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

Takeda Pharmaceutical CoAnnouncement

12/12/2018 11:30

RNS Number : 2712K
Nomura Holdings, Inc
12 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:


11 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:


453,802


0.058


1,149,345


0.147




(2) Cash-settled derivatives:
 


1,149,345


0.147


393,100


0.050




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


0


0.000


131,800


0.017




 
     TOTAL:


1,603,147


0.205


1,674,245


0.214




 
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


821,900


3722.4362


3692.0000




Ordinary


Purchase


71,750


3752.0000


3680.9240




Ordinary


Sale


902,300


3748.7751


3703.4849




Ordinary


Sale


95,372


3716.9610


3679.0000




 
 (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


6,400


3703.7813




Ordinary shares


Swap


Long


20,500


3707.6800




Ordinary shares


Swap


Long


100


3709.9600




Ordinary shares


Swap


Long


8,100


3712.0370




Ordinary shares


Swap


Long


60,800


3712.7945




Ordinary shares


Swap


Long


424,500


3713.8068




Ordinary shares


Swap


Long


17,900


3714.6676




Ordinary shares


Swap


Long


2,900


3715.8870




Ordinary shares


Swap


Long


200


3716.5000




Ordinary shares


Swap


Long


35,400


3717.5534




Ordinary shares


Swap


Long


159,500


3717.8452




Ordinary shares


Swap


Long


113,100


3720.6852




Ordinary shares


Swap


Long


1,800


3735.5000




Ordinary shares


Swap


Long


100


3742.5000




Ordinary shares


Swap


Long


1,000


3747.0000




Ordinary shares


Swap


Long


50,000


3749.0000




Ordinary shares


Swap


Short


1,600


3692.0000




Ordinary shares


Swap


Short


600


3701.6667




Ordinary shares


Swap


Short


6,000


3706.6167




Ordinary shares


Swap


Short


18,700


3709.9139




Ordinary shares


Swap


Short


19,700


3712.2665




Ordinary shares


Swap


Short


83,700


3713.4481




Ordinary shares


Swap


Short


99,100


3713.9553




Ordinary shares


Swap


Short


8,500


3714.5176




Ordinary shares


Swap


Short


200


3714.9100




Ordinary shares


Swap


Short


470,700


3717.3924




Ordinary shares


Swap


Short


113,100


3722.2874




                                                                                                                       
(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:


12 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:


4,900,263


0.625




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


-1,768,661


-0.226




 
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


1,086,900




Ordinary


Borrow (Full return)


-57,100




Ordinary


Loan


-1,625,096




Ordinary


Loan (Full return)


 1,617,996




 
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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