26th Sep 2018 10:57
FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
| (a) Name of exempt principal trader: | J.P. Morgan Securities Plc |
| (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: | Joint Financial Adviser to Takeda Pharmaceutical Company Limited |
| (d) Date dealing undertaken: | 25 September 2018 |
| (e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state "N/A" | Yes, Takeda Pharmaceutical Company Limited
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2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(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 | Purchases/ sales
| Total number of securities | Highest price per unit paid/received (GBP) | Lowest price per unit paid/received (GBP)
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| Ordinary Shares | Purchases
Sales | 283,919
309,803 | 45.4150
45.3775 | 45.0450
45.0450 |
(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
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| Ordinary Shares | Equity Swaps
Call Option | Long
Short
Long | 8,947 1,693 61,990 85 129 129 1,754 619 189 4,513 1,187 5,690 2,788 286 341 280 512 3,711 6,791
33,747 70 288 136 19,769 6,788 10,448 915 1,119 210 2,644 474 3,920 1,278 1,881 432 12,642
3,000,000 | 45.1530 GBP 45.1548 GBP 45.1550 GBP 45.2399 GBP 45.2411 GBP 45.2436 GBP 45.2651 GBP 45.2691 GBP 45.2724 GBP 45.2862 GBP 45.2865 GBP 45.2921 GBP 45.2926 GBP 45.2997 GBP 45.3055 GBP 45.3350 GBP 45.3450 GBP 45.3485 GBP 59.4844 USD
45.1549 GBP 45.1550 GBP 45.2238 GBP 45.2535 GBP 45.2650 GBP 45.2664 GBP 45.2696 GBP 45.2716 GBP 45.2717 GBP 45.3015 GBP 45.3118 GBP 45.3208 GBP 45.3252 GBP 45.3262 GBP 45.3337 GBP 45.3473 GBP 45.3660 GBP
47.53 GBP |
(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 (GBP) | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit (GBP) |
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(ii) Exercise
| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (GBP) |
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(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) (GBP) |
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3. 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: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
| None
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(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
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| Date of disclosure: | 26 September 2018 |
| Contact name: | Alwyn Basch |
| Telephone number: | 020 7742 7407 |
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 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