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Form 8.3 - Takeaway.com N.V.

17th Dec 2019 15:00

RNS Number : 1864X

Citadel Group

17 December 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	16 December, 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:	Convertible Bond ISIN XS1940192039
	Interests		Short Positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	46,000,000	18.40	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:	46,000,000	18.40	0	0.00

Class of relevant security:	Common Stock ISIN NL0012015705
	Interests		Short Positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	126,273	0.21	508,038	0.83
(2) Cash-settled derivatives:	71,927	0.12	30,752	0.05
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	22,200	0.04	97,600	0.16
TOTAL:	220,400	0.36	636,390	1.04

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	493	85.15 EUR
Common Stock	Purchase	214	85.2 EUR
Common Stock	Purchase	81	85.25 EUR
Common Stock	Purchase	279	85.3 EUR
Common Stock	Purchase	319	85.35 EUR
Common Stock	Purchase	754	85.4 EUR
Common Stock	Purchase	36	85.45 EUR
Common Stock	Purchase	213	85.45 EUR
Common Stock	Purchase	39	85.5 EUR
Common Stock	Purchase	375	85.5 EUR
Common Stock	Purchase	88	85.55 EUR
Common Stock	Purchase	430	85.55 EUR
Common Stock	Purchase	325	85.6 EUR
Common Stock	Purchase	36	85.65 EUR
Common Stock	Purchase	1,376	85.65 EUR
Common Stock	Purchase	61	85.7 EUR
Common Stock	Purchase	946	85.7 EUR
Common Stock	Purchase	1,352	85.75 EUR
Common Stock	Purchase	37	85.8 EUR
Common Stock	Purchase	537	85.8 EUR
Common Stock	Purchase	44	85.85 EUR
Common Stock	Purchase	1,545	85.85 EUR
Common Stock	Purchase	2	85.875 EUR
Common Stock	Purchase	331	85.9 EUR
Common Stock	Purchase	36	85.95 EUR
Common Stock	Purchase	391	85.95 EUR
Common Stock	Purchase	222	86 EUR
Common Stock	Purchase	1,199	86 EUR
Common Stock	Purchase	544	86.05 EUR
Common Stock	Purchase	418	86.1 EUR
Common Stock	Purchase	209	86.15 EUR
Common Stock	Purchase	187	86.2 EUR
Common Stock	Purchase	256	86.25 EUR
Common Stock	Purchase	5,370	86.3 EUR
Common Stock	Purchase	243	86.35 EUR
Common Stock	Purchase	28	86.4 EUR
Common Stock	Purchase	302	86.5 EUR
Common Stock	Purchase	288	86.6 EUR
Common Stock	Purchase	69	86.65 EUR
Common Stock	Purchase	120	86.65 EUR
Common Stock	Purchase	3	86.7 EUR
Common Stock	Purchase	70	86.7 EUR
Common Stock	Purchase	296	86.8 EUR
Common Stock	Purchase	217	86.85 EUR
Common Stock	Purchase	224	86.9 EUR
Common Stock	Purchase	407	86.9 EUR
Common Stock	Purchase	90	87.1 EUR
Common Stock	Purchase	798	87.575 EUR
Common Stock	Purchase	621	87.6 EUR
Common Stock	Purchase	716	87.625 EUR
Common Stock	Purchase	30	87.65 EUR
Common Stock	Purchase	981	87.65 EUR
Common Stock	Purchase	76	87.75 EUR
Common Stock	Purchase	135	87.75 EUR
Common Stock	Purchase	1,152	87.8 EUR
Common Stock	Purchase	81	87.825 EUR
Common Stock	Purchase	118	87.85 EUR
Common Stock	Purchase	579	87.85 EUR
Common Stock	Purchase	38	87.9 EUR
Common Stock	Purchase	2,093	87.9 EUR
Common Stock	Purchase	547	87.95 EUR
Common Stock	Purchase	1,910	88 EUR
Common Stock	Purchase	129	88.05 EUR
Common Stock	Purchase	262	88.05 EUR
Common Stock	Purchase	161	88.1 EUR
Common Stock	Purchase	257	88.15 EUR
Common Stock	Purchase	564	88.15 EUR
Common Stock	Purchase	337	88.2 EUR
