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Form 8.3 - Takeaway.com N.V.

17 Sep 2019 13:03

RNS Number : 6356M

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	16 August, 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:	133,761	0.22	334,866	0.55
(2) Cash-settled derivatives:	53,939	0.09	18,236	0.03
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	10,600	0.02	47,500	0.08
TOTAL:	198,300	0.32	400,602	0.65

Class of relevant security:	Convertible Bond ISIN XS1940192039
	Interests		Short Positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	54,100,000	21.64	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:	54,100,000	21.64	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	140	81.7 EUR
Common Stock	Purchase	140	81.75 EUR
Common Stock	Purchase	212	81.8 EUR
Common Stock	Purchase	58	81.85 EUR
Common Stock	Purchase	190	81.85 EUR
Common Stock	Purchase	163	81.9 EUR
Common Stock	Purchase	24	81.95 EUR
Common Stock	Purchase	101	82 EUR
Common Stock	Purchase	144	82.05 EUR
Common Stock	Purchase	559	82.1 EUR
Common Stock	Purchase	57	82.125 EUR
Common Stock	Purchase	33	82.15 EUR
Common Stock	Purchase	745	82.2 EUR
Common Stock	Purchase	744	82.25 EUR
Common Stock	Purchase	54	82.275 EUR
Common Stock	Purchase	55	82.3 EUR
Common Stock	Purchase	1,060	82.3 EUR
Common Stock	Purchase	293	82.35 EUR
Common Stock	Purchase	895	82.35 EUR
Common Stock	Purchase	172	82.4 EUR
Common Stock	Purchase	792	82.4 EUR
Common Stock	Purchase	1,089	82.45 EUR
Common Stock	Purchase	64	82.475 EUR
Common Stock	Purchase	306	82.5 EUR
Common Stock	Purchase	2,481	82.5 EUR
Common Stock	Purchase	209	82.505981 EUR
Common Stock	Purchase	852	82.509272 EUR
Common Stock	Purchase	122	82.525 EUR
Common Stock	Purchase	1,481	82.55 EUR
Common Stock	Purchase	56	82.6 EUR
Common Stock	Purchase	2,121	82.6 EUR
Common Stock	Purchase	644	82.65 EUR
Common Stock	Purchase	1,566	82.65 EUR
Common Stock	Purchase	218	82.675 EUR
Common Stock	Purchase	1,525	82.7 EUR
Common Stock	Purchase	172	82.75 EUR
Common Stock	Purchase	455	82.75 EUR
Common Stock	Purchase	702	82.8 EUR
Common Stock	Purchase	255	82.85 EUR
Common Stock	Purchase	265	82.85 EUR
Common Stock	Purchase	1,194	82.9 EUR
Common Stock	Purchase	1,058	82.95 EUR
Common Stock	Purchase	344	83 EUR
Common Stock	Purchase	110	83.05 EUR
Common Stock	Purchase	359	83.05 EUR
Common Stock	Purchase	58	83.075 EUR
Common Stock	Purchase	2	83.1 EUR
Common Stock	Purchase	1,820	83.1 EUR
Common Stock	Purchase	258	83.15 EUR
Common Stock	Purchase	62	83.2 EUR
Common Stock	Purchase	198	83.2 EUR
Common Stock	Purchase	17	83.25 EUR
Common Stock	Purchase	70	83.25 EUR
Common Stock	Purchase	58	83.3 EUR
Common Stock	Sale	-14	81.85 EUR
Common Stock	Sale	-166	81.9 EUR
Common Stock	Sale	-25	82.05 EUR
Common Stock	Sale	-318	82.1 EUR
Common Stock	Sale	-1,338	82.15 EUR
Common Stock	Sale	-17	82.15 EUR
Common Stock	Sale	-425	82.2 EUR
Common Stock	Sale	-1,175	82.25 EUR
Common Stock	Sale	-7	82.25 EUR
Common Stock	Sale	-837	82.3 EUR
Common Stock	Sale	-483	82.35 EUR
Common Stock	Sale	-225	82.35 EUR
Common Stock	Sale	-1,720	82.4 EUR
Common Stock	Sale	-43	82.4 EUR
Common Stock	Sale	-1,434	82.45 EUR
Common Stock	Sale	-39	82.45 EUR
Common Stock	Sale	-878	82.5 EUR
Common Stock	Sale	-65	82.5 EUR
Common Stock	Sale	-358	82.525 EUR
Common Stock	Sale	-1,764	82.55 EUR
Common Stock	Sale	-392	82.55 EUR
Common Stock	Sale	-1,459	82.6 EUR
Common Stock	Sale	-773	82.65 EUR
Common Stock	Sale	-291	82.65 EUR
Common Stock	Sale	-1,346	82.7 EUR
Common Stock	Sale	-196	82.7 EUR
Common Stock	Sale	-1,071	82.75 EUR
Common Stock	Sale	-42	82.75 EUR
Common Stock	Sale	-1,313	82.8 EUR
Common Stock	Sale	-1,368	82.85 EUR
Common Stock	Sale	-112	82.85 EUR
Common Stock	Sale	-924	82.9 EUR
Common Stock	Sale	-152	82.9 EUR
Common Stock	Sale	-418	82.95 EUR
Common Stock	Sale	-210	83 EUR
Common Stock	Sale	-37	83 EUR
Common Stock	Sale	-1,958	83.05 EUR
Common Stock	Sale	-1,652	83.1 EUR
Common Stock	Sale	-30	83.1 EUR
Common Stock	Sale	-133	83.15 EUR
Common Stock	Sale	-40	83.15 EUR
Common Stock	Sale	-89	83.175 EUR
Common Stock	Sale	-307	83.2 EUR
Common Stock	Sale	-18	83.2 EUR
Common Stock	Sale	-280	83.225 EUR
Common Stock	Sale	-367	83.25 EUR
Common Stock	Sale	-74	83.3 EUR
Common Stock	Sale	-27	83.3 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	Increasing long position	900	82.76127778 EUR
Common Stock	CFD	Reducing short position	57	82.552161 EUR
Common Stock	CFD	Reducing short position	7,719	82.552161 EUR
Common Stock	CFD	Reducing short position	8,817	82.632602 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	-1,000	84 EUR	American	20/09/2019	4.35 EUR
Common	Call Option	Writing	-2,000	92 EUR	American	20/09/2019	0.91 EUR
Common	Call Option	Writing	-200	82 EUR	American	16/08/2019	1.15 EUR
Common	Put Option	Writing	100	82 EUR	American	20/09/2019	3.56 EUR
Common	Call Option	Writing	-200	80 EUR	American	20/09/2019	4.95 EUR
Common	Call Option	Writing	-100	80 EUR	American	18/10/2019	6.3 EUR

