22nd May 2014 14:45
AMENDMENT
ADDITION OF TRADE AND POSITION IN AN AUTOCALLABLE PUT OPTION
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer or person acting in concert making the disclosure: | JPMorgan Chase & Co. |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | N/A |
(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) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) | Connected to Pfizer Inc. |
(e) Date dealing undertaken: | 20 May 2014 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | No |
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
Class of relevant security:
| Common Stock | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 12,701,854
| 0.20% | 7,442,978
| 0.12% |
(2) Derivatives (other than options): | 3,377,511 | 0.05% | 1,336,116
| 0.02% |
(3) Options and agreements to purchase/sell: | 785,014
| 0.01% | 661,607
| 0.01% |
TOTAL: | 16,864,379
| 0.26% | 9,440,701
| 0.15% |
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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(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 BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant security | Purchase/sale
| Number of securities | Price per unit (USD) |
Common Stock |
Purchase
Sale |
10,000
638 |
29.3000
29.4200 |
(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 (USD) |
(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 (USD) | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit (USD) |
Common Stock | Autocallable put option* | Purchasing | 37,607 | 29.25 | European | 20/02/15 | 1.0091 |
\* This product in addition to coupon payments contains a worst-of down-and-in put option on a basket of shares. In the absence of early redemption and the event that Pfizer is the worst performer in the basket and the price is below $21.94 at maturity then JPM would deliver approximately 37,607 Pfizer shares.
(ii) Exercising
Class of relevant security | Product description e.g. call option | Number of securities | Exercise price per unit (USD) |
(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) |
|
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 party to the offer or person acting in concert making the disclosure and any other person: 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 party to the offer or person acting in concert 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
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | Yes |
Supplemental Form 8 (SBL) | No |
| Date of disclosure: | 22 May 2014 |
| Contact name: | Michael Kirwan |
| Telephone number: | 020 7134 6114 |
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 dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
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: | JPMorgan Chase & Co. |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Pfizer Inc. |
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 (USD) | Type e.g. American, European etc. | Expiry date |
Common Stock | Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Down & In Put Option Autocallable Put Option Accumulator Maturity Observation Note Range Accrual Note Range Accrual Note Range Accrual Note Range Accrual Note Maturity Observation Note Maturity Observation Note | Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Purchased Written Written
Written Written Written Written Purchased
Written | 100 100 100 200 200 300 600 600 600 700 800 800 900 1,000 1,000 1,600 1,700 1,900 2,100 2,300 2,700 3,300 3,800 3,900 8,300 12,700 24,100 25,700 27,600 28,700 52,600 64,741 66,400 81,481 111,800 100 1,500 2,200 2,300 2,800 4,400 4,700 14,300 19,000 25,000 25,900 43,900 63,800 71,600 82,300 88,900 100 100 200 200 200 200 300 400 400 800 800 1,500 1,900 2,500 4,100 4,600 5,100 5,900 6,700 8,200 16,700 18,000 23,800 32,600 36,000 100 300 400 500 500 1,400 2,000 3,700 4,100 4,600 5,100 7,000 7,400 7,800 12,700 13,000 29,600 33,100 100,000 16,292 37,607 60,480 17,626
10,710 17,730 10,512 15,380 58,450
105,000 | 28.0000 30.0000 31.0000 29.0000 33.0000 30.0000 31.0000 31.0000 40.0000 37.0000 28.0000 35.0000 31.0000 31.0000 36.0000 31.0000 30.0000 29.0000 37.0000 30.0000 33.0000 36.0000 28.0000 25.0000 34.0000 33.0000 27.0000 35.0000 34.0000 30.0000 31.0000 36.1000 32.0000 33.6500 30.0000 30.0000 32.0000 27.0000 37.0000 32.0000 33.0000 29.0000 33.0000 35.0000 30.0000 32.0000 32.0000 29.0000 35.0000 32.0000 35.0000 29.0000 29.5000 26.0000 26.0000 29.5000 30.0000 22.0000 24.0000 25.0000 23.0000 28.0000 25.0000 27.0000 27.0000 31.0000 25.0000 32.0000 30.0000 30.0000 28.0000 30.0000 28.0000 29.0000 25.0000 35.0000 33.0000 35.0000 28.0000 20.0000 34.0000 33.0000 31.0000 30.0000 32.0000 29.0000 32.0000 29.0000 30.0000 27.0000 28.5000 31.0000 32.0000 32.0000 27.0000 30.6900 29.2500 N/A N/A
N/A N/A N/A N/A N/A
N/A
| American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American European American European American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American European N/A N/A
N/A N/A N/A N/A N/A
N/A
| 19/12/14 18/07/14 30/05/14 18/07/14 19/12/14 19/12/14 15/08/14 19/12/14 16/01/15 19/09/14 19/09/14 19/12/14 23/05/14 18/07/14 19/12/14 19/09/14 19/09/14 19/12/14 19/12/14 23/05/14 15/08/14 19/09/14 20/06/14 16/01/15 20/06/14 20/06/14 16/01/15 19/09/14 19/09/14 20/06/14 20/06/14 10/06/14 20/06/14 22/07/14 16/01/15 30/05/14 15/08/14 19/09/14 20/06/14 18/07/14 19/09/14 19/09/14 18/07/14 20/06/14 06/06/14 19/12/14 19/09/14 20/06/14 16/01/15 16/01/15 19/09/14 23/05/14 30/05/14 20/06/14 19/09/14 23/05/14 19/12/14 16/01/15 19/12/14 19/12/14 20/06/14 19/09/14 19/09/14 19/09/14 16/01/15 20/06/14 20/06/14 20/06/14 19/09/14 30/05/14 18/07/14 20/06/14 20/06/14 19/09/14 16/01/15 16/01/15 19/09/14 19/12/14 15/08/14 16/01/15 18/07/14 20/06/14 15/08/14 16/01/15 19/09/14 20/06/14 18/07/14 18/07/14 18/07/14 20/06/14 30/05/14 18/07/14 19/12/14 16/01/15 16/01/15 06/10/14 20/02/15 23/04/15 27/05/14
08/09/14 08/09/14 08/09/14 21/04/15 02/09/14
02/09/14 |
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position can be fully understood: |
|
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences ("CFDs") or spread bets.
The currency of all prices and other monetary amounts should be stated.
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.
Related Shares:
PFZ.L