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Form 8.3 - Takeaway.com N.V.

2 Oct 2019 15:00

RNS Number : 5356O

Citadel Group

02 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	01 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:	21,198	0.03	727,028	1.19
(2) Cash-settled derivatives:	11,970	0.02	15,827	0.03
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	9,300	0.02	28,400	0.05
TOTAL:	42,468	0.07	771,255	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	46	72.7 EUR
Common Stock	Purchase	665	72.75 EUR
Common Stock	Purchase	37	72.8 EUR
Common Stock	Purchase	812	72.8 EUR
Common Stock	Purchase	1,809	72.85 EUR
Common Stock	Purchase	304	72.9 EUR
Common Stock	Purchase	862	72.95 EUR
Common Stock	Purchase	4	72.975 EUR
Common Stock	Purchase	2,111	73 EUR
Common Stock	Purchase	329	73.05 EUR
Common Stock	Purchase	2,251	73.05 EUR
Common Stock	Purchase	141	73.1 EUR
Common Stock	Purchase	3,276	73.1 EUR
Common Stock	Purchase	60	73.125 EUR
Common Stock	Purchase	625	73.15 EUR
Common Stock	Purchase	5,594	73.15 EUR
Common Stock	Purchase	160	73.2 EUR
Common Stock	Purchase	3,890	73.2 EUR
Common Stock	Purchase	233	73.25 EUR
Common Stock	Purchase	1,909	73.25 EUR
Common Stock	Purchase	296	73.3 EUR
Common Stock	Purchase	301	73.3 EUR
Common Stock	Purchase	242	73.35 EUR
Common Stock	Purchase	835	73.35 EUR
Common Stock	Purchase	171	73.4 EUR
Common Stock	Purchase	432	73.4 EUR
Common Stock	Purchase	2,333	73.45 EUR
Common Stock	Purchase	223	73.5 EUR
Common Stock	Purchase	395	73.5 EUR
Common Stock	Purchase	724	73.55 EUR
Common Stock	Purchase	41	73.6 EUR
Common Stock	Purchase	259	73.6 EUR
Common Stock	Purchase	919	73.65 EUR
Common Stock	Purchase	131	73.7 EUR
Common Stock	Purchase	86	73.85 EUR
Common Stock	Purchase	11	73.9 EUR
Common Stock	Purchase	33	73.9 EUR
Common Stock	Purchase	282	74 EUR
Common Stock	Purchase	16	74.05 EUR
Common Stock	Purchase	122	74.05 EUR
Common Stock	Purchase	4	74.1 EUR
Common Stock	Purchase	7	74.15 EUR
Common Stock	Sale	-357	72.7 EUR
Common Stock	Sale	-183	72.725 EUR
Common Stock	Sale	-443	72.75 EUR
Common Stock	Sale	-298	72.75 EUR
Common Stock	Sale	-843	72.8 EUR
Common Stock	Sale	-5	72.8 EUR
Common Stock	Sale	-1,038	72.85 EUR
Common Stock	Sale	-127	72.875 EUR
Common Stock	Sale	-806	72.9 EUR
Common Stock	Sale	-562	72.95 EUR
Common Stock	Sale	-285	72.95 EUR
Common Stock	Sale	-1,354	73 EUR
Common Stock	Sale	-795	73.025 EUR
Common Stock	Sale	-1,551	73.05 EUR
Common Stock	Sale	-26	73.05 EUR
Common Stock	Sale	-58	73.075 EUR
Common Stock	Sale	-4,602	73.1 EUR
Common Stock	Sale	-29	73.1 EUR
Common Stock	Sale	-1,286	73.125 EUR
Common Stock	Sale	-4,521	73.15 EUR
Common Stock	Sale	-563	73.15 EUR
Common Stock	Sale	-4,135	73.2 EUR
Common Stock	Sale	-395	73.2 EUR
Common Stock	Sale	-174	73.227299 EUR
Common Stock	Sale	-664	73.242395 EUR
Common Stock	Sale	-1,323	73.245899 EUR
Common Stock	Sale	-324	73.249537 EUR
Common Stock	Sale	-1,293	73.25 EUR
Common Stock	Sale	-117	73.25 EUR
Common Stock	Sale	-378	73.3 EUR
Common Stock	Sale	-52	73.3 EUR
Common Stock	Sale	-662	73.35 EUR
Common Stock	Sale	-104	73.35 EUR
Common Stock	Sale	-69	73.375 EUR
Common Stock	Sale	-964	73.4 EUR
Common Stock	Sale	-104	73.4 EUR
Common Stock	Sale	-1,666	73.45 EUR
Common Stock	Sale	-158	73.45 EUR
Common Stock	Sale	-30	73.475 EUR
Common Stock	Sale	-1,036	73.5 EUR
Common Stock	Sale	-1,492	73.55 EUR
Common Stock	Sale	-287	73.55 EUR
Common Stock	Sale	-34	73.557353 EUR
Common Stock	Sale	-20	73.5625 EUR
Common Stock	Sale	-76	73.573684 EUR
Common Stock	Sale	-50	73.575 EUR
Common Stock	Sale	-8	73.575 EUR
Common Stock	Sale	-2,020	73.6 EUR
Common Stock	Sale	-43	73.6 EUR
Common Stock	Sale	-1,275	73.65 EUR
Common Stock	Sale	-99	73.65 EUR
Common Stock	Sale	-520	73.7 EUR
Common Stock	Sale	-651	73.75 EUR
Common Stock	Sale	-82	73.75 EUR
Common Stock	Sale	-82	73.8 EUR
Common Stock	Sale	-274	73.821533 EUR
Common Stock	Sale	-555	73.821982 EUR
Common Stock	Sale	-139	73.82446 EUR
Common Stock	Sale	-69	73.826087 EUR
Common Stock	Sale	-96	73.85 EUR
Common Stock	Sale	-2,557	73.9 EUR
Common Stock	Sale	-854	73.925 EUR
Common Stock	Sale	-233	73.95 EUR
Common Stock	Sale	-417	74 EUR
Common Stock	Sale	-75	74.05 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	3,459	73.477508 EUR
Common Stock	CFD	Opening/Closing a position	-3,503	73.05707 EUR
Common Stock	CFD	Opening/Closing a position	853	73.415944 EUR
Common Stock	CFD	Opening/Closing a position	2,650	73.640764 EUR
Common Stock	CFD	Reducing long position	-4,393	72.855566 EUR
Common Stock	CFD	Reducing long position	-3,510	72.968 EUR
Common Stock	CFD	Reducing long position	-1,065	72.968 EUR
Common Stock	CFD	Reducing long position	-5,762	73.05707 EUR
Common Stock	CFD	Reducing long position	-485	73.25 EUR
Common Stock	CFD	Reducing short position	200	73.18575 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	80 EUR	American	18/10/2019	0.35 EUR
Common	Put Option	Purchasing	-100	72 EUR	American	18/10/2019	1.55 EUR
Common	Put Option	Purchasing	-400	72 EUR	American	15/11/2019	2.7 EUR
Common	Call Option	Purchasing	100	74 EUR	American	15/11/2019	3.22 EUR
Common	Call Option	Purchasing	200	72 EUR	American	15/11/2019	3.75 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:	02 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	-100	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	700	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	-1000	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	-1200	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	-1400	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

RETUUAURKAARRAA

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11th Feb 2020	11:32 am	RNS	Holding(s) in Company
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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
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24th Jan 2020	4:45 pm	RNS	Rule 2.9 Announcement
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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
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16th Jan 2020	10:00 am	RNS	Holding(s) in Company
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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
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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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