REG - Morgan Stanley Takeda Pharma.Co.Ltd - Form 8.5 (EPT/NON-RI) - TAKEDA PHARMACEUTICAL
RNS Number : 5494LMorgan Stanley27 December 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
25 DECEMBER 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 this 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:
10,201,845
1.30
41,006,432
5.23
(2) Cash-settled derivatives:
34,260,991
4.37
3,466,659
0.44
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
315,000
0.04
315,000
0.04
TOTAL:
44,777,836
5.71
44,788,091
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
relevant
security
Purchases/
sales
Total number
of securities
Highest price
per unit paid/received
Lowest price
per unit paid/received
Ordinary
PURCHASES
3,719,994
3,840.0000 JPY
3,550.6342 JPY
Ordinary
SALES
3,317,992
3,840.0000 JPY
3,550.6342 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
7500
3665.0400 JPY
Ordinary
CFD
LONG
1600
3641.3125 JPY
Ordinary
CFD
SHORT
300
3630.0000 JPY
Ordinary
CFD
LONG
4200
3626.0000 JPY
Ordinary
CFD
SHORT
72600
3639.5674 JPY
Ordinary
CFD
SHORT
200
3635.0000 JPY
Ordinary
CFD
LONG
100
3647.0000 JPY
Ordinary
CFD
LONG
115000
3602.6878 JPY
Ordinary
CFD
SHORT
42500
3590.0000 JPY
Ordinary
CFD
LONG
1100
3646.6363 JPY
Ordinary
CFD
SHORT
1200
3642.5000 JPY
Ordinary
CFD
SHORT
96800
3665.0247 JPY
Ordinary
CFD
LONG
2100
3640.1904 JPY
Ordinary
CFD
SHORT
3000
3630.0000 JPY
Ordinary
CFD
SHORT
20000
3630.0000 JPY
Ordinary
CFD
SHORT
1047432
3831.2010 JPY
Ordinary
CFD
LONG
100000
3649.6450 JPY
Ordinary
CFD
LONG
477200
3643.2831 JPY
Ordinary
CFD
LONG
290680
3612.5829 JPY
Ordinary
CFD
SHORT
75000
3640.0000 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?
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.
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 disclosure relates:
Takeda Pharmaceutical Company Limited
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
Type
e.g. American,
European
etc
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
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