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Form 8.3 - Takeaway.com N.V.

17th Sep 2019 11:19

RNS Number : 6143M

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	03 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:	129,656	0.21	453,165	0.74
(2) Cash-settled derivatives:	62,683	0.10	2	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	11,100	0.02	51,100	0.08
TOTAL:	203,439	0.33	504,267	0.82

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	75	80.9 EUR
Common Stock	Purchase	151	80.95 EUR
Common Stock	Purchase	70	81 EUR
Common Stock	Purchase	679	81 EUR
Common Stock	Purchase	75	81.05 EUR
Common Stock	Purchase	1,350	81.05 EUR
Common Stock	Purchase	190	81.1 EUR
Common Stock	Purchase	414	81.1 EUR
Common Stock	Purchase	187	81.15 EUR
Common Stock	Purchase	4,050	81.15 EUR
Common Stock	Purchase	438	81.2 EUR
Common Stock	Purchase	1,529	81.2 EUR
Common Stock	Purchase	266	81.25 EUR
Common Stock	Purchase	852	81.25 EUR
Common Stock	Purchase	21	81.3 EUR
Common Stock	Purchase	886	81.3 EUR
Common Stock	Purchase	369	81.325 EUR
Common Stock	Purchase	143	81.35 EUR
Common Stock	Purchase	784	81.35 EUR
Common Stock	Purchase	61	81.4 EUR
Common Stock	Purchase	2,568	81.4 EUR
Common Stock	Purchase	352	81.45 EUR
Common Stock	Purchase	399	81.45 EUR
Common Stock	Purchase	752	81.5 EUR
Common Stock	Purchase	289	81.55 EUR
Common Stock	Purchase	280	81.65 EUR
Common Stock	Purchase	662	81.7 EUR
Common Stock	Purchase	353	81.75 EUR
Common Stock	Purchase	190	81.8 EUR
Common Stock	Purchase	257	81.8 EUR
Common Stock	Purchase	462	81.85 EUR
Common Stock	Purchase	121	81.9 EUR
Common Stock	Purchase	195	81.95 EUR
Common Stock	Purchase	385	81.95 EUR
Common Stock	Purchase	211	82 EUR
Common Stock	Purchase	557	82.05 EUR
Common Stock	Purchase	404	82.1 EUR
Common Stock	Purchase	542	82.15 EUR
Common Stock	Purchase	70	82.2 EUR
Common Stock	Purchase	627	82.25 EUR
Common Stock	Purchase	365	82.3 EUR
Common Stock	Purchase	484	82.35 EUR
Common Stock	Purchase	236	82.4 EUR
Common Stock	Purchase	299	82.45 EUR
Common Stock	Purchase	273	82.5 EUR
Common Stock	Purchase	52	82.55 EUR
Common Stock	Purchase	149	82.65 EUR
Common Stock	Purchase	376	82.7 EUR
Common Stock	Purchase	127	82.75 EUR
Common Stock	Purchase	339	82.75 EUR
Common Stock	Purchase	259	82.8 EUR
Common Stock	Purchase	573	82.85 EUR
Common Stock	Purchase	1,638	82.85 EUR
Common Stock	Purchase	633	82.9 EUR
Common Stock	Purchase	773	82.95 EUR
Common Stock	Purchase	1,097	83 EUR
Common Stock	Purchase	244	83.05 EUR
Common Stock	Purchase	278	83.05 EUR
Common Stock	Purchase	535	83.1 EUR
Common Stock	Purchase	96	83.15 EUR
Common Stock	Purchase	60	83.35 EUR
Common Stock	Purchase	5	83.5 EUR
Common Stock	Purchase	306	83.5 EUR
Common Stock	Purchase	44	83.55 EUR
Common Stock	Purchase	614	83.55 EUR
Common Stock	Purchase	20	83.6 EUR
Common Stock	Purchase	1,232	83.6 EUR
Common Stock	Purchase	152	83.65 EUR
Common Stock	Purchase	1,443	83.65 EUR
