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Form 8.3 - Takeaway.com N.V.

29 Nov 2019 15:00

RNS Number : 1640V

Citadel Group

29 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	28 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:	204,360	0.33	283,686	0.46
(2) Cash-settled derivatives:	24,145	0.04	0	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	16,400	0.03	85,200	0.14
TOTAL:	244,905	0.40	368,886	0.60

Class of relevant security:	Convertible Bond ISIN XS1940192039
	Interests		Short Positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	48,000,000	19.20	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:	48,000,000	19.20	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	435	81.35 EUR
Common Stock	Purchase	530	81.4 EUR
Common Stock	Purchase	992	81.45 EUR
Common Stock	Purchase	140	81.5 EUR
Common Stock	Purchase	1,079	81.5 EUR
Common Stock	Purchase	15	81.55 EUR
Common Stock	Purchase	1,389	81.55 EUR
Common Stock	Purchase	134	81.575 EUR
Common Stock	Purchase	1,436	81.6 EUR
Common Stock	Purchase	1,793	81.6 EUR
Common Stock	Purchase	190	81.65 EUR
Common Stock	Purchase	2,314	81.65 EUR
Common Stock	Purchase	771	81.7 EUR
Common Stock	Purchase	19	81.75 EUR
Common Stock	Purchase	503	81.75 EUR
Common Stock	Purchase	2,741	81.8 EUR
Common Stock	Purchase	54	81.85 EUR
Common Stock	Purchase	666	81.85 EUR
Common Stock	Purchase	887	81.9 EUR
Common Stock	Purchase	1,622	81.95 EUR
Common Stock	Purchase	3,275	82 EUR
Common Stock	Purchase	226	82.05 EUR
Common Stock	Purchase	121	82.1 EUR
Common Stock	Purchase	166	82.15 EUR
Common Stock	Sale	-444	81.3 EUR
Common Stock	Sale	-365	81.35 EUR
Common Stock	Sale	-14	81.35 EUR
Common Stock	Sale	-174	81.375 EUR
Common Stock	Sale	-660	81.4 EUR
Common Stock	Sale	-39	81.4 EUR
Common Stock	Sale	-1,529	81.45 EUR
Common Stock	Sale	-263	81.45 EUR
Common Stock	Sale	-528	81.475 EUR
Common Stock	Sale	-3,068	81.5 EUR
Common Stock	Sale	-134	81.5 EUR
Common Stock	Sale	-2,946	81.55 EUR
Common Stock	Sale	-200	81.55 EUR
Common Stock	Sale	-240	81.553021 EUR
Common Stock	Sale	-440	81.553125 EUR
Common Stock	Sale	-1,819	81.554343 EUR
Common Stock	Sale	-921	81.554615 EUR
Common Stock	Sale	-747	81.575 EUR
Common Stock	Sale	-3,978	81.6 EUR
Common Stock	Sale	-146	81.6 EUR
Common Stock	Sale	-984	81.65 EUR
Common Stock	Sale	-115	81.65 EUR
Common Stock	Sale	-784	81.7 EUR
Common Stock	Sale	-544	81.730239 EUR
Common Stock	Sale	-281	81.741993 EUR
Common Stock	Sale	-2,187	81.742455 EUR
Common Stock	Sale	-1,088	81.745129 EUR
Common Stock	Sale	-352	81.75 EUR
Common Stock	Sale	-1,665	81.8 EUR
Common Stock	Sale	-200	81.8 EUR
Common Stock	Sale	-719	81.85 EUR
Common Stock	Sale	-75	81.875 EUR
Common Stock	Sale	-782	81.9 EUR
Common Stock	Sale	-3	81.9 EUR
Common Stock	Sale	-165	81.95 EUR
Common Stock	Sale	-1,021	82 EUR
Common Stock	Sale	-172	82.05 EUR
Common Stock	Sale	-399	82.1 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	-334	81.614822 EUR
Common Stock	CFD	Opening/Closing a position	334	81.978593 EUR
Common Stock	CFD	Reducing long position	-3,510	81.614822 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	Writing	-200	86 EUR	American	20/12/2019	0.7 EUR
Common	Call Option	Writing	-200	86 EUR	American	20/12/2019	0.9 EUR
Common	Call Option	Writing	-100	92 EUR	American	21/02/2020	1.45 EUR
