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 : 6023L
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                                        21 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:                       9,467,213   1.21    40,673,802  5.19
  (2) Cash-settled derivatives:                                           34,940,243  4.46    3,786,359   0.48
  (3) Stock-settled derivatives (including options) and  agreements to    315,000     0.04    315,000     0.04
 purchase/sell:
   TOTAL:                                                                 44,722,456  5.70    44,775,161  5.71
 
 
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     10,859,655      3,954.1000 JPY           3,588.0000 JPY
  Ordinary    SALES         12,528,625      3,954.1000 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                                                                           1500                              3835.0000 JPY
 Ordinary     CFD                    SHORT                                                                          1439495                           3752.7545 JPY
 Ordinary     CFD                    LONG                                                                           1705600                           3831.8406 JPY
 Ordinary     CFD                    LONG                                                                           300000                            3835.000 JPY
 Ordinary     CFD                    LONG                                                                           43300                             3811.2009 JPY
 Ordinary     CFD                    SHORT                                                                          15800                             3726.6202 JPY
 Ordinary     CFD                    LONG                                                                           400800                            3829.1022 JPY
 Ordinary     CFD                    SHORT                                                                          1100                              3825.3636 JPY
 Ordinary     CFD                    LONG                                                                           200                               3835.5000 JPY
 Ordinary     CFD                    SHORT                                                                          75000                             3809.1453 JPY
 Ordinary     CFD                    LONG                                                                           635525                            3807.5561 JPY
 Ordinary     CFD                    LONG                                                                           800                               3839.0000 JPY
 Ordinary     CFD                    LONG                                                                           30000                             3795.0000 JPY
 Ordinary     CFD                    SHORT                                                                          38000                             3761.8315 JPY
 Ordinary     CFD                    LONG                                                                           6000                              3831.9666 JPY
 Ordinary     CFD                    LONG                                                                           100384                            3828.8747 JPY
 Ordinary     CFD                    SHORT                                                                          25600                             3811.0117 JPY
 Ordinary     CFD                    LONG                                                                           8900                              3856.8651 JPY
 Ordinary     CFD                    LONG                                                                           2800                              3844.3928 JPY
 Ordinary     CFD                    SHORT                                                                          50050                             3836.3776 JPY
 Ordinary     CFD                    LONG                                                                           87350                             3842.3251 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  Exercise       Type             Expiry
                                                                                         to which              price          e.g. American,   date
                                                                                         option or             per unit       European
                                                                                         derivative relates                   etc
  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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