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Form 8.3 - Takeaway.com N.V.

17 Sep 2019 15:00

RNS Number : 5938M

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 September, 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:	152,701	0.25	535,810	0.88
(2) Cash-settled derivatives:	48,169	0.08	44,805	0.07
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	13,200	0.02	65,800	0.11
TOTAL:	214,070	0.35	646,415	1.06

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	51	73.6 EUR
Common Stock	Purchase	175	73.6 EUR
Common Stock	Purchase	511	73.65 EUR
Common Stock	Purchase	306	73.7 EUR
Common Stock	Purchase	3,030	73.7 EUR
Common Stock	Purchase	450	73.75 EUR
Common Stock	Purchase	718	73.8 EUR
Common Stock	Purchase	609	73.85 EUR
Common Stock	Purchase	685	73.9 EUR
Common Stock	Purchase	201	73.95 EUR
Common Stock	Purchase	58	74 EUR
Common Stock	Purchase	114	74 EUR
Common Stock	Purchase	320	74.05 EUR
Common Stock	Purchase	28	74.1 EUR
Common Stock	Purchase	41	74.15 EUR
Common Stock	Purchase	226	74.15 EUR
Common Stock	Purchase	831	74.2 EUR
Common Stock	Purchase	119	74.25 EUR
Common Stock	Purchase	189	74.25 EUR
Common Stock	Purchase	408	74.3 EUR
Common Stock	Purchase	276	74.35 EUR
Common Stock	Purchase	603	74.35 EUR
Common Stock	Purchase	94	74.4 EUR
Common Stock	Purchase	2,036	74.4 EUR
Common Stock	Purchase	101	74.45 EUR
Common Stock	Purchase	4,194	74.45 EUR
Common Stock	Purchase	2,404	74.5 EUR
Common Stock	Purchase	640	74.55 EUR
Common Stock	Purchase	2,813	74.55 EUR
Common Stock	Purchase	4,324	74.6 EUR
Common Stock	Purchase	79	74.65 EUR
Common Stock	Purchase	5,496	74.65 EUR
Common Stock	Purchase	141	74.7 EUR
Common Stock	Purchase	4,632	74.7 EUR
Common Stock	Purchase	17	74.75 EUR
Common Stock	Purchase	2,895	74.75 EUR
Common Stock	Purchase	167	74.8 EUR
Common Stock	Purchase	2,050	74.8 EUR
Common Stock	Purchase	120	74.825 EUR
Common Stock	Purchase	49	74.85 EUR
Common Stock	Purchase	2,159	74.85 EUR
Common Stock	Purchase	69	74.9 EUR
Common Stock	Purchase	1,024	74.9 EUR
Common Stock	Purchase	52	74.95 EUR
Common Stock	Purchase	490	74.95 EUR
Common Stock	Purchase	567	75 EUR
Common Stock	Purchase	254	75.05 EUR
Common Stock	Purchase	60	75.3 EUR
Common Stock	Purchase	65	75.35 EUR
Common Stock	Purchase	154	75.4 EUR
Common Stock	Purchase	146	75.45 EUR
Common Stock	Purchase	18	75.6 EUR
Common Stock	Purchase	39	75.8 EUR
Common Stock	Sale	-35	73.6 EUR
Common Stock	Sale	-58	73.65 EUR
Common Stock	Sale	-292	73.7 EUR
Common Stock	Sale	-205	73.7 EUR
Common Stock	Sale	-1,306	73.75 EUR
Common Stock	Sale	-514	73.75 EUR
Common Stock	Sale	-299	73.8 EUR
Common Stock	Sale	-564	73.85 EUR
Common Stock	Sale	-47	73.85 EUR
Common Stock	Sale	-198	73.9 EUR
Common Stock	Sale	-119	73.925 EUR
Common Stock	Sale	-119	73.95 EUR
Common Stock	Sale	-16	74 EUR
Common Stock	Sale	-620	74.05 EUR
Common Stock	Sale	-320	74.1 EUR
Common Stock	Sale	-1,656	74.15 EUR
Common Stock	Sale	-1,056	74.2 EUR
Common Stock	Sale	-294	74.2 EUR
Common Stock	Sale	-455	74.25 EUR
Common Stock	Sale	-595	74.3 EUR
Common Stock	Sale	-1,580	74.35 EUR
Common Stock	Sale	-198	74.375 EUR
Common Stock	Sale	-1,179	74.4 EUR
Common Stock	Sale	-253	74.4 EUR
Common Stock	Sale	-46	74.425 EUR
Common Stock	Sale	-2,505	74.45 EUR
Common Stock	Sale	-1,000	74.45 EUR
Common Stock	Sale	-240	74.475 EUR
Common Stock	Sale	-3,917	74.5 EUR
