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Form 8.3 - Takeaway.com N.V.

7 Jan 2020 15:00

RNS Number : 9992Y

Citadel Group

07 January 2020

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	06 January, 2020
(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:	28,500,000	11.40	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:	28,500,000	11.40	0	0.00

Class of relevant security:	Common Stock ISIN NL0012015705
	Interests		Short Positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	34,811	0.06	277,861	0.45
(2) Cash-settled derivatives:	50,996	0.08	15,911	0.03
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	64,400	0.11	78,300	0.13
TOTAL:	150,207	0.25	372,072	0.61

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	418	83.6 EUR
Common Stock	Purchase	60	83.7 EUR
Common Stock	Purchase	195	83.8 EUR
Common Stock	Purchase	248	83.85 EUR
Common Stock	Purchase	351	83.9 EUR
Common Stock	Purchase	341	83.95 EUR
Common Stock	Purchase	2,190	83.95 EUR
Common Stock	Purchase	7,936	84 EUR
Common Stock	Purchase	56	84.025 EUR
Common Stock	Purchase	49	84.05 EUR
Common Stock	Purchase	675	84.05 EUR
Common Stock	Purchase	295	84.075 EUR
Common Stock	Purchase	662	84.1 EUR
Common Stock	Purchase	1,943	84.1 EUR
Common Stock	Purchase	1,769	84.125 EUR
Common Stock	Purchase	4,113	84.15 EUR
Common Stock	Purchase	1,016	84.175 EUR
Common Stock	Purchase	639	84.2 EUR
Common Stock	Purchase	5,209	84.2 EUR
Common Stock	Purchase	200	84.2125 EUR
Common Stock	Purchase	384	84.225 EUR
Common Stock	Purchase	1,168	84.25 EUR
Common Stock	Purchase	6,570	84.25 EUR
Common Stock	Purchase	1,313	84.3 EUR
Common Stock	Purchase	1,828	84.3 EUR
Common Stock	Purchase	424	84.325 EUR
Common Stock	Purchase	698	84.35 EUR
Common Stock	Purchase	2,769	84.35 EUR
Common Stock	Purchase	205	84.4 EUR
Common Stock	Purchase	3,607	84.4 EUR
Common Stock	Purchase	10,068	84.4 EUR
Common Stock	Purchase	1,033	84.45 EUR
Common Stock	Purchase	976	84.5 EUR
Common Stock	Purchase	1,630	84.55 EUR
Common Stock	Purchase	1,220	84.6 EUR
Common Stock	Purchase	1,910	84.6 EUR
