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

Takeda Pharmaceutical CoAnnouncement

07/01/2019 13:45

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RNS Number : 4066M
Morgan Stanley
07 January 2019
 
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                                        27 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:                       10,289,745  1.31    41,200,942  5.25
  (2) Cash-settled derivatives:                                           34,329,156  4.38    3,279,059   0.42
  (3) Stock-settled derivatives (including options) and  agreements to    315,000     0.04    315,000     0.04
 purchase/sell:
   TOTAL:                                                                 44,933,901  5.73    44,795,001  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     1,568,210       3,861.0000 JPY           3,597.7873 JPY
  Ordinary    SALES         1,644,220       3,863.0000 JPY           3,597.7873 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                                                                           48800                             3792.0000 JPY
 Ordinary     CFD                    LONG                                                                           100                               3821.0000 JPY
 Ordinary     CFD                    LONG                                                                           59400                             3815.2643 JPY
 Ordinary     CFD                    LONG                                                                           30000                             3819.4266 JPY
 Ordinary     CFD                    SHORT                                                                          400                               3810.6000 JPY
 Ordinary     CFD                    LONG                                                                           400                               3804.0000 JPY
 Ordinary     CFD                    SHORT                                                                          100                               3810.6000 JPY
 Ordinary     CFD                    SHORT                                                                          8300                              3815.2771 JPY
 Ordinary     CFD                    SHORT                                                                          21800                             3791.6636 JPY
 Ordinary     CFD                    LONG                                                                           100                               3718.0000 JPY
 Ordinary     CFD                    SHORT                                                                          200                               3791.6636 JPY
 Ordinary     CFD                    LONG                                                                           33200                             3810.5841 JPY
 Ordinary     CFD                    LONG                                                                           191765                            3744.4731 JPY
 Ordinary     CFD                    SHORT                                                                          223000                            3840.0000 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:    07 JANUARY 2019
  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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