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Form 8.3 - Takeaway.com N.V.

17 Sep 2019 10:47

RNS Number : 6045M

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	09 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:	123,651	0.20	512,902	0.84
(2) Cash-settled derivatives:	50,643	0.08	13,818	0.02
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	11,300	0.02	52,700	0.09
TOTAL:	185,594	0.30	579,420	0.95

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	55	80.65 EUR
Common Stock	Purchase	320	80.7 EUR
Common Stock	Purchase	117	80.75 EUR
Common Stock	Purchase	797	80.75 EUR
Common Stock	Purchase	225	80.8 EUR
Common Stock	Purchase	1,136	80.8 EUR
Common Stock	Purchase	838	80.85 EUR
Common Stock	Purchase	1,560	80.85 EUR
Common Stock	Purchase	288	80.9 EUR
Common Stock	Purchase	1,354	80.9 EUR
Common Stock	Purchase	123	80.925 EUR
Common Stock	Purchase	438	80.95 EUR
Common Stock	Purchase	4,349	80.95 EUR
Common Stock	Purchase	406	81 EUR
Common Stock	Purchase	3,359	81 EUR
Common Stock	Purchase	12	81.05 EUR
Common Stock	Purchase	2,739	81.05 EUR
Common Stock	Purchase	923	81.1 EUR
Common Stock	Purchase	1,366	81.1 EUR
Common Stock	Purchase	224	81.15 EUR
Common Stock	Purchase	771	81.15 EUR
Common Stock	Purchase	420	81.2 EUR
Common Stock	Purchase	1,052	81.2 EUR
Common Stock	Purchase	2	81.225 EUR
Common Stock	Purchase	110	81.25 EUR
Common Stock	Purchase	57	81.3 EUR
Common Stock	Purchase	921	81.3 EUR
Common Stock	Purchase	57	81.35 EUR
Common Stock	Purchase	819	81.35 EUR
Common Stock	Purchase	604	81.4 EUR
Common Stock	Purchase	745	81.4 EUR
Common Stock	Purchase	175	81.425 EUR
Common Stock	Purchase	173	81.45 EUR
Common Stock	Purchase	643	81.45 EUR
Common Stock	Purchase	183	81.5 EUR
Common Stock	Purchase	1,106	81.5 EUR
Common Stock	Purchase	427	81.55 EUR
Common Stock	Purchase	619	81.55 EUR
Common Stock	Purchase	185	81.57 EUR
Common Stock	Purchase	332	81.6 EUR
Common Stock	Purchase	402	81.6 EUR
Common Stock	Purchase	283	81.65 EUR
Common Stock	Purchase	854	81.65 EUR
Common Stock	Purchase	18	81.675 EUR
Common Stock	Purchase	730	81.7 EUR
Common Stock	Purchase	125	81.725 EUR
Common Stock	Purchase	178	81.75 EUR
Common Stock	Purchase	364	81.75 EUR
Common Stock	Purchase	675	81.8 EUR
Common Stock	Purchase	724	81.8 EUR
Common Stock	Purchase	620	81.85 EUR
Common Stock	Purchase	1,004	81.85 EUR
Common Stock	Purchase	764	81.9 EUR
Common Stock	Purchase	993	81.9 EUR
Common Stock	Purchase	402	81.95 EUR
Common Stock	Purchase	418	81.95 EUR
Common Stock	Purchase	512	81.975 EUR
Common Stock	Purchase	373	82 EUR
Common Stock	Purchase	847	82 EUR
Common Stock	Purchase	246	82.05 EUR
Common Stock	Purchase	188	82.075 EUR
Common Stock	Purchase	68	82.1 EUR
Common Stock	Purchase	190	82.15 EUR
Common Stock	Purchase	86	82.2 EUR
Common Stock	Purchase	10	82.25 EUR
Common Stock	Purchase	87	82.25 EUR
Common Stock	Purchase	760	82.3 EUR
Common Stock	Purchase	307	82.35 EUR
Common Stock	Purchase	709	82.4 EUR
Common Stock	Purchase	281	82.425 EUR
Common Stock	Purchase	206	82.45 EUR
Common Stock	Purchase	139	82.5 EUR