Common Stock	Sale	-573	74.525 EUR
Common Stock	Sale	-4,073	74.55 EUR
Common Stock	Sale	-1,274	74.6 EUR
Common Stock	Sale	-10	74.6 EUR
Common Stock	Sale	-2,654	74.65 EUR
Common Stock	Sale	-581	74.65 EUR
Common Stock	Sale	-3,110	74.7 EUR
Common Stock	Sale	-108	74.7 EUR
Common Stock	Sale	-68	74.725 EUR
Common Stock	Sale	-2,391	74.75 EUR
Common Stock	Sale	-33	74.75 EUR
Common Stock	Sale	-2,406	74.8 EUR
Common Stock	Sale	-2,491	74.85 EUR
Common Stock	Sale	-99	74.85 EUR
Common Stock	Sale	-2,441	74.9 EUR
Common Stock	Sale	-2,304	74.95 EUR
Common Stock	Sale	-3,128	75 EUR
Common Stock	Sale	-1,332	75.05 EUR
Common Stock	Sale	-60	75.1 EUR
Common Stock	Sale	-14	75.25 EUR
Common Stock	Sale	-637	75.3 EUR
Common Stock	Sale	-494	75.35 EUR
Common Stock	Sale	-90	75.35 EUR
Common Stock	Sale	-494	75.4 EUR
Common Stock	Sale	-11	75.4 EUR
Common Stock	Sale	-271	75.45 EUR
Common Stock	Sale	-50	75.45 EUR
Common Stock	Sale	-300	75.5 EUR
Common Stock	Sale	-22	75.55 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 short position	-1,809	74 EUR
Common Stock	CFD	Increasing short position	-12,726	74.415072 EUR
Common Stock	CFD	Increasing short position	-1,761	74.430707 EUR
Common Stock	CFD	Increasing short position	-1,200	74.46395833 EUR
Common Stock	CFD	Increasing short position	-4,028	74.689331 EUR
Common Stock	CFD	Opening/Closing a position	262	73.758969 EUR
Common Stock	CFD	Opening/Closing a position	-552	74.430707 EUR
Common Stock	CFD	Opening/Closing a position	290	74.825 EUR
Common Stock	CFD	Reducing short position	62	74.85 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	-1,000	68 EUR	American	18/10/2019	1 EUR
Common	Put Option	Purchasing	-100	68 EUR	American	18/10/2019	1.02 EUR
Common	Put Option	Purchasing	-100	74 EUR	American	20/09/2019	1.41 EUR
Common	Put Option	Writing	600	72 EUR	American	20/09/2019	0.4 EUR
Common	Call Option	Writing	-100	84 EUR	American	18/10/2019	0.66 EUR
Common	Call Option	Writing	-200	86 EUR	American	15/11/2019	1.15 EUR
Common	Call Option	Writing	-1,000	80 EUR	American	18/10/2019	1.35 EUR
Common	Call Option	Writing	-100	80 EUR	American	18/10/2019	1.45 EUR
Common	Call Option	Writing	-100	82 EUR	American	15/11/2019	2.15 EUR
Common	Call Option	Writing	-100	76 EUR	American	15/11/2019	3.49 EUR
Common	Put Option	Writing	200	74 EUR	American	15/11/2019	4.55 EUR
Common	Call Option	Writing	-100	74 EUR	American	15/11/2019	4.55 EUR
Common	Put Option	Writing	100	82 EUR	American	18/10/2019	8.55 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:	17 September, 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 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	Call Option	Written	-200	74 USD	American	15/11/2019
Common	Put Option	Written	200	74 USD	American	15/11/2019
Common	Call Option	Written	-400	90 USD	American	15/11/2019
Common	Call Option	Written	-400	86 USD	American	15/11/2019
Common	Put Option	Purchased	-100	86 USD	American	15/11/2019
Common	Call Option	Written	-100	82 USD	American	15/11/2019
Common	Call Option	Written	-800	76 USD	American	15/11/2019
Common	Call Option	Purchased	100	92 USD	American	15/11/2019
Common	Put Option	Purchased	-2200	84 USD	American	15/11/2019
Common	Put Option	Purchased	-1600	68 USD	American	15/11/2019
Common	Call Option	Purchased	200	80 USD	American	15/11/2019
Common	Put Option	Purchased	-1300	80 USD	American	15/11/2019
