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11 Nov 2015 11:52
Ap27
FORM 38.5(b)
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 38.5(b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013
DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS WITHOUT RECOGNISED INTERMEDIARY STATUS, OR WITH RECOGNISED
INTERMEDIARY STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY
1. KEY INFORMATION
Name of exempt principal trader | J.P. Morgan Securities LLC. |
Company dealt in | Pfizer Inc |
Class of relevant security to which the dealings being disclosed relate (Note 1) | Common Stock |
Date of dealing | 10 November 2015 |
2. INTERESTS AND SHORT POSITIONS
(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 2)
Class of relevant security: | Long | Short | ||||
Common Stock | Number | (%) | Number | (%) | ||
(1) Relevant securities | 5,278,250 0.09 | 2,571,636 0.04 | ||||
(2) Derivatives (other than options) | 1,098,327 0.02 | 2,467,234 0.04 | ||||
(3) Options and agreements to purchase/sell | 5,317,470 0.09 | 2,895,600 0.05 | ||||
Total | 11,694,047 0.20 | 7,934,470 0.13
| ||||
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 2)
Class of relevant security: | Long | Short | ||||
Number | (%) | Number | (%) | |||
(1) Relevant securities | ||||||
(2) Derivatives (other than options) | ||||||
(3) Options and agreements to purchase/sell | ||||||
Total | ||||||
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3. DEALINGS (Note 3)
(a) Purchases and sales
Purchases/ sales
| Number of relevant securities | Price per unit (USD) |
Purchases
Sales | 9,900 400 3,200 10,392 550 1,100 300 4,545 9,400 2,200 18,796 1,300 119 4,494 904 1,000 300 1,700 6,500 8,432 7,900 200 300 3,200 500 1,314 300 200
5,700 1,300 119 | 33.7650 33.7700 33.7778 33.7900 33.7918 33.7950 33.7975 33.7976 33.8000 33.8027 33.8048 33.8050 33.8097 33.8100 33.8111 33.8120 33.8133 33.8150 33.8175 33.8189 33.8200 33.8250 33.8275 33.8300 33.8350 33.8400 33.8450 33.8850
33.7600 33.7623 33.8000 |
(b) Derivatives transactions (other than options transactions)
Product name, e.g. CFD | Nature of transaction (Note 5) | Number of relevant securities (Note 6) | Price per unit (USD) (Note 4) |
(c) Options transactions in respect of existing relevant securities
(i) Writing, selling, purchasing or varying
Product name, e.g. call option | Writing, selling, purchasing, varying etc. | Number of securities to which the option relates (Note 7) | Exercise price | Type, e.g. American, European etc. | Expiry date | Option money paid/received per unit (Note 4) |
(ii) Exercising
Product name, e.g. call option | Number of securities | Exercise price per unit (Note 4) |
Leveraged Accumulator | 600 | 31.6990 |
+ bought by counterparty at exercise price
(d) Other dealings (including transactions in respect of new securities) (Note 3)
Nature of transaction (Note 7) | Details | Price per unit (if applicable) (Note 4) |
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4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities
under any option referred to on this form or relating to the voting rights or future
acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
Is a Supplemental Form 38.5(b) attached? (Note 8) YES
Date of disclosure | 11 November 2015 |
Contact name | Tung Le |
Telephone number | 020 7742 7272 |
Name of offeree/offeror with which connected | Allergan plc |
Nature of connection (Note 9) | Adviser to Allergan plc |
SUPPLEMENTAL FORM 38.5(b)
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 38.5(b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013
DETAILS OF OPEN POSITIONS
(This form should be attached to Form 38.5(b)) OPEN POSITIONS (Note 1)
Product name, e.g. call option | Written or purchased | Number of relevant securities to which the option or derivative relates | Exercise price (Note 2)(USD) | Type, e.g. American, European etc. | Expiry date |
Call option | Purchased | 30,000 | 35.00 | American | 20/01/17 |
Call option | Purchased | 70,000 | 37.00 | American | 20/01/17 |
Call option | Purchased | 113,900 | 35.00 | American | 15/01/16 |
Call option | Purchased | 700 | 38.00 | American | 15/01/16 |
Call option | Purchased | 200,000 | 34.00 | American | 20/11/15 |
Call option | Purchased | 1,500,000 | 35.00 | American | 13/11/15 |
Call option | Written
| 2,500 | 28.00 | American | 15/01/16 |
Call option | Written | 14,700 | 30.00 | American | 15/01/16 |
Call option | Written | 200 | 37.00 | American | 15/01/16 |
Call option | Written | 150,000 | 37.00 | American | 15/01/16 |