Common Stock	Purchase	102	82.55 EUR
Common Stock	Purchase	378	82.55 EUR
Common Stock	Purchase	10	82.6 EUR
Common Stock	Purchase	311	82.6 EUR
Common Stock	Purchase	135	82.65 EUR
Common Stock	Purchase	290	82.65 EUR
Common Stock	Purchase	60	82.7 EUR
Common Stock	Purchase	46	82.75 EUR
Common Stock	Purchase	55	82.75 EUR
Common Stock	Purchase	56	82.8 EUR
Common Stock	Purchase	262	82.8 EUR
Common Stock	Purchase	179	82.85 EUR
Common Stock	Purchase	313	82.85 EUR
Common Stock	Purchase	68	82.9 EUR
Common Stock	Purchase	238	82.9 EUR
Common Stock	Purchase	102	82.95 EUR
Common Stock	Purchase	665	83 EUR
Common Stock	Purchase	1,132	83 EUR
Common Stock	Purchase	201	83.05 EUR
Common Stock	Purchase	2,160	83.05 EUR
Common Stock	Purchase	57	83.1 EUR
Common Stock	Purchase	443	83.1 EUR
Common Stock	Purchase	38	83.15 EUR
Common Stock	Purchase	268	83.15 EUR
Common Stock	Purchase	141	83.2 EUR
Common Stock	Purchase	216	83.2 EUR
Common Stock	Purchase	125	83.25 EUR
Common Stock	Purchase	1,498	83.25 EUR
Common Stock	Purchase	52	83.3 EUR
Common Stock	Purchase	80	83.3 EUR
Common Stock	Purchase	11	83.35 EUR
Common Stock	Purchase	206	83.35 EUR
Common Stock	Purchase	160	83.4 EUR
Common Stock	Purchase	59	83.45 EUR
Common Stock	Purchase	75	83.45 EUR
Common Stock	Purchase	12	83.5 EUR
Common Stock	Purchase	109	83.5 EUR
Common Stock	Purchase	14	83.55 EUR
Common Stock	Purchase	58	83.55 EUR
Common Stock	Purchase	184	83.65 EUR
Common Stock	Purchase	11	83.75 EUR
Common Stock	Purchase	177	83.75 EUR
Common Stock	Purchase	55	83.8 EUR
Common Stock	Purchase	110	83.8 EUR
Common Stock	Purchase	55	83.85 EUR
Common Stock	Purchase	296	83.9 EUR
Common Stock	Purchase	334	83.9 EUR
Common Stock	Purchase	117	83.95 EUR
Common Stock	Purchase	126	83.95 EUR
Common Stock	Purchase	173	84 EUR
Common Stock	Sale	-17	80.65 EUR
Common Stock	Sale	-641	80.7 EUR
Common Stock	Sale	-673	80.75 EUR
Common Stock	Sale	-230	80.75 EUR
Common Stock	Sale	-204	80.775 EUR
Common Stock	Sale	-424	80.8 EUR
Common Stock	Sale	-146	80.8 EUR
Common Stock	Sale	-104	80.825 EUR
Common Stock	Sale	-1,979	80.85 EUR
Common Stock	Sale	-1,059	80.85 EUR
Common Stock	Sale	-826	80.9 EUR
Common Stock	Sale	-190	80.9 EUR
Common Stock	Sale	-3,474	80.95 EUR
Common Stock	Sale	-924	80.95 EUR
Common Stock	Sale	-1,155	81 EUR
Common Stock	Sale	-644	81 EUR
Common Stock	Sale	-368	81.025 EUR
Common Stock	Sale	-1,387	81.05 EUR
Common Stock	Sale	-397	81.05 EUR
Common Stock	Sale	-161	81.075 EUR
Common Stock	Sale	-1,434	81.1 EUR
Common Stock	Sale	-167	81.1 EUR
Common Stock	Sale	-308	81.1375 EUR
Common Stock	Sale	-539	81.15 EUR
Common Stock	Sale	-152	81.15 EUR
Common Stock	Sale	-134	81.175 EUR
Common Stock	Sale	-245	81.2 EUR
Common Stock	Sale	-446	81.25 EUR
Common Stock	Sale	-186	81.25 EUR
Common Stock	Sale	-233	81.3 EUR
Common Stock	Sale	-36	81.3 EUR
Common Stock	Sale	-855	81.35 EUR
Common Stock	Sale	-55	81.35 EUR
Common Stock	Sale	-467	81.4 EUR
Common Stock	Sale	-380	81.4 EUR
Common Stock	Sale	-142	81.4125 EUR
Common Stock	Sale	-252	81.45 EUR
Common Stock	Sale	-138	81.45 EUR
Common Stock	Sale	-1,668	81.5 EUR
