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Form 8.3 - Takeaway.com N.V.

28th Oct 2019 15:00

RNS Number : 3176R

Citadel Group

28 October 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	25 October, 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:	169,494	0.28	304,504	0.50
(2) Cash-settled derivatives:	55,856	0.09	0	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	52,600	0.09	65,400	0.11
TOTAL:	277,950	0.45	369,904	0.60

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	32	73.2 EUR
Common Stock	Purchase	317	73.25 EUR
Common Stock	Purchase	403	73.3 EUR
Common Stock	Purchase	443	73.3 EUR
Common Stock	Purchase	531	73.35 EUR
Common Stock	Purchase	212	73.4 EUR
Common Stock	Purchase	347	73.45 EUR
Common Stock	Purchase	587	73.5 EUR
Common Stock	Purchase	447	73.55 EUR
Common Stock	Purchase	79	73.65 EUR
Common Stock	Purchase	280	73.65 EUR
Common Stock	Purchase	76	73.7 EUR
Common Stock	Purchase	439	73.7 EUR
Common Stock	Purchase	798	73.75 EUR
Common Stock	Purchase	432	73.8 EUR
Common Stock	Purchase	1,236	73.8 EUR
Common Stock	Purchase	2,076	73.85 EUR
Common Stock	Purchase	85	73.9 EUR
Common Stock	Purchase	1,099	73.9 EUR
Common Stock	Purchase	4,354	73.95 EUR
Common Stock	Purchase	532	74 EUR
Common Stock	Purchase	5,783	74 EUR
Common Stock	Purchase	87	74.05 EUR
Common Stock	Purchase	3,753	74.05 EUR
Common Stock	Purchase	177	74.1 EUR
Common Stock	Purchase	2,128	74.1 EUR
Common Stock	Purchase	78	74.15 EUR
Common Stock	Purchase	4,855	74.15 EUR
Common Stock	Purchase	184	74.17 EUR
Common Stock	Purchase	392	74.2 EUR
Common Stock	Purchase	457	74.2 EUR
Common Stock	Purchase	338	74.25 EUR
Common Stock	Purchase	919	74.25 EUR
Common Stock	Purchase	2,942	74.3 EUR
Common Stock	Purchase	302	74.35 EUR
Common Stock	Purchase	742	74.35 EUR
Common Stock	Purchase	8	74.4 EUR
Common Stock	Purchase	650	74.4 EUR
Common Stock	Purchase	530	74.45 EUR
Common Stock	Purchase	985	74.45 EUR
Common Stock	Purchase	139	74.5 EUR
Common Stock	Purchase	1,373	74.5 EUR
Common Stock	Purchase	690	74.55 EUR
Common Stock	Purchase	4,087	74.55 EUR
Common Stock	Purchase	75	74.6 EUR
Common Stock	Purchase	5,370	74.6 EUR
Common Stock	Purchase	14	74.65 EUR
Common Stock	Purchase	5,455	74.65 EUR
Common Stock	Purchase	293	74.7 EUR
Common Stock	Purchase	1,913	74.7 EUR
Common Stock	Purchase	222	74.72 EUR
Common Stock	Purchase	343	74.75 EUR
Common Stock	Purchase	2,590	74.75 EUR
Common Stock	Purchase	15	74.8 EUR
Common Stock	Purchase	604	74.8 EUR
Common Stock	Sale	-140	73.3 EUR
Common Stock	Sale	-205	73.35 EUR
Common Stock	Sale	-11	73.4 EUR
Common Stock	Sale	-87	73.45 EUR
Common Stock	Sale	-123	73.5 EUR
Common Stock	Sale	-50	73.65 EUR
Common Stock	Sale	-124	73.7 EUR
Common Stock	Sale	-879	73.75 EUR
Common Stock	Sale	-1,268	73.8 EUR
Common Stock	Sale	-355	73.8 EUR
Common Stock	Sale	-1,683	73.85 EUR
Common Stock	Sale	-77	73.875 EUR
Common Stock	Sale	-1,652	73.9 EUR
Common Stock	Sale	-3,775	73.95 EUR
Common Stock	Sale	-406	73.95 EUR
Common Stock	Sale	-139	73.975 EUR
Common Stock	Sale	-4,006	74 EUR
Common Stock	Sale	-302	74 EUR
Common Stock	Sale	-3,073	74.05 EUR
Common Stock	Sale	-35	74.05 EUR
Common Stock	Sale	-3,203	74.1 EUR
Common Stock	Sale	-212	74.1 EUR
Common Stock	Sale	-1,205	74.15 EUR
Common Stock	Sale	-182	74.15 EUR
Common Stock	Sale	-4,343	74.2 EUR
Common Stock	Sale	-307	74.2 EUR
Common Stock	Sale	-2,373	74.25 EUR
Common Stock	Sale	-275	74.25 EUR
Common Stock	Sale	-1,043	74.3 EUR
