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Form 8.3 - Takeaway.com N.V.

16 Oct 2019 15:00

RNS Number : 0781Q

Citadel Group

16 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	15 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:	41,314	0.07	664,778	1.09
(2) Cash-settled derivatives:	52,187	0.09	40,609	0.07
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	12,600	0.02	64,500	0.11
TOTAL:	106,101	0.17	769,887	1.26

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	415	71.55 EUR
Common Stock	Purchase	66	71.6 EUR
Common Stock	Purchase	267	71.6 EUR
Common Stock	Purchase	541	71.65 EUR
Common Stock	Purchase	320	71.7 EUR
Common Stock	Purchase	63	71.75 EUR
Common Stock	Purchase	871	71.75 EUR
Common Stock	Purchase	893	71.8 EUR
Common Stock	Purchase	902	71.85 EUR
Common Stock	Purchase	683	71.9 EUR
Common Stock	Purchase	605	71.95 EUR
Common Stock	Purchase	107	72 EUR
Common Stock	Purchase	436	72.05 EUR
Common Stock	Purchase	112	72.1 EUR
Common Stock	Purchase	129	72.15 EUR
Common Stock	Purchase	126	72.2 EUR
Common Stock	Purchase	389	72.2 EUR
Common Stock	Purchase	72	72.25 EUR
Common Stock	Purchase	889	72.25 EUR
Common Stock	Purchase	782	72.3 EUR
Common Stock	Purchase	413	72.35 EUR
Common Stock	Purchase	65	72.4 EUR
Common Stock	Purchase	18	72.45 EUR
Common Stock	Purchase	166	72.45 EUR
Common Stock	Purchase	388	72.5 EUR
Common Stock	Purchase	1,308	72.55 EUR
Common Stock	Purchase	806	72.6 EUR
Common Stock	Purchase	1,396	72.65 EUR
Common Stock	Purchase	1,102	72.7 EUR
Common Stock	Purchase	324	72.75 EUR
Common Stock	Purchase	645	72.8 EUR
Common Stock	Purchase	216	72.85 EUR
Common Stock	Purchase	411	72.9 EUR
Common Stock	Purchase	553	72.95 EUR
Common Stock	Purchase	98	73 EUR
Common Stock	Purchase	637	73 EUR
Common Stock	Purchase	131	73.05 EUR
Common Stock	Purchase	247	73.05 EUR
Common Stock	Purchase	48	73.1 EUR
Common Stock	Purchase	217	73.1 EUR
Common Stock	Purchase	440	73.15 EUR
Common Stock	Purchase	214	73.2 EUR
Common Stock	Purchase	218	73.25 EUR
Common Stock	Purchase	2,326	73.25 EUR
Common Stock	Purchase	79	73.3 EUR
Common Stock	Purchase	3,357	73.3 EUR
Common Stock	Purchase	196	73.35 EUR
Common Stock	Purchase	2,810	73.35 EUR
Common Stock	Purchase	150	73.4 EUR
Common Stock	Purchase	524	73.4 EUR
Common Stock	Purchase	640	73.45 EUR
Common Stock	Purchase	14	73.5 EUR
Common Stock	Purchase	642	73.5 EUR
Common Stock	Purchase	83	73.55 EUR
Common Stock	Purchase	1,077	73.55 EUR
Common Stock	Purchase	371	73.65 EUR
Common Stock	Purchase	81	73.7 EUR
Common Stock	Sale	-116	71.6 EUR
Common Stock	Sale	-87	71.65 EUR
Common Stock	Sale	-60	71.75 EUR
Common Stock	Sale	-13	71.75 EUR
Common Stock	Sale	-138	71.8 EUR
Common Stock	Sale	-124	71.8 EUR
Common Stock	Sale	-37	71.85 EUR
Common Stock	Sale	-166	71.9 EUR
Common Stock	Sale	-154	71.95 EUR
Common Stock	Sale	-93	71.95 EUR
Common Stock	Sale	-1,066	72 EUR
Common Stock	Sale	-37	72 EUR
Common Stock	Sale	-6	72.025 EUR
Common Stock	Sale	-334	72.05 EUR
Common Stock	Sale	-63	72.1 EUR
Common Stock	Sale	-716	72.15 EUR
Common Stock	Sale	-40	72.15 EUR
Common Stock	Sale	-906	72.2 EUR
Common Stock	Sale	-45	72.2 EUR
Common Stock	Sale	-62	72.225 EUR
Common Stock	Sale	-2,342	72.25 EUR
Common Stock	Sale	-3	72.25 EUR
Common Stock	Sale	-82	72.275 EUR
Common Stock	Sale	-945	72.3 EUR
Common Stock	Sale	-77	72.3 EUR
Common Stock	Sale	-1,330	72.35 EUR
Common Stock	Sale	-82	72.35 EUR
Common Stock	Sale	-1,436	72.4 EUR
Common Stock	Sale	-161	72.4 EUR
Common Stock	Sale	-147	72.425 EUR
Common Stock	Sale	-645	72.45 EUR
Common Stock	Sale	-1,235	72.5 EUR
Common Stock	Sale	-84	72.5 EUR
Common Stock	Sale	-698	72.55 EUR
Common Stock	Sale	-16	72.55 EUR
Common Stock	Sale	-442	72.6 EUR
Common Stock	Sale	-200	72.6 EUR
Common Stock	Sale	-466	72.65 EUR
Common Stock	Sale	-583	72.7 EUR
Common Stock	Sale	-58	72.7 EUR
Common Stock	Sale	-1,198	72.75 EUR
Common Stock	Sale	-96	72.75 EUR
Common Stock	Sale	-524	72.8 EUR
