REG - Morgan Stanley Takeda Pharma.Co.Ltd - Form 8.5 (EPT/NON-RI) - Replacement of Takeda
27/12/2018 15:25
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RNS Number : 6058L
Morgan Stanley
27 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 13 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 this 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: 15,370,662 1.96 35,250,879 4.49
(2) Cash-settled derivatives: 30,797,948 3.93 10,192,559 1.30
(3) Stock-settled derivatives (including options) and agreements to 315,000 0.04 315,000 0.04
purchase/sell:
TOTAL: 46,483,610 5.93 45,758,438 5.83
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 Purchases/ Total number Highest price Lowest price
relevant sales of securities per unit paid/received per unit paid/received
security
Ordinary PURCHASE 12,894,527 4,045.6259 JPY 3,655.8269 JPY
Ordinary SALES 11,814,208 4,045.6259 JPY 3,655.8269 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 700 3978.1428 JPY
Ordinary CFD LONG 5900 3944.7966 JPY
Ordinary CFD SHORT 800 3964.6250 JPY
Ordinary CFD LONG 6500 3982.4769 JPY
Ordinary CFD SHORT 900 3965.4444 JPY
Ordinary CFD LONG 2400 3947.7500 JPY
Ordinary CFD LONG 50200 3984.7270 JPY
Ordinary CFD SHORT 1100 3980.0000 JPY
Ordinary CFD LONG 82400 3982.9478 JPY
Ordinary CFD LONG 465759 3713.8586 JPY
Ordinary CFD LONG 6600 3981.2272 JPY
Ordinary CFD LONG 3800 3982.9473 JPY
Ordinary CFD LONG 200 3944.5000 JPY
Ordinary CFD LONG 14100 3969.3475 JPY
Ordinary CFD LONG 1600 3982.1875 JPY
Ordinary CFD LONG 50000 3981.1160 JPY
Ordinary CFD LONG 1721100 3954.3867 JPY
Ordinary CFD LONG 9800 3960.1511 JPY
Ordinary CFD SHORT 100 3980.0000 JPY
Ordinary CFD LONG 8200 3971.7804 JPY
Ordinary CFD SHORT 255400 3980.2384 JPY
Ordinary CFD LONG 994375 3857.6328 JPY
Ordinary CFD LONG 276789 3870.1924 JPY
Ordinary CFD SHORT 4493682 3724.1454 JPY
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class Product description e.g. call option Writing, purchasing, Number Exercise price Type Expiry date Option money paid/ received per unit
of selling, of securities to which option relates per unit e.g. American, European etc.
relevant varying etc.
security
N/A N/A N/A N/A N/A N/A N/A N/A
(ii) Exercise
Class of Product description Exercising/ Number of securities Exercise price
relevant e.g. call option exercised per unit
security against
N/A N/A N/A N/A N/A
(d) Other dealings (including subscribing for new securities)
Class of relevant Nature of dealing Details Price per unit (if applicable)
security 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: 27 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.
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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