MORGAN STANLEY — M&A Activity 2018

Dec 11, 2018

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RNS Number : 1146K

Morgan Stanley

11 December 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	10 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 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:	12,548,241	1.60	31,885,683	4.07
(2) Cash-settled derivatives:	31,213,306	3.98	11,480,671	1.46
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	315,000	0.04	315,000	0.04
TOTAL:	44,076,547	5.62	43,681,354	5.57

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	3,716,147	3,945.0000 JPY	3,761.0000 JPY
Ordinary	SALES	4,639,157	3,945.0000 JPY	3,762.0000 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	LONG	3900	3805.7435 JPY
Ordinary	CFD	SHORT	100	3771.0000 JPY
Ordinary	CFD	SHORT	3300	3785.4242 JPY
Ordinary	CFD	LONG	81000	3800.0000 JPY
Ordinary	CFD	SHORT	31300	3784.6006 JPY
Ordinary	CFD	LONG	19500	3807.4307 JPY
Ordinary	CFD	LONG	50900	3776.3438 JPY
Ordinary	CFD	SHORT	5300	3781.9622 JPY
Ordinary	CFD	LONG	648000	3793.9950 JPY
Ordinary	CFD	SHORT	40300	3835.8690 JPY
Ordinary	CFD	LONG	40300	3889.0000 JPY
Ordinary	CFD	SHORT	48300	3835.8690 JPY
Ordinary	CFD	SHORT	261200	3793.7402 JPY
Ordinary	CFD	SHORT	208010	3942.9590 JPY
Ordinary	CFD	LONG	741570	3943.9409 JPY
Ordinary	CFD	LONG	367500	3943.9409 JPY
Ordinary	CFD	SHORT	367500	3942.9590 JPY
Ordinary	CFD	LONG	41950	3917.0000 JPY
Ordinary	CFD	SHORT	20000	3800.0000 JPY
Ordinary	CFD	SHORT	3500	3780.9428 JPY
Ordinary	CFD	LONG	1200	3778.2500 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?	YES

###### Date of disclosure:	11 DECEMBER 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

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

4.   KEY INFORMATION

Identity of person whose open positions are being disclosed:	Morgan Stanley MUFG Securities Co., Ltd.
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	Takeda Pharmaceutical Company Limited

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security	Product Description e.g call option	Written or Purchased	Number of Securities to which option or derivative relates	Exercise Price Per Unit (USD)	Type	Expiry Date
Ordinary	PUT	PURCHASED	125,000	4507.0000 JPY	European	13/12/2019
Ordinary	CALL	PURCHASED	125,000	4507.0000 JPY	European	13/12/2019
Ordinary	PUT	PURCHASED	60,000	4596.0000 JPY	European	14/06/2019
Ordinary	CALL	PURCHASED	60,000	4596.0000 JPY	European	14/06/2019
Ordinary	PUT	PURCHASED	65,000	4414.0000 JPY	European	14/06/2019
Ordinary	CALL	PURCHASED	65,000	4414.0000 JPY	European	14/06/2019
Ordinary	PUT	PURCHASED	65,000	4414.0000 JPY	European	13/12/2019
Ordinary	CALL	PURCHASED	65,000	4414.0000 JPY	European	13/12/2019

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences ("CFDs") or spread bets.

The currency of all prices and other monetary amounts should be stated.

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