28 Dec 2018 11:13
AMENDMENT
INCREASED EQUITY PURCHASES BY 42,235 TO 10,858,117
DECREASED EQUITY SALES BY 350,000 TO 9,754,154
ADDED EQUITY SWAP PURCHASES OF 302,151
ADDED EQUITY SWAP SALES OF 941,913
FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Name of exempt principal trader: | J.P. Morgan Securities Plc |
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Shire plc |
(c) Name of the party to the offer with which exempt principal trader is connected: | Joint Financial Adviser to Takeda Pharmaceutical Company Limited |
(d) Date dealing undertaken: | 21 December 2018 |
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state "N/A" | Yes, Takeda Pharmaceutical Company Limited
|
2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(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
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received (GBP) | Lowest price per unit paid/received (GBP)
|
Ordinary Shares | Purchases
Sales | 10,858,117
9,754,154 | 48.0000
46.0000 | 32.0000
42.0000 |
(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 | Equity Swaps
| Long
Short | 8,861 17,645 8,800 2,255 24,302 112 8,806 10,000 8,760 24,558 8,755 240,000 20,000 15,164 49,551 18,801 14,000 8,758 3,781 2,834 10,000 10,000 100,000 12,751 50,000 3,789 10,131 8,685 748
16,287 34,967 445,650 491,889 441,218 50,000 50,000 9,698 59,880 34,277 25,000 1,913 279,188 81,086 83 394 9,418 232 18,000 1,248 25,000 43,732 25,000 25,000 200,000 276,758 | 44.6522 GBP 44.8121 GBP 44.8801 GBP 44.8921 GBP 44.8937 GBP 44.8950 GBP 44.9103 GBP 45.0715 GBP 45.0722 GBP 45.0827 GBP 45.0868 GBP 45.1040 GBP 45.1108 GBP 45.1224 GBP 45.1278 GBP 45.1389 GBP 45.1624 GBP 45.1649 GBP 45.1773 GBP 45.1856 GBP 45.2193 GBP 45.2221 GBP 45.2312 GBP 45.2378 GBP 45.2500 GBP 45.2550 GBP 45.4384 GBP 45.4421 GBP 45.4562 GBP
44.8950 GBP 44.8952 GBP 44.8955 GBP 44.8959 GBP 44.8979 GBP 44.8984 GBP 44.9017 GBP 44.9030 GBP 44.9040 GBP 44.9085 GBP 44.9568 GBP 44.9914 GBP 45.0118 GBP 45.0426 GBP 45.0427 GBP 45.0606 GBP 45.0844 GBP 45.0890 GBP 45.1044 GBP 45.2525 GBP 56.6611 USD 57.0137 USD 57.0188 USD 57.4144 USD 58.2325 USD 58.2387 USD |
(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 (GBP) | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit (GBP) |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (GBP) |
Ordinary Shares | Call Option
Call Option
Call Option
Put Option
Put Option
Put Option | Exercising
Exercised Against
Exercised Against
Exercising
Exercising
Exercised Against | 12,300
45,000
11,000
100
8,000
2,200 | 32.00
42.00
44.00
46.00
46.00
48.00 |
(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) (GBP) |
|
3. 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 exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer: 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 exempt principal trader 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" |
None
|
| Date of disclosure: | 28 December 2018 |
| Contact name: | Alwyn Basch |
| Telephone number: | 020 7742 7407 |
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.