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Form 8.3 - Takeaway.com N.V.

17 Sep 2019 10:27

RNS Number : 5987M

Citadel Group

17 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	12 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:	153,021	0.25	534,628	0.87
(2) Cash-settled derivatives:	48,169	0.08	21,166	0.03
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	12,400	0.02	62,200	0.10
TOTAL:	213,590	0.35	617,994	1.01

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	30	76.8 EUR
Common Stock	Purchase	301	76.9 EUR
Common Stock	Purchase	162	77.05 EUR
Common Stock	Purchase	357	77.1 EUR
Common Stock	Purchase	469	77.1 EUR
Common Stock	Purchase	61	77.2 EUR
Common Stock	Purchase	277	77.2 EUR
Common Stock	Purchase	198	77.25 EUR
Common Stock	Purchase	364	77.3 EUR
Common Stock	Purchase	705	77.35 EUR
Common Stock	Purchase	271	77.4 EUR
Common Stock	Purchase	1,330	77.4 EUR
Common Stock	Purchase	248	77.45 EUR
Common Stock	Purchase	100	77.5 EUR
Common Stock	Purchase	326	77.55 EUR
Common Stock	Purchase	344	77.6 EUR
Common Stock	Purchase	884	77.6 EUR
Common Stock	Purchase	115	77.65 EUR
Common Stock	Purchase	743	77.65 EUR
Common Stock	Purchase	343	77.7 EUR
Common Stock	Purchase	3,694	77.7 EUR
Common Stock	Purchase	395	77.75 EUR
Common Stock	Purchase	1,601	77.75 EUR
Common Stock	Purchase	4,595	77.754946 EUR
Common Stock	Purchase	1,337	77.8 EUR
Common Stock	Purchase	1,673	77.85 EUR
Common Stock	Purchase	188	77.9 EUR
Common Stock	Purchase	1,874	77.9 EUR
Common Stock	Purchase	322	77.95 EUR
Common Stock	Purchase	325	77.95 EUR
Common Stock	Purchase	115	78 EUR
Common Stock	Purchase	1,199	78 EUR
Common Stock	Purchase	487	78.05 EUR
Common Stock	Purchase	839	78.05 EUR
Common Stock	Purchase	275	78.1 EUR
Common Stock	Purchase	909	78.1 EUR
Common Stock	Purchase	316	78.15 EUR
Common Stock	Purchase	816	78.15 EUR
Common Stock	Purchase	59	78.2 EUR
Common Stock	Purchase	389	78.2 EUR
Common Stock	Purchase	429	78.25 EUR
Common Stock	Purchase	201	78.3 EUR
Common Stock	Purchase	605	78.35 EUR
Common Stock	Purchase	406	78.4 EUR
Common Stock	Purchase	93	78.45 EUR
Common Stock	Purchase	86	78.5 EUR
Common Stock	Purchase	273	78.55 EUR
Common Stock	Purchase	392	78.55 EUR
Common Stock	Purchase	235	78.6 EUR
Common Stock	Purchase	207	78.65 EUR
Common Stock	Purchase	4	78.75 EUR
Common Stock	Purchase	62	78.8 EUR
Common Stock	Purchase	97	78.8 EUR
Common Stock	Purchase	31	78.85 EUR
Common Stock	Purchase	96	78.85 EUR
Common Stock	Purchase	129	78.9 EUR
Common Stock	Purchase	373	78.9 EUR
Common Stock	Purchase	96	78.95 EUR
Common Stock	Purchase	719	78.95 EUR
Common Stock	Purchase	433	79 EUR
Common Stock	Purchase	1,172	79 EUR
Common Stock	Purchase	132	79.05 EUR
Common Stock	Purchase	252	79.05 EUR
Common Stock	Purchase	794	79.1 EUR
Common Stock	Purchase	183	79.15 EUR
Common Stock	Purchase	1,107	79.15 EUR
Common Stock	Purchase	892	79.2 EUR
Common Stock	Purchase	97	79.25 EUR
Common Stock	Purchase	466	79.25 EUR
Common Stock	Purchase	31	79.3 EUR
Common Stock	Purchase	116	79.35 EUR
Common Stock	Purchase	764	79.35 EUR
Common Stock	Purchase	88	79.45 EUR
Common Stock	Sale	-12	76.75 EUR
Common Stock	Sale	-71	76.8 EUR
Common Stock	Sale	-70	76.8 EUR
Common Stock	Sale	-42	76.9 EUR
Common Stock	Sale	-34	76.9 EUR
Common Stock	Sale	-176	77.05 EUR
Common Stock	Sale	-354	77.1 EUR
Common Stock	Sale	-1,102	77.15 EUR
Common Stock	Sale	-95	77.2 EUR
Common Stock	Sale	-138	77.3 EUR
Common Stock	Sale	-41	77.3 EUR
Common Stock	Sale	-88	77.35 EUR
Common Stock	Sale	-85	77.4 EUR
Common Stock	Sale	-83	77.4 EUR
Common Stock	Sale	-193	77.45 EUR
Common Stock	Sale	-129	77.45 EUR
Common Stock	Sale	-394	77.5 EUR
Common Stock	Sale	-202	77.5 EUR
Common Stock	Sale	-694	77.55 EUR
Common Stock	Sale	-1,167	77.6 EUR
Common Stock	Sale	-67	77.6 EUR
Common Stock	Sale	-668	77.65 EUR