Common Stock	Sale	-274	81.5 EUR
Common Stock	Sale	-471	81.55 EUR
Common Stock	Sale	-314	81.55 EUR
Common Stock	Sale	-13,575	81.582621 EUR
Common Stock	Sale	-3,994	81.582621 EUR
Common Stock	Sale	-362	81.6 EUR
Common Stock	Sale	-312	81.6 EUR
Common Stock	Sale	-445	81.65 EUR
Common Stock	Sale	-107	81.65 EUR
Common Stock	Sale	-717	81.7 EUR
Common Stock	Sale	-571	81.7 EUR
Common Stock	Sale	-186	81.75 EUR
Common Stock	Sale	-6	81.75 EUR
Common Stock	Sale	-287	81.8 EUR
Common Stock	Sale	-168	81.8 EUR
Common Stock	Sale	-931	81.85 EUR
Common Stock	Sale	-142	81.85 EUR
Common Stock	Sale	-852	81.9 EUR
Common Stock	Sale	-610	81.9 EUR
Common Stock	Sale	-584	81.95 EUR
Common Stock	Sale	-379	81.95 EUR
Common Stock	Sale	-476	82 EUR
Common Stock	Sale	-384	82 EUR
Common Stock	Sale	-920	82.05 EUR
Common Stock	Sale	-296	82.05 EUR
Common Stock	Sale	-2,975	82.1 EUR
Common Stock	Sale	-419	82.1 EUR
Common Stock	Sale	-104	82.15 EUR
Common Stock	Sale	-159	82.2 EUR
Common Stock	Sale	-129	82.2 EUR
Common Stock	Sale	-155	82.25 EUR
Common Stock	Sale	-33	82.25 EUR
Common Stock	Sale	-19	82.3 EUR
Common Stock	Sale	-66	82.35 EUR
Common Stock	Sale	-95	82.4 EUR
Common Stock	Sale	-60	82.45 EUR
Common Stock	Sale	-1,478	82.5 EUR
Common Stock	Sale	-339	82.55 EUR
Common Stock	Sale	-292	82.55 EUR
Common Stock	Sale	-359	82.6 EUR
Common Stock	Sale	-265	82.6 EUR
Common Stock	Sale	-407	82.65 EUR
Common Stock	Sale	-234	82.65 EUR
Common Stock	Sale	-650	82.7 EUR
Common Stock	Sale	-69	82.7 EUR
Common Stock	Sale	-389	82.8 EUR
Common Stock	Sale	-187	82.8 EUR
Common Stock	Sale	-485	82.85 EUR
Common Stock	Sale	-270	82.85 EUR
Common Stock	Sale	-619	82.9 EUR
Common Stock	Sale	-142	82.9 EUR
Common Stock	Sale	-410	82.95 EUR
Common Stock	Sale	-308	82.95 EUR
Common Stock	Sale	-435	83 EUR
Common Stock	Sale	-311	83 EUR
Common Stock	Sale	-929	83.05 EUR
Common Stock	Sale	-23	83.05 EUR
Common Stock	Sale	-27	83.1 EUR
Common Stock	Sale	-22	83.1 EUR
Common Stock	Sale	-251	83.15 EUR
Common Stock	Sale	-200	83.2 EUR
Common Stock	Sale	-430	83.25 EUR
Common Stock	Sale	-221	83.25 EUR
Common Stock	Sale	-140	83.3 EUR
Common Stock	Sale	-132	83.3 EUR
Common Stock	Sale	-174	83.35 EUR
Common Stock	Sale	-79	83.35 EUR
Common Stock	Sale	-339	83.4 EUR
Common Stock	Sale	-133	83.4 EUR
Common Stock	Sale	-96	83.45 EUR
Common Stock	Sale	-80	83.5 EUR
Common Stock	Sale	-119	83.6 EUR
Common Stock	Sale	-53	83.65 EUR
Common Stock	Sale	-73	83.75 EUR
Common Stock	Sale	-139	83.8 EUR
Common Stock	Sale	-194	83.85 EUR
Common Stock	Sale	-108	83.9 EUR
Common Stock	Sale	-77	83.9 EUR
Common Stock	Sale	-400	83.95 EUR
Common Stock	Sale	-13	83.95 EUR
Common Stock	Sale	-52	84 EUR
Common Stock	Sale	-8	84 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	Increasing short position	-8,842	82.424877 EUR
Common Stock	CFD	Increasing short position	-650	82.530382 EUR
Common Stock	CFD	Opening/Closing a position	581	81.58537 EUR
Common Stock	CFD	Opening/Closing a position	116	81.721767 EUR
Common Stock	CFD	Opening/Closing a position	-697	82.530382 EUR
Common Stock	CFD	Reducing long position	-255	83.46833333 EUR