Common Stock	Sale	-141	74.3 EUR
Common Stock	Sale	-766	74.35 EUR
Common Stock	Sale	-134	74.35 EUR
Common Stock	Sale	-720	74.4 EUR
Common Stock	Sale	-169	74.4 EUR
Common Stock	Sale	-1,913	74.45 EUR
Common Stock	Sale	-306	74.45 EUR
Common Stock	Sale	-723	74.475 EUR
Common Stock	Sale	-7,854	74.5 EUR
Common Stock	Sale	-737	74.5 EUR
Common Stock	Sale	-1,660	74.55 EUR
Common Stock	Sale	-362	74.6 EUR
Common Stock	Sale	-144	74.6 EUR
Common Stock	Sale	-204	74.65 EUR
Common Stock	Sale	-143	74.65 EUR
Common Stock	Sale	-986	74.7 EUR
Common Stock	Sale	-95	74.7 EUR
Common Stock	Sale	-73	74.75 EUR
Common Stock	Sale	-200	74.8 EUR
Common Stock	Sale	-110	74.85 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/Closing a position	-2,455	73.841232 EUR
Common Stock	CFD	Opening/Closing a position	-432	74.043105 EUR
Common Stock	CFD	Opening/Closing a position	1,608	74.383946 EUR
Common Stock	CFD	Opening/Closing a position	1,279	74.452189 EUR
Common Stock	CFD	Reducing long position	-1,156	74.043105 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	-100	70 EUR	American	15/11/2019	0.41 EUR
Common	Put Option	Purchasing	-4,800	64 EUR	American	20/12/2019	0.62 EUR
Common	Put Option	Purchasing	-500	70 EUR	American	15/11/2019	0.65 EUR
Common	Call Option	Purchasing	4,500	74 EUR	American	15/11/2019	1.83 EUR
Common	Call Option	Purchasing	4,000	74 EUR	American	15/11/2019	1.84 EUR
Common	Call Option	Writing	-500	80 EUR	American	17/01/2020	1.75 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:	28 October, 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	-1000	80 EUR	American	17/01/2020
Common	Put Option	Purchased	-13300	64 EUR	American	20/12/2019
Common	Call Option	Written	-300	70 EUR	American	15/11/2019
Common	Put Option	Purchased	-4900	70 EUR	American	15/11/2019
Common	Call Option	Purchased	600	60 EUR	American	15/11/2019
Common	Call Option	Purchased	31600	74 EUR	American	15/11/2019
Common	Put Option	Purchased	-3300	74 EUR	American	15/11/2019
Common	Put Option	Purchased	-1600	78 EUR	American	15/11/2019
Common	Call Option	Purchased	3000	64 EUR	American	15/11/2019
Common	Put Option	Purchased	-3000	64 EUR	American	15/11/2019
Common	Call Option	Written	-6000	78 EUR	American	15/11/2019
Common	Call Option	Written	-400	90 EUR	American	15/11/2019
Common	Call Option	Written	-400	86 EUR	American	15/11/2019
Common	Put Option	Purchased	-100	86 EUR	American	15/11/2019
Common	Call Option	Purchased	6100	72 EUR	American	15/11/2019
Common	Call Option	Written	-100	68 EUR	American	15/11/2019
Common	Put Option	Purchased	-100	88 EUR	American	15/11/2019
Common	Call Option	Purchased	7400	76 EUR	American	15/11/2019
Common	Call Option	Written	-1000	84 EUR	American	15/11/2019
Common	Call Option	Purchased	100	92 EUR	American	15/11/2019
Common	Put Option	Purchased	-2300	84 EUR	American	15/11/2019
Common	Put Option	Purchased	-15600	68 EUR	American	15/11/2019
Common	Call Option	Purchased	2700	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-2000	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-6300	72 EUR	American	15/11/2019
Common	Call Option	Written	-100	88 EUR	American	15/11/2019
Common	Put Option	Purchased	-200	82 EUR	American	15/11/2019
Common	Put Option	Purchased	-3400	76 EUR	American	15/11/2019
Common	Call Option	Purchased	1100	96 EUR	American	15/11/2019

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

RETUWSKRKAARURA

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