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Form 8.3 - Takeaway.com N.V.

10 Dec 2019 15:00

RNS Number : 3529W

Citadel Group

10 December 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	09 December, 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:	Convertible Bond ISIN XS1940192039
	Interests		Short Positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	40,000,000	16.00	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:	40,000,000	16.00	0	0.00

Class of relevant security:	Common Stock ISIN NL0012015705
	Interests		Short Positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	198,027	0.32	333,883	0.55
(2) Cash-settled derivatives:	21,679	0.04	3,654	0.01
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	17,800	0.03	93,800	0.15
TOTAL:	237,506	0.39	431,337	0.70

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	147	83.8 EUR
Common Stock	Purchase	96	83.9 EUR
Common Stock	Purchase	227	83.95 EUR
Common Stock	Purchase	58	84 EUR
Common Stock	Purchase	588	84.05 EUR
Common Stock	Purchase	3,487	84.1 EUR
Common Stock	Purchase	119	84.15 EUR
Common Stock	Purchase	287	84.2 EUR
Common Stock	Purchase	876	84.25 EUR
Common Stock	Purchase	60	84.3 EUR
Common Stock	Purchase	79	84.35 EUR
Common Stock	Purchase	17	84.4 EUR
Common Stock	Purchase	406	84.45 EUR
Common Stock	Purchase	173	84.5 EUR
Common Stock	Purchase	325	84.525 EUR
Common Stock	Purchase	374	84.55 EUR
Common Stock	Purchase	142	84.6 EUR
Common Stock	Purchase	1,046	84.65 EUR
Common Stock	Purchase	951	84.7 EUR
Common Stock	Purchase	715	84.75 EUR
Common Stock	Purchase	266	84.8 EUR
Common Stock	Purchase	2,275	84.85 EUR
Common Stock	Purchase	650	84.9 EUR
Common Stock	Purchase	927	84.95 EUR
Common Stock	Purchase	1,950	85 EUR
Common Stock	Purchase	3,276	85.05 EUR
Common Stock	Purchase	994	85.1 EUR
Common Stock	Purchase	228	85.15 EUR
Common Stock	Purchase	7	85.2 EUR
Common Stock	Purchase	185	85.25 EUR
Common Stock	Purchase	53	85.3 EUR
Common Stock	Purchase	202	85.35 EUR
Common Stock	Purchase	10	85.4 EUR
Common Stock	Purchase	68	85.45 EUR
Common Stock	Purchase	128	85.475 EUR
Common Stock	Purchase	64	85.6 EUR
Common Stock	Purchase	151	85.65 EUR
Common Stock	Purchase	72	85.7 EUR
Common Stock	Purchase	59	85.825 EUR
Common Stock	Purchase	121	85.85 EUR
Common Stock	Purchase	57	85.9 EUR
Common Stock	Purchase	30	85.95 EUR
Common Stock	Purchase	22	86.175 EUR
Common Stock	Purchase	66	86.2 EUR
Common Stock	Purchase	160	86.3 EUR
Common Stock	Purchase	60	86.4 EUR
Common Stock	Purchase	86,300	86.5 EUR
Common Stock	Purchase	36	86.55 EUR
Common Stock	Purchase	24	86.6 EUR
Common Stock	Purchase	511	86.65 EUR
Common Stock	Purchase	2	86.7 EUR
Common Stock	Purchase	76	86.75 EUR
Common Stock	Sale	-50	83.85 EUR
Common Stock	Sale	-135	83.9 EUR
Common Stock	Sale	-50	83.95 EUR
Common Stock	Sale	-1,747	84 EUR
Common Stock	Sale	-140	84.05 EUR
Common Stock	Sale	-165	84.1 EUR
Common Stock	Sale	-480	84.15 EUR
Common Stock	Sale	-47	84.2 EUR
Common Stock	Sale	-1,283	84.25 EUR
Common Stock	Sale	-1,316	84.3 EUR
Common Stock	Sale	-552	84.35 EUR
Common Stock	Sale	-154	84.4 EUR
Common Stock	Sale	-113	84.45 EUR
Common Stock	Sale	-1,836	84.5 EUR
Common Stock	Sale	-267	84.55 EUR
Common Stock	Sale	-357	84.6 EUR
Common Stock	Sale	-896	84.65 EUR
Common Stock	Sale	-270	84.65 EUR
Common Stock	Sale	-705	84.669716 EUR
Common Stock	Sale	-953	84.669858 EUR
Common Stock	Sale	-887	84.7 EUR
Common Stock	Sale	-654	84.75 EUR
Common Stock	Sale	-229	84.75 EUR
Common Stock	Sale	-376	84.8 EUR
Common Stock	Sale	-215	84.841395 EUR
Common Stock	Sale	-860	84.842209 EUR
Common Stock	Sale	-1,160	84.85 EUR
Common Stock	Sale	-6,854	84.879698 EUR
Common Stock	Sale	-1,684	84.879721 EUR
Common Stock	Sale	-17,875	84.889775 EUR
Common Stock	Sale	-586	84.9 EUR
Common Stock	Sale	-130	84.95 EUR
Common Stock	Sale	-126	84.975 EUR
Common Stock	Sale	-814	85 EUR
Common Stock	Sale	-742	85.05 EUR
Common Stock	Sale	-3,114	85.1 EUR
Common Stock	Sale	-1,214	85.15 EUR
Common Stock	Sale	-1,452	85.2 EUR
Common Stock	Sale	-75	85.25 EUR
Common Stock	Sale	-603	85.3 EUR
Common Stock	Sale	-180	85.35 EUR
Common Stock	Sale	-249	85.4 EUR
Common Stock	Sale	-222	85.45 EUR
Common Stock	Sale	-200	85.5 EUR
Common Stock	Sale	-75	85.6 EUR
Common Stock	Sale	-400	85.65 EUR
Common Stock	Sale	-53	85.7 EUR
Common Stock	Sale	-48	85.75 EUR
Common Stock	Sale	-47	85.8 EUR
Common Stock	Sale	-166	85.85 EUR
Common Stock	Sale	-310	85.9 EUR
Common Stock	Sale	-19	85.95 EUR
Common Stock	Sale	-60	86.2 EUR
Common Stock	Sale	-6	86.3 EUR
Common Stock	Sale	-125	86.4 EUR
Common Stock	Sale	-83	86.45 EUR
Common Stock	Sale	-188	86.5 EUR
Common Stock	Sale	-437	86.55 EUR
Common Stock	Sale	-13	86.6 EUR