(i) Writing, selling, purchasing or varying

Class of relevant security

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

(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	Call Option	Purchased	100	92 USD	American	15/11/2019
Common	Put Option	Purchased	-700	84 USD	American	15/11/2019
Common	Call Option	Purchased	300	80 USD	American	15/11/2019
Common	Put Option	Purchased	-600	80 USD	American	15/11/2019
Common	Put Option	Purchased	-200	72 USD	American	15/11/2019
Common	Put Option	Purchased	-200	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	Written	-200	64 USD	American	18/10/2019
Common	Call Option	Purchased	300	90 USD	American	20/09/2019
Common	Call Option	Written	-300	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	800	76 USD	American	18/10/2019
Common	Call Option	Written	-100	72 USD	American	18/10/2019
Common	Put Option	Written	400	78 USD	American	18/10/2019
Common	Put Option	Purchased	-1000	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	-1100	80 USD	American	18/10/2019
Common	Call Option	Written	-1000	88 USD	American	18/10/2019
Common	Call Option	Written	-900	78 USD	American	18/10/2019
Common	Put Option	Purchased	-600	84 USD	American	18/10/2019
Common	Put Option	Purchased	-500	80 USD	American	18/10/2019
Common	Put Option	Written	1000	72 USD	American	18/10/2019
Common	Call Option	Written	-400	100 USD	American	20/09/2019
Common	Put Option	Purchased	-2000	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	3900	82 USD	American	20/09/2019
Common	Put Option	Purchased	-100	82 USD	American	20/09/2019
Common	Put Option	Purchased	-25900	78 USD	American	20/09/2019
Common	Call Option	Purchased	400	78 USD	American	20/09/2019
Common	Call Option	Purchased	1000	88 USD	American	20/09/2019
Common	Put Option	Purchased	-3500	84 USD	American	20/09/2019
Common	Call Option	Written	-4300	92 USD	American	20/09/2019
Common	Put Option	Purchased	-300	80 USD	American	20/09/2019
Common	Put Option	Written	1900	72 USD	American	20/09/2019
Common	Call Option	Written	-3200	84 USD	American	20/09/2019
Common	Call Option	Written	-200	80 USD	American	20/09/2019
Common	Put Option	Written	400	88 USD	American	20/09/2019
Common	Put Option	Purchased	-1200	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

RETUBSKRKOAKARR

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24th Jan 2020	7:00 am	RNS	Update on expected timetable
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17th Jan 2020	4:45 pm	RNS	Rule 2.9 Announcement
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13th Jan 2020	3:11 pm	BUS	Form 8.3 - Just Eat Plc
13th Jan 2020	2:57 pm	RNS	Form 8.5 (EPT/RI) - Replacement of JUST EAT PLC
13th Jan 2020	2:36 pm	RNS	Form 8.5 (EPT/RI) - Amendment
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