Common Stock	Sale	-312	72.85 EUR
Common Stock	Sale	-102	72.85 EUR
Common Stock	Sale	-100	72.9 EUR
Common Stock	Sale	-8	73 EUR
Common Stock	Sale	-496	73.05 EUR
Common Stock	Sale	-338	73.075 EUR
Common Stock	Sale	-572	73.1 EUR
Common Stock	Sale	-132	73.1 EUR
Common Stock	Sale	-102	73.125 EUR
Common Stock	Sale	-714	73.15 EUR
Common Stock	Sale	-225	73.175 EUR
Common Stock	Sale	-967	73.2 EUR
Common Stock	Sale	-299	73.225 EUR
Common Stock	Sale	-1,028	73.25 EUR
Common Stock	Sale	-621	73.25 EUR
Common Stock	Sale	-294	73.275 EUR
Common Stock	Sale	-832	73.3 EUR
Common Stock	Sale	-221	73.325 EUR
Common Stock	Sale	-1,202	73.35 EUR
Common Stock	Sale	-500	73.35 EUR
Common Stock	Sale	-235	73.375 EUR
Common Stock	Sale	-927	73.4 EUR
Common Stock	Sale	-424	73.4 EUR
Common Stock	Sale	-568	73.45 EUR
Common Stock	Sale	-298	73.475 EUR
Common Stock	Sale	-269	73.5 EUR
Common Stock	Sale	-133	73.525 EUR
Common Stock	Sale	-583	73.55 EUR
Common Stock	Sale	-144	73.575 EUR
Common Stock	Sale	-230	73.6 EUR
Common Stock	Sale	-165	73.625 EUR
Common Stock	Sale	-163	73.7 EUR
Common Stock	Sale	-100	73.75 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 long position	2,124	72.391928 EUR
Common Stock	CFD	Increasing long position	70	72.815018 EUR
Common Stock	CFD	Increasing long position	2,251	73.146513 EUR
Common Stock	CFD	Increasing long position	57	73.25 EUR
Common Stock	CFD	Opening long position	769	72.815018 EUR
Common Stock	CFD	Reducing long position	-1,561	72.001153 EUR
Common Stock	CFD	Reducing long position	-503	72.477535 EUR
Common Stock	CFD	Reducing long position	-633	73.491627 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	70 EUR	American	18/10/2019	0.27 EUR
Common	Call Option	Purchasing	200	78 EUR	American	15/11/2019	0.48 EUR
Common	Call Option	Purchasing	100	74 EUR	American	18/10/2019	0.5 EUR
Common	Put Option	Purchasing	-1,000	72 EUR	American	18/10/2019	0.55 EUR
Common	Put Option	Purchasing	-100	68 EUR	American	15/11/2019	0.6 EUR
Common	Call Option	Purchasing	1,000	78 EUR	American	15/11/2019	0.66 EUR
Common	Call Option	Purchasing	100	76 EUR	American	15/11/2019	0.98 EUR
Common	Call Option	Purchasing	100	72 EUR	American	18/10/2019	1.2 EUR
Common	Put Option	Purchasing	-200	70 EUR	American	15/11/2019	1.45 EUR
Common	Put Option	Purchasing	-700	72 EUR	American	15/11/2019	2.15 EUR
Common	Put Option	Purchasing	-1,500	72 EUR	American	15/11/2019	2.2 EUR
Common	Put Option	Purchasing	-100	72 EUR	American	15/11/2019	2.27 EUR
Common	Call Option	Purchasing	200	72 EUR	American	15/11/2019	2.62 EUR
Common	Put Option	Purchasing	-1,000	76 EUR	American	15/11/2019	3.86 EUR
Common	Put Option	Purchasing	-1,000	76 EUR	American	15/11/2019	3.97 EUR
Common	Call Option	Purchasing	100	70 EUR	American	15/11/2019	4.6 EUR
Common	Put Option	Writing	100	74 EUR	American	18/10/2019	1.24 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:	16 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	200	70 EUR	American	15/11/2019
Common	Put Option	Purchased	-5500	70 EUR	American	15/11/2019
Common	Call Option	Written	-1800	70 EUR	American	18/10/2019
Common	Put Option	Purchased	-1400	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	1500	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	2000	72 EUR	American	15/11/2019
Common	Put Option	Purchased	-100	88 EUR	American	15/11/2019
Common	Call Option	Written	-800	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	-3700	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	-3600	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	-2200	76 EUR	American	15/11/2019
Common	Call Option	Purchased	1100	96 EUR	American	15/11/2019
Common	Call Option	Written	-8500	74 EUR	American	18/10/2019
Common	Put Option	Purchased	-300	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	-9200	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	Purchased	-800	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

