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Form 8.3 - SHIRE PLC

25th Sep 2014 14:39

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Identity of the person whose positions/dealings are being disclosed:

Barclays PLC.

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

SHIRE PLC

(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken:

24 September 2014

(f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer?

YES:

ABBVIE INC

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 (if any)

Class of relevant security: ORD
Interests Short Positions
Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 10,687,086 1.81% 4,666,401 0.79%
(2) Derivatives (other than
options): 2,117,384 0.36% 3,885,752 0.66%
(3) Options and agreements to
purchase/sell: 1,557,300 0.26% 1,931,400 0.33%
(4)
TOTAL: 14,361,770 2.43% 10,483,553 1.78%

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).

(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 (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a) Purchases and sales

Class of relevant Purchase/sale Number of Price per unit
security securities
ORD Purchase 20 51.4500 GBP
ORD Purchase 58 50.7750 GBP
ORD Purchase 70 50.9750 GBP
ORD Purchase 70 51.0750 GBP
ORD Purchase 70 51.5500 GBP
ORD Purchase 70 51.5750 GBP
ORD Purchase 72 51.1250 GBP
ORD Purchase 89 51.4750 GBP
ORD Purchase 89 51.8000 GBP
ORD Purchase 91 51.3750 GBP
ORD Purchase 140 51.0250 GBP
ORD Purchase 149 51.1820 GBP
ORD (traded as ADR) Purchase 201 256.0800 USD
ORD Purchase 259 51.5000 GBP
ORD (traded as ADR) Purchase 300 251.7000 USD
ORD (traded as ADR) Purchase 300 252.7600 USD
ORD (traded as ADR) Purchase 300 255.6800 USD
ORD (traded as ADR) Purchase 300 255.7900 USD
ORD (traded as ADR) Purchase 300 255.8500 USD
ORD (traded as ADR) Purchase 300 255.8800 USD
ORD (traded as ADR) Purchase 300 256.5392 USD
ORD (traded as ADR) Purchase 300 256.7500 USD
ORD (traded as ADR) Purchase 300 257.0080 USD
ORD Purchase 482 51.3500 GBP
ORD Purchase 511 51.4000 GBP
ORD Purchase 533 51.0500 GBP
ORD Purchase 542 51.1000 GBP
ORD (traded as ADR) Purchase 600 255.8400 USD
ORD (traded as ADR) Purchase 750 254.5100 USD
ORD Purchase 791 51.9000 GBP
ORD (traded as ADR) Purchase 900 255.9566 USD
ORD (traded as ADR) Purchase 900 256.4816 USD
ORD Purchase 940 51.0973 GBP
ORD (traded as ADR) Purchase 1,077 250.4850 USD
ORD (traded as ADR) Purchase 1,200 256.0573 USD
ORD Purchase 1,441 51.6000 GBP
ORD (traded as ADR) Purchase 1,500 254.3620 USD
ORD (traded as ADR) Purchase 1,893 255.9924 USD
ORD Purchase 2,000 51.5625 GBP
ORD (traded as ADR) Purchase 2,100 254.4757 USD