Common Stock	Purchase	1,435	84.65 EUR
Common Stock	Purchase	1,609	84.7 EUR
Common Stock	Purchase	887	84.75 EUR
Common Stock	Purchase	3,463	84.8 EUR
Common Stock	Purchase	1,690	84.85 EUR
Common Stock	Purchase	314	84.9 EUR
Common Stock	Sale	-337	83.65 EUR
Common Stock	Sale	-509	83.7 EUR
Common Stock	Sale	-663	83.75 EUR
Common Stock	Sale	-486	83.75 EUR
Common Stock	Sale	-269	83.8 EUR
Common Stock	Sale	-970	83.85 EUR
Common Stock	Sale	-924	83.9 EUR
Common Stock	Sale	-573	83.9 EUR
Common Stock	Sale	-800	83.925 EUR
Common Stock	Sale	-2,413	83.95 EUR
Common Stock	Sale	-1,106	83.95 EUR
Common Stock	Sale	-4,235	84 EUR
Common Stock	Sale	-1,361	84 EUR
Common Stock	Sale	-3,992	84.05 EUR
Common Stock	Sale	-400	84.05 EUR
Common Stock	Sale	-4,636	84.1 EUR
Common Stock	Sale	-762	84.1 EUR
Common Stock	Sale	-6,569	84.15 EUR
Common Stock	Sale	-477	84.15 EUR
Common Stock	Sale	-4,149	84.2 EUR
Common Stock	Sale	-297	84.2 EUR
Common Stock	Sale	-2,094	84.25 EUR
Common Stock	Sale	-1,299	84.3 EUR
Common Stock	Sale	-367	84.3 EUR
Common Stock	Sale	-1,754	84.35 EUR
Common Stock	Sale	-122	84.35 EUR
Common Stock	Sale	-354	84.375 EUR
Common Stock	Sale	-650	84.4 EUR
Common Stock	Sale	-138	84.4 EUR
Common Stock	Sale	-560	84.45 EUR
Common Stock	Sale	-15	84.475 EUR
Common Stock	Sale	-840	84.5 EUR
Common Stock	Sale	-60	84.5 EUR
Common Stock	Sale	-168	84.525 EUR
Common Stock	Sale	-2,493	84.55 EUR
Common Stock	Sale	-143	84.55 EUR
Common Stock	Sale	-343	84.575 EUR
Common Stock	Sale	-1,875	84.6 EUR
Common Stock	Sale	-147	84.6 EUR
Common Stock	Sale	-4,950	84.614485 EUR
Common Stock	Sale	-194	84.625 EUR
Common Stock	Sale	-2,120	84.65 EUR
Common Stock	Sale	-140	84.65 EUR
Common Stock	Sale	-833	84.675 EUR
Common Stock	Sale	-455	84.7 EUR
Common Stock	Sale	-25	84.725 EUR
Common Stock	Sale	-176	84.75 EUR
Common Stock	Sale	-553	84.8 EUR
Common Stock	Sale	-10	84.825 EUR
Common Stock	Sale	-576	84.85 EUR
Common Stock	Sale	-265	84.85 EUR
Common Stock	Sale	-267	84.9 EUR
Common Stock	Sale	-365	84.95 EUR
Common Stock	Sale	-7	84.975 EUR
Common Stock	Sale	-236	85 EUR
Common Stock	Sale	-10	85.05 EUR