RETUNSKRKUARARA

Date		Source	Headline
28th Feb 2020	4:35 pm	RNS	Total Voting Rights
20th Feb 2020	3:51 pm	RNS	Statement re. Share Dealing by Directors
17th Feb 2020	11:29 am	RNS	Holding(s) in Company
12th Feb 2020	9:15 am	RNS	Holding(s) in Company
11th Feb 2020	11:32 am	RNS	Holding(s) in Company
7th Feb 2020	10:10 am	RNS	Form 8.3 - Just Eat Plc
6th Feb 2020	2:48 pm	RNS	Holding(s) in Company
4th Feb 2020	1:48 pm	RNS	Article 19 Notification
4th Feb 2020	11:26 am	RNS	Holding(s) in Company
3rd Feb 2020	7:28 am	RNS	Statement re Suspension of Listing and Trading
3rd Feb 2020	7:00 am	RNS	Commencement of trading shares on the LSE
31st Jan 2020	6:00 pm	RNS	Just Eat
31st Jan 2020	5:28 pm	RNS	Statement re Intention to De-List and CMA update
31st Jan 2020	4:35 pm	RNS	Total Voting Rights
31st Jan 2020	3:51 pm	RNS	Offer Update
28th Jan 2020	1:59 pm	RNS	Helen Weir Greencore Appointment
28th Jan 2020	7:00 am	RNS	Statement re Trading Update and McDonald's
27th Jan 2020	11:08 am	RNS	Form 8.3 - JUST EAT PLC
24th Jan 2020	4:45 pm	RNS	Rule 2.9 Announcement
24th Jan 2020	3:25 pm	RNS	Form 8.3 - JUST EAT PLC
24th Jan 2020	8:04 am	RNS	Statement re Announcements by CMA and Takeaway.com
24th Jan 2020	7:00 am	RNS	Update on expected timetable
23rd Jan 2020	5:15 pm	RNS	Statement re possible CMA merger investigation
22nd Jan 2020	7:00 am	RNS	Expected Timeline
21st Jan 2020	12:12 pm	RNS	Form 8.3 - JUST EAT plc
20th Jan 2020	2:04 pm	RNS	Form 8.3 - JUST EAT plc
17th Jan 2020	4:45 pm	RNS	Rule 2.9 Announcement
17th Jan 2020	4:42 pm	RNS	Holding(s) in Company
16th Jan 2020	2:00 pm	RNS	Form 8.3 - JUST EAT PLC
16th Jan 2020	2:00 pm	RNS	Form 8.3 - Takeaway.com N.V.
16th Jan 2020	10:00 am	RNS	Holding(s) in Company
15th Jan 2020	2:00 pm	RNS	Form 8.3 - Takeaway.com N.V.
15th Jan 2020	8:45 am	RNS	Form 8.3 - Just Eat Plc
14th Jan 2020	3:59 pm	RNS	Form 8.3 - JUST EAT PLC
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
13th Jan 2020	3:20 pm	RNS	Form 8.5 (EPT/RI) - Amendment
13th Jan 2020	3:20 pm	RNS	Form 8.3 - Just Eat plc
13th Jan 2020	3:19 pm	RNS	Form 8.3 - JUST EAT PLC
13th Jan 2020	3:13 pm	BUS	Form 8.3 - Just Eat plc - Amendment
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
13th Jan 2020	2:26 pm	RNS	Form 8.5 (EPT/RI) - Amendment
13th Jan 2020	2:22 pm	RNS	Form 8.5 (EPT/RI) - Amendment
13th Jan 2020	2:20 pm	RNS	Form 8.5 (EPT/RI) - Amendment
13th Jan 2020	2:20 pm	RNS	Form 8.5 (EPT/RI) - Amendment
13th Jan 2020	2:18 pm	RNS	Form 8.5 (EPT/RI) - Amendment
13th Jan 2020	11:21 am	RNS	Form 8.5 (EPT/RI)Just Eat plc Replacement

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