ORD (traded as ADR) Purchase 2,220 254.3945 USD
ORD (traded as ADR) Purchase 2,400 255.8220 USD
ORD Purchase 2,785 51.2073 GBP
ORD (traded as ADR) Purchase 2,850 254.4847 USD
ORD Purchase 2,865 51.2094 GBP
ORD (traded as ADR) Purchase 2,889 250.7400 USD
ORD Purchase 2,899 51.3499 GBP
ORD Purchase 3,000 51.1814 GBP
ORD (traded as ADR) Purchase 3,000 253.4975 USD
ORD Purchase 3,035 51.4082 GBP
ORD (traded as ADR) Purchase 3,300 253.0000 USD
ORD Purchase 4,055 51.3991 GBP
ORD (traded as ADR) Purchase 4,200 253.6042 USD
ORD Purchase 4,500 51.3955 GBP
ORD (traded as ADR) Purchase 4,500 255.9766 USD
ORD (traded as ADR) Purchase 4,644 256.6045 USD
ORD Purchase 4,972 51.3337 GBP
ORD Purchase 5,365 50.8360 GBP
ORD (traded as ADR) Purchase 5,400 256.1922 USD
ORD Purchase 6,046 51.1500 GBP
ORD (traded as ADR) Purchase 6,300 255.9133 USD
ORD (traded as ADR) Purchase 6,822 250.6095 USD
ORD (traded as ADR) Purchase 7,200 254.9154 USD
ORD (traded as ADR) Purchase 8,400 253.3930 USD
ORD (traded as ADR) Purchase 9,000 253.2540 USD
ORD (traded as ADR) Purchase 9,300 254.5055 USD
ORD Purchase 9,338 51.1323 GBP
ORD (traded as ADR) Purchase 11,100 255.7128 USD
ORD (traded as ADR) Purchase 11,340 253.1975 USD
ORD (traded as ADR) Purchase 12,939 256.2930 USD
ORD (traded as ADR) Purchase 13,209 254.2498 USD
ORD Purchase 13,217 51.2422 GBP
ORD Purchase 15,260 51.2000 GBP
ORD Purchase 15,278 51.0276 GBP
ORD (traded as ADR) Purchase 16,980 253.3731 USD
ORD Purchase 17,864 51.8500 GBP
ORD (traded as ADR) Purchase 23,745 252.7115 USD
ORD (traded as ADR) Purchase 23,778 253.7841 USD
ORD Purchase 23,915 51.3091 GBP
ORD (traded as ADR) Purchase 27,111 253.6442 USD
ORD (traded as ADR) Purchase 27,600 255.9025 USD
ORD Purchase 31,408 51.1157 GBP
ORD Purchase 32,834 51.2744 GBP
ORD (traded as ADR) Purchase 34,701 256.8746 USD
ORD (traded as ADR) Purchase 45,675 255.8321 USD
ORD Purchase 46,380 51.1600 GBP
ORD Purchase 51,582 51.0000 GBP
ORD Purchase 51,877 51.1473 GBP
ORD Purchase 74,288 51.3539 GBP
ORD Purchase 77,075 51.1396 GBP
ORD (traded as ADR) Purchase 96,975 255.8528 USD
ORD Purchase 186,840 51.1411 GBP
ORD (traded as ADR) Sale 21 250.3403 USD
ORD (traded as ADR) Sale 21 250.5600 USD
ORD (traded as ADR) Sale 57 255.2900 USD
ORD Sale 58 50.7750 GBP
ORD Sale 70 50.9750 GBP
ORD Sale 70 51.0750 GBP
ORD Sale 70 51.5500 GBP
ORD Sale 70 51.5750 GBP
ORD Sale 72 51.1250 GBP
ORD Sale 89 51.4750 GBP
ORD Sale 89 51.8000 GBP
ORD Sale 91 51.3750 GBP
ORD Sale 140 51.0250 GBP
ORD (traded as ADR) Sale 189 250.5522 USD
ORD Sale 262 51.5000 GBP
ORD (traded as ADR) Sale 300 255.7900 USD
ORD (traded as ADR) Sale 300 256.5100 USD
ORD (traded as ADR) Sale 348 250.5827 USD
