30th Sep 2014 10:35
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: | 29 September 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: | 3,222,822 | 0.55 | 72,870 | 0.01 |
(2) Derivatives (other than options): | - | - | 3,054,135 | 0.52 |
(3) Options and agreements to purchase/sell: | - | - | - | - |
TOTAL: | 3,222,822 | 0.55 | 3,127,005 | 0.53 |
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 | Purchase
Sale | 100 100 100 600 100 100 100 200 1,700 4,167 200 100 400 200 112 900 100 400 500 211 100 300 100 100 300 100 100 426 390 100 100 200 120 100 100 100 100 100 100 100 100 100 300 105 100 100 100 100 100 7 147 200 100 100 106 589 100 100 100 200 200 100 103 120 106 120 391 100 100 100 405 380 100 100 94 300 1 100 100 100 100 100 200 100
20,000 | 260.9000 261.0175 261.0300 261.0350 261.0400 261.0450 261.0800 261.1200 261.1371 261.1490 261.1550 261.1600 261.1650 261.1700 261.1800 261.2033 261.2100 261.2125 261.2150 261.2200 261.2300 261.2400 261.2450 261.2600 261.2633 261.2800 261.3100 261.3152 261.3500 261.3550 261.3650 261.3750 261.3850 261.3900 261.3925 261.4200 261.4250 261.4350 261.4475 261.4500 261.4550 261.4575 261.5100 261.5150 261.5350 261.5400 261.5450 261.5550 261.5700 261.5750 261.6146 261.6200 261.6300 261.6400 261.6425 261.6500 261.6650 261.6800 261.6925 261.7000 261.7050 261.7150 261.7200 261.8117 261.8723 262.0000 262.0217 262.0450 262.0700 262.0800 262.1135 262.1137 262.1400 262.1500 262.1550 262.1633 262.1650 262.1800 262.1900 262.2050 262.2400 262.2600 262.2650 262.2800
261.2500 |
(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 (USD) |
(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 (USD) | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit (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(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: | 30 September 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 [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:
Shire