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Form 8.3 - Takeaway.com N.V.

17 Sep 2019 10:57

RNS Number : 6077M

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	06 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:	119,366	0.20	497,655	0.81
(2) Cash-settled derivatives:	50,898	0.08	4,326	0.01
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	11,300	0.02	52,700	0.09
TOTAL:	181,564	0.30	554,681	0.91

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	413	81.9 EUR
Common Stock	Purchase	70	81.95 EUR
Common Stock	Purchase	76	82 EUR
Common Stock	Purchase	673	82 EUR
Common Stock	Purchase	584	82.05 EUR
Common Stock	Purchase	94	82.1 EUR
Common Stock	Purchase	197	82.1 EUR
Common Stock	Purchase	81	82.15 EUR
Common Stock	Purchase	484	82.15 EUR
Common Stock	Purchase	715	82.2 EUR
Common Stock	Purchase	199	82.25 EUR
Common Stock	Purchase	271	82.25 EUR
Common Stock	Purchase	521	82.3 EUR
Common Stock	Purchase	118	82.35 EUR
Common Stock	Purchase	58	82.4 EUR
Common Stock	Purchase	436	82.4 EUR
Common Stock	Purchase	48	82.45 EUR
Common Stock	Purchase	405	82.45 EUR
Common Stock	Purchase	75	82.5 EUR
Common Stock	Purchase	278	82.5 EUR
Common Stock	Purchase	1,053	82.55 EUR
Common Stock	Purchase	24	82.575 EUR
Common Stock	Purchase	116	82.6 EUR
Common Stock	Purchase	175	82.6 EUR
Common Stock	Purchase	404	82.65 EUR
Common Stock	Purchase	229	82.7 EUR
Common Stock	Purchase	70	82.75 EUR
Common Stock	Purchase	290	82.8 EUR
Common Stock	Purchase	88	82.85 EUR
Common Stock	Purchase	372	82.9 EUR
Common Stock	Purchase	209	82.95 EUR
Common Stock	Purchase	812	82.95 EUR
Common Stock	Purchase	161	83 EUR
Common Stock	Purchase	533	83 EUR
Common Stock	Purchase	137	83.05 EUR
Common Stock	Purchase	648	83.05 EUR
Common Stock	Purchase	1,104	83.1 EUR
Common Stock	Purchase	348	83.15 EUR
Common Stock	Purchase	13	83.25 EUR
Common Stock	Purchase	43	83.3 EUR
Common Stock	Purchase	347	83.3 EUR
Common Stock	Purchase	65	83.35 EUR
Common Stock	Purchase	281	83.35 EUR
Common Stock	Purchase	24	83.4 EUR
Common Stock	Purchase	490	83.4 EUR
Common Stock	Purchase	52	83.45 EUR
Common Stock	Purchase	374	83.45 EUR
Common Stock	Purchase	110	83.475 EUR
Common Stock	Purchase	336	83.5 EUR
Common Stock	Purchase	910	83.55 EUR
Common Stock	Purchase	671	83.6 EUR
Common Stock	Purchase	2,621	83.6 EUR
Common Stock	Purchase	158	83.65 EUR
Common Stock	Purchase	931	83.65 EUR
Common Stock	Purchase	11	83.7 EUR
Common Stock	Purchase	362	83.7 EUR
Common Stock	Purchase	60	83.725 EUR
Common Stock	Purchase	504	83.75 EUR
Common Stock	Purchase	42	83.775 EUR
Common Stock	Purchase	515	83.8 EUR
Common Stock	Purchase	100	83.85 EUR
Common Stock	Purchase	451	83.9 EUR
Common Stock	Purchase	98	83.95 EUR
Common Stock	Sale	-260	81.8 EUR
Common Stock	Sale	-37	81.85 EUR
Common Stock	Sale	-192	81.95 EUR
Common Stock	Sale	-80	81.95 EUR
Common Stock	Sale	-695	82 EUR
Common Stock	Sale	-379	82.05 EUR
Common Stock	Sale	-90	82.05 EUR
Common Stock	Sale	-309	82.1 EUR
Common Stock	Sale	-30	82.1 EUR
Common Stock	Sale	-432	82.15 EUR
Common Stock	Sale	-174	82.15 EUR
Common Stock	Sale	-856	82.2 EUR
Common Stock	Sale	-35	82.2 EUR
Common Stock	Sale	-145	82.225 EUR
Common Stock	Sale	-1,622	82.25 EUR
Common Stock	Sale	-37	82.275 EUR
Common Stock	Sale	-403	82.3 EUR
Common Stock	Sale	-120	82.4 EUR
Common Stock	Sale	-110	82.45 EUR
Common Stock	Sale	-1,208	82.5 EUR
Common Stock	Sale	-280	82.55 EUR
Common Stock	Sale	-218	82.55 EUR
Common Stock	Sale	-9	82.6 EUR
Common Stock	Sale	-40	82.65 EUR
Common Stock	Sale	-3	82.65 EUR
Common Stock	Sale	-118	82.7 EUR
Common Stock	Sale	-745	82.85 EUR
Common Stock	Sale	-347	82.9 EUR
Common Stock	Sale	-42	82.9 EUR
Common Stock	Sale	-531	82.95 EUR
Common Stock	Sale	-50	82.95 EUR
Common Stock	Sale	-639	82.975 EUR
Common Stock	Sale	-796	83 EUR
Common Stock	Sale	-131	83 EUR
Common Stock	Sale	-13,291	83.003839 EUR
Common Stock	Sale	-527	83.05 EUR
Common Stock	Sale	-72	83.05 EUR
Common Stock	Sale	-187	83.075 EUR
Common Stock	Sale	-1,572	83.1 EUR
Common Stock	Sale	-195	83.125 EUR
Common Stock	Sale	-141	83.15 EUR
Common Stock	Sale	-15	83.15 EUR
Common Stock	Sale	-42	83.175 EUR
Common Stock	Sale	-36	83.2 EUR
Common Stock	Sale	-248	83.25 EUR
Common Stock	Sale	-102	83.3 EUR
Common Stock	Sale	-107	83.35 EUR
Common Stock	Sale	-366	83.4 EUR
