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Form 8.3 - Takeaway.com N.V.

15 Oct 2019 15:00

RNS Number : 9279P

Citadel Group

15 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	14 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:	40,129	0.07	664,255	1.09
(2) Cash-settled derivatives:	49,613	0.08	40,609	0.07
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	11,300	0.02	58,500	0.10
TOTAL:	101,042	0.17	763,364	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	120	71.05 EUR
Common Stock	Purchase	222	71.15 EUR
Common Stock	Purchase	4	71.2 EUR
Common Stock	Purchase	278	71.2 EUR
Common Stock	Purchase	48	71.25 EUR
Common Stock	Purchase	107	71.25 EUR
Common Stock	Purchase	270	71.3 EUR
Common Stock	Purchase	74	71.325 EUR
Common Stock	Purchase	264	71.35 EUR
Common Stock	Purchase	795	71.35 EUR
Common Stock	Purchase	977	71.4 EUR
Common Stock	Purchase	2,730	71.45 EUR
Common Stock	Purchase	371	71.5 EUR
Common Stock	Purchase	27	71.55 EUR
Common Stock	Purchase	1,005	71.55 EUR
Common Stock	Purchase	988	71.6 EUR
Common Stock	Purchase	17	71.65 EUR
Common Stock	Purchase	30	71.75 EUR
Common Stock	Purchase	261	71.8 EUR
Common Stock	Purchase	473	71.85 EUR
Common Stock	Purchase	862	71.9 EUR
Common Stock	Purchase	2,745	71.95 EUR
Common Stock	Purchase	3,796	72 EUR
Common Stock	Purchase	139	72.05 EUR
Common Stock	Purchase	1,529	72.05 EUR
Common Stock	Purchase	179	72.1 EUR
Common Stock	Purchase	1,546	72.1 EUR
Common Stock	Purchase	152	72.15 EUR
Common Stock	Purchase	1,263	72.15 EUR
Common Stock	Purchase	666	72.2 EUR
Common Stock	Purchase	50	72.25 EUR
Common Stock	Purchase	875	72.25 EUR
Common Stock	Purchase	123	72.3 EUR
Common Stock	Purchase	465	72.3 EUR
Common Stock	Purchase	612	72.35 EUR
Common Stock	Purchase	165	72.4 EUR
Common Stock	Purchase	1,162	72.4 EUR
Common Stock	Purchase	66	72.45 EUR
Common Stock	Purchase	204	72.45 EUR
Common Stock	Purchase	445	72.5 EUR
Common Stock	Purchase	69	72.55 EUR
Common Stock	Purchase	154	72.55 EUR
Common Stock	Purchase	4,430	72.55 EUR
Common Stock	Purchase	19,218	72.55 EUR
Common Stock	Purchase	130	72.65 EUR
Common Stock	Purchase	21	72.7 EUR
Common Stock	Purchase	467	72.7 EUR
Common Stock	Purchase	74	72.75 EUR
Common Stock	Sale	-36	71.05 EUR
Common Stock	Sale	-190	71.1 EUR
Common Stock	Sale	-13	71.15 EUR
Common Stock	Sale	-79	71.25 EUR
Common Stock	Sale	-20	71.3 EUR
Common Stock	Sale	-399	71.35 EUR
Common Stock	Sale	-360	71.4 EUR
Common Stock	Sale	-630	71.45 EUR
Common Stock	Sale	-464	71.5 EUR
Common Stock	Sale	-404	71.5 EUR
Common Stock	Sale	-153	71.55 EUR
Common Stock	Sale	-234	71.6 EUR
Common Stock	Sale	-234	71.7 EUR
Common Stock	Sale	-106	71.75 EUR
Common Stock	Sale	-391	71.8 EUR
Common Stock	Sale	-480	71.85 EUR
Common Stock	Sale	-946	71.9 EUR
Common Stock	Sale	-2,161	71.95 EUR
Common Stock	Sale	-1,728	72 EUR
Common Stock	Sale	-1,198	72.05 EUR
Common Stock	Sale	-836	72.1 EUR
Common Stock	Sale	-1	72.1 EUR
Common Stock	Sale	-269	72.15 EUR
Common Stock	Sale	-664	72.2 EUR
Common Stock	Sale	-285	72.25 EUR
Common Stock	Sale	-20	72.25 EUR
Common Stock	Sale	-372	72.3 EUR
Common Stock	Sale	-178	72.35 EUR
Common Stock	Sale	-31	72.35 EUR
Common Stock	Sale	-140	72.4 EUR
Common Stock	Sale	-75	72.4 EUR
Common Stock	Sale	-329	72.45 EUR