Common Stock	Purchase	428	88.2 EUR
Common Stock	Purchase	68	88.25 EUR
Common Stock	Purchase	781	88.25 EUR
Common Stock	Purchase	550	88.3 EUR
Common Stock	Purchase	243	88.3125 EUR
Common Stock	Purchase	350	88.35 EUR
Common Stock	Purchase	170	88.4 EUR
Common Stock	Purchase	62	88.5 EUR
Common Stock	Purchase	49	88.55 EUR
Common Stock	Purchase	60	88.6 EUR
Common Stock	Purchase	1,949	88.65 EUR
Common Stock	Sale	-10	85.1 EUR
Common Stock	Sale	-9	85.15 EUR
Common Stock	Sale	-56	85.2 EUR
Common Stock	Sale	-41,687	85.25 EUR
Common Stock	Sale	-6,465	85.25 EUR
Common Stock	Sale	-1,080	85.25 EUR
Common Stock	Sale	-1,016	85.25 EUR
Common Stock	Sale	-91	85.25 EUR
Common Stock	Sale	-1,445	85.3 EUR
Common Stock	Sale	-187	85.35 EUR
Common Stock	Sale	-365	85.4 EUR
Common Stock	Sale	-94	85.45 EUR
Common Stock	Sale	-172	85.5 EUR
Common Stock	Sale	-24	85.55 EUR
Common Stock	Sale	-55	85.6 EUR
Common Stock	Sale	-397	85.65 EUR
Common Stock	Sale	-246	85.7 EUR
Common Stock	Sale	-189	85.7 EUR
Common Stock	Sale	-272	85.75 EUR
Common Stock	Sale	-176	85.8 EUR
Common Stock	Sale	-113	85.85 EUR
Common Stock	Sale	-1,175	85.9 EUR
Common Stock	Sale	-135	85.9 EUR
Common Stock	Sale	-828	85.95 EUR
Common Stock	Sale	-132	85.95 EUR
Common Stock	Sale	-509	86 EUR
Common Stock	Sale	-624	86.05 EUR
Common Stock	Sale	-135	86.05 EUR
Common Stock	Sale	-987	86.1 EUR
Common Stock	Sale	-782	86.15 EUR
Common Stock	Sale	-738	86.2 EUR
Common Stock	Sale	-562	86.25 EUR
Common Stock	Sale	-355	86.3 EUR
Common Stock	Sale	-135	86.35 EUR
Common Stock	Sale	-61	86.4 EUR
Common Stock	Sale	-1,796	86.55 EUR
Common Stock	Sale	-51	86.55 EUR
Common Stock	Sale	-601	86.6 EUR
Common Stock	Sale	-64	86.6 EUR
Common Stock	Sale	-783	86.65 EUR
Common Stock	Sale	-489	86.65 EUR
Common Stock	Sale	-792	86.7 EUR
Common Stock	Sale	-203	86.7 EUR
Common Stock	Sale	-563	86.75 EUR
Common Stock	Sale	-635	86.8 EUR
Common Stock	Sale	-212	86.85 EUR
Common Stock	Sale	-245	87 EUR
Common Stock	Sale	-41	87.05 EUR
Common Stock	Sale	-917	87.1 EUR
Common Stock	Sale	-14	87.25 EUR
Common Stock	Sale	-406	87.3 EUR
Common Stock	Sale	-92	87.3 EUR
Common Stock	Sale	-11	87.35 EUR
Common Stock	Sale	-113	87.4 EUR
Common Stock	Sale	-60	87.4 EUR
Common Stock	Sale	-600	87.45 EUR
Common Stock	Sale	-123	87.5 EUR
Common Stock	Sale	-100	87.5 EUR
Common Stock	Sale	-11	87.55 EUR
Common Stock	Sale	-1,802	87.6 EUR
Common Stock	Sale	-77	87.625 EUR
Common Stock	Sale	-1,082	87.65 EUR
Common Stock	Sale	-131	87.65 EUR
Common Stock	Sale	-417	87.7 EUR
Common Stock	Sale	-1,073	87.75 EUR
Common Stock	Sale	-926	87.8 EUR
Common Stock	Sale	-415	87.8 EUR
Common Stock	Sale	-578	87.85 EUR
Common Stock	Sale	-873	87.9 EUR
Common Stock	Sale	-627	87.95 EUR
Common Stock	Sale	-486	88 EUR
Common Stock	Sale	-1,340	88.05 EUR
Common Stock	Sale	-179	88.05 EUR
Common Stock	Sale	-558	88.060305 EUR
Common Stock	Sale	-136	88.062132 EUR
Common Stock	Sale	-77	88.075 EUR
Common Stock	Sale	-1,073	88.1 EUR
Common Stock	Sale	-275	88.1 EUR
Common Stock	Sale	-201	88.15 EUR
Common Stock	Sale	-120	88.2 EUR
Common Stock	Sale	-2,012	88.25 EUR
Common Stock	Sale	-346	88.25 EUR
Common Stock	Sale	-896	88.3 EUR
Common Stock	Sale	-275	88.3 EUR
Common Stock	Sale	-128	88.325 EUR
Common Stock	Sale	-556	88.35 EUR
Common Stock	Sale	-1,549	88.4 EUR