Common Stock	Sale	-284	83.45 EUR
Common Stock	Sale	-208	83.45 EUR
Common Stock	Sale	-637	83.5 EUR
Common Stock	Sale	-1,448	83.55 EUR
Common Stock	Sale	-707	83.6 EUR
Common Stock	Sale	-258	83.6 EUR
Common Stock	Sale	-337	83.65 EUR
Common Stock	Sale	-642	83.7 EUR
Common Stock	Sale	-377	83.7 EUR
Common Stock	Sale	-402	83.75 EUR
Common Stock	Sale	-310	83.8 EUR
Common Stock	Sale	-4	83.8 EUR
Common Stock	Sale	-130	83.85 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 long position	-794	82.8574 EUR
Common Stock	CFD	Closing long position	-1,514	83.572841 EUR
Common Stock	CFD	Closing long position	-640	83.572841 EUR
Common Stock	CFD	Closing long position/Opening short position	-3,321	82.8574 EUR
Common Stock	CFD	Closing long position/Opening short position	-535	83.56514 EUR
Common Stock	CFD	Closing long position/Opening short position	-1,759	83.572841 EUR
Common Stock	CFD	Increasing long position	491	82.166497 EUR
Common Stock	CFD	Increasing long position	303	82.436386 EUR
Common Stock	CFD	Reducing long position	-1,200	83.07770833 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	74 EUR	American	20/09/2019	0.12 EUR
Common	Call Option	Purchasing	100	90 EUR	American	20/09/2019	0.35 EUR
Common	Call Option	Purchasing	500	86 EUR	American	20/09/2019	1.12 EUR
Common	Call Option	Purchasing	300	80 EUR	American	15/11/2019	6.8 EUR
Common	Call Option	Writing	-100	86 EUR	American	20/09/2019	0.8 EUR
Common	Put Option	Writing	100	72 EUR	American	18/10/2019	0.8 EUR
Common	Call Option	Writing	-400	84 EUR	American	20/09/2019	1.25 EUR
Common	Call Option	Writing	-100	84 EUR	American	20/09/2019	1.31 EUR
Common	Put Option	Writing	500	82 EUR	American	20/09/2019	1.7 EUR
Common	Call Option	Writing	-100	82 EUR	American	20/09/2019	2.45 EUR
Common	Call Option	Writing	-100	86 EUR	American	15/11/2019	3.6 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	-300	90 USD	American	15/11/2019
Common	Call Option	Written	-200	86 USD	American	15/11/2019
Common	Call Option	Purchased	100	92 USD	American	15/11/2019
Common	Put Option	Purchased	-700	84 USD	American	15/11/2019
Common	Call Option	Purchased	300	80 USD	American	15/11/2019
Common	Put Option	Purchased	-600	80 USD	American	15/11/2019
Common	Put Option	Purchased	-200	72 USD	American	15/11/2019
Common	Put Option	Purchased	-200	74 USD	American	20/09/2019
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	Written	-200	64 USD	American	18/10/2019
Common	Call Option	Purchased	300	90 USD	American	20/09/2019
Common	Call Option	Written	-300	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	800	76 USD	American	18/10/2019
Common	Call Option	Written	-100	72 USD	American	18/10/2019
Common	Put Option	Written	400	78 USD	American	18/10/2019
Common	Put Option	Purchased	-1000	82 USD	American	18/10/2019
Common	Call Option	Purchased	100	82 USD	American	18/10/2019
Common	Call Option	Written	-300	92 USD	American	18/10/2019
Common	Call Option	Written	-1100	80 USD	American	18/10/2019
Common	Call Option	Written	-1000	88 USD	American	18/10/2019
Common	Call Option	Written	-900	78 USD	American	18/10/2019
Common	Put Option	Purchased	-600	84 USD	American	18/10/2019
Common	Put Option	Purchased	-500	80 USD	American	18/10/2019
Common	Put Option	Written	1000	72 USD	American	18/10/2019
Common	Call Option	Written	-400	100 USD	American	20/09/2019
Common	Put Option	Purchased	-2000	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	3900	82 USD	American	20/09/2019
Common	Put Option	Purchased	-100	82 USD	American	20/09/2019
Common	Put Option	Purchased	-25900	78 USD	American	20/09/2019
Common	Call Option	Purchased	400	78 USD	American	20/09/2019
Common	Call Option	Purchased	1000	88 USD	American	20/09/2019
Common	Put Option	Purchased	-3500	84 USD	American	20/09/2019
Common	Call Option	Written	-4300	92 USD	American	20/09/2019
Common	Put Option	Purchased	-300	80 USD	American	20/09/2019
Common	Put Option	Written	1900	72 USD	American	20/09/2019
Common	Call Option	Written	-3200	84 USD	American	20/09/2019
Common	Call Option	Written	-200	80 USD	American	20/09/2019
Common	Put Option	Written	400	88 USD	American	20/09/2019
Common	Put Option	Purchased	-1200	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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