Common Stock	Sale	-2	72.45 EUR
Common Stock	Sale	-128	72.5 EUR
Common Stock	Sale	-154	72.55 EUR
Common Stock	Sale	-697	72.6 EUR
Common Stock	Sale	-66	72.6 EUR
Common Stock	Sale	-568	72.65 EUR
Common Stock	Sale	-100	72.675 EUR
Common Stock	Sale	-70	72.75 EUR
Common Stock	Sale	-14	72.75 EUR
Common Stock	Sale	-7	72.8 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	-25,536	72.55 EUR
Common Stock	CFD	Increasing long position	164	72.15061 EUR
Common Stock	CFD	Increasing long position	25,536	72.55 EUR
Common Stock	CFD	Increasing short position	-19,218	72.55 EUR
Common Stock	CFD	Increasing short position	-4,430	72.55 EUR
Common Stock	CFD	Opening long position	3,434	72.159137 EUR
Common Stock	CFD	Opening long position	2,172	72.575066 EUR
Common Stock	CFD	Reducing long position	-230	71.398261 EUR
Common Stock	CFD	Reducing long position	-2,772	71.6068 EUR
Common Stock	CFD	Reducing long position	-438	71.868836 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	68 EUR	American	15/11/2019	0.77 EUR
Common	Put Option	Purchasing	-100	68 EUR	American	15/11/2019	1.02 EUR
Common	Put Option	Purchasing	-1,000	70 EUR	American	15/11/2019	1.31 EUR
Common	Call Option	Purchasing	100	74 EUR	American	15/11/2019	1.32 EUR
Common	Put Option	Purchasing	-500	70 EUR	American	15/11/2019	1.5 EUR
Common	Put Option	Purchasing	-200	72 EUR	American	15/11/2019	2.15 EUR
Common	Call Option	Purchasing	100	72 EUR	American	15/11/2019	2.52 EUR
Common	Put Option	Writing	100	70 EUR	American	18/10/2019	0.26 EUR
Common	Call Option	Writing	-200	80 EUR	American	15/11/2019	0.45 EUR
Common	Put Option	Writing	1,500	72 EUR	American	18/10/2019	0.85 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:	15 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	100	70 EUR	American	15/11/2019
Common	Put Option	Purchased	-5300	70 EUR	American	15/11/2019
Common	Call Option	Written	-1800	70 EUR	American	18/10/2019
Common	Put Option	Purchased	-400	70 EUR	American	18/10/2019
Common	Call Option	Purchased	100	74 EUR	American	15/11/2019
Common	Put Option	Written	200	74 EUR	American	15/11/2019
Common	Call Option	Written	-100	64 EUR	American	15/11/2019
Common	Put Option	Purchased	-5900	64 EUR	American	15/11/2019
Common	Call Option	Purchased	300	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	1800	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	-3600	68 EUR	American	15/11/2019
Common	Call Option	Purchased	3400	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-1700	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-1300	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	Call Option	Written	-8600	74 EUR	American	18/10/2019
Common	Put Option	Purchased	-400	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	-9300	72 EUR	American	18/10/2019
Common	Call Option	Written	-1700	76 EUR	American	18/10/2019
Common	Call Option	Written	-100	84 EUR	American	18/10/2019
Common	Put Option	Purchased	-1000	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	-1200	80 EUR	American	18/10/2019
Common	Put Option	Written	1500	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	Written	200	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

RETUVVKRKWARARA

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