4th Dec 2018 15:33
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) Full name of discloser: | Koji Hatsukawa |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) 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 ("Takeda") |
(d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) | Person acting in concert with Takeda |
(e) Date dealing undertaken: | On or around 25 November 2018* |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | NO |
* The dealing undertaken by the securities company on behalf of the director under the SOPEO normally occurs on or around the 25th of every month (but this is not a fixed date, and the exact date is not confirmed to Takeda by the securities company).
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
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.
(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:
| Ordinary shares in Takeda | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 900 | Nil | 0 | |
(2) Cash-settled derivatives:
| Nil | 0 | Nil | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | 900 | Nil | 0 | |
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).
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 employee options)
Class of relevant security in relation to which subscription right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | None |
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
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.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
Ordinary shares (held in treasury)
| Acquisition of shares under the Stock Ownership Plan for Executive Officers ("SOPEO") 1 | Acquisition of 40 Takeda shares under the SOPEO. | JPY 1,0002 |
1 The SOPEO was established as a method for executive officers to acquire Takeda shares without concerns of violating Japanese insider trading regulations. Executive officers who opt into the plan make monthly contributions of 1,000 yen in blocks of between 10 units (10,000 yen) and 990 units (990,000 yen). These contributions are deducted from that officer's monthly remuneration and are used to purchase Takeda shares in the market. One unit to be acquired under the SOPEO is not equivalent to one Takeda share unit (which is equivalent to 100 Takeda shares). The acquisition of Takeda shares is entrusted to a securities company which makes the acquisitions on the officers' behalf without the influence of individual investment decisions and according to a specified stock ownership plan. The securities company will acquire a certain number of shares in the market on a monthly basis using the amounts contributed by each officer. Dividends received from the Takeda shares acquired by the securities company are used to acquire further Takeda shares. If the member's remaining equity reaches 100 shares or more, the member may withdraw shares at any time with no additional cost. Withdrawn shares will be transferred to the member's account.
2 Mr Hatsukawa makes a monthly contribution of JPY 200,000 to SOPEO, purchasing 200 units operated under the SOPEO at the price of JPY 1,000 per unit. A total of 166.324 Takeda shares are being held on behalf of Mr Hatsukawa under the SOPEO (being Takeda shares that have been acquired by the securities company into the account operated under the SOPEO but not yet withdrawn into Mr Hatsukawa's personal account).
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
|
(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 |
|
(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 |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
|
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(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) |
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: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "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 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" |
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 4 December 2018 |
| Contact name: | Oliver Tucker |
| Telephone number: | +44 207 102 1000 |
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.
Related Shares:
Shire