MORGAN STANLEY — M&A Activity 2018

May 22, 2018

National Storage Mechanism | Additional information

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RNS Number : 8675O

Morgan Stanley

22 May 2018

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:	Morgan Stanley MUFG Securities Co., Ltd.
(b) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Takeda Pharmaceutical Company Limited
(c) Name of the party to the offer with which exempt principal trader is connected:	Shire plc
(d) Date position held/dealing undertaken:      For an opening position disclosure, state the latest practicable date prior to the disclosure	21 MAY 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 the offer?      If it is a cash offer or possible cash offer, state "N/A"	YES - Shire plc

2.         POSITIONS OF THE EXEMPT PRINCIPAL TRADER                            

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.

(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:	Ordinary
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	3,950,332	0.51	4,735,942	0.61
(2) Cash-settled derivatives:	4,550,858	0.58	3,700,582	0.47
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0	0.00	0	0.00
TOTAL:	8,501,190	1.09	8,436,524	1.08

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), 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 employee 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

3.         DEALINGS (IF ANY) 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 3(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	Lowest price per unit paid/received
Ordinary	PURCHASES	592,155	4,690.0000 JPY	4,625.0000 JPY
Ordinary	SALES	507,910	4,691.0000 JPY	4,625.0000 JPY

(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
Ordinary	CFD	SHORT	9700	4646.5463 JPY
Ordinary	CFD	LONG	800	4684.1250 JPY
Ordinary	CFD	SHORT	200	4680.0000 JPY
Ordinary	CFD	SHORT	18600	4629.9408 JPY
Ordinary	CFD	SHORT	1400	4668.0714 JPY
Ordinary	CFD	LONG	399500	4690.0000 JPY
Ordinary	CFD	SHORT	399500	4690.0000 JPY
Ordinary	CFD	SHORT	200	4638.5.000 JPY
Ordinary	CFD	SHORT	3900	4638.2051 JPY
Ordinary	CFD	LONG	2100	4677.9047 JPY
Ordinary	CFD	SHORT	1200	4674.7500 JPY
Ordinary	CFD	SHORT	3700	4630.0000 JPY
Ordinary	CFD	LONG	2500	4684.0000 JPY
Ordinary	CFD	LONG	200	4630.7500 JPY
Ordinary	CFD	LONG	2400	4684.0000 JPY
Ordinary	CFD	LONG	3500	4630.0000 JPY
Ordinary	CFD	SHORT	2900	4635.1206 JPY
Ordinary	CFD	LONG	2248	4690.0000 JPY
Ordinary	CFD	SHORT	2248	4690.0000 JPY
Ordinary	CFD	LONG	5600	4684.0000 JPY
Ordinary	CFD	SHORT	22200	4631.2505 JPY
Ordinary	CFD	SHORT	21300	4631.2505 JPY
Ordinary	CFD	SHORT	27900	4666.4675 JPY
Ordinary	CFD	LONG	1800	4632.4444 JPY
Ordinary	CFD	SHORT	800	4684.0000 JPY
Ordinary	CFD	SHORT	1400	4630.4285 JPY
Ordinary	CFD	SHORT	2100	4646.4761 JPY
Ordinary	CFD	LONG	17400	4671.3335 JPY
Ordinary	CFD	LONG	2800	4662.9642 JPY
Ordinary	CFD	SHORT	4300	4653.3023 JPY
Ordinary	CFD	SHORT	200	4631.0000 JPY
Ordinary	CFD	LONG	7200	4630.0000 JPY
Ordinary	CFD	SHORT	7200	4630.0000 JPY
Ordinary	CFD	LONG	7200	4630.0000 JPY
Ordinary	CFD	LONG	27800	4652.3100 JPY
Ordinary	CFD	SHORT	7200	4672.6944 JPY
Ordinary	CFD	SHORT	300	4690.0000 JPY
Ordinary	CFD	LONG	1400	4648.4210 JPY
Ordinary	CFD	LONG	500	4648.4210 JPY
Ordinary	CFD	LONG	37755	4682.8152 JPY

(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	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)        Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
N/A	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

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: 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

(c)        Attachments

Is a Supplemental Form 8 (Open Positions) attached?	NO

###### Date of disclosure:	22 MAY 2018
###### Contact name:	Craig Horsley
###### Telephone number:	+44(141) 245 7736

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 disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

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