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Form 8.3 - Takeaway.com N.V.

6 Nov 2019 15:00

RNS Number : 5105S

Citadel Group

06 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	05 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:	234,153	0.38	249,565	0.41
(2) Cash-settled derivatives:	1	0.00	38,072	0.06
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	86,600	0.14	100,700	0.16
TOTAL:	320,754	0.52	388,337	0.63

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	32	70.275 EUR
Common Stock	Purchase	690	70.3 EUR
Common Stock	Purchase	153	70.325 EUR
Common Stock	Purchase	426	70.35 EUR
Common Stock	Purchase	89	70.4 EUR
Common Stock	Purchase	257	70.4 EUR
Common Stock	Purchase	82	70.425 EUR
Common Stock	Purchase	55	70.45 EUR
Common Stock	Purchase	1,783	70.45 EUR
Common Stock	Purchase	252	70.475 EUR
Common Stock	Purchase	68	70.5 EUR
Common Stock	Purchase	4,155	70.5 EUR
Common Stock	Purchase	93	70.525 EUR
Common Stock	Purchase	109	70.55 EUR
Common Stock	Purchase	2,763	70.55 EUR
Common Stock	Purchase	328	70.575 EUR
Common Stock	Purchase	44	70.6 EUR
Common Stock	Purchase	6,300	70.6 EUR
Common Stock	Purchase	166	70.625 EUR
Common Stock	Purchase	2,766	70.65 EUR
Common Stock	Purchase	1,319	70.7 EUR
Common Stock	Purchase	1,833	70.75 EUR
Common Stock	Purchase	1,467	70.8 EUR
Common Stock	Purchase	264	70.8125 EUR
Common Stock	Purchase	609	70.85 EUR
Common Stock	Purchase	66	70.9 EUR
Common Stock	Purchase	670	70.9 EUR
Common Stock	Purchase	10	70.95 EUR
Common Stock	Purchase	1,182	70.95 EUR
Common Stock	Purchase	353	71 EUR
Common Stock	Purchase	1,410	71 EUR
Common Stock	Purchase	335	71.05 EUR
Common Stock	Purchase	227	71.1 EUR
Common Stock	Purchase	268	71.1 EUR
Common Stock	Purchase	500	71.125 EUR
Common Stock	Purchase	1,001	71.15 EUR
Common Stock	Purchase	172	71.175 EUR
Common Stock	Purchase	43	71.2 EUR
Common Stock	Purchase	2,005	71.2 EUR
Common Stock	Purchase	237	71.225 EUR
Common Stock	Purchase	282	71.25 EUR
Common Stock	Purchase	4,163	71.25 EUR
Common Stock	Purchase	1,352	71.275 EUR
Common Stock	Purchase	178	71.3 EUR
Common Stock	Purchase	2,719	71.3 EUR
Common Stock	Purchase	255	71.325 EUR
Common Stock	Purchase	226	71.35 EUR
Common Stock	Purchase	1,597	71.35 EUR
Common Stock	Purchase	599	71.375 EUR
Common Stock	Purchase	136	71.4 EUR
Common Stock	Purchase	2,452	71.4 EUR
Common Stock	Purchase	284	71.45 EUR
Common Stock	Purchase	598	71.45 EUR
Common Stock	Purchase	44	71.5 EUR
Common Stock	Purchase	50	71.65 EUR
Common Stock	Sale	-40	70.45 EUR
Common Stock	Sale	-141	70.5 EUR
Common Stock	Sale	-1,912	70.55 EUR
Common Stock	Sale	-591	70.6 EUR
Common Stock	Sale	-338	70.6 EUR
Common Stock	Sale	-2,011	70.65 EUR
Common Stock	Sale	-1,061	70.7 EUR
Common Stock	Sale	-1,132	70.75 EUR
Common Stock	Sale	-319	70.75 EUR
Common Stock	Sale	-346	70.8 EUR
Common Stock	Sale	-100	70.85 EUR
Common Stock	Sale	-7	70.85 EUR
Common Stock	Sale	-2,381	70.9 EUR
Common Stock	Sale	-91	70.9 EUR
Common Stock	Sale	-156	70.95 EUR
Common Stock	Sale	-103	70.95 EUR
Common Stock	Sale	-1,123	71 EUR
