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) Identity of the person whose positions/dealings are being disclosed:Elliott Capital Advisors, L.P. (for itself and related general partners and investment managers)
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
  The naming of nominee or vehicle companies is insufficient
Elliott International, L.P.
Liverpool Limited Partnership
Elliott Associates, L.P
(c) 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
(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:18th December 2018

 
(f)  Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer?Yes, Shire Plc

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

  1. 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 shares : JP3463000004

 

Class of relevant security:
Depositary Receipts over Ordinary Shares (“DRs”) : US8740602052

 
 

Ordinary shs equiv – 8,926,667
DR’s (1 DR = 0.5 ord shs) – 1,256,264 DR’s = 628,132 shs
 

 
InterestsShort positions
Number%Number%
(1) Relevant securities owned and/or controlled:    
(2) Derivatives (other than options):  8,926,6671.1382%
(3) Options and agreements to purchase/sell:    
 

  TOTAL:
  8,926,6671.1382%
     

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, 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 executive options)

Class of relevant security in relation to which subscription right exists: 
Details, including nature of the rights concerned and relevant percentages: 

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.

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

(a)        Purchases and sales

Class of relevant securityPurchase/sale

 
Number of securitiesPrice per unit
 

 

 

 

 
   

(b)        Derivatives transactions (other than options)

Class of relevant securityProduct description
e.g. CFD
Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position
Number of reference securitiesPrice per unit
ADREquity swapIncreasing a short position73,490USD 15.7059
ORDEquity swapIncreasing a short position244,964USD 31.5628
ORDEquity swapIncreasing a short position160,507USD 31.5421
ORDEquity swapIncreasing a short position167,800USD 31.1911
ORDEquity swapIncreasing a short position454,900USD 33.0323

(c)        Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying

Class of relevant securityProduct description e.g. call optionWriting, purchasing, selling, varying etc.Number of securities to which option relatesExercise price per unitType
e.g. American, European etc.
Expiry dateOption money paid/ received per unit
        

(ii)        Exercising

Class of relevant securityProduct description
e.g. call option
Number of securitiesExercise price per unit
    

 

(d)        Other dealings (including subscribing for new securities)

Class of relevant securityNature of dealing
e.g. subscription, conversion
DetailsPrice per unit (if applicable)
  

 
  

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

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.

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:
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?No


Date of disclosure:19th December 2018
Contact name:Michael Cross
Telephone number:0203 009 1305

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

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