Morgan Stanley Capital Services LLC



AMENDMENT (Section 2(a))

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

Rule 8.5 of the Takeover Code (the "Code")

1. KEY INFORMATION

(a) Name of exempt principal trader:

Morgan Stanley Capital Services LLC

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

Use a separate form for each offeror/offeree

ABBVIE INC

(c) Name of the party to the offer with which exempt principal trader is connected:

SHIRE PLC

(d) Date dealing undertaken:

21 JULY 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

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

(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

COMMON STOCK

PURCHASES

94,651

54.3892 USD

53.9200 USD

COMMON STOCK

SALES

271,705

54.4400 USD

52.9884 USD

(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

COMMON STOCK

CFD

LONG

10

53.9535 USD

COMMON STOCK

CFD

LONG

111

53.9535 USD

COMMON STOCK

CFD

LONG

900

53.9989 USD

COMMON STOCK

CFD

LONG

220,600

54.0000 USD

COMMON STOCK

CFD

LONG

8,013

54.0414 USD

COMMON STOCK

CFD

LONG

2,500

54.0598 USD

COMMON STOCK

CFD

LONG

100

54.0800 USD

COMMON STOCK

CFD

LONG

106,315

54.0910 USD

COMMON STOCK

CFD

LONG

33,194

54.0910 USD

COMMON STOCK

CFD

LONG

12,965

54.0910 USD

COMMON STOCK

CFD

LONG

23,047

54.0910 USD

COMMON STOCK

CFD

LONG

37,109

54.0910 USD

COMMON STOCK

CFD

LONG

90,556

54.1242 USD

COMMON STOCK

CFD

LONG

10,590

54.1380 USD

COMMON STOCK

CFD

LONG

1,800

54.2139 USD

COMMON STOCK

CFD

LONG

300

54.2733 USD

COMMON STOCK

CFD

LONG

2,002

54.2795 USD

COMMON STOCK

CFD

LONG

700

54.3457 USD

COMMON STOCK

CFD

LONG

200

54.3600 USD

COMMON STOCK

CFD

SHORT

36

53.9700 USD

COMMON STOCK

CFD

SHORT

220,600

54.0000 USD

COMMON STOCK

CFD

SHORT

2,090

54.0000 USD

COMMON STOCK

CFD

SHORT

13,300

54.0272 USD

COMMON STOCK

CFD

SHORT

1,588

54.0330 USD

COMMON STOCK

CFD

SHORT

11,928

54.0330 USD

COMMON STOCK

CFD

SHORT

200

54.0400 USD

COMMON STOCK

CFD

SHORT

400

54.0415 USD

COMMON STOCK

CFD

SHORT

32,900

54.0668 USD

COMMON STOCK

CFD

SHORT

222

54.0835 USD

COMMON STOCK

CFD

SHORT

21

54.0835 USD

COMMON STOCK

CFD

SHORT

1,200

54.0900 USD

COMMON STOCK

CFD

SHORT

258

54.0910 USD

COMMON STOCK

CFD

SHORT

1,949

54.0910 USD

COMMON STOCK

CFD

SHORT

5,000

54.1131 USD

COMMON STOCK

CFD

SHORT

6,514

54.1211 USD

COMMON STOCK

CFD

SHORT

234

54.1211 USD

COMMON STOCK

CFD

SHORT

172

54.1212 USD

COMMON STOCK

CFD

SHORT

4,488

54.1212 USD

COMMON STOCK

CFD

SHORT

4,110

54.1237 USD

COMMON STOCK

CFD

SHORT

204

54.1237 USD

COMMON STOCK

CFD

SHORT

1,900

54.1284 USD

COMMON STOCK

CFD

SHORT

228

54.1518 USD

COMMON STOCK

CFD

SHORT

3,950

54.2305 USD

COMMON STOCK

CFD

SHORT

900

54.3432 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

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) Exercising

Class of relevant security

Product description e.g. call option

Number of securities

Exercise price per unit

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

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 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

3. 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"

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

Date of disclosure:

25 JULY 2014

Contact name:

Darren Wickert

Telephone number:

+44 (0)20 7425 6578

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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