20 Dec 2018 10:35
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: | 19 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 | 5,654,212
4,644,920 | 44.6850
44.7050 | 44.1000
44.1050 |
(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 | 5,534 17,500 516 6,003 50,953 6,000 10,000 7,320 47,648 20,073 4,317 35,733 5,181 9,000 2,754 3,155 74 227 17,979 3 6 7,917 618
503 3,913 10,000 885,185 311 47,648 6,000 733 10,000 516 25,757 422 98 223 301 2,047 33,385 270 1,193 115 100,000 | 44.2354 GBP 44.2524 GBP 44.2596 GBP 44.2698 GBP 44.3200 GBP 44.3215 GBP 44.3339 GBP 44.3423 GBP 44.3469 GBP 44.3571 GBP 44.3612 GBP 44.3740 GBP 44.3755 GBP 44.3793 GBP 44.3896 GBP 44.4413 GBP 44.4966 GBP 44.5138 GBP 44.5921 GBP 44.5933 GBP 44.5950 GBP 44.6027 GBP 44.6208 GBP
44.2589 GBP 44.2598 GBP 44.2612 GBP 44.2700 GBP 44.2824 GBP 44.2852 GBP 44.3008 GBP 44.3321 GBP 44.3333 GBP 44.3450 GBP 44.3594 GBP 44.3608 GBP 44.3684 GBP 44.3988 GBP 44.4364 GBP 44.4643 GBP 44.4724 GBP 44.4900 GBP 44.5150 GBP 44.5295 GBP 55.8227 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) |
(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) |
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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
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(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: | 20 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.