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Form 8.3 - Takeaway.com N.V.

25 Oct 2019 15:00

RNS Number : 1673R

Citadel Group

25 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	24 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:	168,221	0.27	317,556	0.52
(2) Cash-settled derivatives:	57,012	0.09	0	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	44,100	0.07	59,500	0.10
TOTAL:	269,333	0.44	377,056	0.62

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	108	72.7 EUR
Common Stock	Purchase	78	72.8 EUR
Common Stock	Purchase	346	72.85 EUR
Common Stock	Purchase	28	72.9 EUR
Common Stock	Purchase	597	72.95 EUR
Common Stock	Purchase	915	73 EUR
Common Stock	Purchase	280	73.05 EUR
Common Stock	Purchase	646	73.05 EUR
Common Stock	Purchase	316	73.1 EUR
Common Stock	Purchase	1,747	73.1 EUR
Common Stock	Purchase	3,093	73.15 EUR
Common Stock	Purchase	69	73.2 EUR
Common Stock	Purchase	616	73.2 EUR
Common Stock	Purchase	333	73.25 EUR
Common Stock	Purchase	886	73.25 EUR
Common Stock	Purchase	221	73.3 EUR
Common Stock	Purchase	1,278	73.3 EUR
Common Stock	Purchase	124	73.35 EUR
Common Stock	Purchase	403	73.35 EUR
Common Stock	Purchase	117	73.4 EUR
Common Stock	Purchase	397	73.4 EUR
Common Stock	Purchase	152	73.45 EUR
Common Stock	Purchase	697	73.45 EUR
Common Stock	Purchase	660	73.475 EUR
Common Stock	Purchase	2,217	73.5 EUR
Common Stock	Purchase	31	73.55 EUR
Common Stock	Purchase	2,200	73.55 EUR
Common Stock	Purchase	35	73.6 EUR
Common Stock	Purchase	2,285	73.6 EUR
Common Stock	Purchase	3	73.65 EUR
Common Stock	Purchase	365	73.65 EUR
Common Stock	Purchase	11	73.7 EUR
Common Stock	Purchase	1,281	73.7 EUR
Common Stock	Purchase	1,270	73.75 EUR
Common Stock	Purchase	40	73.8 EUR
Common Stock	Purchase	440	73.8 EUR
Common Stock	Purchase	84	73.85 EUR
Common Stock	Purchase	167	73.85 EUR
Common Stock	Purchase	84	73.9 EUR
Common Stock	Purchase	500	73.9 EUR
Common Stock	Purchase	1,486	73.95 EUR
Common Stock	Purchase	42	74 EUR
Common Stock	Purchase	6,279	74 EUR
Common Stock	Purchase	29	74.05 EUR
Common Stock	Purchase	1,560	74.05 EUR
Common Stock	Purchase	520	74.1 EUR
Common Stock	Purchase	3,095	74.1 EUR
Common Stock	Purchase	392	74.15 EUR
Common Stock	Purchase	2,221	74.15 EUR
Common Stock	Purchase	1	74.2 EUR
Common Stock	Purchase	1,051	74.2 EUR
Common Stock	Purchase	1,471	74.25 EUR
Common Stock	Purchase	666	74.3 EUR
Common Stock	Purchase	199	74.35 EUR
Common Stock	Purchase	674	74.35 EUR
Common Stock	Purchase	237	74.4 EUR
Common Stock	Purchase	162	74.45 EUR
Common Stock	Purchase	72	74.5 EUR
Common Stock	Purchase	995	74.5 EUR
Common Stock	Purchase	142	74.55 EUR
Common Stock	Sale	-70	72.65 EUR
Common Stock	Sale	-286	72.7 EUR
Common Stock	Sale	-302	72.75 EUR
Common Stock	Sale	-207	72.8 EUR
Common Stock	Sale	-383	72.85 EUR
Common Stock	Sale	-497	72.9 EUR
Common Stock	Sale	-329	73.05 EUR
Common Stock	Sale	-5,014	73.1 EUR
Common Stock	Sale	-258	73.1 EUR
Common Stock	Sale	-72	73.125 EUR
Common Stock	Sale	-2,138	73.15 EUR
Common Stock	Sale	-468	73.15 EUR
Common Stock	Sale	-529	73.2 EUR
Common Stock	Sale	-204	73.2 EUR
Common Stock	Sale	-707	73.25 EUR
Common Stock	Sale	-238	73.25 EUR
Common Stock	Sale	-229	73.3 EUR
Common Stock	Sale	-186	73.35 EUR
Common Stock	Sale	-67	73.35 EUR
Common Stock	Sale	-157	73.4 EUR
Common Stock	Sale	-38	73.4 EUR
Common Stock	Sale	-713	73.45 EUR
Common Stock	Sale	-1,873	73.5 EUR
Common Stock	Sale	-94	73.5 EUR
Common Stock	Sale	-154	73.525 EUR
Common Stock	Sale	-1,206	73.55 EUR
Common Stock	Sale	-185	73.575 EUR
Common Stock	Sale	-836	73.6 EUR
Common Stock	Sale	-125	73.65 EUR
Common Stock	Sale	-41	73.65 EUR
Common Stock	Sale	-671	73.7 EUR
