Morgan Stanley Securities Limited



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 Securities Limited

(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:

SHIRE PLC

(d) Date dealing undertaken:

18 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

4,819,006

49.9800 GBP

40.0000 GBP

COMMON STOCK

SALES

3,842,910

49.9700 GBP

48.0000 GBP

COMMON STOCK

PURCHASES

51,871

84.0672 USD

83.9162 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

22,753

48.2304 GBP

COMMON STOCK

CFD

LONG

1,254

48.3300 GBP

COMMON STOCK

CFD

LONG

164

48.3560 GBP

COMMON STOCK

CFD

LONG

198,841

48.8664 GBP

COMMON STOCK

CFD

LONG

86,898

48.8777 GBP

COMMON STOCK

CFD

LONG

12,099

48.8796 GBP

COMMON STOCK

CFD

LONG

23,500

48.9313 GBP

COMMON STOCK

CFD

LONG

11,187

48.9313 GBP

COMMON STOCK

CFD

LONG

78,372

48.9313 GBP

COMMON STOCK

CFD

LONG

4,000

48.9600 GBP

COMMON STOCK

CFD

LONG

12,500

48.9813 GBP

COMMON STOCK

CFD

LONG

2,800

49.0043 GBP

COMMON STOCK

CFD

LONG

124

49.0300 GBP

COMMON STOCK

CFD

LONG

61

49.1728 GBP

COMMON STOCK

CFD

LONG

1,884

49.2080 GBP

COMMON STOCK

CFD

LONG

1,807

49.3294 GBP

COMMON STOCK

CFD

LONG

1,642

49.3527 GBP

COMMON STOCK

CFD

LONG

6,368

49.3527 GBP

COMMON STOCK

CFD

LONG

330

49.3527 GBP

COMMON STOCK

CFD

LONG

5,000

49.4415 GBP

COMMON STOCK

CFD

LONG

2,593

49.5938 GBP

COMMON STOCK

CFD

LONG

22

49.6327 GBP

COMMON STOCK

CFD

LONG

20

49.6375 GBP

COMMON STOCK

CFD

LONG

18,138

49.6394 GBP

COMMON STOCK

CFD

LONG

45

49.6415 GBP

COMMON STOCK

CFD

LONG

726

49.6454 GBP

COMMON STOCK

CFD

LONG

49

49.6496 GBP

COMMON STOCK

CFD

LONG

250,000

49.7107 GBP

COMMON STOCK

CFD

LONG

100,000

49.7929 GBP

COMMON STOCK

CFD

LONG

7,700

49.7929 GBP

COMMON STOCK

CFD

LONG

62,300

49.7929 GBP

COMMON STOCK

CFD

LONG

30,000

49.7929 GBP

COMMON STOCK

CFD

LONG

18

49.9600 GBP

COMMON STOCK

CFD

LONG

14

49.9600 GBP

COMMON STOCK

CFD

LONG

10,097

49.9600 GBP

COMMON STOCK

CFD

LONG

6,660

49.9600 GBP

COMMON STOCK

CFD

LONG

782

49.9600 GBP

COMMON STOCK

CFD

SHORT

65

48.5800 GBP

COMMON STOCK

CFD

SHORT

54

48.5800 GBP

COMMON STOCK

CFD

SHORT

12,500

48.6402 GBP

COMMON STOCK

CFD

SHORT

190,056

48.7600 GBP

COMMON STOCK

CFD

SHORT

150,512

48.7600 GBP

COMMON STOCK

CFD

SHORT

86,012

48.7600 GBP

COMMON STOCK

CFD

SHORT

235,648

48.7600 GBP

COMMON STOCK

CFD

SHORT

9,342

48.7600 GBP

COMMON STOCK

CFD

SHORT

107,045

48.7600 GBP

COMMON STOCK

CFD

SHORT

22,885

48.8351 GBP

COMMON STOCK

CFD

SHORT

197,969

