16th Oct 2014 12:20
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 | Shire Plc |
(c) Name of the party to the offer with which exempt principal trader is connected: | AbbVie Inc. |
(d) Date position held/dealing undertaken: | 15 October 2014 |
(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | Yes. AbbVie Inc. |
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: | 3,209,487 | 0.54 | 75,426 | 0.01 |
(2) Derivatives (other than options): | - | - | 3,054,135 | 0.52 |
(3) Options and agreements to purchase/sell: | 390,000 | 0.07 | 390,000 | 0.07 |
TOTAL: | 3,599,487 | 0.61 | 3,519,561 | 0.60 |
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) |
ADS | Purchases
Sales | 343 103 103 4,000 30,000 343 300 900 900 200 25 200 600 500 4,759 38,545 20,385 300 200 2,701 100 600 100 1,600 100 800 500 300 200 400 600 500 800
100 343 100 100 43 103 103 200 2,638 103 103 100 600 660 300 100 3,900 30,000 30,000 343 343 2,740 5,101 599 38,545 | 165.6389 170.4900 171.1700 179.9998 183.0845 185.9700 188.9300 189.4400 189.4800 189.7400 190.1075 190.2700 190.5700 190.9000 191.1290 191.2173 191.2232 191.2500 191.2700 191.3636 191.8400 191.8433 191.8500 191.8538 191.8550 191.8600 191.8655 191.8833 191.9800 192.0000 192.0300 192.0900 192.1600
164.7850 165.6389 166.0000 166.0450 166.0800 170.4900 170.5200 170.8150 170.8614 171.1700 171.2000 171.3100 171.9817 172.1482 172.3600 179.9900 180.0000 183.0845 183.1145 185.9700 186.0000 188.6406 189.5382 190.3083 191.2173 |
(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 |
ADS | Call Option Call option | Purchasing Selling | 130,000 130,000 | 230.00 195.00 | American American | 16/01/2015 21/11/2014 | 8.00 19.90 |
(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: | 16 October 2014 |
| Contact name: | Tung T Le |
| Telephone number: | 020 7742 7272 |
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 monitoring@disclosure.org.uk. 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: | J.P.Morgan Securities LLC |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Shire Plc |
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 |
ADS | Call Option Call Option | Purchased Written | 130,000 130,000 | 230.00 195.00 | American American | 16/01/15 21/11/14 |
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:
Shire