Class of relevant security

ISIN XS1940192039

Purchase/sale

Number of securities

Price per unit

Convertible Bond

Sale

-1,000,000

140 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 short position	-7,807	84.157321 EUR
Common Stock	CFD	Opening short position	-1,685	84.170208 EUR
Common Stock	CFD	Opening/Closing a position	-4,798	84.157321 EUR
Common Stock	CFD	Opening/Closing a position	3,721	84.423072 EUR
Common Stock	CFD	Opening/Closing a position	831	84.501083 EUR
Common Stock	CFD	Opening/Closing a position	246	84.85 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	-600	78 EUR	American	17/01/2020	0.6 EUR
Common	Put Option	Purchasing	-1,200	72 EUR	American	21/02/2020	0.9 EUR
Common	Put Option	Purchasing	-700	72 EUR	American	21/02/2020	1 EUR
Common	Call Option	Purchasing	100	90 EUR	American	21/02/2020	2.1 EUR
Common	Call Option	Purchasing	100	88 EUR	American	21/02/2020	3.15 EUR
Common	Call Option	Purchasing	500	86 EUR	American	21/02/2020	3.8 EUR
Common	Call Option	Purchasing	100	76 EUR	American	21/02/2020	9.8 EUR
Common	Call Option	Writing	-2,800	88 EUR	American	17/01/2020	1.1 EUR
Common	Call Option	Writing	-2,000	96 EUR	American	21/02/2020	1.3 EUR
Common	Call Option	Writing	-3,000	96 EUR	American	21/02/2020	1.4 EUR
Common	Put Option	Writing	100	82 EUR	American	17/01/2020	1.55 EUR
Common	Call Option	Writing	-1,000	92 EUR	American	21/02/2020	2.2 EUR
Common	Put Option	Writing	300	86 EUR	American	21/02/2020	5.9 EUR
Common	Call Option	Writing	-100	80 EUR	American	21/02/2020	6.9 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 January, 2020
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	Purchased	700	90 EUR	American	21/02/2020
Common	Call Option	Purchased	4300	90 EUR	American	17/01/2020
Common	Call Option	Purchased	200	100 EUR	American	17/01/2020
Common	Call Option	Purchased	1000	86 EUR	American	21/02/2020
Common	Put Option	Written	2300	86 EUR	American	21/02/2020
Common	Put Option	Written	5100	78 EUR	American	21/02/2020
Common	Call Option	Written	-500	78 EUR	American	21/02/2020
Common	Call Option	Written	-1100	88 EUR	American	21/02/2020
Common	Put Option	Purchased	-1000	88 EUR	American	21/02/2020
Common	Call Option	Purchased	19200	72 EUR	American	21/02/2020
Common	Call Option	Written	-900	82 EUR	American	21/02/2020
Common	Put Option	Purchased	-1700	68 EUR	American	21/02/2020
Common	Put Option	Written	1900	82 EUR	American	21/02/2020
Common	Call Option	Purchased	2200	92 EUR	American	21/02/2020
Common	Call Option	Written	-5400	96 EUR	American	21/02/2020
Common	Put Option	Written	4900	80 EUR	American	21/02/2020
Common	Put Option	Purchased	-7300	72 EUR	American	21/02/2020
Common	Put Option	Written	500	76 EUR	American	21/02/2020
Common	Put Option	Purchased	-400	84 EUR	American	21/02/2020
Common	Call Option	Written	-2100	76 EUR	American	21/02/2020
Common	Call Option	Written	-3800	80 EUR	American	21/02/2020
Common	Call Option	Purchased	1700	84 EUR	American	21/02/2020
Common	Call Option	Purchased	800	86 EUR	American	17/01/2020
Common	Put Option	Purchased	-600	86 EUR	American	17/01/2020
Common	Call Option	Written	-1700	96 EUR	American	17/01/2020
Common	Call Option	Written	-2100	82 EUR	American	17/01/2020
Common	Put Option	Purchased	-1900	82 EUR	American	17/01/2020
Common	Call Option	Written	-700	92 EUR	American	17/01/2020
Common	Put Option	Purchased	-100	92 EUR	American	17/01/2020
Common	Put Option	Purchased	-1300	78 EUR	American	17/01/2020
Common	Call Option	Written	-5000	78 EUR	American	17/01/2020
Common	Call Option	Purchased	4400	88 EUR	American	17/01/2020
Common	Call Option	Purchased	200	68 EUR	American	17/01/2020
Common	Call Option	Purchased	1800	74 EUR	American	17/01/2020
Common	Call Option	Purchased	2100	84 EUR	American	17/01/2020
Common	Call Option	Written	-5900	80 EUR	American	17/01/2020
Common	Put Option	Purchased	-2700	80 EUR	American	17/01/2020
Common	Put Option	Purchased	-4400	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-3400	84 EUR	American	17/01/2020
Common	Put Option	Purchased	-5900	64 EUR	American	17/01/2020
Common	Call Option	Purchased	400	70 EUR	American	17/01/2020
Common	Put Option	Purchased	-3900	68 EUR	American	17/01/2020
Common	Put Option	Purchased	-5800	72 EUR	American	17/01/2020
Common	Put Option	Written	9600	76 EUR	American	17/01/2020
Common	Call Option	Purchased	1100	72 EUR	American	17/01/2020
Common	Put Option	Purchased	-7800	70 EUR	American	17/01/2020
Common	Call Option	Written	-900	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

