REG - Morgan Stanley Takeda Pharma.Co.Ltd - Form 8.5 (EPT/NON-RI) - Replacement of Takeda

Takeda Pharmaceutical CoAnnouncement

27/07/2018 14:55

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RNS Number : 0537W
Morgan Stanley
27 July 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:                                       25 JULY 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:                     2,677,090   0.34   8,888,981   1.13
 (2) Cash-settled derivatives:                                        8,677,631   1.11   2,329,900   0.30
 (3) Stock-settled derivatives (including options) and agreements to  0           0.00   0           0.00
 purchase/sell:
                                                                      11,354,721  1.45   11,218,881  1.43
      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          201,372                           4,731.3178 JPY                          4,717.0000 JPY
  Ordinary                    SALES              297,986                           4,737.0000 JPY                          4,715.0000 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                               LONG                                                                           15800                             4726.6012 JPY
 Ordinary                    CFD                               LONG                                                                           8500                              4722.0941 JPY
 Ordinary                    CFD                               LONG                                                                           400                               4724.2500 JPY
 Ordinary                    CFD                               LONG                                                                           2300                              4722.0000 JPY
 Ordinary                    CFD                               LONG                                                                           200                               4721.5000 JPY
 Ordinary                    CFD                               LONG                                                                           1100                              4725.0000 JPY
 Ordinary                    CFD                               LONG                                                                           44600                             4719.5605 JPY
 Ordinary                    CFD                               SHORT                                                                          300                               4722.0000 JPY
 Ordinary                    CFD                               LONG                                                                           900                               4725.0000 JPY
 Ordinary                    CFD                               SHORT                                                                          2800                              4727.0000 JPY
 Ordinary                    CFD                               LONG                                                                           600                               4727.0000 JPY
 Ordinary                    CFD                               LONG                                                                           200                               4722.0000 JPY
 Ordinary                    CFD                               LONG                                                                           200                               4716.0000 JPY
 Ordinary                    CFD                               SHORT                                                                          700                               4726.1428 JPY
 Ordinary                    CFD                               LONG                                                                           4200                              4721.5952 JPY
 Ordinary                    CFD                               SHORT                                                                          100                               4725.0000 JPY
 Ordinary                    CFD                               LONG                                                                           1100                              4725.0000 JPY
 Ordinary                    CFD                               SHORT                                                                          4800                              4727.0000 JPY
 Ordinary                    CFD                               LONG                                                                           200                               4727.0000 JPY
 Ordinary                    CFD                               SHORT                                                                          400                               4723.5000 JPY
 Ordinary                    CFD                               LONG                                                                           65481                             4724.9698 JPY
 Ordinary                    CFD                               SHORT                                                                          40172                             4724.8469 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:  27 JULY 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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