24th Dec 2018 10:44
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: | 21 December 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
|
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)
|
Ordinary Shares | Purchases
Sales | 10,815,882
10,104,154 | 48.0000
46.0000 | 32.0000
42.0000 |
(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 (GBP)
|
Ordinary Shares | Equity Swaps
| Long
Short | 8,861 17,645 8,800 2,255 12,151 112 8,806 8,760 24,558 8,755 15,164 49,551 18,801 14,000 8,758 3,781 2,834 100,000 12,751 50,000 3,789 10,131 8,685 748
16,287 34,967 445,650 491,889 441,218 25,000 50,000 9,698 17,645 34,277 25,000 1,913 81,086 83 394 9,418 232 18,000 1,248 | 44.6522 44.8121 44.8801 44.8921 44.8937 44.8950 44.9103 45.0722 45.0827 45.0868 45.1224 45.1278 45.1389 45.1624 45.1649 45.1773 45.1856 45.2312 45.2378 45.2500 45.2550 45.4384 45.4421 45.4562
44.8950 44.8952 44.8955 44.8959 44.8979 44.8984 44.9017 44.9030 44.9040 44.9085 44.9568 44.9914 45.0426 45.0427 45.0606 45.0844 45.0890 45.1044 45.2525 |
(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) |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (GBP) |
Ordinary Shares | Call Option
Call Option
Call Option
Put Option
Put Option
Put Option | Exercising
Exercised Against
Exercised Against
Exercising
Exercising
Exercised Against | 12,300
45,000
11,000
100
8,000
2,200 | 32.00
42.00
44.00
46.00
46.00
48.00 |
(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) |
|
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
|
(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
|
| Date of disclosure: | 24 December 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