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Form 8.3 - Takeaway.com N.V.

13 Nov 2019 15:00

RNS Number : 2720T

Citadel Group

13 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	12 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:	195,138	0.32	270,528	0.44
(2) Cash-settled derivatives:	21,679	0.04	52,620	0.09
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	100,300	0.16	116,600	0.19
TOTAL:	317,117	0.52	439,748	0.72

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	74.15 EUR
Common Stock	Purchase	17	74.2 EUR
Common Stock	Purchase	41	74.2 EUR
Common Stock	Purchase	44	74.25 EUR
Common Stock	Purchase	835	74.3 EUR
Common Stock	Purchase	97	74.35 EUR
Common Stock	Purchase	75	74.4 EUR
Common Stock	Purchase	1,544	74.45 EUR
Common Stock	Purchase	70	74.55 EUR
Common Stock	Purchase	50	74.6 EUR
Common Stock	Purchase	320	74.65 EUR
Common Stock	Purchase	1,809	74.65 EUR
Common Stock	Purchase	234	74.7 EUR
Common Stock	Purchase	3,842	74.7 EUR
Common Stock	Purchase	427	74.75 EUR
Common Stock	Purchase	6,708	74.75 EUR
Common Stock	Purchase	208	74.8 EUR
Common Stock	Purchase	5,943	74.8 EUR
Common Stock	Purchase	6,667	74.85 EUR
Common Stock	Purchase	25	74.9 EUR
Common Stock	Purchase	3,544	74.9 EUR
Common Stock	Purchase	3,103	74.95 EUR
Common Stock	Purchase	44	75 EUR
Common Stock	Purchase	759	75 EUR
Common Stock	Purchase	194	75.05 EUR
Common Stock	Purchase	2,106	75.05 EUR
Common Stock	Purchase	2,050	75.1 EUR
Common Stock	Purchase	2	75.15 EUR
Common Stock	Purchase	2,505	75.15 EUR
Common Stock	Purchase	224	75.2 EUR
Common Stock	Purchase	2,384	75.2 EUR
Common Stock	Purchase	257	75.25 EUR
Common Stock	Purchase	964	75.25 EUR
Common Stock	Purchase	605	75.3 EUR
Common Stock	Purchase	172	75.35 EUR
Common Stock	Purchase	561	75.35 EUR
Common Stock	Purchase	273	75.4 EUR
Common Stock	Purchase	542	75.4 EUR
Common Stock	Purchase	195	75.45 EUR
Common Stock	Purchase	2,437	75.5 EUR
Common Stock	Sale	-226	74.2 EUR
Common Stock	Sale	-92	74.25 EUR
Common Stock	Sale	-1,079	74.3 EUR
Common Stock	Sale	-320	74.35 EUR
Common Stock	Sale	-1,754	74.4 EUR
Common Stock	Sale	-1,050	74.45 EUR
Common Stock	Sale	-138	74.45 EUR
Common Stock	Sale	-265	74.4875 EUR
Common Stock	Sale	-1,041	74.5 EUR
Common Stock	Sale	-519	74.55 EUR
Common Stock	Sale	-70	74.6 EUR
Common Stock	Sale	-3,904	74.65 EUR
Common Stock	Sale	-76	74.65 EUR
Common Stock	Sale	-70	74.675 EUR
Common Stock	Sale	-4,880	74.7 EUR
Common Stock	Sale	-160	74.725 EUR
Common Stock	Sale	-7,226	74.75 EUR
Common Stock	Sale	-3,164	74.8 EUR
Common Stock	Sale	-54	74.8 EUR
Common Stock	Sale	-172	74.825 EUR
Common Stock	Sale	-3,256	74.85 EUR
Common Stock	Sale	-99	74.875 EUR
Common Stock	Sale	-1,658	74.9 EUR
Common Stock	Sale	-71	74.9 EUR
Common Stock	Sale	-2,263	74.95 EUR
Common Stock	Sale	-298	74.975 EUR
Common Stock	Sale	-2,297	75 EUR
Common Stock	Sale	-1,411	75.025 EUR
Common Stock	Sale	-1,967	75.0489 EUR
Common Stock	Sale	-3,795	75.05 EUR
Common Stock	Sale	-12	75.05 EUR
Common Stock	Sale	-1,515	75.1 EUR
Common Stock	Sale	-56	75.125 EUR
Common Stock	Sale	-2,884	75.15 EUR
Common Stock	Sale	-4,247	75.2 EUR
Common Stock	Sale	-441	75.2 EUR
Common Stock	Sale	-1,257	75.25 EUR
Common Stock	Sale	-1,510	75.3 EUR
Common Stock	Sale	-16	75.325 EUR
Common Stock	Sale	-294	75.35 EUR
Common Stock	Sale	-174	75.4 EUR
Common Stock	Sale	-82	75.45 EUR
