REG - Morgan Stanley Takeda Pharma.Co.Ltd - Form 8.5 (EPT/NON-RI) - Replacement of Takeda
11/12/2018 14:45
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RNS Number : 1457K
Morgan Stanley
11 December 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 DECEMBER 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: 12,372,141 1.58 30,648,073 3.91
(2) Cash-settled derivatives: 30,001,496 3.83 11,275,871 1.44
(3) Stock-settled derivatives (including options) and agreements to 315,000 0.04 315,000 0.04
purchase/sell:
42,688,637 5.44 42,238,944 5.39
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 3,847,656 4,244.2400 JPY 3,860.0000 JPY
Ordinary SALES 4,048,240 4,244.2400 JPY 3,863.0000 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 84900 3958.5028 JPY
Ordinary CFD LONG 40300 4104.0000 JPY
Ordinary CFD SHORT 90800 4020.3297 JPY
Ordinary CFD LONG 4000 3926.3547 JPY
Ordinary CFD LONG 20900 3889.0000 JPY
Ordinary CFD LONG 10200 4104.0000 JPY
Ordinary CFD SHORT 10200 4020.3297 JPY
Ordinary CFD LONG 284500 3983.4320 JPY
Ordinary CFD SHORT 2600 3881.0000 JPY
Ordinary CFD SHORT 1100 4000.0000 JPY
Ordinary CFD LONG 1100 3883.9145 JPY
Ordinary CFD LONG 300000 4000.0000 JPY
Ordinary CFD SHORT 23300 3885.5751 JPY
Ordinary CFD LONG 5200 3939.1615 JPY
Ordinary CFD SHORT 50600 3942.9476 JPY
Ordinary CFD SHORT 13300 4001.6616 JPY
Ordinary CFD SHORT 900 3901.2777 JPY
Ordinary CFD SHORT 229163 4000.2696 JPY
Ordinary CFD LONG 198147 4128.7368 JPY
Ordinary CFD SHORT 1800 3928.4444 JPY
Ordinary CFD LONG 200 3889.0000 JPY
Ordinary CFD SHORT 7500 3946.7866 JPY
Ordinary CFD SHORT 500 3908.4000 JPY
Ordinary CFD SHORT 1600 3949.0000 JPY
Ordinary CFD LONG 500 3961.0000 JPY
Ordinary CFD SHORT 17300 3982.6907 JPY
Ordinary CFD LONG 4300 3985.3488 JPY
Ordinary CFD SHORT 1600 3911.4831 JPY
Ordinary CFD LONG 500 3992.0000 JPY
Ordinary CFD SHORT 500 4000.0000 JPY
Ordinary CFD SHORT 7500 3994.8800 JPY
Ordinary CFD LONG 7500 3889.0000 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 e.g. American, European etc. Expiry date Option money paid/ received per unit
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: 11 DECEMBER 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
Ordinary PUT PURCHASED 65,000 4414.0000 JPY European 14/06/2019
Ordinary CALL PURCHASED 65,000 4414.0000 JPY European 14/06/2019
Ordinary PUT PURCHASED 65,000 4414.0000 JPY European 13/12/2019
Ordinary CALL PURCHASED 65,000 4414.0000 JPY European 13/12/2019
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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