REG - Nomura Holdings, Inc Takeda Pharma.Co.Ltd - Form 8 (DD) - Takeda Pharmaceutical Company Ltd

Takeda Pharmaceutical CoAnnouncement

11/12/2018 11:25

RNS Number : 1215K
Nomura Holdings, Inc
11 December 2018
 


            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 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.


NA




(c) 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




(d) Status of person making the disclosure:
     e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)


Joint Financial Advisor to Takeda Pharmaceutical Company Limited




(e) Date dealing undertaken:


10 December 2018




(f)  In addition to the company in 1(c) above, is the discloser 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 / NO / N/A
If YES, specify which: NO



 
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:


507,024


0.065


1,098,545


0.140




(2) Cash-settled derivatives:
 


1,098,545


0.140


422,700


0.054




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


0


0.000


131,800


0.017




 
     TOTAL:


1,605,569


0.205


1,653,045


0.211



 
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


945,200


3802.1228


3779.5965




Ordinary


Purchase


76,050


3817.5000


3753.0000




Ordinary


Sale


1,040,400


3807.7048


3771.0000




Ordinary


Sale


140,400


3898.0000


3771.0000



 
 (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 shares


Swap


Long


35,000


3771.0000




Ordinary shares


Swap


Long


100


3775.0000




Ordinary shares


Swap


Long


200,000


3778.9610




Ordinary shares


Swap


Long


600


3786.1667




Ordinary shares


Swap


Long


11,300


3789.1637




Ordinary shares


Swap


Long


100


3790.0000




Ordinary shares


Swap


Long


10,600


3791.8349




Ordinary shares


Swap


Long


60,300


3792.2111




Ordinary shares


Swap


Long


461,900


3793.5199




Ordinary shares


Swap


Long


173,500


3793.5585




Ordinary shares


Swap


Long


48,200


3795.0882




Ordinary shares


Swap


Long


2,200


3796.7567




Ordinary shares


Swap


Long


35,900


3797.8407




Ordinary shares


Swap


Long


700


3807.8571




Ordinary shares


Swap


Short


104,200


3779.4453




Ordinary shares


Swap


Short


9,400


3788.4043




Ordinary shares


Swap


Short


11,400


3788.5544




Ordinary shares


Swap


Short


148,500


3791.9192




Ordinary shares


Swap


Short


539,100


3792.2717




Ordinary shares


Swap


Short


110,700


3792.6511




Ordinary shares


Swap


Short


1,000


3799.1000




Ordinary shares


Swap


Short


500


3800.0000




Ordinary shares


Swap


Short


20,400


3801.8186



                                                                                                                       
(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





















































 
 (ii)       Exercise
 



Class of relevant security


Product description
e.g. call option


Exercising/ exercised against


Number of securities


Exercise price per unit

























 
(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)








 
 











 
 
 
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:


11 December 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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                               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 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


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.
 
 
 
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 relates:


Takeda Pharmaceutical Company Limited



 
 
2.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL POSITIONS
 



Class of relevant security: JP3463000004


Ordinary shares








Number
 


%




Securities borrowed:


3,870,463


0.494




Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement):


-1,761,561


-0.225



 
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
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.


Number of securities




Ordinary


Borrow


51,400




Ordinary


Borrow (Full return)


-100




Ordinary


Loan


-49,915




Ordinary


Loan (Full return)


0



 
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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