Form 8.3 - TAKEDA PHARMACEUTICAL CO LTD

LONDON--()--

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:  

Barclays PLC.

(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

 

TAKEDA PHARMACEUTICAL CO LTD

(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

 

19 April 2018

(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 SHIRE PLC

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:       ORD            
Interests   Short Positions  
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 14,062,854 1.77% 13,776,512 1.73%
           
(2) Cash-settled derivatives:
13,504,793 1.70% 13,469,400 1.69%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 13,461,700 1.69% 13,881,700 1.75%
           
(4)
TOTAL: 41,029,347 5.16% 41,127,612 5.18%

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   Purchase/sale   Number of   Price per unit
security   securities  
ORD Purchase 100 5,102.0000 JPY
ORD Purchase 100 5,100.0000 JPY
ORD Purchase 200 5,097.0000 JPY
ORD Purchase 300 5,103.0000 JPY
ORD Purchase 500 5,095.8000 JPY
ORD Purchase 700 5,094.8571 JPY
ORD Purchase 1,000 5,099.9000 JPY
ORD Purchase 1,200 5,103.1666 JPY
ORD Purchase 2,100 5,090.0000 JPY
ORD Purchase 3,000 5,101.0000 JPY
ORD Purchase 3,400 5,098.4411 JPY
ORD Purchase 3,500 5,096.8857 JPY
ORD Purchase 3,500 5,097.8857 JPY
ORD Purchase 5,400 5,100.7777 JPY
ORD Purchase 5,600 5,099.8035 JPY
ORD Purchase 6,200 5,098.1612 JPY
ORD Purchase 11,100 5,095.0000 JPY
ORD Purchase 17,600 5,098.7670 JPY
ORD Purchase 94,500 5,099.6867 JPY
ORD Purchase 175,500 5,099.6991 JPY
ORD Sale 100 5,100.0000 JPY
ORD Sale 400 5,096.0000 JPY
ORD Sale 600 5,096.5000 JPY
ORD Sale 700 5,094.2857 JPY
ORD Sale 800 5,103.2500 JPY
ORD Sale 1,000 5,099.9000 JPY
ORD Sale 1,100 5,099.0000 JPY
ORD Sale 1,300 5,103.0769 JPY
ORD Sale 1,800 5,095.0000 JPY
ORD Sale 2,500 5,097.5600 JPY
ORD Sale 5,400 5,100.7777 JPY
ORD Sale 5,600 5,099.8035 JPY
ORD Sale 5,700 5,096.6842 JPY
ORD Sale 7,000 5,100.1285 JPY
ORD Sale 8,300 5,100.3373 JPY
ORD Sale 14,500 5,095.3586 JPY
ORD Sale 94,500 5,098.7513 JPY
ORD Sale 138,600 5,098.9242 JPY

(b) Cash-settled derivative transactions

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
ORD SWAP Short 11,100 5,095.0000 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

(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:  

20 April 2018

Contact name:

ELISE TANG

Telephone number:

0207 1163001

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 monitoring@disclosure.org.uk. 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:  

Barclays PLC.

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

TAKEDA PHARMACEUTICAL CO LTD

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class   Product   Writing,   Number   Exercise   Type   Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
      relates      
ORD Put Options Purchased -39,000 5781.0000 European 14 Dec 2018
ORD Call Options Purchased 40,000 6182.0000 European 14 Dec 2018
ORD Call Options Purchased 39,000 5781.0000 European 14 Dec 2018
ORD Call Options Written -78,000 5781.0000 European 14 Dec 2018
ORD Call Options Written -460,000 6182.0000 European 14 Dec 2018
ORD Call Options Purchased 13,200,000 5340.9555 European 7 May 2018
ORD Call Options Written -104,700 5065.8300 European 17 Apr 2019
ORD Put Options Purchased -13,200,000 5340.9555 European 7 May 2018
ORD Put Options Written 104,700 5065.8300 European 17 Apr 2019
ORD Put Options Written 13,200,000 5340.9555 European 7 May 2018
ORD Put Options Written 78,000 5781.0000 European 14 Dec 2018
ORD Call Options Written -13,200,000 5340.9555 European 7 May 2018

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.

Short Name: BARCLAYS PLC
Category Code: RET
Sequence Number: 645475
Time of Receipt (offset from UTC): 20180420T115318+0100

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC