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

Takeda Pharmaceutical CoAnnouncement

10/08/2018 11:05

RNS Number : 4824X
Morgan Stanley
10 August 2018
 


 
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 relates:
     Use a separate form for each offeror/offeree


Takeda Pharmaceutical Company Limited




(c) Name of the party to the offer with which exempt principal trader is connected:


Shire plc




(d) Date position held/dealing undertaken:
     For an opening position disclosure, state the latest practicable date prior to the disclosure


09 AUGUST 2018




(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer?
     If it is a cash offer or possible cash offer, state "N/A"


YES - Shire plc



 
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:


5,067,524


0.65


11,663,615


1.49




(2) Cash-settled derivatives:
 


11,309,453


1.44


4,593,408


0.59




(3) Stock-settled derivatives (including options) and agreements to purchase/sell:


0


0.00


0


0.00




 
     TOTAL:


16,376,977


2.09


16,257,023


2.08



 
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


 285,068


 4,769.5898 JPY


 4,731.0000 JPY




 Ordinary


 SALES


 411,634


 4,769.5898 JPY


 4,731.0000 JPY



 
 (b)       Cash-settled derivative transactions
 



Class of relevant security


 Product description
            e.g. CFD


 Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position


 Number of reference securities


 Price per unit




Ordinary


CFD


LONG


600


4748.0000 JPY




Ordinary


CFD


LONG


200


4748.0000 JPY




Ordinary


CFD


SHORT


600


4744.5000 JPY




Ordinary


CFD


SHORT


12200


4742.9836 JPY




Ordinary


CFD


LONG


1400


4748.3571 JPY




Ordinary


CFD


LONG


2400


4746.1662 JPY




Ordinary


CFD


LONG


200


4741.5000 JPY




Ordinary


CFD


SHORT


2200


4747.0000 JPY




Ordinary


CFD


LONG


15400


4741.0000 JPY




Ordinary


CFD


LONG


1400


4748.0000 JPY




Ordinary


CFD


LONG


17466


4764.7174 JPY




Ordinary


CFD


LONG


120565


4764.7174 JPY




Ordinary


CFD


SHORT


100


4743.0000 JPY




Ordinary


CFD


SHORT


100


4741.0000 JPY




Ordinary


CFD


LONG


75900


4748.9001 JPY




Ordinary


CFD


SHORT


100


4741.0000 JPY




Ordinary


CFD


LONG


1300


4748.0000 JPY




Ordinary


CFD


SHORT


1700


4748.0000 JPY




Ordinary


CFD


SHORT


173027


4761.1135 JPY




Ordinary


CFD


LONG


8100


4742.1448 JPY




Ordinary


CFD


LONG


11900


4743.6638 JPY




Ordinary


CFD


SHORT


8500


4736.3294 JPY




Ordinary


CFD


LONG


2700


4747.5844 JPY




Ordinary


CFD


LONG


26300


4747.5844 JPY




Ordinary


CFD


SHORT


50300


4746.1566 JPY




Ordinary


CFD


SHORT


2700


4746.1566 JPY




Ordinary


CFD


LONG


85600


4741.3252 JPY




Ordinary


CFD


SHORT


9834


4751.1811 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
e.g. call option


Exercising/ exercised against


Number of securities


Exercise price per unit




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
e.g. subscription, conversion


Details


Price per unit (if applicable)




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?


NO



 
 



Date of disclosure:


10 AUGUST 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.  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.




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