Common Stock	Sale	-217	77.65 EUR
Common Stock	Sale	-533	77.7 EUR
Common Stock	Sale	-41	77.7 EUR
Common Stock	Sale	-27	77.725 EUR
Common Stock	Sale	-1,946	77.75 EUR
Common Stock	Sale	-879	77.75 EUR
Common Stock	Sale	-2,030	77.8 EUR
Common Stock	Sale	-74	77.8 EUR
Common Stock	Sale	-1,330	77.85 EUR
Common Stock	Sale	-75	77.85 EUR
Common Stock	Sale	-990	77.9 EUR
Common Stock	Sale	-79	77.9 EUR
Common Stock	Sale	-977	77.95 EUR
Common Stock	Sale	-328	77.95 EUR
Common Stock	Sale	-997	78 EUR
Common Stock	Sale	-354	78 EUR
Common Stock	Sale	-1,913	78.05 EUR
Common Stock	Sale	-168	78.05 EUR
Common Stock	Sale	-2,616	78.1 EUR
Common Stock	Sale	-389	78.1 EUR
Common Stock	Sale	-927	78.15 EUR
Common Stock	Sale	-94	78.15 EUR
Common Stock	Sale	-413	78.2 EUR
Common Stock	Sale	-372	78.2 EUR
Common Stock	Sale	-267	78.25 EUR
Common Stock	Sale	-791	78.3 EUR
Common Stock	Sale	-52	78.3 EUR
Common Stock	Sale	-491	78.35 EUR
Common Stock	Sale	-71	78.35 EUR
Common Stock	Sale	-612	78.4 EUR
Common Stock	Sale	-57	78.4 EUR
Common Stock	Sale	-595	78.45 EUR
Common Stock	Sale	-645	78.5 EUR
Common Stock	Sale	-20	78.5 EUR
Common Stock	Sale	-671	78.55 EUR
Common Stock	Sale	-15	78.55 EUR
Common Stock	Sale	-347	78.6 EUR
Common Stock	Sale	-846	78.65 EUR
Common Stock	Sale	-475	78.7 EUR
Common Stock	Sale	-151	78.75 EUR
Common Stock	Sale	-100	78.85 EUR
Common Stock	Sale	-208	78.9 EUR
Common Stock	Sale	-162	78.9 EUR
Common Stock	Sale	-180	78.95 EUR
Common Stock	Sale	-16	78.95 EUR
Common Stock	Sale	-1,256	79 EUR
Common Stock	Sale	-298	79 EUR
Common Stock	Sale	-178	79.0375 EUR
Common Stock	Sale	-397	79.05 EUR
Common Stock	Sale	-144	79.05 EUR
Common Stock	Sale	-233	79.1 EUR
Common Stock	Sale	-195	79.1 EUR
Common Stock	Sale	-829	79.15 EUR
Common Stock	Sale	-504	79.15 EUR
Common Stock	Sale	-2,060	79.2 EUR
Common Stock	Sale	-188	79.25 EUR
Common Stock	Sale	-95	79.25 EUR
Common Stock	Sale	-261	79.3 EUR
Common Stock	Sale	-70	79.35 EUR
Common Stock	Sale	-49	79.35 EUR
Common Stock	Sale	-712	79.4 EUR
Common Stock	Sale	-100	79.45 EUR
Common Stock	Sale	-53	79.45 EUR
Common Stock	Sale	-40	79.5 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	Opening/Closing a position	91	77.78373 EUR
Common Stock	CFD	Opening/Closing a position	515	77.864126 EUR
Common Stock	CFD	Opening/Closing a position	-459	77.882625 EUR
Common Stock	CFD	Opening/Closing a position	-147	78.023129 EUR
Common Stock	CFD	Reducing short position	2,956	77.78373 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	200	82 EUR	American	20/09/2019	0.4 EUR
Common	Call Option	Purchasing	100	92 EUR	American	18/10/2019	0.42 EUR
Common	Call Option	Purchasing	100	96 EUR	American	15/11/2019	0.5 EUR
Common	Put Option	Purchasing	-400	74 EUR	American	20/09/2019	0.69 EUR
Common	Call Option	Purchasing	100	86 EUR	American	18/10/2019	1.14 EUR
Common	Put Option	Purchasing	-200	78 EUR	American	20/09/2019	1.5 EUR
Common	Put Option	Purchasing	-100	74 EUR	American	18/10/2019	2.05 EUR
Common	Put Option	Purchasing	-100	76 EUR	American	18/10/2019	2.62 EUR
Common	Put Option	Purchasing	-100	76 EUR	American	18/10/2019	2.75 EUR
Common	Call Option	Purchasing	100	76 EUR	American	20/09/2019	2.8 EUR
Common	Call Option	Purchasing	100	78 EUR	American	18/10/2019	3.3 EUR
Common	Put Option	Purchasing	-100	80 EUR	American	18/10/2019	4.5 EUR
Common	Call Option	Writing	-200	82 EUR	American	20/09/2019	0.55 EUR
Common	Call Option	Writing	-100	82 EUR	American	20/09/2019	0.7 EUR
Common	Call Option	Writing	-100	88 EUR	American	18/10/2019	0.7 EUR
Common	Call Option	Writing	-100	88 EUR	American	18/10/2019	0.77 EUR
Common	Call Option	Writing	-200	88 EUR	American	18/10/2019	0.96 EUR
Common	Call Option	Writing	-100	90 EUR	American	15/11/2019	1.15 EUR
Common	Call Option	Writing	-100	78 EUR	American	18/10/2019	3.6 EUR