ORD Sale 357 51.8500 GBP
ORD Sale 414 51.0915 GBP
ORD Sale 465 51.1916 GBP
ORD Sale 482 51.3500 GBP
ORD Sale 511 51.4000 GBP
ORD Sale 533 51.0500 GBP
ORD (traded as ADR) Sale 600 254.7700 USD
ORD (traded as ADR) Sale 600 255.4775 USD
ORD (traded as ADR) Sale 600 255.8640 USD
ORD (traded as ADR) Sale 600 255.9000 USD
ORD Sale 627 51.1000 GBP
ORD Sale 665 51.2000 GBP
ORD Sale 791 51.9000 GBP
ORD (traded as ADR) Sale 900 250.4440 USD
ORD (traded as ADR) Sale 900 254.7766 USD
ORD (traded as ADR) Sale 900 255.5900 USD
ORD (traded as ADR) Sale 900 255.6866 USD
ORD (traded as ADR) Sale 900 256.5600 USD
ORD (traded as ADR) Sale 951 253.6008 USD
ORD (traded as ADR) Sale 1,200 254.2012 USD
ORD (traded as ADR) Sale 1,200 255.5345 USD
ORD (traded as ADR) Sale 1,338 257.5489 USD
ORD Sale 1,582 51.0000 GBP
ORD (traded as ADR) Sale 1,779 257.4887 USD
ORD (traded as ADR) Sale 1,791 257.6098 USD
ORD (traded as ADR) Sale 1,800 256.6333 USD
ORD (traded as ADR) Sale 2,100 254.2580 USD
ORD Sale 2,189 51.1875 GBP
ORD (traded as ADR) Sale 2,301 257.5249 USD
ORD (traded as ADR) Sale 2,400 255.9201 USD
ORD (traded as ADR) Sale 2,568 256.9467 USD
ORD (traded as ADR) Sale 2,691 253.8066 USD
ORD (traded as ADR) Sale 2,820 257.3091 USD
ORD (traded as ADR) Sale 2,889 250.7400 USD
ORD (traded as ADR) Sale 2,988 256.4856 USD
ORD (traded as ADR) Sale 3,300 256.7190 USD
ORD (traded as ADR) Sale 3,600 256.5000 USD
ORD (traded as ADR) Sale 3,600 256.6637 USD
ORD Sale 3,669 51.3956 GBP
ORD (traded as ADR) Sale 3,900 255.7703 USD
ORD (traded as ADR) Sale 3,900 256.4884 USD
ORD (traded as ADR) Sale 4,557 257.3486 USD
ORD Sale 4,681 51.2263 GBP
ORD Sale 4,901 51.3202 GBP
ORD Sale 5,168 51.2333 GBP
ORD Sale 5,545 51.1461 GBP
ORD (traded as ADR) Sale 5,670 253.1975 USD
ORD (traded as ADR) Sale 5,700 254.4847 USD
ORD Sale 5,924 51.1500 GBP
ORD (traded as ADR) Sale 6,000 253.2177 USD
ORD (traded as ADR) Sale 6,900 252.9484 USD
ORD Sale 7,252 51.3697 GBP
ORD (traded as ADR) Sale 7,635 257.2359 USD
ORD (traded as ADR) Sale 9,099 250.5816 USD
ORD (traded as ADR) Sale 9,792 257.0000 USD
ORD (traded as ADR) Sale 11,100 255.7115 USD
ORD Sale 15,537 51.0448 GBP
ORD Sale 19,908 51.1410 GBP
ORD Sale 23,147 51.2166 GBP
ORD Sale 26,008 51.2720 GBP
ORD Sale 27,763 51.1962 GBP
ORD Sale 29,729 51.1057 GBP
ORD Sale 34,804 51.1711 GBP
ORD Sale 41,467 51.1402 GBP
ORD Sale 49,404 51.1035 GBP
ORD (traded as ADR) Sale 60,567 253.8533 USD
ORD (traded as ADR) Sale 75,000 253.5694 USD
ORD (traded as ADR) Sale 96,975 255.8528 USD
ORD (traded as ADR) Sale 96,975 255.8529 USD
ORD Sale 106,484 51.3177 GBP
ORD Sale 138,698 51.1078 GBP

