Last checked at 21 May 2014 15:44
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the person whose positions/dealings are being disclosed | FMR LLC and/or one or more of its direct or indirect subsidiaries And FIL Limited and/or one or more of its direct and indirect subsidiaries |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Pfizer Inc |
| (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree | |
| (e) Date position held/dealing undertaken | 20-May-14 |
| (f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer? | YES If YES, specify which: AstraZeneca Plc |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security:
| Ordinary Shares | |||
Interests | Short positions | |||
Number | (%) | Number | (%) | |
(1) Relevant securities owned and/or controlled: | 44,925,827 | 0.70% | ||
2) Derivatives (other than options): | ||||
(3) Options and agreements to purchase/sell | 2,500 | 0.00% | ||
TOTAL
| 44,925,827 | 0.70% | 2,500 | 0.00% |
Please note the above positions include a transition out of our accounts of 81 shares.
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors' and other executive options)
Class of relevant security in relation to which subscription right exists: | |
| Details, including nature of the rights concerned and relevant percentages: |
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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
Ordinary shares | Buy | 62 | 29.3500 USD/ Share |
Ordinary shares | Buy | 58 | 29.3700 USD/ Share |
Ordinary shares | Buy | 5,500 | 29.4449 USD/ Share |
Ordinary shares | Buy | 1,604 | 29.4600 USD/ Share |
Ordinary shares | Buy | 300 | 29.5100 USD/ Share |
Ordinary shares | Sale | 6 | 29.2500 USD/ Share |
Ordinary shares | Sale | 420 | 29.3048 USD/ Share |
Ordinary shares | Sale | 53 | 29.3100 USD/ Share |
Ordinary shares | Sale | 370 | 29.3400 USD/ Share |
Ordinary shares | Sale | 279 | 29.3600 USD/ Share |
Ordinary shares | Sale | 55,400 | 29.4246 USD/ Share |
Ordinary shares | Sale | 1,239 | 29.4550 USD/ Share |
Ordinary shares | Sale | 6,326 | 29.4600 USD/ Share |
Ordinary shares | Sale | 67 | 29.5000 USD/ Share |
Ordinary shares | Sale | 121 | 29.5050 USD/ Share |
Ordinary shares | Sale | 2,900 | 29.5100 USD/ Share |
(b) Derivatives transactions (other than options)
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 |
|
(c) Options transactions in respect of existing securities
(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) Exercising
Class of relevant security | Product description e.g. call option | Number of securities | Exercise price per unit |
|
(d) Other dealings (including new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
|
The currency of all prices and other monetary amounts should be stated.
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.
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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: If there are no such agreements, arrangements or understandings, state "none" |
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the person 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" |
|
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? | Yes |
DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Identity of person whose open positions are being disclosed: | PFIZER INC |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | ASTRAZENECA PLC (UK) |
2. OPTIONS AND DERIVATIVES
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 |
CS | Call Option | Written | 1,500 | USD 34.00 | American | 21-06-2014 |
CS | Call Option | Written | 1,000 | USD 33.00 | American | 19-07-2014 |
| Date of disclosure | 21-May-14 |
| Contact name | Nevelina Rousseva |
| Telephone number | 01737 837216 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. 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.