Source - RNS
RNS Number : 4824X
Morgan Stanley
10 August 2018
 

 

FORM 8.5 (EPT/NON-RI)

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Name of exempt principal trader:

Morgan Stanley MUFG Securities Co., Ltd.

(b) 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

(c) Name of the party to the offer with which exempt principal trader is connected:

Shire plc

(d) Date position held/dealing undertaken:

     For an opening position disclosure, state the latest practicable date prior to the disclosure

09 AUGUST 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 the offer?

     If it is a cash offer or possible cash offer, state "N/A"

YES - Shire plc

 

2.         POSITIONS OF THE EXEMPT PRINCIPAL TRADER                            

 

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(b), 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 following the dealing (if any)

 

 

Class of relevant security:

 

Ordinary

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

5,067,524

0.65

11,663,615

1.49

(2) Cash-settled derivatives:

 

11,309,453

1.44

4,593,408

0.59

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

0

0.00

0

0.00

 

     TOTAL:

16,376,977

2.09

16,257,023

2.08

 

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).

 

(b)        Rights to subscribe for new securities (including directors' and other employee options)

 

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

N/A

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

N/A

 

 

3.         DEALINGS (IF ANY) 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 3(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

 Lowest price per unit paid/received

 Ordinary

 PURCHASES

 285,068

 4,769.5898 JPY

 4,731.0000 JPY

 Ordinary

 SALES

 411,634

 4,769.5898 JPY

 4,731.0000 JPY

 

 (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

CFD

LONG

600

4748.0000 JPY

Ordinary

CFD

LONG

200

4748.0000 JPY

Ordinary

CFD

SHORT

600

4744.5000 JPY

Ordinary

CFD

SHORT

12200

4742.9836 JPY

Ordinary

CFD

LONG

1400

4748.3571 JPY

Ordinary

CFD

LONG

2400

4746.1662 JPY

Ordinary

CFD

LONG

200

4741.5000 JPY

Ordinary

CFD

SHORT

2200

4747.0000 JPY

Ordinary

CFD

LONG

15400

4741.0000 JPY

Ordinary

CFD

LONG

1400

4748.0000 JPY

Ordinary

CFD

LONG

17466

4764.7174 JPY

Ordinary

CFD

LONG

120565

4764.7174 JPY

Ordinary

CFD

SHORT

100

4743.0000 JPY

Ordinary

CFD

SHORT

100

4741.0000 JPY

Ordinary

CFD

LONG

75900

4748.9001 JPY

Ordinary

CFD

SHORT

100

4741.0000 JPY

Ordinary

CFD

LONG

1300

4748.0000 JPY

Ordinary

CFD

SHORT

1700

4748.0000 JPY

Ordinary

CFD

SHORT

173027

4761.1135 JPY

Ordinary

CFD

LONG

8100

4742.1448 JPY

Ordinary

CFD

LONG

11900

4743.6638 JPY

Ordinary

CFD

SHORT

8500

4736.3294 JPY

Ordinary

CFD

LONG

2700

4747.5844 JPY

Ordinary

CFD

LONG

26300

4747.5844 JPY

Ordinary

CFD

SHORT

50300

4746.1566 JPY

Ordinary

CFD

SHORT

2700

4746.1566 JPY

Ordinary

CFD

LONG

85600

4741.3252 JPY

Ordinary

CFD

SHORT

9834

4751.1811 JPY

 

 (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

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

 

(ii)        Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

N/A

N/A

N/A

N/A

N/A

 

(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)

N/A

N/A

N/A

N/A

 

 

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 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

 

 

(c)        Attachments

 

Is a Supplemental Form 8 (Open Positions) attached?

NO

 

 

Date of disclosure:

10 AUGUST 2018

Contact name:

Craig Horsley

Telephone number:

+44(141) 245 7736

 

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 [email protected].  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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