Common Stock	Sale	-14	88.4 EUR
Common Stock	Sale	-875	88.45 EUR
Common Stock	Sale	-60	88.5 EUR
Common Stock	Sale	-221	88.55 EUR
Common Stock	Sale	-498	88.6 EUR
Common Stock	Sale	-167	88.65 EUR
Common Stock	Sale	-245	88.7 EUR
Common Stock	Sale	-100	88.7 EUR
Common Stock	Sale	-801	88.75 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	-11,830	87.357799 EUR
Common Stock	CFD	Increasing short position	-733	87.589563 EUR
Common Stock	CFD	Increasing short position	-669	87.923797 EUR
Common Stock	CFD	Opening long position	1,016	85.25 EUR
Common Stock	CFD	Opening long position	49,232	85.25 EUR
Common Stock	CFD	Opening/Closing a position	582	86.397148 EUR
Common Stock	CFD	Opening/Closing a position	-992	87.357799 EUR
Common Stock	CFD	Opening/Closing a position	410	87.960976 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	-700	70 EUR	American	17/01/2020	0.2 EUR
Common	Put Option	Purchasing	-300	84 EUR	American	20/12/2019	0.46 EUR
Common	Put Option	Purchasing	-200	78 EUR	American	17/01/2020	0.55 EUR
Common	Put Option	Purchasing	-300	78 EUR	American	17/01/2020	0.8 EUR
Common	Call Option	Purchasing	100	86 EUR	American	20/12/2019	0.95 EUR
Common	Put Option	Purchasing	-100	88 EUR	American	20/12/2019	1 EUR
Common	Call Option	Purchasing	600	86 EUR	American	20/12/2019	1.35 EUR
Common	Call Option	Purchasing	200	92 EUR	American	17/01/2020	1.5 EUR
Common	Put Option	Purchasing	-500	84 EUR	American	17/01/2020	1.55 EUR
Common	Call Option	Purchasing	1,000	96 EUR	American	21/02/2020	1.6 EUR
Common	Call Option	Purchasing	100	86 EUR	American	20/12/2019	1.7 EUR
Common	Call Option	Purchasing	300	88 EUR	American	17/01/2020	2 EUR
Common	Call Option	Purchasing	100	92 EUR	American	21/02/2020	2.45 EUR
Common	Call Option	Purchasing	1,000	88 EUR	American	17/01/2020	2.7 EUR
Common	Call Option	Purchasing	100	86 EUR	American	17/01/2020	2.9 EUR
Common	Call Option	Purchasing	500	92 EUR	American	21/02/2020	2.9 EUR
Common	Put Option	Purchasing	-400	86 EUR	American	17/01/2020	3 EUR
Common	Call Option	Purchasing	100	88 EUR	American	17/01/2020	3.05 EUR
Common	Call Option	Purchasing	100	88 EUR	American	17/01/2020	3.1 EUR
Common	Call Option	Purchasing	200	86 EUR	American	17/01/2020	3.1 EUR
Common	Call Option	Purchasing	100	84 EUR	American	17/01/2020	3.7 EUR
Common	Put Option	Purchasing	-300	88 EUR	American	21/02/2020	4.5 EUR
Common	Call Option	Purchasing	300	82 EUR	American	17/01/2020	6.2 EUR
Common	Call Option	Purchasing	100	76 EUR	American	17/01/2020	12.3 EUR
Common	Call Option	Writing	-100	86 EUR	American	21/02/2020	5.75 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 December, 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	Call Option	Written	-500	90 EUR	American	20/12/2019
Common	Call Option	Written	-200	86 EUR	American	21/02/2020
Common	Put Option	Purchased	-200	86 EUR	American	21/02/2020
Common	Call Option	Written	-100	78 EUR	American	21/02/2020
Common	Call Option	Written	-1100	88 EUR	American	21/02/2020
Common	Put Option	Purchased	-800	88 EUR	American	21/02/2020
Common	Call Option	Written	-100	72 EUR	American	21/02/2020
Common	Call Option	Written	-600	82 EUR	American	21/02/2020
Common	Put Option	Purchased	-500	68 EUR	American	21/02/2020
Common	Put Option	Written	100	82 EUR	American	21/02/2020
