REG - Morgan Stanley Takeda Pharma.Co.Ltd - Form 8.5 (EPT/NON-RI) - Replacement of TAKEDA PHAR
09/08/2018 15:30
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RNS Number : 3873X
Morgan Stanley
09 August 2018
AMENDMENT Section (2a & 3b)
FORM 8.5 (EPT/NON-RI)
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR
WHERE RI STATUS IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Name of exempt principal trader: Morgan Stanley MUFG Securities Co., Ltd.
(b) Name of offeror/offeree in relation to whose relevant securities this form Takeda Pharmaceutical Company Limited
relates:
Use a separate form for each offeror/offeree
(c) Name of the party to the offer with which exempt principal trader is Shire plc
connected:
(d) Date position held/dealing undertaken: 07 AUGUST 2018
For an opening position disclosure, state the latest practicable date
prior to the disclosure
(e) In addition to the company in 1(b) above, is the exempt principal trader YES - Shire plc
making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
2. POSITIONS OF THE EXEMPT PRINCIPAL
TRADER
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(b), 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
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 4,974,730 0.63 11,326,915 1.44
(2) Cash-settled derivatives: 11,023,487 1.41 4,397,281 0.56
(3) Stock-settled derivatives (including options) and agreements to 0 0.00 0 0.00
purchase/sell:
15,998,217 2.04 15,724,196 2.00
TOTAL:
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: N/A
Details, including nature of the rights concerned and relevant percentages: N/A
3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(b), 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 Purchases/sales Total number of securities Highest price per unit paid/received Lowest price per unit paid/received
Ordinary PURCHASES 498,731 4,770.0000 JPY 4,728.0000 JPY
Ordinary SALES 610,362 4,770.0000 JPY 4,730.0000 JPY
(b) Cash-settled derivative transactions
Class of relevant security Product description Nature of dealing Number of reference securities Price per unit
e.g. CFD e.g. opening/closing a long/short position, increasing/reducing a long/short
position
Ordinary CFD SHORT 200 4766.5000 JPY
Ordinary CFD SHORT 1600 4770.0000 JPY
Ordinary CFD LONG 1400 4765.9285 JPY
Ordinary CFD LONG 20000 4754.8825 JPY
Ordinary CFD LONG 200 4767.0000 JPY
Ordinary CFD LONG 800 4764.0000 JPY
Ordinary CFD SHORT 1300 4770.0000 JPY
Ordinary CFD SHORT 2300 4750.0000 JPY
Ordinary CFD SHORT 700 4770.0000 JPY
Ordinary CFD LONG 2700 4748.8148 JPY
Ordinary CFD LONG 5300 4745.8584 JPY
Ordinary CFD SHORT 200 4757.5000 JPY
Ordinary CFD LONG 2900 4749.1379 JPY
Ordinary CFD LONG 800 4770.0000 JPY
Ordinary CFD LONG 98100 4765.7007 JPY
Ordinary CFD SHORT 800 4765.7500 JPY
Ordinary CFD LONG 2200 4770.0000 JPY
Ordinary CFD SHORT 5300 4758.9905 JPY
Ordinary CFD LONG 4200 4753.2200 JPY
Ordinary CFD LONG 2200 4770.0000 JPY
Ordinary CFD LONG 900 4751.8888 JPY
Ordinary CFD SHORT 100 4750.0000 JPY
Ordinary CFD SHORT 1819681 4844.0000 JPY
Ordinary CFD LONG 1819681 4844.0000 JPY
Ordinary CFD SHORT 100 4745.0000 JPY
Ordinary CFD LONG 1100 4768.0000 JPY
Ordinary CFD LONG 2800 4768.0000 JPY
Ordinary CFD SHORT 4100 4770.0000 JPY
Ordinary CFD LONG 4000 4754.1250 JPY
Ordinary CFD LONG 900 4770.0000 JPY
Ordinary CFD LONG 2000 4752.5500 JPY
Ordinary CFD SHORT 1800 4770.0000 JPY
Ordinary CFD LONG 400 4749.0000 JPY
Ordinary CFD LONG 35500 4767.5014 JPY
Ordinary CFD SHORT 64000 4760.7976 JPY
(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 Expiry date Option money paid/ received per unit
e.g. American, European etc.
N/A N/A N/A N/A N/A N/A N/A N/A
(ii) Exercise
Class of relevant security Product description Exercising/ exercised against Number of securities Exercise price per unit
e.g. call option
N/A N/A N/A N/A N/A
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
N/A N/A N/A N/A
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 exempt
principal trader 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 exempt principal trader 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? NO
Date of disclosure: 09 AUGUST 2018
Contact name: Craig Horsley
Telephone number: +44(141) 245 7736
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 (mailto: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
(http://www.thetakeoverpanel.org.uk) .
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