21st May 2014 14:59
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: | J.P. Morgan Securities LLC |
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | AstraZeneca Plc |
(c) Name of the party to the offer with which exempt principal trader is connected: | Pfizer Inc. |
(d) Date position held/dealing undertaken: | 20 May 2014 |
(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | NO |
2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER
(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:
| ||||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0.00% | ||
(2) Derivatives (other than options): | ||||
(3) Options and agreements to purchase/sell: | ||||
TOTAL: |
0 |
0.00% | ||
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(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER
(a) Purchases and sales
Class of relevant security | Purchase/sale
| Number of securities | Price per unit (USD) |
Ordinary Shares traded as ADRs | Purchases
Sales
| 100 100 252 100 100 100 15,564 100 32,918 2,500 23,500 2,400 600 100 200 2,500 5,000 5,300 5,788 700 6,392 200 200 600 2,110 4,310 1,400 1,100 31,128
5,600 107 200 101 400 700 400 301 2,600 2,300 1 15,564 200 4,674 400 1,100 3,825 100 200 200 4,895 988 286 796 204 400 13,056 1,100 400 100 2,600 1,100 10,000 17,300 2,400 1,600 100 200 2,500 5,000 3,500 5,788 700 5,392 200 200 600 3,110 4,310 900 100 15,564 1,000
| 71.3300 71.3400 71.3600 71.3700 71.3800 71.3900 71.3949 71.4000 71.4430 71.9000 71.9100 71.9300 71.9400 71.9900 72.0100 72.0300 72.0500 72.0600 72.0700 72.0800 72.0900 72.1000 72.1100 72.1200 72.1300 72.1400 72.1600 72.1800 72.2000
71.2500 71.2700 71.2800 71.2900 71.3000 71.3300 71.3400 71.3500 71.3600 71.3800 71.3900 71.3949 71.4000 71.4100 71.4150 71.4200 71.4300 71.4350 71.4400 71.4450 71.4500 71.4550 71.4600 71.4700 71.4800 71.4900 71.5000 71.5100 71.5300 71.5500 71.5700 71.6000 71.7000 71.9000 71.9300 71.9400 71.9900 72.0100 72.0300 72.0500 72.0600 72.0700 72.0800 72.0900 72.1000 72.1100 72.1200 72.1300 72.1400 72.1600 72.1800 72.2000 72.2900
|
(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 |
|
(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 | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
(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(b), 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 exempt principal trader 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" |
|
(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" |
|
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? | NO |
| Date of disclosure: | 21 May 2014 |
| Contact name: | Michael Kirwan |
| Telephone number: | 020 7134 6153 |
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.
Related Shares:
Astrazeneca