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Form 8.3 - Takeaway.com N.V.

1 Oct 2019 15:00

RNS Number : 3403O

Citadel Group

01 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 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	30 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:	30,092	0.05	723,515	1.18
(2) Cash-settled derivatives:	23,726	0.04	16,027	0.03
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	9,100	0.01	28,100	0.05
TOTAL:	62,918	0.10	767,642	1.25

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	25	71.8 EUR
Common Stock	Purchase	65	71.825 EUR
Common Stock	Purchase	198	71.85 EUR
Common Stock	Purchase	1,076	71.9 EUR
Common Stock	Purchase	2	71.925 EUR
Common Stock	Purchase	63	71.95 EUR
Common Stock	Purchase	321	71.95 EUR
Common Stock	Purchase	64	71.975 EUR
Common Stock	Purchase	508	72 EUR
Common Stock	Purchase	34	72.1 EUR
Common Stock	Purchase	726	72.3 EUR
Common Stock	Purchase	761	72.35 EUR
Common Stock	Purchase	40	72.4 EUR
Common Stock	Purchase	64	72.45 EUR
Common Stock	Purchase	144	72.45 EUR
Common Stock	Purchase	39	72.5 EUR
Common Stock	Purchase	756	72.5 EUR
Common Stock	Purchase	2,610	72.5 EUR
Common Stock	Purchase	11,533	72.5 EUR
Common Stock	Purchase	64	72.55 EUR
Common Stock	Purchase	603	72.55 EUR
Common Stock	Purchase	281	72.6 EUR
Common Stock	Purchase	256	72.65 EUR
Common Stock	Purchase	22	72.675 EUR
Common Stock	Purchase	298	72.7 EUR
Common Stock	Purchase	46	72.75 EUR
Common Stock	Purchase	251	72.75 EUR
Common Stock	Purchase	77	72.8 EUR
Common Stock	Purchase	242	72.9 EUR
Common Stock	Purchase	228	72.95 EUR
Common Stock	Purchase	431	73 EUR
Common Stock	Purchase	2,179	73 EUR
Common Stock	Purchase	52	73.05 EUR
Common Stock	Purchase	2,135	73.05 EUR
Common Stock	Purchase	139	73.1 EUR
Common Stock	Purchase	781	73.1 EUR
Common Stock	Purchase	567	73.15 EUR
Common Stock	Purchase	1,595	73.15 EUR
Common Stock	Purchase	921	73.2 EUR
Common Stock	Purchase	2,606	73.2 EUR
Common Stock	Purchase	682	73.25 EUR
Common Stock	Purchase	737	73.25 EUR
Common Stock	Purchase	100	73.3 EUR
Common Stock	Purchase	962	73.3 EUR
Common Stock	Purchase	131	73.35 EUR
Common Stock	Purchase	1,634	73.35 EUR
Common Stock	Purchase	542	73.4 EUR
Common Stock	Purchase	1,313	73.4 EUR
Common Stock	Sale	-441	71.85 EUR
Common Stock	Sale	-1,148	72 EUR
Common Stock	Sale	-119	72.1 EUR
Common Stock	Sale	-202	72.15 EUR
Common Stock	Sale	-94	72.15 EUR
Common Stock	Sale	-77	72.25 EUR
Common Stock	Sale	-33	72.3 EUR
Common Stock	Sale	-15	72.35 EUR
Common Stock	Sale	-478	72.4 EUR
Common Stock	Sale	-348	72.45 EUR
Common Stock	Sale	-48	72.475 EUR
Common Stock	Sale	-147	72.5 EUR
Common Stock	Sale	-503	72.55 EUR
Common Stock	Sale	-29	72.55 EUR
Common Stock	Sale	-182	72.6 EUR
Common Stock	Sale	-117	72.6 EUR
Common Stock	Sale	-142	72.65 EUR
Common Stock	Sale	-693	72.7 EUR
Common Stock	Sale	-31	72.7 EUR
Common Stock	Sale	-230	72.75 EUR
Common Stock	Sale	-90	72.75 EUR
Common Stock	Sale	-365	72.8 EUR
Common Stock	Sale	-41	72.8 EUR
Common Stock	Sale	-228	72.85 EUR
Common Stock	Sale	-39	72.9 EUR
Common Stock	Sale	-124	72.925 EUR
Common Stock	Sale	-1,024	72.928613 EUR
Common Stock	Sale	-475	72.930105 EUR
Common Stock	Sale	-4,354	72.931971 EUR
Common Stock	Sale	-1,915	72.933003 EUR
Common Stock	Sale	-64	72.95 EUR
Common Stock	Sale	-149	73 EUR
Common Stock	Sale	-115	73 EUR
Common Stock	Sale	-46	73.013043 EUR
Common Stock	Sale	-2,102	73.04931 EUR
Common Stock	Sale	-8,670	73.04964 EUR
Common Stock	Sale	-1,059	73.04967 EUR
Common Stock	Sale	-1,390	73.05 EUR
Common Stock	Sale	-14	73.05 EUR
Common Stock	Sale	-4,206	73.050392 EUR
Common Stock	Sale	-1,466	73.1 EUR
Common Stock	Sale	-378	73.1 EUR
Common Stock	Sale	-732	73.10082 EUR
Common Stock	Sale	-1,450	73.100862 EUR
Common Stock	Sale	-2,907	73.100903 EUR
Common Stock	Sale	-5,993	73.10093 EUR
Common Stock	Sale	-33	73.102273 EUR
Common Stock	Sale	-1,210	73.112924 EUR
Common Stock	Sale	-2,380	73.113209 EUR
Common Stock	Sale	-600	73.113438 EUR
Common Stock	Sale	-4,956	73.11396 EUR
Common Stock	Sale	-37	73.139189 EUR
Common Stock	Sale	-30	73.145833 EUR
Common Stock	Sale	-1,157	73.15 EUR