48.8351 GBP

COMMON STOCK

CFD

SHORT

86,898

48.8741 GBP

COMMON STOCK

CFD

SHORT

20,625

48.8830 GBP

COMMON STOCK

CFD

SHORT

45,388

48.8830 GBP

COMMON STOCK

CFD

SHORT

36,617

48.8830 GBP

COMMON STOCK

CFD

SHORT

28,999

48.8830 GBP

COMMON STOCK

CFD

SHORT

16,570

48.8830 GBP

COMMON STOCK

CFD

SHORT

1,801

48.8830 GBP

COMMON STOCK

CFD

SHORT

5,000

48.9385 GBP

COMMON STOCK

CFD

SHORT

250,000

48.9876 GBP

COMMON STOCK

CFD

SHORT

2,000

49.0064 GBP

COMMON STOCK

CFD

SHORT

11,000

49.0081 GBP

COMMON STOCK

CFD

SHORT

9,000

49.0081 GBP

COMMON STOCK

CFD

SHORT

24,000

49.0340 GBP

COMMON STOCK

CFD

SHORT

7,105

49.0650 GBP

COMMON STOCK

CFD

SHORT

12,482

49.1269 GBP

COMMON STOCK

CFD

SHORT

3,200

49.1556 GBP

COMMON STOCK

CFD

SHORT

172

49.2827 GBP

COMMON STOCK

CFD

SHORT

14,500

49.3729 GBP

COMMON STOCK

CFD

SHORT

12,500

49.3729 GBP

COMMON STOCK

CFD

SHORT

6,000

49.3878 GBP

COMMON STOCK

CFD

SHORT

11,186

49.4000 GBP

COMMON STOCK

CFD

SHORT

714

49.4000 GBP

COMMON STOCK

CFD

SHORT

15,914

49.4024 GBP

COMMON STOCK

CFD

SHORT

11,186

49.5455 GBP

COMMON STOCK

CFD

SHORT

714

49.5455 GBP

COMMON STOCK

CFD

SHORT

1,608

49.6315 GBP

COMMON STOCK

CFD

SHORT

10,000

49.6996 GBP

COMMON STOCK

CFD

SHORT

912

49.9186 GBP

COMMON STOCK

CFD

SHORT

84

49.9600 GBP

COMMON STOCK

CFD

SHORT

696

49.9600 GBP

COMMON STOCK

CFD

SHORT

202

49.9600 GBP

COMMON STOCK

CFD

SHORT

324

49.9600 GBP

COMMON STOCK

CFD

SHORT

10,113

49.9600 GBP

COMMON STOCK

CFD

SHORT

8,813

49.9600 GBP

COMMON STOCK

CFD

SHORT

6,100

83.9162 GBP

COMMON STOCK

CFD

SHORT

4,431

83.9689 GBP

COMMON STOCK

CFD

SHORT

1,855

83.9689 GBP

COMMON STOCK

CFD

SHORT

3,136

83.9689 GBP

COMMON STOCK

CFD

SHORT

7,254

83.9689 GBP

COMMON STOCK

CFD

SHORT

6,210

83.9689 GBP

COMMON STOCK

CFD

SHORT

6,210

84.0672 GBP

COMMON STOCK

CFD

SHORT

7,253

84.0672 GBP

COMMON STOCK

CFD

SHORT

3,137

84.0672 GBP

COMMON STOCK

CFD

SHORT

1,854

84.0672 GBP

COMMON STOCK

CFD

SHORT

4,431

84.0672 GBP

ADS

CFD

SHORT

18,019

256.5043 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

COMMON STOCK

CALL

PURCHASE

67,000

40.0000

A

18/07/2014

9.3500 GBP

(ii) Exercising

Class of relevant security

Product description e.g. call option

Number of securities

Exercise price per unit

COMMON STOCK

CALL

15,000

48.0000 GBP

COMMON STOCK

PUT

5,000

38.0000 GBP

COMMON STOCK

PUT

15,000

40.0000 GBP

(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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