Call option | Written | 50,000 | 33.00 | American | 18/12/15 |
Call option | Written | 47,100 | 34.00 | American | 18/12/15 |
Call option | Written | 7,600 | 32.00 | American | 15/01/16 |
Call option | Purchased | 383,200 | 34.71 | European | 21/05/16 |
Call option | Purchased | 383,200 | 34.71 | European | 21/05/16 |
Call option | Purchased | 127,794 | 35.28 | European | 03/12/15 |
Call option | Purchased | 120,533 | 35.66 | European | 12/01/16 |
Call option | Purchased | 48,943 | 36.47 | European | 25/01/16 |
Call option | Purchased | 200,000 | 33.00 | European | 16/12/15 |
Call option | Written | 200,000 | 33.00 | European | 16/12/16 |
Call option | Written | 383,200 | 34.71 | European | 21/12/15 |
Put option | Written
| 30,000 | 35.00 | American | 20/01/17 |
Put option | Written
| 20,000 | 35.00 | American | 20/01/17 |
Put option | Written
| 4,300 | 30.00 | American | 15/01/16 |
Put option | Written
| 2,800 | 28.00 | American | 15/01/16 |
Put option | Written
| 300 | 32.00 | American | 15/01/16 |
Put option | Written
| 150,000 | 30.00 | American | 16/09/16 |
Put option | Written
| 100,000 | 36.00 | American | 18/03/16 |
Put option | Written
| 32,900 | 32.00 | American | 15/01/16 |
Put Option | Written | 1,500,000 | 35.00 | American | 17/06/16 |
Put option | Purchased | 9,200 | 33.00 | American | 19/02/16 |
Put option | Purchased | 19,100 | 31.00 | American | 19/02/16 |
Put option | Purchased | 5,300 | 23.00 | American | 15/01/16 |
Put option | Purchased | 100,000 | 30.00 | American | 15/01/16 |
Put option | Purchased | 5,600 | 25.00 | American | 15/01/16 |
Put option | Purchased | 250,000 | 28.00 | American | 15/01/16 |
Put option | Written | 200,000 | 33.00 | European | 16/12/16 |
Put Option | Purchased | 1,500,000 | 34.50 | American | 13/11/15 |
Put option | Purchased | 450,000 | 35.00 | American | 15/01/16 |
Callable Barrier Reverse Convertible Note | Purchased | 183,430 | 32.71 | N/A | 21/03/17 |
Callable Barrier Reverse Convertible Note | Purchased | 30,572 | 32.71 | N/A | 21/03/17 |
Auto-callable Barrier Reverse Convertible Note | Purchased | 45,984 | 32.62 | N/A | 17/03/17 |
Barrier Reverse Convertible Note | Purchased | 30,408 | 34.53 | N/A | 05/04/16 |
Equity Linked Note | Purchased | 6,740 | 29.67 | N/A | 03/02/16 |
Leveraged Accumulator | Purchased | 15,614+ | 29.12 | N/A | 12/09/16 |
Callable Barrier Reverse Convertible Note | Written | 183,430 | 32.71 | N/A | 21/03/17 |
Callable Barrier Reverse Convertible Note | Written | 30,572 | 32.71 | N/A | 21/03/17 |
Auto-Callable Barrier Reverse Convertible Note | Written | 45,984 | 32.62 | N/A | 17/03/17 |
Barrier Reverse Convertible Note | Written | 30,408 | 34.53 | N/A | 05/04/16 |
Equity Linked Note | Written | 6,740 | 29.67 | N/A | 03/02/16 |
Leveraged Accumulator | Written | 15,614+ | 29.12 | N/A | 12/09/16 |
Leveraged Accumulator | Written | 9,000+ | 31.70 | N/A | 04/03/16 |
Auto-callable Optimization Securities | Written | 7,851 | 27.60 | N/A | 25/06/20 |
Equity Linked Note | Written | 6,740 | 29.67 | N/A | 03/02/16 |
Callable Barrier Reverse Convertible Note | Written | 183,430 | 32.71 | N/A | 21/03/17 |
Callable Barrier Reverse Convertible Note | Written | 30,572 | 32.71 | N/A | 21/03/17 |
Auto-Callable Barrier Reverse Convertible Note | Written | 45,984 | 32.62 | N/A | 17/03/17 |
Barrier Reverse Convertible Note | Written | 30,408 | 34.53 | N/A | 05/04/16 |
Leveraged Accumulator | Written | 15,614+ | 29.12 | N/A | 12/09/16 |
Put Option | Purchased | 457,000 | 27.50 | N/A | 11/01/16 |
Callable Barrier Reverse Convertible | Purchased | 22,929 | 32.71 | N/A | 21/03/17 |
Auto-Callable Barrier Reverse Convertible Note | Purchased | 7,685 | 32.53 | N/A | 15/03/17 |
Auto-Callable Barrier Reverse Convertible Note | Purchased | 11,189 | 32.62 | N/A | 17/03/17 |
Barrier Reverse Convertible Note | Purchased | 178 | 2.44 | N/A | 05/04/16 |
+ This instrument is physically settled, and the interest in shares has been calculated as the maximum number of Mylan shares that the counterparty could be obliged to buy at the exercise price
Notes
1. Where there are open option positions or open derivative positions (except for CFDs), full details should be given. Full details of any existing agreements to purchase or to sell must also be given on this form.
2. For all prices and other monetary amounts, the currency must be stated.
For full details of disclosure requirements, see Rules 8 and
38.5 of the Rules. If in doubt, consult the Panel.
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