REG - Citigroup GM Japan Takeda Pharma.Co.Ltd - Form 8 (DD) - TAKEDA PHARMACEUTICAL
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser:
Citigroup Global Markets Japan
(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
Takeda Pharmaceutical Company Limited
(d) Status of person making the disclosure:
e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)
Corporate Broker to Shire Plc
(e) Date dealing undertaken:
21 December 2018
(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"
No
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
Class of relevant security:
Ordinary
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
1,180,600
0.15
150,443
0.02
(2) Cash-settled derivatives:
710,735
0.08
13,422,582
1.71
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
0
0.00
0
0.00
TOTAL:
1,891,335
0.23
13,573,025
1.73
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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(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 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
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)
Class of relevant security
Purchase/sale
Number of securities
Price per unit (JPY)
Sale
15
3,888.666667
Sale
59
3,835.00
Sale
60
3,835.00
Sale
100
3,834.61
Sale
600
3,835.00
Sale
1,600
3,833.656875
Purchase
2,400
3,835.00
Sale
2,400
3,837.00
Purchase
2,500
3,833.36
Purchase
2,900
3,893.575862
Sale
2,900
3,904.00
Purchase
9,100
3,800.00
Purchase
10,000
3,835.00
Sale
10,700
3,866.927103
Purchase
16,000
3,835.00
Sale
20,300
3,835.00
Sale
21,900
3,833.657397
Purchase
23,500
3,833.820851
Sale
34,400
3,834.88
Sale
34,600
3,834.88
Purchase
35,600
3,835.00
Sale
35,600
3,836.00
Sale
56,400
3,835.00
Purchase
56,400
3,835.00
Sale
147,200
3,835.00
Purchase
150,000
3,835.00
Purchase
203,600
3,835.00
Sale
231,000
3,835.00
Sale
280,000
3,835.00
Purchase
909,400
3,833.311502
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser
Class of relevant security
Purchases/ sales
Total number of securities
Highest price per unit paid/received
Lowest price per unit paid/received
(b) Cash-settled derivative transactions
Class of relevant security
Product description
Nature of dealing
Number of reference securities
Price per unit (JPY)
e.g. CFD
CFD (SWAP)
Opening Long
Position
300
3,835.0000
CFD (SWAP)
Opening Short
Position
421,500
3,835.0000
CFD (SWAP)
Opening Short
Position
275,000
3,835.0000
CFD (SWAP)
Opening Short
Position
31,300
3,758.3540
CFD (SWAP)
Opening Short
Position
6,200
3,759.6452
CFD (SWAP)
Opening Short
Position
113,500
3,856.6824
CFD (SWAP)
Opening Short
Position
79,100
3,878.4583
CFD (SWAP)
Opening Short
Position
13,000
3,808.3931
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security
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
(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 party to the offer or person acting in concert making the disclosure and any other person:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert 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"
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions)
NO
Supplemental Form 8 (SBL)
NO
Date of disclosure:
27 December 2018
Contact name:
Cathal McKenna
Telephone number:
+44 2890 409544
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing 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.ENDDCCFEDFSWFASEFE
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