Common Stock	Purchase	2,466	83.7 EUR
Common Stock	Purchase	81	83.75 EUR
Common Stock	Purchase	751	83.75 EUR
Common Stock	Purchase	20	83.8 EUR
Common Stock	Purchase	2,160	83.8 EUR
Common Stock	Purchase	199	83.85 EUR
Common Stock	Purchase	1,183	83.85 EUR
Common Stock	Purchase	77	83.9 EUR
Common Stock	Purchase	2,443	83.9 EUR
Common Stock	Purchase	1,309	83.95 EUR
Common Stock	Purchase	331	84 EUR
Common Stock	Purchase	2,650	84 EUR
Common Stock	Purchase	2,424	84.05 EUR
Common Stock	Purchase	318	84.1 EUR
Common Stock	Purchase	608	84.15 EUR
Common Stock	Purchase	516	84.2 EUR
Common Stock	Purchase	244	84.25 EUR
Common Stock	Purchase	427	84.3 EUR
Common Stock	Purchase	407	84.35 EUR
Common Stock	Purchase	484	84.4 EUR
Common Stock	Purchase	100	84.6 EUR
Common Stock	Purchase	100	84.65 EUR
Common Stock	Purchase	123	84.7 EUR
Common Stock	Purchase	8	84.75 EUR
Common Stock	Purchase	80	84.95 EUR
Common Stock	Purchase	244	84.95 EUR
Common Stock	Purchase	100	85 EUR
Common Stock	Purchase	22	85.05 EUR
Common Stock	Sale	-486	80.9 EUR
Common Stock	Sale	-547	80.95 EUR
Common Stock	Sale	-45	80.95 EUR
Common Stock	Sale	-1,531	81 EUR
Common Stock	Sale	-260	81 EUR
Common Stock	Sale	-200	81.025 EUR
Common Stock	Sale	-240	81.05 EUR
Common Stock	Sale	-176	81.05 EUR
Common Stock	Sale	-1,434	81.1 EUR
Common Stock	Sale	-374	81.1 EUR
Common Stock	Sale	-927	81.15 EUR
Common Stock	Sale	-76	81.15 EUR
Common Stock	Sale	-1,042	81.2 EUR
Common Stock	Sale	-356	81.2 EUR
Common Stock	Sale	-1,440	81.217431 EUR
Common Stock	Sale	-936	81.25 EUR
Common Stock	Sale	-1	81.25 EUR
Common Stock	Sale	-48,629	81.275 EUR
Common Stock	Sale	-381	81.275 EUR
Common Stock	Sale	-531	81.3 EUR
Common Stock	Sale	-356	81.325 EUR
Common Stock	Sale	-508	81.35 EUR
Common Stock	Sale	-21,485	81.398527 EUR
Common Stock	Sale	-1,958	81.4 EUR
Common Stock	Sale	-465	81.45 EUR
Common Stock	Sale	-9	81.45 EUR
Common Stock	Sale	-1,325	81.5 EUR
Common Stock	Sale	-50	81.525 EUR
Common Stock	Sale	-423	81.55 EUR
Common Stock	Sale	-100	81.55 EUR
Common Stock	Sale	-592	81.6 EUR
Common Stock	Sale	-422	81.65 EUR
Common Stock	Sale	-61	81.65 EUR
Common Stock	Sale	-214	81.7 EUR
Common Stock	Sale	-37	81.7 EUR
Common Stock	Sale	-297	81.75 EUR
Common Stock	Sale	-382	81.8 EUR
Common Stock	Sale	-210	81.85 EUR
Common Stock	Sale	-353	81.9 EUR
Common Stock	Sale	-636	81.95 EUR
Common Stock	Sale	-40	81.95 EUR
Common Stock	Sale	-15,000	82 EUR
Common Stock	Sale	-1,536	82 EUR
Common Stock	Sale	-833	82 EUR
Common Stock	Sale	-758	82.05 EUR
Common Stock	Sale	-923	82.1 EUR
Common Stock	Sale	-26	82.125 EUR
Common Stock	Sale	-593	82.15 EUR
Common Stock	Sale	-1,275	82.239804 EUR
Common Stock	Sale	-24	82.25 EUR
Common Stock	Sale	-23	82.25 EUR
Common Stock	Sale	-1,655	82.282628 EUR
Common Stock	Sale	-436	82.3 EUR
Common Stock	Sale	-422	82.35 EUR
Common Stock	Sale	-27,675	82.395143 EUR
Common Stock	Sale	-740	82.45 EUR
Common Stock	Sale	-293	82.45 EUR
Common Stock	Sale	-1,213	82.5 EUR
