REG - Takeda Pharma.Co.Ltd Shire plc - Form 8 (OPD) Takeda Pharmaceutical Company Limited

Takeda Pharmaceutical CoAnnouncement

23/07/2018 16:10

RNS Number : 4928V
Takeda Pharmaceutical Company Ltd
23 July 2018
 


FORM 8 (OPD)
 
AMENDMENT - the disclosure published on 13 April 2018 (RNS number: 8997K) has been updated as Shiro Kuniya holds interests in 1,752 shares in Takeda Pharmaceutical Company Limited allotted to him under the Board Incentive Plan (964 shares were disclosed previously). Section 3(b) has been updated accordingly
 
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
 
1.         KEY INFORMATION
 



(a) Full name of discloser:


Takeda Pharmaceutical Company Limited ("Takeda")




(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.


N/A




(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) Is the discloser the offeror or the offeree?


OFFEROR




(e) Date position held:
     The latest practicable date prior to the disclosure


12 April 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 - Shire Plc



 
2.         POSITIONS OF THE PARTY TO THE OFFER 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
 



Class of relevant security:
 


Ordinary shares in Takeda




 
 


Interests


Short positions




Number


%


Number


%




(1) Relevant securities owned and/or controlled:


Nil


0


Nil


0




(2) Cash-settled derivatives:
 


Nil


0


Nil


0




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


Nil


0


Nil


0




 
     TOTAL:


Nil


0


Nil


0



 
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
 



Class of relevant security in relation to which subscription right exists:


None




Details, including nature of the rights concerned and relevant percentages:


None



 
 
3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
 



Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:




 
3(a) Shares held by Takeda directors and their close relatives and related trusts (excluding options and awards set out below):
 



Name of Takeda director


Number of Takeda shares


Percentage of issued share capital (%)




Christophe Weber


81,700


0.01




Masato Iwasaki


8,996


<0.01




James Kehoe


3,900


<0.01




Yoshiaki Fujimori


1,300


<0.01




Masahiro Sakane


900


<0.01




Toshiyuki Shiga


700


<0.01




Yasuhiko Yamanaka


17,800


<0.01




Shiro Kuniya


1,700


<0.01




Koji Hatsukawa


600


<0.01




Total


117,596


0.02



 
3(b) Shares allotted to Takeda directors under the BIP1



Name


Number of shares


Vesting date




Christophe Weber


122,184


1 June 2018; 1 June 2019 and 1 June 2020




Masato Iwasaki


7,333


1 June 2018; 1 June 2019 and 1 June 2020




Yoshiaki Fujimori


1,752


On retirement




Emiko Higashi


4,171


On retirement




Michel Orsinger


4,171


On retirement




Masahiro Sakane


1,752


On retirement




Toshiyuki Shiga


1,752


On retirement




Yasuhiko Yamanaka


4,908


On retirement




Shiro Kuniya


1,752


On retirement




Jean-Luc Butel


4,171


On retirement




Koji Hatsukawa


1,752


On retirement



 
1 Board Incentive Plan ("BIP")
Directors may also receive shares under the BIP. Under this plan, Takeda shares are acquired under a trust and are granted to directors based on their achievement of certain performance indicators. Shares allotted to the external directors (being Yoshiaki Fuijmori, Emiko Higashi, Michel Orsinger, Masahiro Sakane and Toshiyuki Shiga) and directors who are Audit and Supervisory Committee members (being Yasuhiko Yamanaka, Shiro Kuniya, Jean-Luc Butel and Koji Hatsukawa, of whom all but Yasuhiko Yamanaka are also external directors) under the BIP are held on trust until the retirement of those directors. Shares allotted to non-Japan resident directors are sold in the market and those directors receive cash in lieu of shares. As shares are automatically allocated as part of a share compensation programme, there is no exercise price or expiry date.
 
3(c) Shares allotted to Takeda directors under the ESOP2



Name


Number of shares


Vesting date




Andrew S. Plump


44,248


1 June 2018; 1 June 2019 and 1 June 2020



 
2 Employee Stock Ownership Plan ("ESOP")
As a senior employee of Takeda's US subsidiary, Andrew S. Plump is eligible for the ESOP. Under the ESOP, Takeda shares are granted to employees based on position and achievement of certain performance indicators (among other criteria). Beneficiaries may opt to convert shares to be allotted to them into cash under the provisions of the trust agreement. Vesting is generally conditional on continued service from the date of grant to the date of vesting. Shares allotted to non-Japan resident beneficiaries are sold in the market and those directors receive cash in lieu of shares. As shares are automatically allocated as part of a share compensation programme, there is no exercise price or expiry date.
 