Class of relevant security

ISIN XS1940192039

Purchase/sale

Number of securities

Price per unit

Convertible Bond

Sale

-8,000,000

142.375 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	-1,996	84.872627 EUR
Common Stock	CFD	Opening short position	-911	84.825181 EUR
Common Stock	CFD	Opening short position	-143	84.872627 EUR
Common Stock	CFD	Opening short position	-911	84.918952 EUR
Common Stock	CFD	Opening short position	-1,689	84.971294 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	80 EUR	American	20/12/2019	0.32 EUR
Common	Put Option	Purchasing	-200	80 EUR	American	20/12/2019	0.42 EUR
Common	Put Option	Purchasing	-500	80 EUR	American	20/12/2019	0.45 EUR
Common	Call Option	Purchasing	100	88 EUR	American	20/12/2019	0.65 EUR
Common	Call Option	Purchasing	200	92 EUR	American	21/02/2020	1.85 EUR
Common	Call Option	Purchasing	100	84 EUR	American	20/12/2019	2.25 EUR
Common	Call Option	Purchasing	1,000	92 EUR	American	21/02/2020	2.4 EUR
Common	Call Option	Purchasing	100	86 EUR	American	17/01/2020	2.45 EUR
Common	Put Option	Purchasing	-100	86 EUR	American	21/02/2020	5.5 EUR
Common	Put Option	Purchasing	-100	86 EUR	American	21/02/2020	5.85 EUR
Common	Put Option	Writing	1,000	84 EUR	American	20/12/2019	1.5 EUR
Common	Call Option	Writing	-200	84 EUR	American	20/12/2019	1.95 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:	10 December, 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	86 EUR	American	21/02/2020
Common	Put Option	Purchased	-200	86 EUR	American	21/02/2020
Common	Call Option	Written	-100	78 EUR	American	21/02/2020
Common	Call Option	Written	-1000	88 EUR	American	21/02/2020
Common	Call Option	Written	-100	72 EUR	American	21/02/2020
Common	Call Option	Written	-600	82 EUR	American	21/02/2020
Common	Put Option	Written	100	82 EUR	American	21/02/2020
Common	Call Option	Purchased	2300	92 EUR	American	21/02/2020
Common	Call Option	Written	-3000	96 EUR	American	21/02/2020
Common	Call Option	Written	-1600	80 EUR	American	21/02/2020
Common	Call Option	Written	-100	84 EUR	American	21/02/2020
Common	Call Option	Written	-400	86 EUR	American	17/01/2020
Common	Call Option	Written	-1700	96 EUR	American	17/01/2020
Common	Call Option	Written	-1000	86 EUR	American	20/12/2019
Common	Call Option	Written	-4100	82 EUR	American	17/01/2020
Common	Put Option	Written	100	82 EUR	American	17/01/2020
Common	Put Option	Purchased	-1800	82 EUR	American	20/12/2019
Common	Call Option	Purchased	500	82 EUR	American	20/12/2019
Common	Call Option	Written	-1600	92 EUR	American	17/01/2020
Common	Put Option	Purchased	-100	92 EUR	American	17/01/2020
Common	Call Option	Purchased	600	92 EUR	American	20/12/2019
Common	Put Option	Purchased	-6100	78 EUR	American	20/12/2019
Common	Call Option	Purchased	1000	78 EUR	American	20/12/2019
Common	Put Option	Purchased	-100	78 EUR	American	17/01/2020
Common	Call Option	Written	-3200	78 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	88 EUR	American	20/12/2019
Common	Call Option	Purchased	700	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	-12900	68 EUR	American	20/12/2019
Common	Call Option	Written	-400	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	76 EUR	American	20/12/2019
Common	Put Option	Purchased	-3400	80 EUR	American	20/12/2019
Common	Put Option	Purchased	-800	72 EUR	American	20/12/2019
Common	Call Option	Written	-800	84 EUR	American	17/01/2020
Common	Call Option	Written	-6800	80 EUR	American	17/01/2020
Common	Put Option	Written	100	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	-2100	84 EUR	American	17/01/2020
Common	Put Option	Purchased	-19200	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	4400	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	Written	100	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	1200	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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