REG-HBK Investments LP: Form 8.3 - Shire Plc

Takeda Pharmaceutical CoAnnouncement

02/07/2018 14:20

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:                                                                                                                                                                                                     HBK Investments L.P. on behalf of itself, its subadvisors and its managed funds  
 (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.  N/A                                                                              
 (c) Name of offeror/offeree in relation to whose relevant securities this form relates:  Use a separate form for each offeror/offeree                                                                                           Shire Plc                                                                        
 (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                                                                                       29 June 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”                                        YES : Takeda Pharmaceutical Company Limited                                      

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:                                                              5p Ordinary (ISIN: JE00B2QKY057) ADR (ISIN: US82481R1068)      
                                                                                                 Interests                      Short positions          
                                                                                          Number             %              Number             %         
 (1) Relevant securities owned and/or controlled:                                          300             0.000            90,000           0.009       
 (2) Cash-settled derivatives:                                                          10,070,000         1.102                                         
 (3) Stock-settled derivatives (including options) and agreements to purchase/sell:      900,000           0.098       60,000                0.006       
 TOTAL:                                                                                 10,970,300         1.200           150,000           0.015       

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  Purchase/sale  Number of securities  Price per unit  
                                                                                  

(b)        Cash-settled derivative transactions

 Class of relevant security  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  
                                                                                                                                                                                                                      

(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  
 ADR                         Call Option                            Exercised against              40, 000 (120,000 ordinary equivalent)  USD 167.5                

(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”      
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

(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”      
                                                                                                                                                                                                                                                                                                                                                                                                                                               

(c)        Attachments

 Is a Supplemental Form 8 (Open Positions) attached?  YES  

   

 Date of disclosure:  02 July 2018         
 Contact name:        Jonathan Brown       
 Telephone number*:   +44 (0)20 7659 1906  

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:                                                    HBK Investments L.P. on behalf of itself, its subadvisors and its managed funds  
 Name of offeror/offeree in relation to whose relevant securities the disclosure relates:  Shire PLC                                                                        

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 Class of relevant security  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  
 5p Ordinary                 Call Option                           Purchased             450,000                                                     GBP 42                   American                            21 Dec 2018   
 5p Ordinary                 Call Option                           Purchased             450,000                                                     GBP 44                   American                            21 Dec 2018   
 ADR                         Call Option                           Written               20,000 (60,000 ordinary equivalent)                         USD 170                  American                            20 July 2018  

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.



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