Common Stock	Sale	-380	71.05 EUR
Common Stock	Sale	-25	71.075 EUR
Common Stock	Sale	-236	71.0875 EUR
Common Stock	Sale	-2,410	71.1 EUR
Common Stock	Sale	-2,050	71.15 EUR
Common Stock	Sale	-260	71.15 EUR
Common Stock	Sale	-2,906	71.2 EUR
Common Stock	Sale	-207	71.2 EUR
Common Stock	Sale	-2,487	71.25 EUR
Common Stock	Sale	-44	71.25 EUR
Common Stock	Sale	-840	71.3 EUR
Common Stock	Sale	-1,338	71.35 EUR
Common Stock	Sale	-4,005	71.4 EUR
Common Stock	Sale	-375	71.4 EUR
Common Stock	Sale	-1,249	71.45 EUR
Common Stock	Sale	-107	71.45 EUR
Common Stock	Sale	-1,177	71.5 EUR
Common Stock	Sale	-93	71.5 EUR
Common Stock	Sale	-129	71.55 EUR
Common Stock	Sale	-144	71.6 EUR
Common Stock	Sale	-1	71.6 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	Closing short position	14,509	71.5 EUR
Common Stock	CFD	Increasing short position	-14,509	71.5 EUR
Common Stock	CFD	Opening short position	-1,144	70.840297 EUR
Common Stock	CFD	Opening short position	-2,319	71.039181 EUR
Common Stock	CFD	Opening/Closing a position	3,271	71.031718 EUR
Common Stock	CFD	Opening/Closing a position	-4,658	71.039181 EUR
Common Stock	CFD	Opening/Closing a position	249	71.240964 EUR
Common Stock	CFD	Opening/Closing a position	1,138	71.294486 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	9,100	74 EUR	American	15/11/2019	0.35 EUR
Common	Call Option	Purchasing	4,500	74 EUR	American	15/11/2019	0.36 EUR
Common	Call Option	Purchasing	200	72 EUR	American	15/11/2019	0.72 EUR
Common	Put Option	Purchasing	-1,100	70 EUR	American	15/11/2019	0.77 EUR
Common	Put Option	Purchasing	-200	70 EUR	American	15/11/2019	1 EUR
Common	Put Option	Purchasing	-100	70 EUR	American	15/11/2019	1.1 EUR
Common	Put Option	Purchasing	-500	64 EUR	American	17/01/2020	1.3 EUR
Common	Put Option	Purchasing	-400	64 EUR	American	17/01/2020	1.32 EUR
Common	Put Option	Purchasing	-100	64 EUR	American	17/01/2020	1.39 EUR
Common	Put Option	Purchasing	-300	64 EUR	American	17/01/2020	1.43 EUR
Common	Put Option	Purchasing	-400	64 EUR	American	17/01/2020	1.44 EUR
Common	Call Option	Purchasing	100	70 EUR	American	15/11/2019	1.6 EUR
Common	Put Option	Purchasing	-500	68 EUR	American	20/12/2019	1.6 EUR
Common	Put Option	Purchasing	-200	70 EUR	American	20/12/2019	2.41 EUR
Common	Put Option	Purchasing	-100	74 EUR	American	17/01/2020	5.2 EUR
Common	Call Option	Writing	-1,000	74 EUR	American	15/11/2019	0.41 EUR
Common	Call Option	Writing	-1,000	80 EUR	American	17/01/2020	0.98 EUR
Common	Call Option	Writing	-200	76 EUR	American	17/01/2020	1.85 EUR
Common	Put Option	Writing	100	68 EUR	American	17/01/2020	2.51 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:	06 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	-200	70 EUR	American	20/12/2019
Common	Put Option	Purchased	-4800	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	61600	74 EUR	American	15/11/2019
Common	Put Option	Purchased	-7500	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	7300	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

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