Common Stock	Sale	-2	75.5 EUR
Common Stock	Sale	-276	75.55 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	878	74.87427 EUR
Common Stock	CFD	Opening/Closing a position	-836	74.908852 EUR
Common Stock	CFD	Opening/Closing a position	-42	75.3 EUR
Common Stock	CFD	Reducing short position	650	74.87427 EUR
Common Stock	CFD	Reducing short position	3,555	74.966491 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	-1,000	74 EUR	American	15/11/2019	0.36 EUR
Common	Put Option	Purchasing	-100	74 EUR	American	15/11/2019	0.65 EUR
Common	Put Option	Purchasing	-100	70 EUR	American	20/12/2019	1 EUR
Common	Call Option	Purchasing	200	74 EUR	American	15/11/2019	1.15 EUR
Common	Put Option	Purchasing	-100	76 EUR	American	15/11/2019	1.35 EUR
Common	Call Option	Writing	-200	74 EUR	American	15/11/2019	1.35 EUR
Common	Call Option	Writing	-500	74 EUR	American	15/11/2019	1.65 EUR
Common	Call Option	Writing	-200	76 EUR	American	17/01/2020	3.15 EUR
Common	Call Option	Writing	-100	72 EUR	American	20/12/2019	4.29 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:	13 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	Purchased	200	78 EUR	American	20/12/2019
Common	Call Option	Written	-300	78 EUR	American	17/01/2020
Common	Call Option	Written	-100	88 EUR	American	17/01/2020
Common	Call Option	Purchased	100	68 EUR	American	17/01/2020
Common	Put Option	Written	400	74 EUR	American	20/12/2019
Common	Call Option	Written	-400	74 EUR	American	20/12/2019
Common	Put Option	Purchased	-13300	68 EUR	American	20/12/2019
Common	Call Option	Written	-900	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-1000	60 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	72 EUR	American	20/12/2019
Common	Call Option	Written	-100	84 EUR	American	17/01/2020
Common	Call Option	Written	-4900	80 EUR	American	17/01/2020
Common	Put Option	Purchased	-800	70 EUR	American	20/12/2019
Common	Put Option	Purchased	-100	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-200	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	Written	-1200	84 EUR	American	20/12/2019
Common	Call Option	Written	-100	72 EUR	American	20/12/2019
Common	Put Option	Purchased	-3500	68 EUR	American	17/01/2020
Common	Call Option	Written	-500	76 EUR	American	20/12/2019
Common	Put Option	Purchased	-1500	72 EUR	American	17/01/2020
Common	Call Option	Purchased	100	72 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	70 EUR	American	17/01/2020
Common	Call Option	Written	-2300	80 EUR	American	20/12/2019
Common	Call Option	Written	-800	76 EUR	American	17/01/2020
Common	Call Option	Purchased	800	70 EUR	American	15/11/2019
Common	Put Option	Purchased	-6300	70 EUR	American	15/11/2019
Common	Call Option	Purchased	600	60 EUR	American	15/11/2019
Common	Call Option	Purchased	71600	74 EUR	American	15/11/2019
Common	Put Option	Purchased	-9400	74 EUR	American	15/11/2019
Common	Put Option	Purchased	-1600	78 EUR	American	15/11/2019
Common	Call Option	Purchased	5000	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	8800	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	8800	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	-16700	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	-4900	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	-3500	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

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