RETUBORRROUARAR

Date		Source	Headline
28th Feb 2020	4:35 pm	RNS	Total Voting Rights
20th Feb 2020	3:51 pm	RNS	Statement re. Share Dealing by Directors
17th Feb 2020	11:29 am	RNS	Holding(s) in Company
12th Feb 2020	9:15 am	RNS	Holding(s) in Company
11th Feb 2020	11:32 am	RNS	Holding(s) in Company
7th Feb 2020	10:10 am	RNS	Form 8.3 - Just Eat Plc
6th Feb 2020	2:48 pm	RNS	Holding(s) in Company
4th Feb 2020	1:48 pm	RNS	Article 19 Notification
4th Feb 2020	11:26 am	RNS	Holding(s) in Company
3rd Feb 2020	7:28 am	RNS	Statement re Suspension of Listing and Trading
3rd Feb 2020	7:00 am	RNS	Commencement of trading shares on the LSE
31st Jan 2020	6:00 pm	RNS	Just Eat
31st Jan 2020	5:28 pm	RNS	Statement re Intention to De-List and CMA update
31st Jan 2020	4:35 pm	RNS	Total Voting Rights
31st Jan 2020	3:51 pm	RNS	Offer Update
28th Jan 2020	1:59 pm	RNS	Helen Weir Greencore Appointment
28th Jan 2020	7:00 am	RNS	Statement re Trading Update and McDonald's
27th Jan 2020	11:08 am	RNS	Form 8.3 - JUST EAT PLC
24th Jan 2020	4:45 pm	RNS	Rule 2.9 Announcement
24th Jan 2020	3:25 pm	RNS	Form 8.3 - JUST EAT PLC
24th Jan 2020	8:04 am	RNS	Statement re Announcements by CMA and Takeaway.com
24th Jan 2020	7:00 am	RNS	Update on expected timetable
23rd Jan 2020	5:15 pm	RNS	Statement re possible CMA merger investigation
22nd Jan 2020	7:00 am	RNS	Expected Timeline
21st Jan 2020	12:12 pm	RNS	Form 8.3 - JUST EAT plc
20th Jan 2020	2:04 pm	RNS	Form 8.3 - JUST EAT plc
17th Jan 2020	4:45 pm	RNS	Rule 2.9 Announcement
17th Jan 2020	4:42 pm	RNS	Holding(s) in Company
16th Jan 2020	2:00 pm	RNS	Form 8.3 - JUST EAT PLC
16th Jan 2020	2:00 pm	RNS	Form 8.3 - Takeaway.com N.V.
16th Jan 2020	10:00 am	RNS	Holding(s) in Company
15th Jan 2020	2:00 pm	RNS	Form 8.3 - Takeaway.com N.V.
15th Jan 2020	8:45 am	RNS	Form 8.3 - Just Eat Plc
14th Jan 2020	3:59 pm	RNS	Form 8.3 - JUST EAT PLC
14th Jan 2020	2:33 pm	RNS	Form 8.5 (EPT/RI) - Replacement of JUST EAT PLC
13th Jan 2020	3:30 pm	BUS	Form 8.3 - Just Eat plc
13th Jan 2020	3:21 pm	RNS	Form 8.5 (EPT/RI) - Amendment
13th Jan 2020	3:20 pm	RNS	Form 8.5 (EPT/RI) - Amendment
13th Jan 2020	3:20 pm	RNS	Form 8.3 - Just Eat plc
13th Jan 2020	3:19 pm	RNS	Form 8.3 - JUST EAT PLC
13th Jan 2020	3:13 pm	BUS	Form 8.3 - Just Eat plc - Amendment
13th Jan 2020	3:11 pm	BUS	Form 8.3 - Just Eat Plc
13th Jan 2020	2:57 pm	RNS	Form 8.5 (EPT/RI) - Replacement of JUST EAT PLC
13th Jan 2020	2:36 pm	RNS	Form 8.5 (EPT/RI) - Amendment
13th Jan 2020	2:26 pm	RNS	Form 8.5 (EPT/RI) - Amendment
13th Jan 2020	2:22 pm	RNS	Form 8.5 (EPT/RI) - Amendment
13th Jan 2020	2:20 pm	RNS	Form 8.5 (EPT/RI) - Amendment
13th Jan 2020	2:20 pm	RNS	Form 8.5 (EPT/RI) - Amendment
13th Jan 2020	2:18 pm	RNS	Form 8.5 (EPT/RI) - Amendment
13th Jan 2020	11:21 am	RNS	Form 8.5 (EPT/RI)Just Eat plc Replacement

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