(b) Derivatives transactions (other than options)

Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
ORD CFD Long 414 51.0915 GBP
ORD CFD Long 1,531 51.5284 GBP
ORD SWAP Long 9,631 51.2059 GBP
ORD CFD Long 15,904 51.1804 GBP
ORD CFD Short 720 51.8546 GBP
ORD CFD Short 1,327 51.7019 GBP
ORD SWAP Short 1,860 51.5571 GBP
ORD CFD Short 4,972 51.3337 GBP
ORD SWAP Short 8,632 51.1997 GBP
ORD CFD Short 23,915 51.3091 GBP
ORD SWAP Short 77,223 51.2092 GBP

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class Product Writing, Number Exercise Type Expiry Option
of description purchasing, of price date money
relevant selling, securities per unit paid/
security varying etc to which received
option per unit
relates
ADR Put Options Purchasing 25,000 220 USD American 18 Oct 2014 2.8000 USD
ADR Put Options Purchasing 25,000 240 USD American 18 Oct 2014 5.5000 USD
ADR Put Options Purchasing 10,000 245 USD American 18 Oct 2014 6.0000 USD
ADR Put Options Selling 115,700 220 USD American 18 Oct 2014 2.8000 USD

(ii) Exercising

Class of relevant security Product description

e.g. call option

Number of securities Exercise price per unit

(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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

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 person 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?

yes

Date of disclosure:

25 September 2014

Contact name:

Rajesh Muthanna

Telephone number:

020 3555 4634

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:

Barclays PLC.

