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Form 8.3 - Shire plc

Released 14:27 03-Jan-2019

RNS Number : 1550M
D E Shaw & Co LP
03 January 2019
 

FORM 8.3

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

D. E. Shaw & Co., L.P.

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.


(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Shire plc

(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:


(e) Date position held/dealing undertaken:

     For an opening position disclosure, state the latest practicable date prior to the disclosure

January 02, 2019

(f)  In addition to the company in 1(c) above, is the discloser 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: Takeda Pharmaceutical Company Limited

 

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

 

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(c), 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:

 

5p ordinary shares: 209,880 shares interests

 

ADR (where one ADR = three 5p ordinary shares): 4,752,672 equivalent shares interests and 13,851 equivalent shares as short positions

 

 

Interests

Short positions


Number

%

Number

%

(1) Relevant securities owned and/or controlled:

4,962,552

0.54

13,851

0.00

(2) Cash-settled derivatives:

9,906,461

1.07

42,114

0.00

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

261,900

0.02

416,100

0.04

     TOTAL:

15,130,913

1.64

472,065

0.05

 

 

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:


Details, including nature of the rights concerned and relevant percentages:


 

 

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), 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

Purchase/sale

 

Number of securities

Price per unit

ADR

Purchase

4,810

USD 172.50

 

 

(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

 

(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

ADR

Listed Put Option

Purchasing

39,000

170.00

American

20190118

2.22

 

 

(ii)        Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit





 

 

 

(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)


 

 



 

 

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 person 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 person 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:

January 03, 2019

Contact name:

Kevin Krist (Compliance Department)

Telephone number:

+44 (0) 20 7409 4420

 

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:

D. E. Shaw & Co., L.P.

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

Shire plc

 

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

Type

e.g. American, European etc.

Expiry date

ADR

Listed Call Option

Purchased

45,000

USD 220.0

American

17/01/2020

ADR

Listed Call Option

Purchased

300

USD 195.0

American

18/01/2019

ADR

Listed Call Option

Purchased

16,200

USD 190.0

American

17/01/2020

ADR

Listed Call Option

Purchased

5,400

USD 200.0

American

17/01/2020

ADR

Listed Call Option

Purchased

90,000

USD 180.0

American

18/04/2019

ADR

Listed Call Option

Purchased

90,000

USD 190.0

American

18/01/2019

ADR

Listed Call Option

Purchased

15,000

USD 210.0

American

17/01/2020

ADR

Listed Put Option

Purchased

-30,000

USD 155.0

American

18/01/2019

ADR

Listed Put Option

Purchased

-39,000

USD 170.0

American

18/01/2019

ADR

Listed Put Option

Purchased

-30,000

USD 130.0

American

18/01/2019

ADR

Listed Put Option

Purchased

-1,500

USD 90.0

American

17/01/2020

ADR

Listed Put Option

Purchased

-21,000

USD 120.0

American

18/01/2019

ADR

Listed Put Option

Purchased

-6,900

USD 110.0

American

17/01/2020

ADR

Listed Put Option

Purchased

-75,000

USD 105.0

American

18/01/2019

ADR

Listed Put Option

Purchased

-90,000

USD 135.0

American

18/01/2019

ADR

Listed Put Option

Purchased

-30,000

USD 150.0

American

17/01/2020

ADR

Listed Put Option

Purchased

-63,300

USD 110.0

American

18/01/2019

ADR

Listed Put Option

Purchased

-29,400

USD 125.0

American

17/01/2020

 

* in equivalent shares interests, where one ADR = three 5p ordinary shares

 

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:

 

None

 

 

 

 

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.


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 rns@lseg.com or visit www.rns.com.
 
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Form 8.3 - Shire plc - RNS