REG - Morgan Stanley Takeda Pharma.Co.Ltd - Form 8.5 (EPT/NON-RI) - Replacement of Takeda
13/09/2018 14:25
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RNS Number : 7265A
Morgan Stanley
13 September 2018
AMENDMENT Section (2a & 3a)
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: 11 SEPTEMBER 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: 7,194,124 0.92 14,171,046 1.81
(2) Cash-settled derivatives: 13,409,557 1.71 5,700,781 0.73
(3) Stock-settled derivatives (including options) and agreements to 0 0.00 0 0.00
purchase/sell:
20,603,681 2.63 19,871,827 2.53
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 924,388 4,606.0000 JPY 4,401.7705 JPY
Ordinary SALES 1,413,876 4,606.0000 JPY 4,401.7705 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 300 4585.6666 JPY
Ordinary CFD SHORT 300 4595.0000 JPY
Ordinary CFD LONG 3600 4561.5277 JPY
Ordinary CFD LONG 100 4600.0000 JPY
Ordinary CFD LONG 8300 4479.3012 JPY
Ordinary CFD SHORT 900 4600.0000 JPY
Ordinary CFD SHORT 200 4600.0000 JPY
Ordinary CFD LONG 34200 4568.3567 JPY
Ordinary CFD SHORT 18000 4506.2805 JPY
Ordinary CFD LONG 700 4544.0000 JPY
Ordinary CFD SHORT 1000 4583.6000 JPY
Ordinary CFD LONG 25100 4527.4955 JPY
Ordinary CFD LONG 1000 4527.4955 JPY
Ordinary CFD SHORT 900 4542.0000 JPY
Ordinary CFD LONG 212400 4500.4221 JPY
Ordinary CFD LONG 100 4483.0000 JPY
Ordinary CFD LONG 35800 4595.4497 JPY
Ordinary CFD LONG 20500 4591.5125 JPY
Ordinary CFD LONG 400 4502.7500 JPY
Ordinary CFD SHORT 100 4584.0000 JPY
Ordinary CFD LONG 1500 4548.0000 JPY
Ordinary CFD LONG 300 4605.6666 JPY
Ordinary CFD LONG 100 4501.0000 JPY
Ordinary CFD LONG 4500 4556.1255 JPY
Ordinary CFD LONG 200 4600.0000 JPY
Ordinary CFD SHORT 100 4469.0000 JPY
Ordinary CFD LONG 100 4552.0000 JPY
Ordinary CFD LONG 16000 4524.6410 JPY
Ordinary CFD LONG 15100 4530.6423 JPY
Ordinary CFD SHORT 14800 4546.8479 JPY
Ordinary CFD LONG 28800 4530.6423 JPY
Ordinary CFD SHORT 200 4518.0000 JPY
Ordinary CFD LONG 3500 4590.2571 JPY
Ordinary CFD SHORT 52000 4565.5817 JPY
Ordinary CFD LONG 162598 4503.3069 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: 13 SEPTEMBER 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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