Common Stock	Sale	-73	82.55 EUR
Common Stock	Sale	-121	82.6 EUR
Common Stock	Sale	-8,501	82.6221 EUR
Common Stock	Sale	-135	82.65 EUR
Common Stock	Sale	-220	82.7 EUR
Common Stock	Sale	-100	82.75 EUR
Common Stock	Sale	-189	82.8 EUR
Common Stock	Sale	-187	82.85 EUR
Common Stock	Sale	-40	82.9 EUR
Common Stock	Sale	-1,074	82.95 EUR
Common Stock	Sale	-231	82.95 EUR
Common Stock	Sale	-772	83 EUR
Common Stock	Sale	-449	83.05 EUR
Common Stock	Sale	-133	83.1 EUR
Common Stock	Sale	-79	83.15 EUR
Common Stock	Sale	-96	83.2 EUR
Common Stock	Sale	-104	83.25 EUR
Common Stock	Sale	-290	83.3 EUR
Common Stock	Sale	-266	83.4 EUR
Common Stock	Sale	-398	83.45 EUR
Common Stock	Sale	-1,166	83.5 EUR
Common Stock	Sale	-96	83.525 EUR
Common Stock	Sale	-331	83.55 EUR
Common Stock	Sale	-748	83.6 EUR
Common Stock	Sale	-416	83.65 EUR
Common Stock	Sale	-336	83.65 EUR
Common Stock	Sale	-96	83.675 EUR
Common Stock	Sale	-677	83.7 EUR
Common Stock	Sale	-344	83.75 EUR
Common Stock	Sale	-1,238	83.78 EUR
Common Stock	Sale	-573	83.8 EUR
Common Stock	Sale	-1,607	83.85 EUR
Common Stock	Sale	-208	83.875 EUR
Common Stock	Sale	-2,959	83.9 EUR
Common Stock	Sale	-500	83.9 EUR
Common Stock	Sale	-1,350	83.95 EUR
Common Stock	Sale	-737	84 EUR
Common Stock	Sale	-87	84.025 EUR
Common Stock	Sale	-54	84.05 EUR
Common Stock	Sale	-351	84.1 EUR
Common Stock	Sale	-46	84.125 EUR
Common Stock	Sale	-1,564	84.15 EUR
Common Stock	Sale	-224	84.2 EUR
Common Stock	Sale	-350	84.25 EUR
Common Stock	Sale	-95	84.3 EUR
Common Stock	Sale	-400	84.325 EUR
Common Stock	Sale	-657	84.35 EUR
Common Stock	Sale	-103	84.375 EUR
Common Stock	Sale	-355	84.4 EUR
Common Stock	Sale	-195	84.4 EUR
Common Stock	Sale	-223	84.45 EUR
Common Stock	Sale	-78	84.5 EUR
Common Stock	Sale	-8	84.7 EUR
Common Stock	Sale	-82	84.75 EUR
Common Stock	Sale	-80	84.9 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 long position	-311	81.920433 EUR
Common Stock	CFD	Closing long position	-1,640	82.703093 EUR
Common Stock	CFD	Increasing long position	922	81.417598 EUR
Common Stock	CFD	Increasing long position	254	83.456102 EUR
Common Stock	CFD	Reducing long position	-105	81.920433 EUR
Common Stock	CFD	Reducing long position	-1,176	82.703093 EUR
Common Stock	CFD	Reducing long position	-357	83.52927171 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	Call Option	Purchasing	100	92 EUR	American	20/09/2019	0.27 EUR
Common	Put Option	Purchasing	-200	72 EUR	American	15/11/2019	1.1 EUR
Common	Call Option	Purchasing	200	84 EUR	American	20/09/2019	1.35 EUR
Common	Put Option	Purchasing	-200	84 EUR	American	20/09/2019	2.4 EUR
Common	Put Option	Purchasing	-100	82 EUR	American	20/09/2019	3 EUR
Common	Put Option	Purchasing	-100	80 EUR	American	15/11/2019	3.35 EUR
Common	Put Option	Purchasing	-100	86 EUR	American	20/09/2019	3.5 EUR
Common	Put Option	Purchasing	-100	86 EUR	American	20/09/2019	4 EUR
Common	Put Option	Purchasing	-1,000	84 EUR	American	18/10/2019	4.2 EUR
