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Form 8.3 - Takeaway.com N.V.

25 Nov 2019 15:00

RNS Number : 5470U

Citadel Group

25 November 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	22 November, 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:	252,102	0.41	283,686	0.46
(2) Cash-settled derivatives:	31,693	0.05	0	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	15,200	0.02	81,900	0.13
TOTAL:	298,995	0.49	365,586	0.60

Class of relevant security:	Convertible Bond ISIN XS1940192039
	Interests		Short Positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	48,000,000	19.20	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:	48,000,000	19.20	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	2	81.7 EUR
Common Stock	Purchase	727	81.75 EUR
Common Stock	Purchase	255	81.8 EUR
Common Stock	Purchase	132	81.85 EUR
Common Stock	Purchase	1,141	81.9 EUR
Common Stock	Purchase	245	81.95 EUR
Common Stock	Purchase	753	82 EUR
Common Stock	Purchase	1,745	82.05 EUR
Common Stock	Purchase	109	82.1 EUR
Common Stock	Purchase	816	82.1 EUR
Common Stock	Purchase	2,196	82.15 EUR
Common Stock	Purchase	51	82.2 EUR
Common Stock	Purchase	1,376	82.2 EUR
Common Stock	Purchase	42	82.25 EUR
Common Stock	Purchase	2,005	82.25 EUR
Common Stock	Purchase	108	82.3 EUR
Common Stock	Purchase	50	82.35 EUR
Common Stock	Purchase	194	82.4 EUR
Common Stock	Purchase	16	82.45 EUR
Common Stock	Purchase	41	82.45 EUR
Common Stock	Purchase	400	82.5 EUR
Common Stock	Purchase	205	82.55 EUR
Common Stock	Purchase	302	82.55 EUR
Common Stock	Purchase	149	82.575 EUR
Common Stock	Purchase	511	82.6 EUR
Common Stock	Purchase	107	82.65 EUR
Common Stock	Purchase	107	82.7 EUR
Common Stock	Purchase	217	82.7 EUR
Common Stock	Purchase	46	82.75 EUR
Common Stock	Purchase	198	82.8 EUR
Common Stock	Purchase	212	83 EUR
Common Stock	Purchase	213	83.05 EUR
Common Stock	Purchase	822	83.1 EUR
Common Stock	Purchase	147	83.125 EUR
Common Stock	Purchase	80	83.15 EUR
Common Stock	Purchase	251	83.2 EUR
Common Stock	Purchase	176	83.25 EUR
Common Stock	Purchase	131	83.3 EUR
Common Stock	Purchase	34	83.4 EUR
Common Stock	Purchase	245	83.4 EUR
Common Stock	Purchase	39	83.45 EUR
Common Stock	Purchase	14,789	83.45 EUR
Common Stock	Purchase	15,416	83.45 EUR
Common Stock	Purchase	310	83.5 EUR
Common Stock	Sale	-88	81.7 EUR
Common Stock	Sale	-155	81.8 EUR
Common Stock	Sale	-858	81.85 EUR
Common Stock	Sale	-2	81.9 EUR
Common Stock	Sale	-359	81.95 EUR
Common Stock	Sale	-129	81.975 EUR
Common Stock	Sale	-1,630	82 EUR
Common Stock	Sale	-1,575	82.05 EUR
Common Stock	Sale	-1,471	82.1 EUR
Common Stock	Sale	-361	82.15 EUR
Common Stock	Sale	-80	82.169844 EUR
Common Stock	Sale	-294	82.172024 EUR
Common Stock	Sale	-3,461	82.172403 EUR
Common Stock	Sale	-1,539	82.172921 EUR
Common Stock	Sale	-177	82.175 EUR
Common Stock	Sale	-878	82.175826 EUR
Common Stock	Sale	-74	82.177534 EUR
Common Stock	Sale	-2,462	82.2 EUR
Common Stock	Sale	-1,763	82.25 EUR
Common Stock	Sale	-444	82.3 EUR
Common Stock	Sale	-331	82.3 EUR
Common Stock	Sale	-111	82.35 EUR
Common Stock	Sale	-701	82.4 EUR
Common Stock	Sale	-28	82.4 EUR
Common Stock	Sale	-64	82.45 EUR
Common Stock	Sale	-211	82.475 EUR
Common Stock	Sale	-599	82.5 EUR
Common Stock	Sale	-403	82.5 EUR
Common Stock	Sale	-829	82.55 EUR
Common Stock	Sale	-588	82.6 EUR
Common Stock	Sale	-12,202	82.625 EUR
Common Stock	Sale	-3,002	82.625 EUR
Common Stock	Sale	-34	82.626471 EUR
Common Stock	Sale	-1,771	82.626525 EUR
Common Stock	Sale	-441	82.626531 EUR
Common Stock	Sale	-3,717	82.626533 EUR
Common Stock	Sale	-910	82.626566 EUR
Common Stock	Sale	-5	82.63 EUR
Common Stock	Sale	-498	82.65 EUR
Common Stock	Sale	-933	82.7 EUR
Common Stock	Sale	-28	82.725 EUR
Common Stock	Sale	-411	82.75 EUR
Common Stock	Sale	-53	82.75 EUR
Common Stock	Sale	-185	82.8 EUR
Common Stock	Sale	-343	82.85 EUR
Common Stock	Sale	-186	82.9 EUR
Common Stock	Sale	-62	82.95 EUR
Common Stock	Sale	-81	83 EUR
Common Stock	Sale	-50	83.05 EUR
Common Stock	Sale	-131	83.1 EUR
Common Stock	Sale	-142	83.15 EUR
Common Stock	Sale	-4	83.25 EUR
Common Stock	Sale	-164	83.3 EUR
Common Stock	Sale	-262	83.35 EUR
Common Stock	Sale	-1,420	83.4 EUR
Common Stock	Sale	-612	83.45 EUR
Common Stock	Sale	-411	83.5 EUR
Common Stock	Sale	-50	83.55 EUR