Common	Call Option	Writing	-100	84 EUR	American	17/01/2020	2.3 EUR
Common	Call Option	Writing	-100	82 EUR	American	21/02/2020	4.45 EUR
Common	Call Option	Writing	-200	80 EUR	American	21/02/2020	5.5 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:	29 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	Written	-100	82 EUR	American	21/02/2020
Common	Put Option	Written	100	82 EUR	American	21/02/2020
Common	Call Option	Written	-100	92 EUR	American	21/02/2020
Common	Call Option	Written	-200	80 EUR	American	21/02/2020
Common	Call Option	Written	-400	86 EUR	American	17/01/2020
Common	Call Option	Written	-100	96 EUR	American	17/01/2020
Common	Call Option	Written	-400	86 EUR	American	20/12/2019
Common	Call Option	Written	-3900	82 EUR	American	17/01/2020
Common	Put Option	Purchased	-1900	82 EUR	American	20/12/2019
Common	Call Option	Purchased	900	82 EUR	American	20/12/2019
Common	Call Option	Written	-100	92 EUR	American	17/01/2020
Common	Put Option	Purchased	-100	92 EUR	American	17/01/2020
Common	Call Option	Purchased	400	92 EUR	American	20/12/2019
Common	Put Option	Purchased	-6700	78 EUR	American	20/12/2019
Common	Call Option	Purchased	1000	78 EUR	American	20/12/2019
Common	Put Option	Purchased	-300	78 EUR	American	17/01/2020
Common	Call Option	Written	-3200	78 EUR	American	17/01/2020
Common	Call Option	Purchased	400	88 EUR	American	20/12/2019
Common	Call Option	Purchased	3900	88 EUR	American	17/01/2020
Common	Call Option	Purchased	200	68 EUR	American	17/01/2020
Common	Put Option	Written	200	74 EUR	American	20/12/2019
Common	Call Option	Purchased	1500	74 EUR	American	20/12/2019
Common	Put Option	Purchased	-13200	68 EUR	American	20/12/2019
Common	Call Option	Written	-300	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	76 EUR	American	20/12/2019
Common	Put Option	Purchased	-2700	80 EUR	American	20/12/2019
Common	Put Option	Purchased	-1000	60 EUR	American	17/01/2020
Common	Put Option	Purchased	-800	72 EUR	American	20/12/2019
Common	Call Option	Purchased	400	84 EUR	American	17/01/2020
Common	Call Option	Written	-6600	80 EUR	American	17/01/2020
Common	Put Option	Purchased	-1500	70 EUR	American	20/12/2019
Common	Put Option	Purchased	-3900	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-2300	84 EUR	American	17/01/2020
Common	Put Option	Purchased	-19800	64 EUR	American	20/12/2019
Common	Put Option	Purchased	-5900	64 EUR	American	17/01/2020
Common	Call Option	Purchased	500	70 EUR	American	20/12/2019
Common	Call Option	Purchased	200	70 EUR	American	17/01/2020
Common	Call Option	Purchased	4800	84 EUR	American	20/12/2019
Common	Call Option	Purchased	100	72 EUR	American	20/12/2019
Common	Put Option	Purchased	-3900	68 EUR	American	17/01/2020
Common	Call Option	Written	-300	76 EUR	American	20/12/2019
Common	Put Option	Purchased	-900	84 EUR	American	20/12/2019
Common	Put Option	Purchased	-1600	72 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	76 EUR	American	17/01/2020
Common	Call Option	Purchased	100	72 EUR	American	17/01/2020
Common	Put Option	Purchased	-1200	70 EUR	American	17/01/2020
Common	Call Option	Purchased	1700	80 EUR	American	20/12/2019
Common	Call Option	Written	-1000	76 EUR	American	17/01/2020

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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