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Form 8.3 - Takeaway.com N.V.

18 Nov 2019 15:00

RNS Number : 7480T

Citadel Group

18 November 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	15 November, 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:	280,710	0.46	207,086	0.34
(2) Cash-settled derivatives:	21,679	0.04	45,611	0.07
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	5,600	0.01	68,200	0.11
TOTAL:	307,989	0.50	320,897	0.52

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	6	77.85 EUR
Common Stock	Purchase	477	77.9 EUR
Common Stock	Purchase	357	77.95 EUR
Common Stock	Purchase	225	78 EUR
Common Stock	Purchase	737	78.05 EUR
Common Stock	Purchase	800	78.1 EUR
Common Stock	Purchase	863	78.15 EUR
Common Stock	Purchase	427	78.1637 EUR
Common Stock	Purchase	758	78.175 EUR
Common Stock	Purchase	1,512	78.2 EUR
Common Stock	Purchase	949	78.25 EUR
Common Stock	Purchase	190	78.3 EUR
Common Stock	Purchase	1,298	78.3 EUR
Common Stock	Purchase	732	78.35 EUR
Common Stock	Purchase	487	78.4 EUR
Common Stock	Purchase	7	78.45 EUR
Common Stock	Purchase	1,858	78.45 EUR
Common Stock	Purchase	2,950	78.478966 EUR
Common Stock	Purchase	718	78.5 EUR
Common Stock	Purchase	16,286	78.525 EUR
Common Stock	Purchase	323	78.55 EUR
Common Stock	Purchase	1,608	78.55 EUR
Common Stock	Purchase	7	78.6 EUR
Common Stock	Purchase	2,273	78.6 EUR
Common Stock	Purchase	2,153	78.625 EUR
Common Stock	Purchase	3,423	78.65 EUR
Common Stock	Purchase	227	78.6625 EUR
Common Stock	Purchase	233	78.7 EUR
Common Stock	Purchase	6,529	78.7 EUR
Common Stock	Purchase	462	78.75 EUR
Common Stock	Purchase	4,746	78.75 EUR
Common Stock	Purchase	300	78.8 EUR
Common Stock	Purchase	6,916	78.8 EUR
Common Stock	Purchase	695	78.85 EUR
Common Stock	Purchase	4,658	78.85 EUR
Common Stock	Purchase	70	78.9 EUR
Common Stock	Purchase	3,578	78.9 EUR
Common Stock	Purchase	190	78.925 EUR
Common Stock	Purchase	133	78.95 EUR
Common Stock	Purchase	2,279	78.95 EUR
Common Stock	Purchase	17	79 EUR
Common Stock	Purchase	1,740	79 EUR
Common Stock	Purchase	75	79.05 EUR
Common Stock	Purchase	423	79.05 EUR
Common Stock	Purchase	385	79.1 EUR
Common Stock	Sale	-91	77.9 EUR
Common Stock	Sale	-669	77.95 EUR
Common Stock	Sale	-478	77.975 EUR
Common Stock	Sale	-516	78 EUR
Common Stock	Sale	-634	78.05 EUR
Common Stock	Sale	-1,218	78.1 EUR
Common Stock	Sale	-1,426	78.15 EUR
Common Stock	Sale	-209	78.15 EUR
Common Stock	Sale	-169	78.2 EUR
Common Stock	Sale	-845	78.25 EUR
Common Stock	Sale	-887	78.3 EUR
Common Stock	Sale	-348	78.35 EUR
Common Stock	Sale	-1,055	78.4 EUR
Common Stock	Sale	-635	78.4 EUR
Common Stock	Sale	-1,883	78.45 EUR
Common Stock	Sale	-1,902	78.5 EUR
Common Stock	Sale	-2,916	78.55 EUR
Common Stock	Sale	-9	78.55 EUR
Common Stock	Sale	-3,792	78.6 EUR
Common Stock	Sale	-699	78.6 EUR
Common Stock	Sale	-5,965	78.65 EUR
Common Stock	Sale	-55	78.65 EUR
Common Stock	Sale	-7,043	78.7 EUR
Common Stock	Sale	-179	78.7 EUR
Common Stock	Sale	-2,493	78.75 EUR
Common Stock	Sale	-94	78.75 EUR
Common Stock	Sale	-1,325	78.8 EUR
Common Stock	Sale	-994	78.8 EUR
Common Stock	Sale	-1,847	78.85 EUR
Common Stock	Sale	-205	78.875 EUR
Common Stock	Sale	-1,034	78.9 EUR
Common Stock	Sale	-1,270	78.95 EUR
Common Stock	Sale	-160	79 EUR
Common Stock	Sale	-46	79.05 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 short position	7,519	78.637298 EUR
Common Stock	CFD	Closing short position	1,628	78.683816 EUR
Common Stock	CFD	Opening/Closing a position	-257	78.514689 EUR
Common Stock	CFD	Opening/Closing a position	-339	78.580973 EUR
Common Stock	CFD	Opening/Closing a position	596	78.683816 EUR
Common Stock	CFD	Reducing short position	378	78.683816 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	-500	70 EUR	American	20/12/2019	0.45 EUR
Common	Put Option	Purchasing	-100	70 EUR	American	20/12/2019	0.47 EUR
Common	Call Option	Purchasing	100	84 EUR	American	20/12/2019	0.65 EUR
Common	Put Option	Purchasing	-200	72 EUR	American	20/12/2019	0.66 EUR
