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Form 8.3 - Takeaway.com N.V.

7 Nov 2019 15:00

RNS Number : 6722S

Citadel Group

07 November 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	06 November, 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:	222,497	0.36	250,157	0.41
(2) Cash-settled derivatives:	1	0.00	44,160	0.07
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	98,100	0.16	98,900	0.16
TOTAL:	320,598	0.52	393,217	0.64

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	70	71 EUR
Common Stock	Purchase	132	71 EUR
Common Stock	Purchase	481	71.05 EUR
Common Stock	Purchase	1,021	71.1 EUR
Common Stock	Purchase	70	71.125 EUR
Common Stock	Purchase	882	71.15 EUR
Common Stock	Purchase	789	71.2 EUR
Common Stock	Purchase	957	71.25 EUR
Common Stock	Purchase	725	71.3 EUR
Common Stock	Purchase	10	71.35 EUR
Common Stock	Purchase	101	71.4 EUR
Common Stock	Purchase	3	71.45 EUR
Common Stock	Purchase	13	71.55 EUR
Common Stock	Purchase	6	71.65 EUR
Common Stock	Purchase	39	71.65 EUR
Common Stock	Purchase	998	71.7 EUR
Common Stock	Purchase	1,399	71.75 EUR
Common Stock	Purchase	123	71.85 EUR
Common Stock	Purchase	268	71.9 EUR
Common Stock	Purchase	101	71.95 EUR
Common Stock	Purchase	210	71.95 EUR
Common Stock	Purchase	113	72 EUR
Common Stock	Purchase	21	72.05 EUR
Common Stock	Purchase	22	72.15 EUR
Common Stock	Purchase	350	72.25 EUR
Common Stock	Purchase	226	72.3 EUR
Common Stock	Purchase	10	72.35 EUR
Common Stock	Purchase	779	72.35 EUR
Common Stock	Purchase	51	72.4 EUR
Common Stock	Purchase	1,617	72.4 EUR
Common Stock	Purchase	295	72.45 EUR
Common Stock	Purchase	701	72.5 EUR
Common Stock	Purchase	642	72.55 EUR
Common Stock	Purchase	1	72.6 EUR
Common Stock	Purchase	4,431	72.6 EUR
Common Stock	Purchase	197	72.65 EUR
Common Stock	Purchase	621	72.65 EUR
Common Stock	Purchase	62	72.7 EUR
Common Stock	Purchase	356	72.7 EUR
Common Stock	Purchase	40	72.75 EUR
Common Stock	Purchase	293	72.8 EUR
Common Stock	Purchase	45	72.9 EUR
Common Stock	Purchase	458	72.9 EUR
Common Stock	Purchase	49	72.95 EUR
Common Stock	Purchase	70	72.95 EUR
Common Stock	Purchase	6,037	73 EUR
Common Stock	Sale	-979	71.05 EUR
Common Stock	Sale	-58	71.05 EUR
Common Stock	Sale	-1,707	71.1 EUR
Common Stock	Sale	-147	71.1 EUR
Common Stock	Sale	-3,987	71.15 EUR
Common Stock	Sale	-159	71.15 EUR
Common Stock	Sale	-1,503	71.2 EUR
Common Stock	Sale	-252	71.25 EUR
Common Stock	Sale	-537	71.3 EUR
Common Stock	Sale	-229	71.35 EUR
Common Stock	Sale	-535	71.4 EUR
Common Stock	Sale	-275	71.45 EUR
Common Stock	Sale	-90	71.5 EUR
Common Stock	Sale	-69	71.5 EUR
Common Stock	Sale	-780	71.55 EUR
Common Stock	Sale	-29	71.55 EUR
Common Stock	Sale	-258	71.6 EUR
Common Stock	Sale	-250	71.65 EUR
Common Stock	Sale	-80	71.75 EUR
Common Stock	Sale	-362	71.8 EUR
Common Stock	Sale	-304	71.9 EUR
Common Stock	Sale	-80	71.95 EUR
Common Stock	Sale	-618	72 EUR
Common Stock	Sale	-101	72.05 EUR
Common Stock	Sale	-270	72.15 EUR
Common Stock	Sale	-246	72.3 EUR
Common Stock	Sale	-198	72.35 EUR
Common Stock	Sale	-1,167	72.4 EUR
Common Stock	Sale	-701	72.45 EUR
Common Stock	Sale	-231	72.5 EUR
Common Stock	Sale	-4,990	72.55 EUR
Common Stock	Sale	-1,169	72.6 EUR
Common Stock	Sale	-16	72.6 EUR
Common Stock	Sale	-4,759	72.65 EUR
Common Stock	Sale	-2,214	72.7 EUR
Common Stock	Sale	-747	72.7 EUR
Common Stock	Sale	-1,638	72.75 EUR
Common Stock	Sale	-215	72.75 EUR
Common Stock	Sale	-1,206	72.8 EUR
Common Stock	Sale	-246	72.8375 EUR
Common Stock	Sale	-1,820	72.85 EUR
Common Stock	Sale	-578	72.85 EUR
Common Stock	Sale	-1,865	72.9 EUR
Common Stock	Sale	-17	72.925 EUR
Common Stock	Sale	-451	72.95 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	-1,062	71.182392 EUR
Common Stock	CFD	Increasing short position	-5,026	72.313153 EUR
Common Stock	CFD	Opening/Closing a position	-974	72.313153 EUR
Common Stock	CFD	Opening/Closing a position	236	72.495339 EUR
Common Stock	CFD	Opening/Closing a position	738	72.60061 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	74 EUR	American	15/11/2019	0.56 EUR
Common	Call Option	Purchasing	9,200	74 EUR	American	15/11/2019	0.58 EUR