Common	Call Option	Writing	-500	76 EUR	American	15/11/2019	6 EUR
Common	Put Option	Writing	100	80 EUR	American	15/11/2019	6.1 EUR
Common	Call Option	Writing	-100	74 EUR	American	15/11/2019	6.8 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:	17 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	Call Option	Written	-100	74 USD	American	15/11/2019
Common	Call Option	Written	-400	90 USD	American	15/11/2019
Common	Call Option	Written	-200	86 USD	American	15/11/2019
Common	Put Option	Purchased	-100	86 USD	American	15/11/2019
Common	Call Option	Written	-700	76 USD	American	15/11/2019
Common	Call Option	Purchased	100	92 USD	American	15/11/2019
Common	Put Option	Purchased	-2200	84 USD	American	15/11/2019
Common	Put Option	Purchased	-1600	68 USD	American	15/11/2019
Common	Call Option	Purchased	200	80 USD	American	15/11/2019
Common	Put Option	Purchased	-1300	80 USD	American	15/11/2019
Common	Put Option	Purchased	-600	72 USD	American	15/11/2019
Common	Call Option	Written	-100	88 USD	American	15/11/2019
Common	Put Option	Purchased	-100	82 USD	American	15/11/2019
Common	Put Option	Purchased	-100	76 USD	American	15/11/2019
Common	Call Option	Purchased	1100	96 USD	American	15/11/2019
Common	Put Option	Purchased	-800	74 USD	American	20/09/2019
Common	Put Option	Purchased	-100	74 USD	American	18/10/2019
Common	Call Option	Written	-500	90 USD	American	18/10/2019
Common	Call Option	Written	-100	94 USD	American	18/10/2019
Common	Call Option	Purchased	100	94 USD	American	20/09/2019
Common	Put Option	Purchased	-100	100 USD	American	18/10/2019
Common	Call Option	Purchased	1800	64 USD	American	18/10/2019
Common	Call Option	Purchased	300	90 USD	American	20/09/2019
Common	Call Option	Written	-2300	86 USD	American	18/10/2019
Common	Put Option	Purchased	-2500	86 USD	American	18/10/2019
Common	Call Option	Written	-200	96 USD	American	18/10/2019
Common	Put Option	Written	400	76 USD	American	18/10/2019
Common	Call Option	Written	-100	72 USD	American	18/10/2019
Common	Put Option	Written	300	78 USD	American	18/10/2019
Common	Put Option	Purchased	-1100	82 USD	American	18/10/2019
Common	Call Option	Purchased	100	82 USD	American	18/10/2019
Common	Call Option	Written	-200	92 USD	American	18/10/2019
Common	Call Option	Written	-1300	80 USD	American	18/10/2019
Common	Put Option	Purchased	-100	68 USD	American	18/10/2019
Common	Call Option	Written	-1400	88 USD	American	18/10/2019
Common	Call Option	Written	-1100	78 USD	American	18/10/2019
Common	Put Option	Purchased	-600	84 USD	American	18/10/2019
Common	Put Option	Purchased	-1100	80 USD	American	18/10/2019
Common	Call Option	Written	-400	100 USD	American	20/09/2019
Common	Put Option	Purchased	-2100	86 USD	American	20/09/2019
Common	Call Option	Purchased	300	86 USD	American	20/09/2019
Common	Call Option	Purchased	300	96 USD	American	20/09/2019
Common	Call Option	Purchased	2700	82 USD	American	20/09/2019
Common	Put Option	Purchased	-100	82 USD	American	20/09/2019
Common	Put Option	Purchased	-26300	78 USD	American	20/09/2019
Common	Call Option	Written	-300	76 USD	American	20/09/2019
Common	Call Option	Purchased	700	78 USD	American	20/09/2019
Common	Call Option	Purchased	1000	88 USD	American	20/09/2019
Common	Put Option	Purchased	-2200	84 USD	American	20/09/2019
Common	Call Option	Written	-4300	92 USD	American	20/09/2019
Common	Put Option	Purchased	-400	80 USD	American	20/09/2019
Common	Put Option	Written	2000	72 USD	American	20/09/2019
Common	Call Option	Written	-3400	84 USD	American	20/09/2019
Common	Call Option	Purchased	600	80 USD	American	20/09/2019
Common	Put Option	Written	400	88 USD	American	20/09/2019
Common	Put Option	Purchased	-1600	76 USD	American	20/09/2019

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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