REG - Nomura Holdings, Inc Takeda Pharma.Co.Ltd - Form 8 (DD) - Takeda Pharmaceutical Company Ltd
RNS Number : 5365LNomura Holdings, Inc27 December 2018FORM 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:
25 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:
736,503
0.094
1,519,385
0.194
(2) Cash-settled derivatives:
1,519,385
0.194
338,900
0.043
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
0
0.000
131,800
0.017
TOTAL:
2,255,888
0.288
1,990,085
0.254
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
623,800
3903.3903
3636.5628
Ordinary
Purchase
219,600
3719.5131
3614.0000
Ordinary
Sale
574,600
3691.4062
3632.2275
Ordinary
Sale
67,200
3691.0000
3630.0000
(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
24,800
3632.2275
Ordinary shares
Swap
Long
164,600
3633.1598
Ordinary shares
Swap
Long
200
3634.0000
Ordinary shares
Swap
Long
41,900
3640.9356
Ordinary shares
Swap
Long
8,000
3641.2000
Ordinary shares
Swap
Long
5,700
3642.7123
Ordinary shares
Swap
Long
500
3643.0157
Ordinary shares
Swap
Long
164,900
3646.4942
Ordinary shares
Swap
Long
22,900
3648.9026
Ordinary shares
Swap
Long
125,600
3650.0263
Ordinary shares
Swap
Long
100
3691.9600
Ordinary shares
Swap
Long
15,400
3684.9093
Ordinary shares
Swap
Short
206,800
3636.4173
Ordinary shares
Swap
Short
27,300
3637.5861
Ordinary shares
Swap
Short
118,500
3642.1363
Ordinary shares
Swap
Short
40,800
3645.1308
Ordinary shares
Swap
Short
9,100
3645.3571
Ordinary shares
Swap
Short
300
3647.0000
Ordinary shares
Swap
Short
6,700
3647.1537
Ordinary shares
Swap
Short
15,500
3647.6581
Ordinary shares
Swap
Short
141,000
3649.2397
Ordinary shares
Swap
Short
30,900
3651.3748
Ordinary shares
Swap
Short
300
3652.3333
Ordinary shares
Swap
Short
26,500
3654.6792
Ordinary shares
Swap
Short
100
3903.0000
(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:
27 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:
5,588,687
0.713
Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement):
-2,904,225
-0.370
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
272,739
Ordinary
Borrow (Full return)
-211,339
Ordinary
Loan
-1,840,969
Ordinary
Loan (Full return)
1,834,475
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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