stock	Sale	-148	72.85 EUR
Common Stock	Sale	-233	72.9 EUR
Common Stock	Sale	-107	72.9 EUR
Common Stock	Sale	-346	72.95 EUR
Common Stock	Sale	-194	72.95 EUR
Common Stock	Sale	-45	73 EUR
Common Stock	Sale	-6	73 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	Opening/Closing a position	-2,135	72.316219 EUR
Common Stock	CFD	Opening/Closing a position	2,011	72.398399 EUR
Common Stock	CFD	Opening/Closing a position	124	72.574597 EUR
Common Stock	CFD	Reducing long position	-97	72.275 EUR
Common Stock	CFD	Reducing long position	-19,069	72.316219 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	Call Option	Purchasing	100	76 EUR	American	15/11/2019	0.32 EUR
Common	Call Option	Purchasing	100	80 EUR	American	20/12/2019	0.58 EUR
Common	Call Option	Purchasing	300	78 EUR	American	20/12/2019	1 EUR
Common	Put Option	Purchasing	-100	64 EUR	American	17/01/2020	1.1 EUR
Common	Put Option	Purchasing	-100	68 EUR	American	20/12/2019	1.22 EUR
Common	Put Option	Purchasing	-100	68 EUR	American	20/12/2019	1.27 EUR
Common	Put Option	Purchasing	-300	72 EUR	American	20/12/2019	2.85 EUR
Common	Put Option	Purchasing	-1,000	72 EUR	American	17/01/2020	3.75 EUR
Common	Put Option	Purchasing	-100	72 EUR	American	17/01/2020	3.85 EUR
Common	Put Option	Purchasing	-100	76 EUR	American	15/11/2019	3.9 EUR
Common	Call Option	Purchasing	100	72 EUR	American	17/01/2020	4 EUR
Common	Call Option	Writing	-200	80 EUR	American	17/01/2020	1.25 EUR
Common	Call Option	Writing	-100	76 EUR	American	17/01/2020	2.3 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:	31 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	Purchased	300	78 EUR	American	20/12/2019
Common	Put Option	Purchased	-300	68 EUR	American	20/12/2019
Common	Call Option	Written	-200	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	72 EUR	American	20/12/2019
Common	Call Option	Written	-1300	80 EUR	American	17/01/2020
Common	Put Option	Purchased	-100	84 EUR	American	17/01/2020
Common	Put Option	Purchased	-13300	64 EUR	American	20/12/2019
Common	Put Option	Purchased	-100	64 EUR	American	17/01/2020
Common	Call Option	Written	-200	70 EUR	American	20/12/2019
Common	Put Option	Purchased	-1100	72 EUR	American	17/01/2020
Common	Call Option	Purchased	100	72 EUR	American	17/01/2020
Common	Call Option	Purchased	100	80 EUR	American	20/12/2019
Common	Call Option	Written	-100	76 EUR	American	17/01/2020
Common	Call Option	Written	-300	70 EUR	American	15/11/2019
Common	Put Option	Purchased	-4900	70 EUR	American	15/11/2019
Common	Call Option	Purchased	600	60 EUR	American	15/11/2019
Common	Call Option	Purchased	49000	74 EUR	American	15/11/2019
Common	Put Option	Purchased	-7500	74 EUR	American	15/11/2019
Common	Put Option	Purchased	-1600	78 EUR	American	15/11/2019
Common	Call Option	Purchased	3000	64 EUR	American	15/11/2019
Common	Put Option	Purchased	-3000	64 EUR	American	15/11/2019
Common	Call Option	Written	-6000	78 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	5900	72 EUR	American	15/11/2019
Common	Call Option	Written	-100	68 EUR	American	15/11/2019
Common	Put Option	Purchased	-100	88 EUR	American	15/11/2019
Common	Call Option	Purchased	6800	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	-15600	68 EUR	American	15/11/2019
Common	Call Option	Purchased	2700	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-2000	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-4200	72 EUR	American	15/11/2019
Common	Call Option	Written	-100	88 EUR	American	15/11/2019
Common	Put Option	Purchased	-200	82 EUR	American	15/11/2019
Common	Put Option	Purchased	-3400	76 EUR	American	15/11/2019
Common	Call Option	Purchased	1100	96 EUR	American	15/11/2019

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

RETUARURKAAROAA

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