Common	Call Option	Purchased	3400	92 EUR	American	21/02/2020
Common	Call Option	Written	-2000	96 EUR	American	21/02/2020
Common	Call Option	Written	-1900	80 EUR	American	21/02/2020
Common	Call Option	Purchased	100	84 EUR	American	21/02/2020
Common	Call Option	Written	-100	86 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	86 EUR	American	17/01/2020
Common	Put Option	Purchased	-200	86 EUR	American	20/12/2019
Common	Call Option	Written	-1700	96 EUR	American	17/01/2020
Common	Call Option	Purchased	1100	86 EUR	American	20/12/2019
Common	Call Option	Written	-3800	82 EUR	American	17/01/2020
Common	Put Option	Written	100	82 EUR	American	17/01/2020
Common	Put Option	Purchased	-1900	82 EUR	American	20/12/2019
Common	Call Option	Purchased	700	82 EUR	American	20/12/2019
Common	Call Option	Written	-1400	92 EUR	American	17/01/2020
Common	Put Option	Purchased	-100	92 EUR	American	17/01/2020
Common	Call Option	Purchased	600	92 EUR	American	20/12/2019
Common	Put Option	Purchased	-7200	78 EUR	American	20/12/2019
Common	Call Option	Purchased	1000	78 EUR	American	20/12/2019
Common	Put Option	Purchased	-600	78 EUR	American	17/01/2020
Common	Call Option	Written	-2800	78 EUR	American	17/01/2020
Common	Put Option	Purchased	-500	88 EUR	American	20/12/2019
Common	Call Option	Purchased	700	88 EUR	American	20/12/2019
Common	Call Option	Purchased	5500	88 EUR	American	17/01/2020
Common	Call Option	Purchased	200	68 EUR	American	17/01/2020
Common	Put Option	Written	200	74 EUR	American	20/12/2019
Common	Call Option	Purchased	1500	74 EUR	American	20/12/2019
Common	Put Option	Purchased	-12900	68 EUR	American	20/12/2019
Common	Call Option	Written	-400	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	76 EUR	American	20/12/2019
Common	Put Option	Purchased	-3600	80 EUR	American	20/12/2019
Common	Put Option	Purchased	-800	72 EUR	American	20/12/2019
Common	Call Option	Written	-700	84 EUR	American	17/01/2020
Common	Call Option	Written	-6800	80 EUR	American	17/01/2020
Common	Put Option	Written	100	80 EUR	American	17/01/2020
Common	Put Option	Purchased	-1500	70 EUR	American	20/12/2019
Common	Put Option	Purchased	-3900	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-2600	84 EUR	American	17/01/2020
Common	Put Option	Purchased	-19200	64 EUR	American	20/12/2019
Common	Put Option	Purchased	-5900	64 EUR	American	17/01/2020
Common	Call Option	Purchased	500	70 EUR	American	20/12/2019
Common	Call Option	Purchased	200	70 EUR	American	17/01/2020
Common	Call Option	Purchased	4800	84 EUR	American	20/12/2019
Common	Call Option	Purchased	100	72 EUR	American	20/12/2019
Common	Put Option	Purchased	-3900	68 EUR	American	17/01/2020
Common	Call Option	Written	-300	76 EUR	American	20/12/2019
Common	Put Option	Purchased	-200	84 EUR	American	20/12/2019
Common	Put Option	Purchased	-2600	72 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	76 EUR	American	17/01/2020
Common	Call Option	Purchased	100	72 EUR	American	17/01/2020
Common	Put Option	Purchased	-1900	70 EUR	American	17/01/2020
Common	Call Option	Purchased	1200	80 EUR	American	20/12/2019
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 [email protected] or visit www.rns.com.

END

RETUBUURKRAUAAA

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