MORGAN STANLEY — Major Shareholding Notification 2018

Nov 19, 2018

National Storage Mechanism | Additional information

You don't have Javascript enabled. For full functionality this page requires javascript to be enabled.

RNS Number : 7727H

Morgan Stanley

19 November 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	16 NOVEMBER 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:	11,756,423	1.50	30,173,137	3.85
(2) Cash-settled derivatives:	29,703,809	3.79	11,001,671	1.40
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	185,000	0.02	185,000	0.02
TOTAL:	41,645,232	5.31	41,359,808	5.27

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	1,684,224	4,407.0000 JPY	4,285.0000 JPY
Ordinary	SALES	1,833,248	4,407.0000 JPY	4,287.0000 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	1800	4301.1294 JPY
Ordinary	CFD	SHORT	4300	4334.6145 JPY
Ordinary	CFD	LONG	2500	4293.0000 JPY
Ordinary	CFD	SHORT	600	4300.1666 JPY
Ordinary	CFD	LONG	3000	4307.1453 JPY
Ordinary	CFD	LONG	13500	4403.4740 JPY
Ordinary	CFD	SHORT	13700	4351.6666 JPY
Ordinary	CFD	SHORT	14900	4334.6145 JPY
Ordinary	CFD	LONG	4300	4407.0000 JPY
Ordinary	CFD	SHORT	61735	4490.3742 JPY
Ordinary	CFD	LONG	322759	4364.1987 JPY
Ordinary	CFD	SHORT	12100	4311.9256 JPY
Ordinary	CFD	SHORT	100	4318.0000 JPY
Ordinary	CFD	LONG	100	4304.0000 JPY
Ordinary	CFD	SHORT	300	4293.0000 JPY
Ordinary	CFD	LONG	4400	4313.8688 JPY
Ordinary	CFD	SHORT	56700	4315.9151 JPY
Ordinary	CFD	SHORT	100	4318.0000 JPY
Ordinary	CFD	LONG	600	4303.3333 JPY
Ordinary	CFD	SHORT	2200	4294.0454 JPY
Ordinary	CFD	LONG	2000	4312.4580 JPY
Ordinary	CFD	LONG	6000	4314.3500 JPY
Ordinary	CFD	SHORT	30000	4320.3977 JPY
Ordinary	CFD	SHORT	100	4293.0000 JPY
Ordinary	CFD	SHORT	700	4320.0000 JPY
Ordinary	CFD	SHORT	21000	4301.5785 JPY
Ordinary	CFD	SHORT	3200	4313.3437 JPY
Ordinary	CFD	SHORT	100	4339.0000 JPY
Ordinary	CFD	SHORT	14500	4316.2724 JPY
Ordinary	CFD	LONG	13700	4307.5364 JPY
Ordinary	CFD	LONG	37200	4309.9086 JPY
Ordinary	CFD	SHORT	53700	4312.4487 JPY
Ordinary	CFD	SHORT	800	4302.6250 JPY
Ordinary	CFD	LONG	200	4334.0000 JPY
Ordinary	CFD	SHORT	22000	4303.0738 JPY
Ordinary	CFD	LONG	43000	4301.1294 JPY
Ordinary	CFD	SHORT	22300	4351.6666 JPY
Ordinary	CFD	LONG	6800	4299.4294 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:	19 NOVEMBER 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

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.

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.

END

FEOEAFFNFESPFFF