REG - Morgan Stanley Takeda Pharma.Co.Ltd - Form 8.5 (EPT/NON-RI) - Replacement of TAKEDA
09/11/2018 14:55
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RNS Number : 9517G
Morgan Stanley
09 November 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: 07 NOVEMBER 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: 11,211,787 1.43 29,506,353 3.76
(2) Cash-settled derivatives: 29,103,258 3.71 10,540,671 1.34
(3) Stock-settled derivatives (including options) and agreements to 185,000 0.02 185,000 0.02
purchase/sell:
40,500,045 5.16 40,232,024 5.13
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 2,535,906 4,725.9990 JPY 4,621.0000 JPY
Ordinary SALES 2,394,349 4,725.9990 JPY 4,622.0000 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 2700 4657.0000 JPY
Ordinary CFD LONG 200 4647.5000 JPY
Ordinary CFD SHORT 200 4640.0000 JPY
Ordinary CFD LONG 95800 4646.9352 JPY
Ordinary CFD SHORT 1400 4647.4285 JPY
Ordinary CFD LONG 900 4657.8888 JPY
Ordinary CFD SHORT 500 4655.8000 JPY
Ordinary CFD LONG 8100 4633.3827 JPY
Ordinary CFD LONG 1200 4653.5000 JPY
Ordinary CFD LONG 1500 4653.0000 JPY
Ordinary CFD SHORT 2400 4652.7500 JPY
Ordinary CFD LONG 1300 4679.6153 JPY
Ordinary CFD SHORT 1200 4653.0000 JPY
Ordinary CFD LONG 2500 4647.0000 JPY
Ordinary CFD SHORT 200 4657.5000 JPY
Ordinary CFD LONG 300 4662.6666 JPY
Ordinary CFD SHORT 1200 4640.0000 JPY
Ordinary CFD SHORT 3200 4652.8750 JPY
Ordinary CFD LONG 24000 4650.1211 JPY
Ordinary CFD SHORT 4900 4641.1666 JPY
Ordinary CFD SHORT 4700 4641.1666 JPY
Ordinary CFD LONG 4900 4650.1211 JPY
Ordinary CFD LONG 330000 4653.1553 JPY
Ordinary CFD SHORT 4200 4647.0714 JPY
Ordinary CFD LONG 15700 4637.6528 JPY
Ordinary CFD LONG 300 4667.3333 JPY
Ordinary CFD SHORT 300 4640.0000 JPY
Ordinary CFD LONG 8600 4635.9534 JPY
Ordinary CFD SHORT 1700 4631.6470 JPY
Ordinary CFD SHORT 800000 4647.0581 JPY
Ordinary CFD LONG 184900 4628.0000 JPY
Ordinary CFD SHORT 41400 4653.7518 JPY
Ordinary CFD SHORT 56044 4628.4663 JPY
Ordinary CFD LONG 107967 4647.4622 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? YES
Date of disclosure: 09 NOVEMBER 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) .
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR
SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
4. KEY INFORMATION
Identity of person whose open positions are being disclosed: Morgan Stanley MUFG Securities Co., Ltd.
Name of offeror/offeree in relation to whose relevant securities the Takeda Pharmaceutical Company Limited
disclosure relates:
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 (USD) Type Expiry Date
Ordinary PUT PURCHASED 125,000 4507.0000 JPY European 13/12/2019
Ordinary CALL PURCHASED 125,000 4507.0000 JPY European 13/12/2019
Ordinary PUT PURCHASED 60,000 4596.0000 JPY European 14/06/2019
Ordinary CALL PURCHASED 60,000 4596.0000 JPY European 14/06/2019
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 contracts for differences ("CFDs") or spread bets.
The currency of all prices and other monetary amounts should be stated.
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