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Form 8.3 - Takeaway.com N.V.

7 Oct 2019 15:00

RNS Number : 0126P

Citadel Group

07 October 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 N.V.
(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	04 October, 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:	24,016	0.04	727,028	1.19
(2) Cash-settled derivatives:	7,054	0.01	38,430	0.06
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	9,300	0.02	28,600	0.05
TOTAL:	40,370	0.07	794,058	1.30

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	52	71.25 EUR
Common Stock	Purchase	180	71.35 EUR
Common Stock	Purchase	322	71.4 EUR
Common Stock	Purchase	516	71.4 EUR
Common Stock	Purchase	158	71.45 EUR
Common Stock	Purchase	1,044	71.45 EUR
Common Stock	Purchase	355	71.5 EUR
Common Stock	Purchase	1,723	71.5 EUR
Common Stock	Purchase	737	71.55 EUR
Common Stock	Purchase	1,507	71.55 EUR
Common Stock	Purchase	360	71.6 EUR
Common Stock	Purchase	1,529	71.6 EUR
Common Stock	Purchase	803	71.65 EUR
Common Stock	Purchase	1,813	71.65 EUR
Common Stock	Purchase	805	71.7 EUR
Common Stock	Purchase	2,247	71.7 EUR
Common Stock	Purchase	612	71.75 EUR
Common Stock	Purchase	3,957	71.75 EUR
Common Stock	Purchase	1,600	71.8 EUR
Common Stock	Purchase	782	71.85 EUR
Common Stock	Purchase	69	71.9 EUR
Common Stock	Purchase	496	71.9 EUR
Common Stock	Purchase	78	71.95 EUR
Common Stock	Purchase	306	71.95 EUR
Common Stock	Purchase	284	71.975 EUR
Common Stock	Purchase	373	72 EUR
Common Stock	Purchase	253	72.05 EUR
Common Stock	Purchase	730	72.05 EUR
Common Stock	Purchase	44	72.1 EUR
Common Stock	Purchase	811	72.1 EUR
Common Stock	Purchase	426	72.15 EUR
Common Stock	Purchase	151	72.2 EUR
Common Stock	Purchase	100	72.3 EUR
Common Stock	Purchase	165	72.3 EUR
Common Stock	Purchase	15	72.35 EUR
Common Stock	Purchase	88	72.35 EUR
Common Stock	Purchase	281	72.4 EUR
Common Stock	Purchase	492	72.45 EUR
Common Stock	Purchase	840	72.5 EUR
Common Stock	Sale	-22	71.35 EUR
Common Stock	Sale	-136	71.4 EUR
Common Stock	Sale	-124	71.4 EUR
Common Stock	Sale	-281	71.45 EUR
Common Stock	Sale	-259	71.45 EUR
Common Stock	Sale	-221	71.475 EUR
Common Stock	Sale	-899	71.5 EUR
Common Stock	Sale	-308	71.5 EUR
Common Stock	Sale	-429	71.55 EUR
Common Stock	Sale	-155	71.55 EUR
Common Stock	Sale	-221	71.575 EUR
Common Stock	Sale	-1,701	71.6 EUR
Common Stock	Sale	-697	71.6 EUR
Common Stock	Sale	-577	71.625 EUR
Common Stock	Sale	-749	71.65 EUR
Common Stock	Sale	-460	71.65 EUR
Common Stock	Sale	-310	71.675 EUR
Common Stock	Sale	-1,377	71.6875 EUR
Common Stock	Sale	-2,012	71.7 EUR
Common Stock	Sale	-312	71.7 EUR
Common Stock	Sale	-783	71.725 EUR
Common Stock	Sale	-1,675	71.75 EUR
Common Stock	Sale	-285	71.75 EUR
Common Stock	Sale	-402	71.8 EUR
Common Stock	Sale	-15	71.8 EUR
Common Stock	Sale	-140	71.825 EUR
Common Stock	Sale	-540	71.85 EUR
Common Stock	Sale	-34	71.85 EUR
Common Stock	Sale	-381	71.9 EUR
Common Stock	Sale	-30	71.9 EUR
Common Stock	Sale	-896	71.95 EUR
Common Stock	Sale	-117	71.95 EUR
Common Stock	Sale	-634	72 EUR
Common Stock	Sale	-141	72 EUR
Common Stock	Sale	-1,184	72.05 EUR
Common Stock	Sale	-75	72.05 EUR
Common Stock	Sale	-230	72.075 EUR
Common Stock	Sale	-36	72.1 EUR
Common Stock	Sale	-25	72.1 EUR
Common Stock	Sale	-144	72.125 EUR
Common Stock	Sale	-358	72.15 EUR
Common Stock	Sale	-174	72.175 EUR
Common Stock	Sale	-238	72.2 EUR
Common Stock	Sale	-74	72.25 EUR
Common Stock	Sale	-42	72.3 EUR
Common Stock	Sale	-351	72.35 EUR
Common Stock	Sale	-1,035	72.4 EUR
Common Stock	Sale	-80	72.4 EUR
Common Stock	Sale	-155	72.425 EUR
Common Stock	Sale	-204	72.45 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	75	71.6 EUR
Common Stock	CFD	Increasing long position	448	71.651004 EUR
Common Stock	CFD	Increasing short position	-5,367	71.82156 EUR
Common Stock	CFD	Opening/Closing a position	-2,313	71.530458 EUR
Common Stock	CFD	Opening/Closing a position	44	71.6 EUR
Common Stock	CFD	Opening/Closing a position	-994	71.82156 EUR
Common Stock	CFD	Opening/Closing a position	3,263	71.830647 EUR
Common Stock	CFD	Reducing long position	-27	71.511111 EUR
Common Stock	CFD	Reducing short position	600	71.71116667 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	-800	70 EUR	American	15/11/2019	2.2 EUR
Common	Call Option	Writing	-200	76 EUR	American	18/10/2019	0.55 EUR
Common	Call Option	Writing	-100	76 EUR	American	18/10/2019	0.6 EUR
Common	Call Option	Writing	-100	74 EUR	American	18/10/2019	1 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:	07 October, 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 N.V

