REG - Nomura Holdings, Inc Takeda Pharma.Co.Ltd - Form 8 (DD) - Takeda Pharmaceutical Company Ltd
03/12/2018 09:25
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RNS Number : 2023J
Nomura Holdings, Inc
03 December 2018
Amended Version Re 2(a) 3 Short Position
FORM 8.4 (DD)
PUBLIC DEALING DISCL
OSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS
FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Nomura Holdings Inc.
(b) Owner or controller of interests and short positions disclosed, if NA
different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a
trust, the trustee(s), settlor and beneficiaries must be named.
(c) 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
(d) Status of person making the disclosure: Joint Financial Advisor to Takeda Pharmaceutical Company Limited
e.g. offeror, offeree, person acting in concert with the
offeror/offeree (specify name of offeror/offeree)
(e) Date dealing undertaken: 29 November 2018
(f) In addition to the company in 1(c) above, is the discloser making YES / NO / N/A
disclosures in respect of any other party to the offer?
If YES, specify which: NO
If it is a cash offer or possible cash offer, state "N/A"
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
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(c),
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
Class of relevant security: JP3463000004 Ordinary shares
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 253,251 0.032 878,780 0.112
(2) Cash-settled derivatives: 878,780 0.112 213,700 0.027
(3) Stock-settled derivatives (including options) and agreements to 0 0.000 137,900 0.018
purchase/sell:
1,132,031 0.144 1,223,280 0.156
TOTAL:
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).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including directors'
and other employee options)
Class of relevant security in relation to which subscription right exists: Nil
Details, including nature of the rights concerned and relevant percentages: Nil
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), 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
(i) Party to an offer or person acting in concert (except for
a principal trader in the same group as a connected adviser)
Class of relevant security Purchase/sale Number of securities Price per unit
(ii) Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected adviser
Class of relevant security Purchases/ sales Total number of securities Highest price per unit paid/received Lowest price per unit paid/received
Ordinary Purchase 491,000 4191.0848 4164.1666
Ordinary Purchase 56,895 4208.0000 4147.5200
Ordinary Sale 683,000 4207.7475 4167.1666
Ordinary Sale 9,668 4206.0000 4160.0000
(b) Cash-settled derivative transactions
Class of relevant security Product description Nature of dealing Number of reference securities Price per unit
e.g. CFD e.g. opening/closing a long/short position, increasing/reducing a long/short
position
Ordinary shares Swap Long 200 4167.5000
Ordinary shares Swap Long 200 4167.8000
Ordinary shares Swap Long 1,300 4170.8521
Ordinary shares Swap Long 6,200 4173.9565
Ordinary shares Swap Long 87,900 4175.2016
Ordinary shares Swap Long 8,800 4176.7159
Ordinary shares Swap Long 49,000 4177.0341
Ordinary shares Swap Long 700 4178.4286
Ordinary shares Swap Long 371,500 4178.9105
Ordinary shares Swap Long 119,600 4179.3913
Ordinary shares Swap Long 34,300 4180.1195
Ordinary shares Swap Long 400 4182.5000
Ordinary shares Swap Long 400 4185.0000
Ordinary shares Swap Long 100 4190.5000
Ordinary shares Swap Long 100 4191.5000
Ordinary shares Swap Long 300 4194.5000
Ordinary shares Swap Long 2,000 4208.0000
Ordinary shares Swap Short 200 4164.0000
Ordinary shares Swap Short 100 4166.5000
Ordinary shares Swap Short 9,000 4172.0856
Ordinary shares Swap Short 106,200 4174.7403
Ordinary shares Swap Short 8,500 4175.6176
Ordinary shares Swap Short 45,600 4175.8678
Ordinary shares Swap Short 220,600 4178.1253
Ordinary shares Swap Short 58,500 4178.1692
Ordinary shares Swap Short 39,000 4179.4294
Ordinary shares Swap Short 3,000 4190.1333
Ordinary shares Swap Short 300 4190.8333
(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 Expiry date Option money paid/ received per unit
e.g. American, European etc.
Ordinary Put Option Purchasing 7,100 4,208 European 04-Dec-23 N/A
(ii) Exercise
Class of relevant security Product description Exercising/ exercised against Number of securities Exercise price per unit
e.g. call option
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
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 party to
the offer or person acting in concert making the disclosure and any other
person:
Irrevocable commitments and letters of intent should not be included. If
there are no such agreements, arrangements or understandings, state "none"
NA
(b) Agreements, arrangements or understandings relating to
options or derivatives
Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer or person acting in concert 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"
NA
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) YES
Supplemental Form 8 (SBL) YES
Date of disclosure: 30 November 2018
Contact name: Kyere Tabiri
Telephone number: 020 7102 1267
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 dealing 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: Nomura Holdings Inc.
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 Type Expiry date
e.g. American, European etc.
Ordinary Call Written -6,100 4,910 European 3-Dec-18
Ordinary Call Written -21,700 4,847 European 7-Jun-21
Ordinary Put Purchased -11,800 4,460 European 10-Jan-19
Ordinary Put Purchased -6,700 4,450 European 17-Apr-20
Ordinary Put Purchased -6,000 4,727 European 31-July-20
Ordinary Put Purchased -6,500 4,564 European 30-Aug-21
Ordinary Put Purchased -10,300 4,827 European 28-Dec-21
Ordinary Put Purchased -22,900 4,350 European 21-Jun-23
Ordinary Put Purchased -6,400 4,626 European 11-Jul-23
Ordinary Put Purchased -21,000 4,739 European 4-Aug-23
Ordinary Put Purchased -11,400 4,367 European 24-Oct-23
Ordinary Put Purchased -7,100 4,208 European 04-Dec-23
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/) .
SUPPLEMENTAL FORM 8 (SBL)
DETAILS OF SECURITIES BORROWING AND LENDING AND
FINANCIAL CO LLATERAL ARRANGEMENTS BY
PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT
Note 5(l) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: Nomura Holdings Inc.
Name of offeror/offeree in relation to whose relevant securities this form Takeda Pharmaceutical Company Limited
relates:
2. SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL
POSITIONS
Class of relevant security: JP3463000004 Ordinary shares
Number %
Securities borrowed: 1,697,676 0.216
Securities lent (including securities subject to a security financial -797,555 -0.102
collateral arrangement with right of use or a title transfer collateral
arrangement):
Details of borrowed relevant securities which have been either on-lent or sold
do not need to be disclosed.
3. SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL
TRANSACTIONS
Class of relevant security Nature of transaction Number of securities
e.g. securities lending/borrowing, delivery/receipt of recalled securities,
entering into financial collateral arrangement with right of use, entering
into title transfer collateral arrangement etc.
Ordinary Borrow 0
Ordinary Borrow (Full return) 0
Ordinary Loan -417,900
Ordinary Loan (Full return) 416,800
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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