Common Stock	Sale	-64	73.15 EUR
Common Stock	Sale	-2	73.175 EUR
Common Stock	Sale	-2,126	73.190687 EUR
Common Stock	Sale	-8,790	73.191362 EUR
Common Stock	Sale	-1,081	73.191651 EUR
Common Stock	Sale	-4,297	73.192122 EUR
Common Stock	Sale	-1,389	73.198398 EUR
Common Stock	Sale	-5,668	73.198403 EUR
Common Stock	Sale	-2,807	73.198432 EUR
Common Stock	Sale	-715	73.198462 EUR
Common Stock	Sale	-1,371	73.2 EUR
Common Stock	Sale	-43	73.2 EUR
Common Stock	Sale	-4	73.20625 EUR
Common Stock	Sale	-906	73.25 EUR
Common Stock	Sale	-1,095	73.3 EUR
Common Stock	Sale	-114	73.3 EUR
Common Stock	Sale	-1,598	73.35 EUR
Common Stock	Sale	-269	73.35 EUR
Common Stock	Sale	-256	73.356641 EUR
Common Stock	Sale	-61	73.360246 EUR
Common Stock	Sale	-29	73.360345 EUR
Common Stock	Sale	-119	73.363655 EUR
Common Stock	Sale	-115	73.375 EUR
Common Stock	Sale	-951	73.4 EUR
Common Stock	Sale	-217	73.4 EUR
Common Stock	Sale	-120	73.45 EUR
Common Stock	Sale	-110	73.45 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 long position	-9,845	72.5 EUR
Common Stock	CFD	Closing long position	-1,314	73.218713 EUR
Common Stock	CFD	Increasing long position	9,845	72.5 EUR
Common Stock	CFD	Increasing long position	454	72.525771 EUR
Common Stock	CFD	Increasing long position	860	73.100727 EUR
Common Stock	CFD	Increasing long position	347	73.2 EUR
Common Stock	CFD	Increasing long position	4,088	73.307852 EUR
Common Stock	CFD	Increasing short position	-11,533	72.5 EUR
Common Stock	CFD	Increasing short position	-2,610	72.5 EUR
Common Stock	CFD	Reducing long position	-95	72.35 EUR
Common Stock	CFD	Reducing long position	-10	72.4 EUR
Common Stock	CFD	Reducing long position	-694	73.218713 EUR
Common Stock	CFD	Reducing short position	1,700	72.99904412 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	18/10/2019	0.95 EUR
Common	Put Option	Purchasing	-500	70 EUR	American	15/11/2019	2.05 EUR
Common	Call Option	Purchasing	100	72 EUR	American	15/11/2019	3.9 EUR
Common	Call Option	Writing	-1,000	84 EUR	American	15/11/2019	0.5 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:	01 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 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	Put Option	Purchased	-1100	70 EUR	American	15/11/2019
Common	Put Option	Purchased	-1100	70 EUR	American	18/10/2019
Common	Call Option	Written	-200	74 EUR	American	15/11/2019
Common	Put Option	Written	200	74 EUR	American	15/11/2019
Common	Call Option	Purchased	200	64 EUR	American	15/11/2019
Common	Put Option	Purchased	-300	64 EUR	American	15/11/2019
Common	Call Option	Purchased	100	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	500	72 EUR	American	15/11/2019
Common	Put Option	Purchased	-100	88 EUR	American	15/11/2019
Common	Call Option	Written	-900	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	-1600	68 EUR	American	15/11/2019
Common	Call Option	Purchased	3300	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-1600	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-600	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	Put Option	Purchased	-500	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	-100	72 EUR	American	18/10/2019
Common	Call Option	Purchased	1100	76 EUR	American	18/10/2019
Common	Call Option	Written	-100	84 EUR	American	18/10/2019
Common	Put Option	Purchased	-1200	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	-1300	80 EUR	American	18/10/2019
Common	Put Option	Purchased	-1000	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

RETUAVKRKAARRRA

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21st Jan 2020	12:12 pm	RNS	Form 8.3 - JUST EAT plc
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17th Jan 2020	4:45 pm	RNS	Rule 2.9 Announcement
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14th Jan 2020	2:33 pm	RNS	Form 8.5 (EPT/RI) - Replacement of JUST EAT PLC
13th Jan 2020	3:30 pm	BUS	Form 8.3 - Just Eat plc
13th Jan 2020	3:21 pm	RNS	Form 8.5 (EPT/RI) - Amendment
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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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