Common	Put Option	Purchasing	-300	84 EUR	American	15/11/2019	5.65 EUR
Common	Put Option	Purchasing	-200	84 EUR	American	15/11/2019	6.6 EUR
Common	Call Option	Writing	-100	88 EUR	American	20/09/2019	0.5 EUR
Common	Call Option	Writing	-100	90 EUR	American	20/09/2019	0.57 EUR
Common	Call Option	Writing	-200	88 EUR	American	20/09/2019	0.62 EUR
Common	Call Option	Writing	-100	96 EUR	American	18/10/2019	0.7 EUR
Common	Call Option	Writing	-100	88 EUR	American	20/09/2019	0.95 EUR
Common	Put Option	Writing	100	80 EUR	American	20/09/2019	1.1 EUR
Common	Call Option	Writing	-100	92 EUR	American	18/10/2019	1.18 EUR
Common	Call Option	Writing	-100	84 EUR	American	20/09/2019	1.39 EUR
Common	Call Option	Writing	-100	84 EUR	American	20/09/2019	1.75 EUR
Common	Call Option	Writing	-100	84 EUR	American	20/09/2019	2.02 EUR
Common	Call Option	Writing	-100	86 EUR	American	18/10/2019	2.19 EUR
Common	Call Option	Writing	-100	84 EUR	American	20/09/2019	2.3 EUR
Common	Call Option	Writing	-200	84 EUR	American	20/09/2019	2.45 EUR
Common	Call Option	Writing	-100	80 EUR	American	18/10/2019	6.15 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	Purchased	100	86 USD	American	15/11/2019
Common	Call Option	Purchased	100	92 USD	American	15/11/2019
Common	Put Option	Purchased	-700	84 USD	American	15/11/2019
Common	Put Option	Purchased	-100	80 USD	American	15/11/2019
Common	Put Option	Purchased	-200	72 USD	American	15/11/2019
Common	Put Option	Purchased	-100	74 USD	American	20/09/2019
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	Written	-200	64 USD	American	18/10/2019
Common	Call Option	Purchased	200	90 USD	American	20/09/2019
Common	Call Option	Written	-300	86 USD	American	18/10/2019
Common	Put Option	Purchased	-2500	86 USD	American	18/10/2019
Common	Call Option	Written	-100	96 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	-1000	82 USD	American	18/10/2019
Common	Call Option	Written	-100	82 USD	American	18/10/2019
Common	Call Option	Written	-300	92 USD	American	18/10/2019
Common	Call Option	Written	-1100	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	Purchased	-600	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	-2000	86 USD	American	20/09/2019
Common	Call Option	Purchased	500	86 USD	American	20/09/2019
Common	Call Option	Purchased	300	96 USD	American	20/09/2019
Common	Call Option	Purchased	4000	82 USD	American	20/09/2019
Common	Put Option	Purchased	-500	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	1000	88 USD	American	20/09/2019
Common	Put Option	Purchased	-3500	84 USD	American	20/09/2019
Common	Call Option	Written	-4300	92 USD	American	20/09/2019
Common	Put Option	Purchased	-200	80 USD	American	20/09/2019
Common	Put Option	Written	1900	72 USD	American	20/09/2019
Common	Call Option	Written	-2600	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	-1200	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

RETUBARRKOAKAAR

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