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Form 8.3 - Takeaway.com N.V.

27 Sep 2019 15:00

RNS Number : 9615N

Citadel Group

27 September 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	26 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:	23,760	0.04	629,294	1.03
(2) Cash-settled derivatives:	11,085	0.02	3,584	0.01
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	8,500	0.01	26,000	0.04
TOTAL:	43,345	0.07	658,878	1.08

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	2	72.1 EUR
Common Stock	Purchase	66	72.1 EUR
Common Stock	Purchase	336	72.15 EUR
Common Stock	Purchase	591	72.2 EUR
Common Stock	Purchase	838	72.25 EUR
Common Stock	Purchase	635	72.3 EUR
Common Stock	Purchase	617	72.35 EUR
Common Stock	Purchase	11	72.4 EUR
Common Stock	Purchase	867	72.4 EUR
Common Stock	Purchase	716	72.45 EUR
Common Stock	Purchase	124	72.475 EUR
Common Stock	Purchase	104	72.5 EUR
Common Stock	Purchase	1,029	72.5 EUR
Common Stock	Purchase	323	72.55 EUR
Common Stock	Purchase	1,956	72.55 EUR
Common Stock	Purchase	322	72.575 EUR
Common Stock	Purchase	588	72.6 EUR
Common Stock	Purchase	3,480	72.6 EUR
Common Stock	Purchase	317	72.65 EUR
Common Stock	Purchase	1,938	72.65 EUR
Common Stock	Purchase	181	72.675 EUR
Common Stock	Purchase	373	72.7 EUR
Common Stock	Purchase	2,404	72.7 EUR
Common Stock	Purchase	411	72.75 EUR
Common Stock	Purchase	2,503	72.75 EUR
Common Stock	Purchase	267	72.8 EUR
Common Stock	Purchase	1,157	72.8 EUR
Common Stock	Purchase	437	72.85 EUR
Common Stock	Purchase	1,669	72.9 EUR
Common Stock	Purchase	278	72.95 EUR
Common Stock	Purchase	3,001	73 EUR
Common Stock	Sale	-679	72.1 EUR
Common Stock	Sale	-291	72.15 EUR
Common Stock	Sale	-989	72.2 EUR
Common Stock	Sale	-132	72.2 EUR
Common Stock	Sale	-709	72.25 EUR
Common Stock	Sale	-384	72.25 EUR
Common Stock	Sale	-961	72.3 EUR
Common Stock	Sale	-329	72.3 EUR
Common Stock	Sale	-1,522	72.35 EUR
Common Stock	Sale	-270	72.35 EUR
Common Stock	Sale	-1,057	72.4 EUR
Common Stock	Sale	-701	72.45 EUR
Common Stock	Sale	-45	72.45 EUR
Common Stock	Sale	-1,470	72.5 EUR
Common Stock	Sale	-155	72.5 EUR
Common Stock	Sale	-725	72.55 EUR
Common Stock	Sale	-79	72.55 EUR
Common Stock	Sale	-166	72.580873 EUR
Common Stock	Sale	-1,198	72.583932 EUR
Common Stock	Sale	-11,426	72.584848 EUR
Common Stock	Sale	-5,297	72.585091 EUR
Common Stock	Sale	-2,867	72.586048 EUR
Common Stock	Sale	-112	72.592188 EUR
Common Stock	Sale	-4,016	72.6 EUR
Common Stock	Sale	-2,601	72.6 EUR
Common Stock	Sale	-984	72.6 EUR
Common Stock	Sale	-195	72.6 EUR
Common Stock	Sale	-2,218	72.65 EUR
Common Stock	Sale	-436	72.65 EUR
Common Stock	Sale	-2,629	72.7 EUR
Common Stock	Sale	-1,448	72.7 EUR
Common Stock	Sale	-95	72.709211 EUR
Common Stock	Sale	-830	72.709639 EUR
Common Stock	Sale	-394	72.709645 EUR
Common Stock	Sale	-201	72.709701 EUR
Common Stock	Sale	-8	72.7125 EUR
Common Stock	Sale	-2	72.7125 EUR
Common Stock	Sale	-4,234	72.75 EUR
Common Stock	Sale	-404	72.75 EUR
Common Stock	Sale	-10,557	72.775 EUR
Common Stock	Sale	-2,591	72.775 EUR
Common Stock	Sale	-10	72.78625 EUR
Common Stock	Sale	-3,043	72.8 EUR
Common Stock	Sale	-130	72.8 EUR
Common Stock	Sale	-8	72.820313 EUR
Common Stock	Sale	-1,174	72.85 EUR
Common Stock	Sale	-165	72.85 EUR
Common Stock	Sale	-327	72.853708 EUR
Common Stock	Sale	-81	72.858951 EUR
Common Stock	Sale	-142	72.860827 EUR
Common Stock	Sale	-23	72.896196 EUR
Common Stock	Sale	-1,687	72.9 EUR
Common Stock	Sale	-21	72.9 EUR
Common Stock	Sale	-1,526	72.95 EUR
Common Stock	Sale	-13	72.95 EUR
Common Stock	Sale	-189	73 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	4,299	72.676959 EUR
Common Stock	CFD	Increasing long position	3,736	72.796373 EUR
Common Stock	CFD	Opening/Closing a position	-461	72.524078 EUR
Common Stock	CFD	Opening/Closing a position	461	72.869646 EUR
Common Stock	CFD	Reducing long position	-5,537	72.54916 EUR
Common Stock	CFD	Reducing long position	-704	72.85 EUR
Common Stock	CFD	Reducing short position	2,108	72.676959 EUR
Common Stock	CFD	Reducing short position	2,784	72.869646 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

-100

70 EUR

American

18/10/2019

1.3 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:	27 September, 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	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	Put Option	Purchased	-100	88 EUR	American	15/11/2019
Common	Call Option	Written	-1000	76 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	1000	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	-1200	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

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