3(d) Options owned by Takeda directors (issued 2010 - 2013)
Takeda issued stock options ("Stock Acquisition Rights") to its directors and senior employees until 2013, when this program was replaced by the BIP / ESOP programs referred to elsewhere on this form. It is a condition of execution of all Stock Acquisition Rights that the person exercising that Right is a director of Takeda at the time the right is exercised, unless that director: (i) has resigned; (ii) has retired due to expiration of term of office; or (iii) there is any other valid reason.
Stock Acquisition Rights issued 25 June 2010



Name of Director


Payment value (¥)


Financial value to be invested upon execution (¥)


Exercise period


Type and number of shares subject to Stock Acquisition Right


Number of Stock Acquisition Rights




Yasuhiko Yamanaka


3,028 per share


1 per share


11 July 2013 to 10 July 2020


7,000 ordinary shares


70



 
Stock Acquisition Rights issued 24 June 2011 (Series 1)



Name of Director


Payment value (¥)


Financial value to be invested upon execution (¥)


Exercise period


Type and number of shares subject to Stock Acquisition Right


Number of Stock Acquisition Rights




Yasuhiko Yamanaka


2,726 per share


1 per share


16 July 2014 to 15 July 2021


10,100 ordinary shares


101



 
Stock Acquisition Rights issued 24 June 2011 (Series 2)



Name of Director


Payment value (¥)


Financial value to be invested upon execution (¥)


Exercise period


Type and number of shares subject to Stock Acquisition Right


Number of Stock Acquisition Rights




Masato Iwasaki


427 per share


3,705 per share


16 July 2014 to 15 July 2031


42,900 ordinary shares


429



 
Stock Acquisition Rights issued 26 June 2012 (Series 1)



Name of Director


Payment value (¥)


Financial value to be invested upon execution (¥)


Exercise period


Type and number of shares subject to Stock Acquisition Right


Number of Stock Acquisition Rights




Masato Iwasaki


2,678 per share


1 per share


18 July 2015 to 17 July 2022


7,900


79




Yasuhiko Yamanaka


2,678 per share


1 per share


18 July 2015 to 17 July 2022


10,700


107



 
Stock Acquisition Rights issued 26 June 2013 (Series 1)



Name of Director


Payment value (¥)


Financial value to be invested upon execution (¥)


Exercise period


Type and number of shares subject to Stock Acquisition Right


Number of Stock Acquisition Rights




Masato Iwasaki


3,709 per share


1 per share


20 July 2016 to 19 July 2023


6,100


61




Yasuhiko Yamanaka


3,709 per share


1 per share


20 July 2016 to 19 July 2023


8,200


82



 
3(e) Interests of other persons acting in concert with Takeda:
 



Name of concert party


Number of Takeda shares




Watanabe Chemical Co Ltd3


12,000




Amato Pharmaceutical Products Ltd3


275,000




Total


287,000



 
3 Because Takeda owns or controls 25% or more of the voting rights in these parties, under Japan's Companies Act, the parties' shareholdings do not carry any rights to vote. These shares are therefore excluded from the calculation of the total number of shares in issue.
 
3(f) Interests held by connected advisers of Takeda:
 



Name of adviser


Interests held




J.P. Morgan Cazenove


By J.P. Morgan Securities LLC (PCS): 59 (Equity Depository Receipt (Long)) (other than Rule 8 exempt entities)




By JPMorgan Structured Products BV: 6,121 (Physically-settled derivatives (Long)) (other than Rule 8 exempt entities)







 
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).
 
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 making the disclosure or any person acting in concert with it:
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 party to the offer making the disclosure, or any person acting in concert with it, 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
 
Are any Supplemental Forms attached?
 



Supplemental Form 8 (Open Positions)


NO




Supplemental Form 8 (SBL)


NO



 
 



Date of disclosure:


13 April 2018




Contact name:


Oliver Tucker




Telephone number:


+44 207 102 1000



 
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.
 




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