10th Dec 2018 13:18
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) Full name of discloser: | D. E. Shaw & Co., L.P. |
(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. | |
(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 |
(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: For an opening position disclosure, state the latest practicable date prior to the disclosure | December 7, 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" | Yes: Shire Plc |
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 (if any)
Class of relevant security:
| Ordinary | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 626,100 | 0.07 | ||
(2) Cash-settled derivatives: | 23,500 | 0.00 | 7,009,000 | 0.89 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 436,000 | 0.05 | 436,000 | 0.05 |
TOTAL: | 459,500 | 0.05 | 8,071,100 | 1.02 |
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: | |
Details, including nature of the rights concerned and relevant percentages: |
3. DEALINGS (IF ANY) 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
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
Ordinary | Purchase | 100 | JPY 3860.00 |
Ordinary | Purchase | 100 | JPY 3863.00 |
Ordinary | Purchase | 200 | JPY 3866.00 |
Ordinary | Purchase | 300 | JPY 3867.00 |
Ordinary | Purchase | 100 | JPY 3868.00 |
Ordinary | Purchase | 300 | JPY 3869.00 |
Ordinary | Purchase | 100 | JPY 3871.00 |
Ordinary | Purchase | 200 | JPY 3875.00 |
Ordinary | Purchase | 100 | JPY 3876.00 |
Ordinary | Purchase | 200 | JPY 3882.00 |
Ordinary | Purchase | 100 | JPY 3884.00 |
Ordinary | Purchase | 100 | JPY 3892.00 |
Ordinary | Purchase | 200 | JPY 3894.00 |
Ordinary | Purchase | 100 | JPY 3895.00 |
Ordinary | Purchase | 100 | JPY 3896.00 |
Ordinary | Purchase | 200 | JPY 3898.00 |
Ordinary | Purchase | 100 | JPY 3899.00 |
Ordinary | Purchase | 200 | JPY 3901.00 |
Ordinary | Purchase | 100 | JPY 3905.00 |
Ordinary | Purchase | 100 | JPY 3909.00 |
Ordinary | Purchase | 100 | JPY 3910.00 |
Ordinary | Purchase | 200 | JPY 3914.00 |
Ordinary | Purchase | 100 | JPY 3915.00 |
Ordinary | Purchase | 100 | JPY 3915.50 |
Ordinary | Purchase | 400 | JPY 3916.00 |
Ordinary | Purchase | 100 | JPY 3917.00 |
Ordinary | Purchase | 200 | JPY 3918.00 |
Ordinary | Purchase | 200 | JPY 3919.00 |
Ordinary | Purchase | 300 | JPY 3920.00 |
Ordinary | Purchase | 200 | JPY 3923.00 |
Ordinary | Purchase | 200 | JPY 3928.00 |
Ordinary | Purchase | 100 | JPY 3929.00 |
Ordinary | Purchase | 200 | JPY 3930.00 |
Ordinary | Purchase | 200 | JPY 3932.00 |
Ordinary | Purchase | 100 | JPY 3933.00 |
Ordinary | Purchase | 200 | JPY 3934.00 |
Ordinary | Purchase | 100 | JPY 3936.00 |
Ordinary | Purchase | 100 | JPY 3938.00 |
Ordinary | Purchase | 100 | JPY 3939.00 |
Ordinary | Purchase | 200 | JPY 3941.00 |
Ordinary | Purchase | 200 | JPY 3942.00 |
Ordinary | Purchase | 200 | JPY 3943.00 |
Ordinary | Purchase | 100 | JPY 3945.00 |
Ordinary | Purchase | 200 | JPY 3948.00 |
Ordinary | Purchase | 200 | JPY 3949.00 |
Ordinary | Purchase | 1,000 | JPY 3951.00 |
Ordinary | Purchase | 400 | JPY 3952.00 |
Ordinary | Purchase | 200 | JPY 3956.00 |
Ordinary | Purchase | 100 | JPY 3957.00 |
Ordinary | Purchase | 100 | JPY 3959.00 |
Ordinary | Purchase | 100 | JPY 3960.00 |
Ordinary | Purchase | 200 | JPY 3963.00 |
Ordinary | Purchase | 200 | JPY 3966.00 |
Ordinary | Purchase | 900 | JPY 3967.00 |
Ordinary | Purchase | 700 | JPY 3970.00 |
Ordinary | Purchase | 100 | JPY 3971.00 |
Ordinary | Purchase | 100 | JPY 3973.00 |
Ordinary | Purchase | 200 | JPY 3977.00 |
Ordinary | Purchase | 100 | JPY 3980.00 |
Ordinary | Purchase | 100 | JPY 3981.00 |
Ordinary | Purchase | 100 | JPY 3990.00 |
Ordinary | Purchase | 100 | JPY 3993.00 |
Ordinary | Purchase | 100 | JPY 3995.00 |
Ordinary | Purchase | 100 | JPY 3996.00 |
Ordinary | Purchase | 200 | JPY 3997.00 |
Ordinary | Purchase | 200 | JPY 4000.00 |
Ordinary | Purchase | 100 | JPY 4001.00 |
Ordinary | Purchase | 300 | JPY 4002.00 |
Ordinary | Purchase | 100 | JPY 4003.00 |
Ordinary | Purchase | 100 | JPY 4005.00 |
Ordinary | Purchase | 100 | JPY 4007.00 |
Ordinary | Purchase | 100 | JPY 4009.00 |
Ordinary | Purchase | 300 | JPY 4010.00 |
Ordinary | Purchase | 100 | JPY 4014.00 |
Ordinary | Purchase | 400 | JPY 4025.00 |
(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 |
|
(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 person 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 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: | December 10, 2018 |
| Contact name: | Kevin Krist (Compliance Department) |
| Telephone number: | +44 (0) 20 7409 4420 |
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 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 STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: | D. E. Shaw & Co., L.P. |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Takeda Pharmaceutical Company Limited |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
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 | Type e.g. American, European etc. | Expiry date |
Ordinary | OTC Call Option | Purchased | 104,700 | JPY 5065.83 | European | 17/04/2019 |
Ordinary | OTC Put Option | Purchased | -104,700 | JPY 5065.83 | European | 17/04/2019 |
Ordinary | OTC Call Option | Purchased | 73,000 | JPY 4455.61 | European | 07/05/2019 |
Ordinary | OTC Put Option | Purchased | -73,000 | JPY 4455.61 | European | 07/05/2019 |
Ordinary | OTC Call Option | Purchased | 68,400 | JPY 4798 | European | 14/05/2019 |
Ordinary | OTC Put Option | Purchased | -68,400 | JPY 4798 | European | 14/05/2019 |
Ordinary | OTC Call Option | Purchased | 114,000 | JPY 4750.02 | European | 14/05/2019 |
Ordinary | OTC Put Option | Purchased | -114,000 | JPY 4750.02 | European | 14/05/2019 |
Ordinary | OTC Call Option | Purchased | 75,900 | JPY 4286.52 | European | 06/09/2019 |
Ordinary | OTC Put Option | Purchased | -75,900 | JPY 4286.52 | European | 06/09/2019 |
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: |
None
|
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
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 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