(ii) Exercise

Class of relevant security ISIN NL0012015705	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
Common	Call Option	Exercise	-100	78 EUR
Common	Call Option	Exercise	-1,600	80 EUR
Common	Put Option	Exercise	500	86 EUR
Common	Put Option	Exercise	400	88 EUR
Common	Call Option	Exercised against	100	60 EUR
Common	Call Option	Exercised against	600	74 EUR
Common	Call Option	Exercised against	500	76 EUR
Common	Call Option	Exercised against	700	82 EUR
Common	Put Option	Exercised against	-500	84 EUR
Common	Put Option	Exercised against	-300	96 EUR

(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:	Pauline Rogers
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	Put Option	Purchased	-100	74 USD	American	20/09/2019
Common	Call Option	Purchased	400	90 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	100	90 USD	American	20/09/2019
Common	Call Option	Written	-200	86 USD	American	18/10/2019
Common	Put Option	Purchased	-2600	86 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	-1200	82 USD	American	18/10/2019
Common	Call Option	Written	-100	82 USD	American	18/10/2019
Common	Call Option	Written	-100	92 USD	American	18/10/2019
Common	Call Option	Written	-800	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	Written	500	84 USD	American	18/10/2019
Common	Put Option	Purchased	-300	80 USD	American	18/10/2019
Common	Put Option	Written	900	72 USD	American	18/10/2019
Common	Call Option	Written	-400	100 USD	American	20/09/2019
Common	Put Option	Purchased	-700	86 USD	American	20/09/2019
Common	Call Option	Written	-100	86 USD	American	20/09/2019
Common	Call Option	Purchased	100	96 USD	American	20/09/2019
Common	Call Option	Purchased	4100	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	500	88 USD	American	20/09/2019
Common	Put Option	Purchased	-2500	84 USD	American	20/09/2019
Common	Call Option	Written	-7200	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	-1400	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	-1000	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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