TAK — Takeda Pharmaceutical Co News Story

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REG-Millennium Partners, L.P. Form 8.3 - Takeda Pharmaceutical Company Limited

Takeda Pharmaceutical CoAnnouncement

02/01/2019 14:50

Form 8.3 - Takeda Pharmaceutical Company Limited

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:		Millennium International Management LP
(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) 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		31^st 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”		Yes, Shire 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:	Ordinary (JP3463000004) - interest held via holding of ADS and ADS Option (US8740602052)
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	420,100	0.054%	11,463,720	1.462%
(2) Cash-settled derivatives:	1,254,492	0.160%	957,173	0.122%
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	250,000	0.032%	0	0.000%
TOTAL:	1,924,592	0.245%	12,420,893	1.584%

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 (USD)
US8740602052	Purchase	624	16.60
US8740602052	Purchase	120	16.79
US8740602052	Purchase	106	16.80
US8740602052	Purchase	1,165	16.82
US8740602052	Purchase	2,267	16.83
US8740602052	Purchase	2,846	16.84
US8740602052	Purchase	3,818	16.85
US8740602052	Purchase	2,182	16.86
US8740602052	Purchase	7,624	16.87
US8740602052	Purchase	2,342	16.88
US8740602052	Purchase	6,032	16.89
US8740602052	Purchase	5,232	16.90
US8740602052	Purchase	4,511	16.91
US8740602052	Purchase	6,317	16.92
US8740602052	Purchase	4,518	16.93
US8740602052	Purchase	1,500	16.94
US8740602052	Purchase	400	16.95
US8740602052	Purchase	306	16.96
US8740602052	Purchase	200	16.97
US8740602052	Purchase	100	16.98
US8740602052	Purchase	100	16.99
US8740602052	Purchase	100	17.00
US8740602052	Purchase	158	17.05
US8740602052	Purchase	250	17.08
US8740602052	Purchase	200	17.10
US8740602052	Sale	100	16.60
US8740602052	Sale	400	16.80
US8740602052	Sale	300	16.82
US8740602052	Sale	600	16.83
US8740602052	Sale	1,419	16.84
US8740602052	Sale	300	16.85
US8740602052	Sale	200	16.86
US8740602052	Sale	400	16.87
US8740602052	Sale	200	16.88
US8740602052	Sale	297	16.89
US8740602052	Sale	800	16.90
US8740602052	Sale	900	16.91
US8740602052	Sale	710	16.92
US8740602052	Sale	400	16.93
US8740602052	Sale	400	16.94
US8740602052	Sale	400	16.95
US8740602052	Sale	200	16.96
US8740602052	Sale	132	16.97
US8740602052	Sale	200	16.99
US8740602052	Sale	200	17.08

(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 (USD)
US8740602052		CFD		Increasing a long position		55,916		16.93

(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 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

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?

YES

Date of disclosure:		2^nd January 2019
Contact name:		Myriam Soper
Telephone number:		+44 203 650 8261

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 disclosure requirements on +44 (0)20 7638 0129.

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:		Millennium International Management LP
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:		Takeda Pharmaceutical Company Limited

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

US8740602052

Call Option

Purchased

250,000

4,200 JPY

American

20190308

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

View source version on businesswire.com: https://www.businesswire.com/news/home/20190102005356/en/

Millennium Partners, L.P.

TAK — Takeda Pharmaceutical Co News Story

REG-Millennium Partners, L.P. Form 8.3 - Takeda Pharmaceutical Company Limited

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