2nd May 2014 12:17
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: | Merrill Lynch, Pierce, Fenner and Smith Incorporated |
(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: | 01/05/2014 |
(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | YES |
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: | 23,400 | 0.002 | 5,855 | 0.000 |
(2) Derivatives (other than options): | 0 | 0 | 0 | |
(3) Options and agreements to purchase/sell: | 137,200 | 0.011 | 129,300 | 0.010 |
TOTAL: | 160,600 | 0.013 | 135,155 | 0.011 |
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 |
ADR - US0463531089 | Purchase | 355 | 81.43 USD |
ADR - US0463531089 | Purchase | 100 | 81.435 USD |
ADR - US0463531089 | Purchase | 100 | 81.44 USD |
ADR - US0463531089 | Purchase | 1,145 | 81.45 USD |
ADR - US0463531089 | Purchase | 300 | 81.455 USD |
ADR - US0463531089 | Purchase | 800 | 81.46 USD |
ADR - US0463531089 | Purchase | 200 | 81.48 USD |
Total | 3,000 |
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
ADR - US0463531089 | Sale | 200 | 80.255 USD |
Total | 200 |
(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 |
ADR - US0463531089 | Swaps | Long | 200 | 80.255 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 | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
(ii) Exercising
Class of relevant security | Product description e.g. call option | Number of securities | Exercise price per unit |
N/A | N/A | N/A | N/A |
(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) |
N/A | N/A | N/A | N/A |
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" |
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" |
None
|
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? | Yes |
| Date of disclosure: | 02/05/2014 |
| Contact name: | Stacy Otieno |
| Telephone number: | 0207 995 1335 |
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 TOPURCHASE OR SELL ETC.Note 5(i) on Rule 8 of the Takeover Code(the "Code")
1. | KEY INFORMATION |
| |
| Merrill Lynch Pierce ,Fenner and Smith Incorporated | ||
| AstraZeneca PLC | ||
2. | OPTIONS AND DERIVATIVES | ||||||
Class of relevant security | Product descriptione.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Typee.g.American,Europeanetc. | Expiry date | |
Common - ISIN GB0009895292 | Call Option | Long | 70,200 | 70 USD | AMERICAN | 17/01/2015 | |
Common - ISIN GB0009895292 | Call Option | Long | 6,000 | 75 USD | AMERICAN | 17/05/2014 | |
Common - ISIN GB0009895292 | Put Option | Short | 10,000 | 75 USD | AMERICAN | 17/05/2014 | |
Common - ISIN GB0009895292 | Put Option | Short | 51,000 | 75 USD | AMERICAN | 17/05/2014 | |
Common - ISIN GB0009895292 | Call Option | Short | 12,000 | 77.5 USD | AMERICAN | 21/06/2014 | |
Common - ISIN GB0009895292 | Put Option | Long | 22,600 | 77.5 USD | AMERICAN | 17/05/2014 | |
Common - ISIN GB0009895292 | Put Option | Long | 39,700 | 75 USD | AMERICAN | 17/05/2014 | |
Common - ISIN GB0009895292 | Call Option | Short | 55,000 | 67.5
| AMERICAN | 21/06/14 | |
3. | AGREEMENTS TO PURCHASE OR SELL ETC. |
|
Full details should be given so that the nature of the interest or position can be fullyunderstood: | ||
None | ||
It is not necessary to provide details on a Supplemental Form(Open Positions) with regard tocontracts 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'sdealing disclosure requirements on +44(0)20 7638 0129.The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
FORM 8.5 (EPT/NON-RI)
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY ANEXEMPT 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 | |||||
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | |||||
| Pfizer Inc | |||||
| Pfizer Inc | |||||
| 01/05/2014 | |||||
| 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: | Common - US7170811035 | |||||
Interests | Short Positions | |||||
Number | % | Number | % | |||
| 6,783,800 | 0.106% | 7,461,982 | 0.117% | ||
| 0 | 0% | 0 | 0% | ||
| 8,436,000 | 0.132% | 4,236,200 | 0.066% | ||
TOTAL: | 15,219,800 | 0.239% | 11,698,182 | 0.183% | ||
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: | N/A | |||
Details, including nature of the rights concerned and relevant percentages: | N/A | |||
