MORGAN STANLEY — M&A Activity 2018

Dec 20, 2018

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RNS Number : 1702L

Morgan Stanley

20 December 2018

AMENDMENT      Section (2a) & (3a) 

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	18 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 - 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:	9,799,474	1.25	33,692,564	4.30
(2) Cash-settled derivatives:	30,948,850	3.95	7,127,459	0.91
(3) Stock-settled derivatives (including options) and  agreements to purchase/sell:	315,000	0.04	315,000	0.04
TOTAL:	41,063,324	5.24	41,135,023	5.24

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	6,128,779	3,972.0131 JPY	3,528.9700 JPY
Ordinary	SALES	6,203,875	3,972.0131 JPY	3,528.9700 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	124000	3687.2435 JPY
Ordinary	CFD	LONG	400	3720.2500 JPY
Ordinary	CFD	SHORT	44900	3602.9799 JPY
Ordinary	CFD	SHORT	9000	3651.4111 JPY
Ordinary	CFD	SHORT	3000	3609.0000 JPY
Ordinary	CFD	SHORT	700	3645.0000 JPY
Ordinary	CFD	SHORT	900	3644.6666 JPY
Ordinary	CFD	SHORT	11400	3591.5701 JPY
Ordinary	CFD	LONG	13800	3729.8480 JPY
Ordinary	CFD	LONG	423700	3685.1364 JPY
Ordinary	CFD	SHORT	220050	3827.1299 JPY
Ordinary	CFD	LONG	130700	3678.7876 JPY
Ordinary	CFD	LONG	4805595	3590.2013 JPY
Ordinary	CFD	SHORT	4855944	3591.1030 JPY
Ordinary	CFD	SHORT	160000	3606.3231 JPY
Ordinary	CFD	LONG	129900	3622.5504 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:	20 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.

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 STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS,

AGREEMENTS TO PURCHASE OR SELL ETC.

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

1.         KEY INFORMATION

Full name of person making disclosure:	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 cash-settled derivatives.

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

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

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