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

Takeda Pharmaceutical CoAnnouncement

27/12/2018 14:45

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RNS Number : 6021L
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                                        20 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:                       8,696,874   1.11    38,234,493  4.88
  (2) Cash-settled derivatives:                                           33,975,929  4.33    4,500,159   0.57
  (3) Stock-settled derivatives (including options) and  agreements to    315,000     0.04    315,000     0.04
 purchase/sell:
   TOTAL:                                                                 42,987,803  5.48    43,049,652  5.49
 
 
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    PURCHASES     3,840,186       3,926.7947 JPY           3,588.0000 JPY
  Ordinary    SALES         5,834,374       3,926.7947 JPY           3,588.0000 JPY
 
(b)        Cash-settled derivative transactions
 
   Class of    Product description    Nature of dealing                                                              Number of reference securities    Price per
 relevant      e.g. CFD              e.g. opening/closing a long/short position, increasing/reducing a long/short                                     unit
                                   position
 security
 Ordinary     CFD                    LONG                                                                           23800                             3784.9164 JPY
 Ordinary     CFD                    SHORT                                                                          23800                             3812.4748 JPY
 Ordinary     CFD                    LONG                                                                           171300                            3784.9164 JPY
 Ordinary     CFD                    SHORT                                                                          4000                              3812.4748 JPY
 Ordinary     CFD                    LONG                                                                           600                               3853.5000 JPY
 Ordinary     CFD                    LONG                                                                           150000                            3804.1660 JPY
 Ordinary     CFD                    LONG                                                                           11400                             3850.2631 JPY
 Ordinary     CFD                    LONG                                                                           8800                              3840.0000 JPY
 Ordinary     CFD                    LONG                                                                           28500                             3845.3122 JPY
 Ordinary     CFD                    LONG                                                                           800                               3855.0000 JPY
 Ordinary     CFD                    SHORT                                                                          5900                              3839.5593 JPY
 Ordinary     CFD                    LONG                                                                           102600                            3794.1120 JPY
 Ordinary     CFD                    LONG                                                                           1500                              3842.5333 JPY
 Ordinary     CFD                    LONG                                                                           4200                              3823.2619 JPY
 Ordinary     CFD                    LONG                                                                           1312500                           3796.1293 JPY
 Ordinary     CFD                    SHORT                                                                          214000                            3829.5191 JPY
 Ordinary     CFD                    SHORT                                                                          20700                             3792.8375 JPY
 Ordinary     CFD                    LONG                                                                           46400                             3813.5505 JPY
 Ordinary     CFD                    LONG                                                                           455188                            3830.7917 JPY
 Ordinary     CFD                    SHORT                                                                          25170                             3707.4721 JPY
 Ordinary     CFD                    SHORT                                                                          44650                             3701.0996 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 STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS,
AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
 
 
1.         KEY INFORMATION
 
 Full name of person making disclosure:                                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 cash-settled derivatives.
 
The currency of all prices and other monetary amounts should be stated.
 
 
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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