Class of relevant security

ISIN XS1940192039

Purchase/sale

Number of securities

Price per unit

Convertible Bond

Sale

-3,000,000

139.3 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	Reducing long position	-276	82.05 EUR
Common Stock	CFD	Reducing long position	-11,718	82.281787 EUR
Common Stock	CFD	Reducing long position	-2,015	82.487012 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	-300	70 EUR	American	17/01/2020	0.6 EUR
Common	Put Option	Writing	600	76 EUR	American	20/12/2019	0.59 EUR
Common	Put Option	Writing	1,000	76 EUR	American	20/12/2019	0.65 EUR
Common	Call Option	Writing	-600	88 EUR	American	20/12/2019	0.7 EUR
Common	Call Option	Writing	-100	84 EUR	American	20/12/2019	1.65 EUR
Common	Call Option	Writing	-400	86 EUR	American	17/01/2020	2.3 EUR
Common	Call Option	Writing	-100	82 EUR	American	20/12/2019	2.44 EUR
Common	Call Option	Writing	-200	82 EUR	American	20/12/2019	2.5 EUR
Common	Call Option	Writing	-200	82 EUR	American	20/12/2019	2.6 EUR
Common	Call Option	Writing	-200	84 EUR	American	17/01/2020	2.8 EUR
Common	Call Option	Writing	-100	84 EUR	American	17/01/2020	2.9 EUR
Common	Call Option	Writing	-800	82 EUR	American	17/01/2020	3.6 EUR
Common	Call Option	Writing	-100	82 EUR	American	17/01/2020	3.65 EUR
Common	Call Option	Writing	-100	82 EUR	American	17/01/2020	3.8 EUR
Common	Call Option	Writing	-2,000	82 EUR	American	17/01/2020	3.9 EUR
Common	Call Option	Writing	-100	82 EUR	American	17/01/2020	4.2 EUR
Common	Put Option	Writing	100	84 EUR	American	17/01/2020	4.5 EUR
Common	Call Option	Writing	-100	80 EUR	American	17/01/2020	4.8 EUR
Common	Call Option	Writing	-100	80 EUR	American	17/01/2020	5 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:	25 November, 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	-400	86 EUR	American	17/01/2020
Common	Call Option	Written	-100	96 EUR	American	17/01/2020
Common	Call Option	Written	-3400	82 EUR	American	17/01/2020
Common	Put Option	Purchased	-2000	82 EUR	American	20/12/2019
Common	Call Option	Purchased	900	82 EUR	American	20/12/2019
Common	Call Option	Written	-100	92 EUR	American	17/01/2020
Common	Put Option	Purchased	-100	92 EUR	American	17/01/2020
Common	Call Option	Purchased	400	92 EUR	American	20/12/2019
Common	Put Option	Purchased	-5600	78 EUR	American	20/12/2019
Common	Call Option	Purchased	1000	78 EUR	American	20/12/2019
Common	Put Option	Purchased	-300	78 EUR	American	17/01/2020
Common	Call Option	Written	-3200	78 EUR	American	17/01/2020
Common	Call Option	Purchased	300	88 EUR	American	20/12/2019
Common	Call Option	Purchased	900	88 EUR	American	17/01/2020
Common	Call Option	Purchased	200	68 EUR	American	17/01/2020
Common	Put Option	Written	200	74 EUR	American	20/12/2019
Common	Call Option	Purchased	1500	74 EUR	American	20/12/2019
Common	Put Option	Purchased	-13200	68 EUR	American	20/12/2019
Common	Call Option	Written	-300	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	76 EUR	American	20/12/2019
Common	Put Option	Purchased	-2600	80 EUR	American	20/12/2019
Common	Put Option	Purchased	-1000	60 EUR	American	17/01/2020
Common	Put Option	Purchased	-800	72 EUR	American	20/12/2019
Common	Call Option	Purchased	2500	84 EUR	American	17/01/2020
Common	Call Option	Written	-6500	80 EUR	American	17/01/2020
Common	Put Option	Purchased	-1500	70 EUR	American	20/12/2019
Common	Put Option	Purchased	-3900	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-2000	84 EUR	American	17/01/2020
Common	Put Option	Purchased	-19800	64 EUR	American	20/12/2019
Common	Put Option	Purchased	-5900	64 EUR	American	17/01/2020
Common	Call Option	Purchased	500	70 EUR	American	20/12/2019
Common	Call Option	Purchased	200	70 EUR	American	17/01/2020
Common	Call Option	Purchased	4700	84 EUR	American	20/12/2019
Common	Call Option	Purchased	100	72 EUR	American	20/12/2019
Common	Put Option	Purchased	-3900	68 EUR	American	17/01/2020
Common	Call Option	Written	-300	76 EUR	American	20/12/2019
Common	Put Option	Purchased	-900	84 EUR	American	20/12/2019
Common	Put Option	Purchased	-1600	72 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	76 EUR	American	17/01/2020
Common	Call Option	Purchased	100	72 EUR	American	17/01/2020
Common	Put Option	Purchased	-1200	70 EUR	American	17/01/2020
Common	Call Option	Purchased	1700	80 EUR	American	20/12/2019
Common	Call Option	Written	-500	76 EUR	American	17/01/2020

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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