Common	Put Option	Purchased	-600	72 USD	American	15/11/2019
Common	Call Option	Written	-100	88 USD	American	15/11/2019
Common	Put Option	Purchased	-100	82 USD	American	15/11/2019
Common	Put Option	Purchased	-100	76 USD	American	15/11/2019
Common	Call Option	Purchased	1100	96 USD	American	15/11/2019
Common	Put Option	Purchased	-1400	74 USD	American	20/09/2019
Common	Put Option	Purchased	-100	74 USD	American	18/10/2019
Common	Call Option	Written	-500	90 USD	American	18/10/2019
Common	Call Option	Written	-100	94 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	Purchased	1800	64 USD	American	18/10/2019
Common	Call Option	Purchased	300	90 USD	American	20/09/2019
Common	Call Option	Written	-2400	86 USD	American	18/10/2019
Common	Put Option	Purchased	-2500	86 USD	American	18/10/2019
Common	Call Option	Written	-200	96 USD	American	18/10/2019
Common	Put Option	Written	600	76 USD	American	18/10/2019
Common	Call Option	Written	-100	72 USD	American	18/10/2019
Common	Put Option	Written	300	78 USD	American	18/10/2019
Common	Call Option	Written	-100	84 USD	American	18/10/2019
Common	Put Option	Purchased	-1000	82 USD	American	18/10/2019
Common	Call Option	Purchased	100	82 USD	American	18/10/2019
Common	Call Option	Written	-200	92 USD	American	18/10/2019
Common	Call Option	Written	-2500	80 USD	American	18/10/2019
Common	Put Option	Purchased	-1200	68 USD	American	18/10/2019
Common	Call Option	Written	-1400	88 USD	American	18/10/2019
Common	Call Option	Written	-1100	78 USD	American	18/10/2019
Common	Put Option	Purchased	-600	84 USD	American	18/10/2019
Common	Put Option	Purchased	-1100	80 USD	American	18/10/2019
Common	Put Option	Purchased	-100	72 USD	American	18/10/2019
Common	Call Option	Written	-400	100 USD	American	20/09/2019
Common	Put Option	Purchased	-2100	86 USD	American	20/09/2019
Common	Call Option	Purchased	300	86 USD	American	20/09/2019
Common	Call Option	Purchased	300	96 USD	American	20/09/2019
Common	Call Option	Purchased	2800	82 USD	American	20/09/2019
Common	Put Option	Purchased	-100	82 USD	American	20/09/2019
Common	Put Option	Purchased	-26300	78 USD	American	20/09/2019
Common	Call Option	Written	-300	76 USD	American	20/09/2019
Common	Call Option	Purchased	600	78 USD	American	20/09/2019
Common	Call Option	Purchased	1000	88 USD	American	20/09/2019
Common	Put Option	Purchased	-2200	84 USD	American	20/09/2019
Common	Call Option	Written	-4300	92 USD	American	20/09/2019
Common	Put Option	Purchased	-400	80 USD	American	20/09/2019
Common	Put Option	Written	2600	72 USD	American	20/09/2019
Common	Call Option	Written	-3400	84 USD	American	20/09/2019
Common	Call Option	Purchased	400	80 USD	American	20/09/2019
Common	Put Option	Written	400	88 USD	American	20/09/2019
Common	Put Option	Purchased	-1600	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

RETUBAKRKRAKARR

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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
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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
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13th Jan 2020	2:20 pm	RNS	Form 8.5 (EPT/RI) - Amendment
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13th Jan 2020	11:21 am	RNS	Form 8.5 (EPT/RI)Just Eat plc Replacement

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