Common	Put Option	Purchasing	-100	72 EUR	American	20/12/2019	0.8 EUR
Common	Call Option	Purchasing	1,000	84 EUR	American	20/12/2019	0.9 EUR
Common	Put Option	Purchasing	-100	70 EUR	American	17/01/2020	1.07 EUR
Common	Put Option	Purchasing	-1,400	76 EUR	American	20/12/2019	1.5 EUR
Common	Put Option	Purchasing	-100	76 EUR	American	20/12/2019	1.6 EUR
Common	Call Option	Purchasing	3,000	80 EUR	American	20/12/2019	1.75 EUR
Common	Call Option	Purchasing	100	80 EUR	American	20/12/2019	1.84 EUR
Common	Call Option	Purchasing	100	80 EUR	American	20/12/2019	1.93 EUR
Common	Call Option	Purchasing	400	80 EUR	American	20/12/2019	1.95 EUR
Common	Call Option	Purchasing	500	80 EUR	American	20/12/2019	2 EUR
Common	Put Option	Purchasing	-100	78 EUR	American	20/12/2019	2.31 EUR
Common	Call Option	Purchasing	1,000	80 EUR	American	17/01/2020	3.1 EUR
Common	Call Option	Purchasing	100	76 EUR	American	17/01/2020	4.75 EUR
Common	Call Option	Purchasing	300	74 EUR	American	20/12/2019	5.8 EUR
Common	Call Option	Purchasing	100	68 EUR	American	17/01/2020	11.45 EUR
Common	Call Option	Writing	-500	80 EUR	American	15/11/2019	0.12 EUR
Common	Call Option	Writing	-100	78 EUR	American	15/11/2019	0.49 EUR
Common	Call Option	Writing	-1,100	78 EUR	American	17/01/2020	4 EUR
Common	Call Option	Writing	-200	78 EUR	American	17/01/2020	4.05 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	-600	60 EUR
Common	Call Option	Exercise	-5,000	64 EUR
Common	Call Option	Exercise	-900	68 EUR
Common	Call Option	Exercise	-800	70 EUR
Common	Call Option	Exercise	-7,800	72 EUR
Common	Call Option	Exercise	-72,200	74 EUR
Common	Call Option	Exercise	-7,900	76 EUR
Common	Put Option	Exercise	2,000	80 EUR
Common	Put Option	Exercise	200	82 EUR
Common	Put Option	Exercise	2,300	84 EUR
Common	Put Option	Exercise	100	86 EUR
Common	Put Option	Exercise	100	88 EUR
Common	Call Option	Exercised against	6,200	78 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:	18 November, 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	Put Option	Purchased	-200	78 EUR	American	20/12/2019
Common	Call Option	Purchased	200	78 EUR	American	20/12/2019
Common	Put Option	Purchased	-100	78 EUR	American	17/01/2020
Common	Call Option	Written	-3100	78 EUR	American	17/01/2020
Common	Call Option	Written	-100	88 EUR	American	17/01/2020
Common	Call Option	Purchased	200	68 EUR	American	17/01/2020
Common	Put Option	Written	300	74 EUR	American	20/12/2019
Common	Call Option	Purchased	1400	74 EUR	American	20/12/2019
Common	Put Option	Purchased	-13200	68 EUR	American	20/12/2019
Common	Call Option	Written	-900	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-1500	76 EUR	American	20/12/2019
Common	Put Option	Purchased	-2200	80 EUR	American	20/12/2019
Common	Put Option	Purchased	-1000	60 EUR	American	17/01/2020
Common	Put Option	Purchased	-700	72 EUR	American	20/12/2019
Common	Call Option	Purchased	700	84 EUR	American	17/01/2020
Common	Call Option	Written	-5400	80 EUR	American	17/01/2020
Common	Put Option	Purchased	-1500	70 EUR	American	20/12/2019
Common	Put Option	Purchased	-100	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-600	84 EUR	American	17/01/2020
Common	Put Option	Purchased	-19800	64 EUR	American	20/12/2019
Common	Put Option	Purchased	-5900	64 EUR	American	17/01/2020
Common	Call Option	Purchased	200	70 EUR	American	17/01/2020
Common	Call Option	Written	-4800	84 EUR	American	20/12/2019
Common	Put Option	Purchased	-3500	68 EUR	American	17/01/2020
Common	Call Option	Written	-500	76 EUR	American	20/12/2019
Common	Put Option	Purchased	-300	84 EUR	American	20/12/2019
Common	Put Option	Purchased	-1600	72 EUR	American	17/01/2020
Common	Call Option	Purchased	100	72 EUR	American	17/01/2020
Common	Put Option	Purchased	-500	70 EUR	American	17/01/2020
Common	Call Option	Purchased	2500	80 EUR	American	20/12/2019
Common	Call Option	Written	-700	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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