Common Stock	Sale	-680	73.75 EUR
Common Stock	Sale	-226	73.775 EUR
Common Stock	Sale	-559	73.8 EUR
Common Stock	Sale	-131	73.825 EUR
Common Stock	Sale	-1,090	73.85 EUR
Common Stock	Sale	-158	73.875 EUR
Common Stock	Sale	-524	73.9 EUR
Common Stock	Sale	-1,085	73.95 EUR
Common Stock	Sale	-427	73.975 EUR
Common Stock	Sale	-468	74 EUR
Common Stock	Sale	-853	74.05 EUR
Common Stock	Sale	-1,099	74.1 EUR
Common Stock	Sale	-1,141	74.15 EUR
Common Stock	Sale	-987	74.2 EUR
Common Stock	Sale	-830	74.2 EUR
Common Stock	Sale	-1,031	74.25 EUR
Common Stock	Sale	-3,733	74.3 EUR
Common Stock	Sale	-54	74.3 EUR
Common Stock	Sale	-1,046	74.35 EUR
Common Stock	Sale	-208	74.4 EUR
Common Stock	Sale	-132	74.45 EUR
Common Stock	Sale	-293	74.5 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	2,197	73.559381 EUR
Common Stock	CFD	Increasing long position	9,021	73.644937 EUR
Common Stock	CFD	Opening/Closing a position	-1,839	73.125897 EUR
Common Stock	CFD	Opening/Closing a position	2,384	73.559381 EUR
Common Stock	CFD	Opening/Closing a position	-545	73.560138 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	-3,200	68 EUR	American	15/11/2019	0.49 EUR
Common	Put Option	Purchasing	-7,400	68 EUR	American	15/11/2019	0.5 EUR
Common	Put Option	Purchasing	-4,100	64 EUR	American	20/12/2019	0.63 EUR
Common	Put Option	Purchasing	-4,400	64 EUR	American	20/12/2019	0.69 EUR
Common	Put Option	Purchasing	-100	70 EUR	American	15/11/2019	0.77 EUR
Common	Call Option	Purchasing	500	74 EUR	American	15/11/2019	1.49 EUR
Common	Call Option	Purchasing	1,300	74 EUR	American	15/11/2019	1.5 EUR
Common	Call Option	Purchasing	6,500	74 EUR	American	15/11/2019	1.6 EUR
Common	Call Option	Purchasing	3,500	74 EUR	American	15/11/2019	1.61 EUR
Common	Call Option	Purchasing	2,100	74 EUR	American	15/11/2019	1.62 EUR
Common	Call Option	Purchasing	1,000	74 EUR	American	15/11/2019	1.8 EUR
Common	Call Option	Purchasing	200	74 EUR	American	15/11/2019	1.81 EUR
Common	Call Option	Purchasing	100	72 EUR	American	15/11/2019	2.67 EUR
Common	Call Option	Purchasing	300	70 EUR	American	15/11/2019	4.5 EUR
Common	Call Option	Purchasing	100	70 EUR	American	15/11/2019	4.6 EUR
Common	Call Option	Purchasing	500	68 EUR	American	15/11/2019	5.3 EUR
Common	Call Option	Purchasing	500	68 EUR	American	15/11/2019	5.45 EUR
Common	Call Option	Purchasing	1,000	64 EUR	American	15/11/2019	9.6 EUR
Common	Call Option	Writing	-8,400	78 EUR	American	15/11/2019	0.46 EUR
Common	Call Option	Writing	-500	80 EUR	American	17/01/2020	1.55 EUR
Common	Call Option	Writing	-300	74 EUR	American	15/11/2019	1.55 EUR
Common	Put Option	Writing	100	74 EUR	American	15/11/2019	2.25 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:	25 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	Written	-500	80 EUR	American	17/01/2020
Common	Put Option	Purchased	-8500	64 EUR	American	20/12/2019
Common	Call Option	Written	-300	70 EUR	American	15/11/2019
Common	Put Option	Purchased	-4300	70 EUR	American	15/11/2019
Common	Call Option	Purchased	600	60 EUR	American	15/11/2019
Common	Call Option	Purchased	23100	74 EUR	American	15/11/2019
Common	Put Option	Purchased	-3300	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	6100	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	7400	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	-15600	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	-6300	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

RETUVVWRKKARURA

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13th Jan 2020	2:57 pm	RNS	Form 8.5 (EPT/RI) - Replacement of JUST EAT PLC
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