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 |
Common - ISIN US7170811035 | Purchase | 500 | 31.105 USD |
Common - ISIN US7170811035 | Purchase | 4200 | 31.108 USD |
Common - ISIN US7170811035 | Purchase | 13700 | 31.11 USD |
Common - ISIN US7170811035 | Purchase | 9477 | 31.115 USD |
Common - ISIN US7170811035 | Purchase | 200 | 31.117 USD |
Common - ISIN US7170811035 | Purchase | 200 | 31.1175 USD |
Common - ISIN US7170811035 | Purchase | 25600 | 31.1178 USD |
Common - ISIN US7170811035 | Purchase | 1595 | 31.118 USD |
Common - ISIN US7170811035 | Purchase | 43801 | 31.12 USD |
Common - ISIN US7170811035 | Purchase | 19945 | 31.125 USD |
Common - ISIN US7170811035 | Purchase | 100 | 31.127 USD |
Common - ISIN US7170811035 | Purchase | 2200 | 31.1275 USD |
Common - ISIN US7170811035 | Purchase | 7700 | 31.128 USD |
Common - ISIN US7170811035 | Purchase | 500 | 31.1297 USD |
Common - ISIN US7170811035 | Purchase | 62966 | 31.13 USD |
Common - ISIN US7170811035 | Purchase | 300 | 31.1325 USD |
Common - ISIN US7170811035 | Purchase | 5000 | 31.135 USD |
Common - ISIN US7170811035 | Purchase | 11476 | 31.14 USD |
Common - ISIN US7170811035 | Purchase | 100 | 31.1425 USD |
Common - ISIN US7170811035 | Purchase | 14624 | 31.145 USD |
Common - ISIN US7170811035 | Purchase | 79137 | 31.15 USD |
Common - ISIN US7170811035 | Purchase | 15285 | 31.16 USD |
Common - ISIN US7170811035 | Purchase | 3000 | 31.165 USD |
Common - ISIN US7170811035 | Purchase | 8400 | 31.17 USD |
Common - ISIN US7170811035 | Purchase | 2643 | 31.18 USD |
Common - ISIN US7170811035 | Purchase | 5500 | 31.2 USD |
Common - ISIN US7170811035 | Purchase | 1300 | 31.21 USD |
Common - ISIN US7170811035 | Purchase | 300 | 31.215 USD |
Common - ISIN US7170811035 | Purchase | 500 | 31.22 USD |
Common - ISIN US7170811035 | Purchase | 33310 | 31.28 USD |
Total | 373559 |
Class of relevant security | Purchase/sale | Number of securities | Price per unit |
Common - ISIN US7170811035 | Sale | 28 | 30.9961 USD |
Common - ISIN US7170811035 | Sale | 3000 | 31.03 USD |
Common - ISIN US7170811035 | Sale | 48 | 31.0617 USD |
Common - ISIN US7170811035 | Sale | 10203 | 31.09 USD |
Common - ISIN US7170811035 | Sale | 325000 | 31.0922 USD |
Common - ISIN US7170811035 | Sale | 400 | 31.095 USD |
Common - ISIN US7170811035 | Sale | 22092 | 31.1 USD |
Common - ISIN US7170811035 | Sale | 2200 | 31.105 USD |
Common - ISIN US7170811035 | Sale | 6856 | 31.15 USD |
Common - ISIN US7170811035 | Sale | 33310 | 31.28 USD |
Common - ISIN US7170811035 | Sale | 68,000 | 31 USD |
Total | 471137 |
(b) | Derivatives transactions (other than options) | ||||||
Class of relevant security | Product descriptione.g. CFD | Nature of dealinge.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit | |||
Common - ISIN US7170811035 | Swaps | Long | 171,515 | 31.062 USD | |||
Common - ISIN US7170811035 | Swaps | Long | 153,485 | 31.062 USD | |||
(c) | Options transactions in respect of existing securities |
(i) | Writing, selling, purchasing or varying |
Class ofrelevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number ofsecurities to which option relates | Exercise priceper unit | Typee.g. American, European etc. | Expiry date | Option money paid/ received per unit |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
(ii) | Exercising | |||||
Class of relevant security | Product descriptione.g. call option | Number of securities | Exercise Price per unit | |||
N/A | N/A | N/A | N/A | |||
(d) | Other dealings (including subscribing for new securities) | |||||
Class of relevant security | Nature of dealinge.g. subscription, conversion | Details | Price per unit (if applicable) | |||
N/A | N/A | N/A | N/A | |||
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" | |||
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" | |||
None | |||
(c) | Attachments |
| ||
Is a Supplemental Form 8 (Open Positions) attached? | No | |||
Date of disclosure: | 02/05/2014 |
Contact name: | Stacy Otieno |
Telephone number: | 0207 995 1335 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory InformationService 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:
AstrazenecaPFZ.L