SHIRE
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: | J.P. Morgan Securities LLC |
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Shire Plc |
(c) Name of the party to the offer with which exempt principal trader is connected: | AbbVie Inc. |
(d) Date position held/dealing undertaken: | 17 September 2014 |
(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | Yes. AbbVie Inc. |
2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER
(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: | ||||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 3,178,362 | 0.54 | 67,458 | 0.01 |
(2) Derivatives (other than options): | - | - | 3,054,135 | 0.52 |
(3) Options and agreements to purchase/sell: | - | - | - | - |
TOTAL: | 3,178,362 | 0.54 | 3,121,593 | 0.53 |
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(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER
(a) Purchases and sales
Class of relevant security | Purchase/sale | Number of securities | Price per unit (USD) |
ADS | Purchase Sale | 200 116 416 5 100 100 100 100 501 100 250 100 67 38 303 109 161 12 92 154 100 100 700 211 100 4 101 100 400 100 1070 100 229 100 219 137 141 10 100 209 201 102 100 200 106 206 100 710 712 447 100 113 100 200 100 200 100 100 10 219 70 100 40 100 200 11,891 10 11 | 259.9450 260.1100 260.1216 260.1300 260.1500 260.1600 260.1900 260.2000 260.2735 260.2800 260.3300 260.3500 260.3600 260.3650 260.3800 260.5600 260.5800 260.7450 260.7500 260.7526 260.7575 260.8700 260.8971 260.9479 260.9600 260.9650 260.9800 260.9900 260.9950 261.0000 261.0661 261.1400 261.4469 261.4500 261.4600 261.4700 261.6000 261.6200 261.6400 261.6500 261.6645 261.6700 261.6750 261.6950 261.7000 261.7100 261.7200 261.7306 261.7430 261.7596 261.7700 261.7900 261.8350 261.8550 261.8900 261.9500 261.9550 261.9650 261.9700 261.9800 261.9950 262.0000 262.0100 262.0300 262.2050 258.7500 259.8000 261.2482 |
(b) Derivatives transactions (other than options)
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 (USD) |
(c) Options transactions in respect of existing securities
(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 (USD) | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit (USD) |
(ii) Exercising
Class of relevant security | Product description e.g. call option | 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) |
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(b), 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 exempt principal trader 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" |
(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" |
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? | No |
| Date of disclosure: | 18 September 2014 |
| Contact name: | Tung T Le |
| Telephone number: | 020 7742 7272 |
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 atmonitoring@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 atwww.thetakeoverpanel.org.uk.
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