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

SHIRE PLC

2. OPTIONS AND DERIVATIVES

Class Product Writing, Number Exercise Type Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
relates
ADR Put Options Purchased -300 160.0000 American 18 Oct 2014
ADR Put Options Purchased -2,100 160.0000 American 17 Jan 2015
ADR Put Options Purchased -2,900 185.0000 American 17 Jan 2015
ADR Put Options Purchased -900 210.0000 American 17 Jan 2015
ADR Put Options Purchased -200 220.0000 American 17 Jan 2015
ADR Put Options Purchased -26,600 240.0000 American 18 Oct 2014
ADR Put Options Purchased -10,000 245.0000 American 18 Oct 2014
ADR Put Options Purchased -1,100 260.0000 American 18 Oct 2014
ADR Put Options Purchased -300 265.0000 American 17 Jan 2015
ADR Put Options Purchased -600 270.0000 American 17 Jan 2015
ADR Put Options Purchased -1,000 275.0000 American 17 Apr 2015
ADR Put Options Purchased -2,000 285.0000 American 17 Jan 2015
ADR Put Options Purchased -1,000 290.0000 American 17 Apr 2015
ADR Put Options Purchased -1,100 300.0000 American 17 Apr 2015
ADR Put Options Written 1,000 100.0000 American 17 Jan 2015
ADR Put Options Written 100 130.0000 American 17 Jan 2015
ADR Put Options Written 100 140.0000 American 18 Oct 2014
ADR Put Options Written 300 145.0000 American 18 Oct 2014
ADR Put Options Written 300 150.0000 American 18 Oct 2014
ADR Put Options Written 1,100 165.0000 American 18 Oct 2014
ADR Put Options Written 500 170.0000 American 18 Oct 2014
ADR Put Options Written 6,100 175.0000 American 18 Oct 2014
ADR Put Options Written 300 180.0000 American 18 Oct 2014
ADR Put Options Written 1,500 190.0000 American 18 Oct 2014
ADR Put Options Written 100 190.0000 American 17 Jan 2015
ADR Put Options Written 700 195.0000 American 18 Oct 2014
ADR Put Options Written 5,100 200.0000 American 18 Oct 2014
ADR Put Options Written 300 205.0000 American 18 Oct 2014
ADR Put Options Written 13,100 215.0000 American 17 Jan 2015
ADR Put Options Written 30,700 220.0000 American 18 Oct 2014
ADR Put Options Written 1,000 220.0000 American 17 Apr 2015
ADR Put Options Written 1,700 230.0000 American 18 Oct 2014
ADR Put Options Written 2,700 230.0000 American 17 Jan 2015
ADR Put Options Written 100 235.0000 American 18 Oct 2014
ADR Put Options Written 100 235.0000 American 17 Jan 2015
ADR Put Options Written 2,200 245.0000 American 18 Oct 2014
ADR Put Options Written 300 275.0000 American 18 Oct 2014
ADR Put Options Written 300 280.0000 American 18 Oct 2014
ADR Put Options Written 100 280.0000 American 17 Apr 2015
ADR Call Options Purchased 1,800 165.0000 American 18 Oct 2014
ADR Call Options Purchased 1,000 215.0000 American 18 Oct 2014
ADR Call Options Purchased 15,900 225.0000 American 18 Oct 2014
ADR Call Options Purchased 2,800 225.0000 American 17 Jan 2015
ADR Call Options Purchased 6,000 230.0000 American 17 Jan 2015
ADR Call Options Purchased 3,600 235.0000 American 18 Oct 2014
ADR Call Options Purchased 1,000 250.0000 American 18 Oct 2014
ADR Call Options Purchased 200 255.0000 American 18 Oct 2014
ADR Call Options Purchased 8,300 260.0000 American 18 Oct 2014
ADR Call Options Purchased 15,600 260.0000 American 17 Jan 2015
ADR Call Options Purchased 3,000 265.0000 American 18 Oct 2014
ADR Call Options Purchased 10,300 265.0000 American 17 Jan 2015
ADR Call Options Purchased 100 270.0000 American 18 Oct 2014
ADR Call Options Purchased 374,600 270.0000 American 17 Jan 2015
ADR Call Options Purchased 3,300 275.0000 American 17 Jan 2015
ADR Call Options Purchased 1,500 280.0000 American 17 Jan 2015
ADR Call Options Purchased 100 285.0000 American 17 Jan 2015
ADR Call Options Purchased 100 300.0000 American 17 Apr 2015
ADR Call Options Purchased 100 305.0000 American 17 Apr 2015
ADR Call Options Written -1,200 155.0000 American 18 Oct 2014
ADR Call Options Written -2,200 160.0000 American 18 Oct 2014
ADR Call Options Written -5,800 175.0000 American 18 Oct 2014
ADR Call Options Written -200 180.0000 American 18 Oct 2014
ADR Call Options Written -200 180.0000 American 17 Jan 2015
ADR Call Options Written -200 185.0000 American 17 Jan 2015
ADR Call Options Written -1,100 190.0000 American 18 Oct 2014
ADR Call Options Written -2,300 195.0000 American 18 Oct 2014
ADR Call Options Written -200 195.0000 American 17 Jan 2015
ADR Call Options Written -1,300 195.0000 American 15 Jan 2016
ADR Call Options Written -2,000 200.0000 American 18 Oct 2014
ADR Call Options Written -200 210.0000 American 18 Oct 2014
ADR Call Options Written -300 210.0000 American 17 Jan 2015
ADR Call Options Written -57,600 220.0000 American 18 Oct 2014
ADR Call Options Written -300 220.0000 American 17 Jan 2015
ADR Call Options Written -8,400 225.0000 American 17 Jan 2015
ADR Call Options Written -1,900 230.0000 American 18 Oct 2014
ADR Call Options Written -3,500 230.0000 American 17 Jan 2015
ADR Call Options Written -1,000 235.0000 American 18 Oct 2014
ADR Call Options Written -2,800 235.0000 American 17 Jan 2015
ADR Call Options Written -100 240.0000 American 18 Oct 2014
ADR Call Options Written -99,200 240.0000 American 17 Jan 2015
ADR Call Options Written -4,800 245.0000 American 17 Jan 2015
ADR Call Options Written -23,700 250.0000 American 17 Jan 2015
ADR Call Options Written -372,700 255.0000 American 17 Jan 2015
ADR Call Options Written -100 320.0000 American 17 Jan 2015
ADR Call Options Written -400 330.0000 American 17 Jan 2015

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.

Copyright Business Wire 2014


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