Common	Call Option	Purchasing	800	74 EUR	American	15/11/2019	0.59 EUR
Common	Call Option	Purchasing	100	72 EUR	American	15/11/2019	0.8 EUR
Common	Call Option	Purchasing	100	72 EUR	American	15/11/2019	1.05 EUR
Common	Call Option	Purchasing	300	72 EUR	American	15/11/2019	1.46 EUR
Common	Call Option	Purchasing	200	72 EUR	American	15/11/2019	1.48 EUR
Common	Call Option	Purchasing	100	72 EUR	American	15/11/2019	1.49 EUR
Common	Call Option	Purchasing	300	72 EUR	American	15/11/2019	1.5 EUR
Common	Call Option	Purchasing	100	72 EUR	American	15/11/2019	1.59 EUR
Common	Call Option	Purchasing	200	72 EUR	American	15/11/2019	1.6 EUR
Common	Put Option	Purchasing	-100	74 EUR	American	15/11/2019	2.2 EUR
Common	Call Option	Purchasing	100	70 EUR	American	20/12/2019	4.4 EUR
Common	Put Option	Writing	1,800	68 EUR	American	17/01/2020	2.5 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:	07 November, 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	300	78 EUR	American	20/12/2019
Common	Call Option	Purchased	100	68 EUR	American	17/01/2020
Common	Put Option	Purchased	-6000	68 EUR	American	20/12/2019
Common	Call Option	Written	-400	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-1000	60 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	72 EUR	American	20/12/2019
Common	Call Option	Written	-4900	80 EUR	American	17/01/2020
Common	Put Option	Purchased	-200	80 EUR	American	17/01/2020
Common	Put Option	Purchased	-200	70 EUR	American	20/12/2019
Common	Put Option	Purchased	-100	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-100	84 EUR	American	17/01/2020
Common	Put Option	Purchased	-19200	64 EUR	American	20/12/2019
Common	Put Option	Purchased	-3900	64 EUR	American	17/01/2020
Common	Call Option	Written	-100	70 EUR	American	20/12/2019
Common	Put Option	Purchased	-3000	68 EUR	American	17/01/2020
Common	Put Option	Purchased	-1300	72 EUR	American	17/01/2020
Common	Call Option	Purchased	100	72 EUR	American	17/01/2020
Common	Put Option	Purchased	-100	70 EUR	American	17/01/2020
Common	Call Option	Purchased	100	80 EUR	American	20/12/2019
Common	Call Option	Written	-300	76 EUR	American	17/01/2020
Common	Call Option	Purchased	800	70 EUR	American	15/11/2019
Common	Put Option	Purchased	-6300	70 EUR	American	15/11/2019
Common	Call Option	Purchased	600	60 EUR	American	15/11/2019
Common	Call Option	Purchased	71700	74 EUR	American	15/11/2019
Common	Put Option	Purchased	-7600	74 EUR	American	15/11/2019
Common	Put Option	Purchased	-1600	78 EUR	American	15/11/2019
Common	Call Option	Purchased	3000	64 EUR	American	15/11/2019
Common	Put Option	Purchased	-3000	64 EUR	American	15/11/2019
Common	Call Option	Written	-6000	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	8700	72 EUR	American	15/11/2019
Common	Call Option	Written	-100	68 EUR	American	15/11/2019
Common	Put Option	Purchased	-100	88 EUR	American	15/11/2019
Common	Call Option	Purchased	8800	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	-16700	68 EUR	American	15/11/2019
Common	Call Option	Purchased	2700	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-2000	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-6400	72 EUR	American	15/11/2019
Common	Call Option	Written	-100	88 EUR	American	15/11/2019
Common	Put Option	Purchased	-200	82 EUR	American	15/11/2019
Common	Put Option	Purchased	-3400	76 EUR	American	15/11/2019
Common	Call Option	Purchased	1100	96 EUR	American	15/11/2019

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

RETUBSARKUAARAA

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20th Feb 2020	3:51 pm	RNS	Statement re. Share Dealing by Directors
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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
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
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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
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16th Jan 2020	2:00 pm	RNS	Form 8.3 - JUST EAT PLC
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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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