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	-2000	70 EUR	American	15/11/2019
Common	Put Option	Purchased	-1000	70 EUR	American	18/10/2019
Common	Call Option	Written	-100	74 EUR	American	15/11/2019
Common	Put Option	Written	200	74 EUR	American	15/11/2019
Common	Call Option	Purchased	200	64 EUR	American	15/11/2019
Common	Put Option	Purchased	-600	64 EUR	American	15/11/2019
Common	Call Option	Purchased	100	78 EUR	American	15/11/2019
Common	Call Option	Written	-400	90 EUR	American	15/11/2019
Common	Call Option	Written	-400	86 EUR	American	15/11/2019
Common	Put Option	Purchased	-100	86 EUR	American	15/11/2019
Common	Call Option	Purchased	800	72 EUR	American	15/11/2019
Common	Put Option	Purchased	-100	88 EUR	American	15/11/2019
Common	Call Option	Written	-1000	84 EUR	American	15/11/2019
Common	Call Option	Purchased	100	92 EUR	American	15/11/2019
Common	Put Option	Purchased	-2300	84 EUR	American	15/11/2019
Common	Put Option	Purchased	-1600	68 EUR	American	15/11/2019
Common	Call Option	Purchased	3600	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-1700	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-1000	72 EUR	American	15/11/2019
Common	Call Option	Written	-100	88 EUR	American	15/11/2019
Common	Put Option	Purchased	-100	82 EUR	American	15/11/2019
Common	Put Option	Purchased	-200	76 EUR	American	15/11/2019
Common	Call Option	Purchased	1100	96 EUR	American	15/11/2019
Common	Call Option	Written	-100	74 EUR	American	18/10/2019
Common	Put Option	Purchased	-500	74 EUR	American	18/10/2019
Common	Call Option	Written	-500	90 EUR	American	18/10/2019
Common	Call Option	Written	-100	94 EUR	American	18/10/2019
Common	Put Option	Purchased	-100	100 EUR	American	18/10/2019
Common	Call Option	Purchased	1800	64 EUR	American	18/10/2019
Common	Call Option	Written	-2400	86 EUR	American	18/10/2019
Common	Put Option	Purchased	-2500	86 EUR	American	18/10/2019
Common	Call Option	Written	-200	96 EUR	American	18/10/2019
Common	Put Option	Written	600	76 EUR	American	18/10/2019
Common	Call Option	Written	-100	72 EUR	American	18/10/2019
Common	Call Option	Purchased	700	76 EUR	American	18/10/2019
Common	Call Option	Written	-100	84 EUR	American	18/10/2019
Common	Put Option	Purchased	-1000	82 EUR	American	18/10/2019
Common	Call Option	Purchased	100	82 EUR	American	18/10/2019
Common	Call Option	Written	-200	92 EUR	American	18/10/2019
Common	Call Option	Written	-1200	80 EUR	American	18/10/2019
Common	Put Option	Purchased	-1000	68 EUR	American	18/10/2019
Common	Call Option	Written	-1400	88 EUR	American	18/10/2019
Common	Call Option	Written	-900	78 EUR	American	18/10/2019
Common	Put Option	Purchased	-600	84 EUR	American	18/10/2019
Common	Put Option	Purchased	-1600	80 EUR	American	18/10/2019
Common	Put Option	Purchased	-1400	72 EUR	American	18/10/2019

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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