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:

28 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

598,456

49.6900 GBP

49.2800 GBP

COMMON STOCK

SALES

1,709,184

49.6900 GBP

49.2900 GBP

(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

89

49.3100 GBP

COMMON STOCK

CFD

LONG

3

49.3200 GBP

COMMON STOCK

CFD

LONG

173

49.3300 GBP

COMMON STOCK

CFD

LONG

180

49.3400 GBP

COMMON STOCK

CFD

LONG

23

49.3478 GBP

COMMON STOCK

CFD

LONG

113

49.3500 GBP

COMMON STOCK

CFD

LONG

175

49.3600 GBP

COMMON STOCK

CFD

LONG

322

49.3669 GBP

COMMON STOCK

CFD

LONG

31,500

49.3880 GBP

COMMON STOCK

CFD

LONG

65,415

49.3880 GBP

COMMON STOCK

CFD

LONG

8,085

49.3880 GBP

COMMON STOCK

CFD

LONG

79

49.3990 GBP

COMMON STOCK

CFD

LONG

123,374

49.4183 GBP

COMMON STOCK

CFD

LONG

92

49.4191 GBP

COMMON STOCK

CFD

LONG

23

49.4200 GBP

COMMON STOCK

CFD

LONG

310

49.4200 GBP

COMMON STOCK

CFD

LONG

3,062

49.4200 GBP

COMMON STOCK

CFD

LONG

622

49.4200 GBP

COMMON STOCK

CFD

LONG

1,722

49.4200 GBP

COMMON STOCK

CFD

LONG

860

49.4527 GBP

COMMON STOCK

CFD

LONG

45

49.4527 GBP

COMMON STOCK

CFD

LONG

222

49.4527 GBP

COMMON STOCK

CFD

LONG

1,010,918

49.4600 GBP

COMMON STOCK

CFD

SHORT

21

49.3862 GBP

COMMON STOCK

CFD

SHORT

843

49.3985 GBP

COMMON STOCK

CFD

SHORT

3,272

49.3985 GBP

COMMON STOCK

CFD

SHORT

170

49.3985 GBP

COMMON STOCK

CFD

SHORT

134,219

49.4098 GBP

COMMON STOCK

CFD

SHORT

12,495

49.4142 GBP

COMMON STOCK

CFD

SHORT

56,215

49.4142 GBP

COMMON STOCK

CFD

SHORT

1,893

49.4200 GBP

COMMON STOCK

CFD

SHORT

6,545

49.4200 GBP

COMMON STOCK

CFD

SHORT

46

49.4200 GBP

COMMON STOCK

CFD

SHORT

25,000

49.4200 GBP

COMMON STOCK

CFD

SHORT

622

49.4200 GBP

COMMON STOCK

CFD

SHORT

39

49.4200 GBP

COMMON STOCK

CFD

SHORT

1,432

49.4244 GBP

COMMON STOCK

CFD

SHORT

8,964

49.5085 GBP

COMMON STOCK

CFD

SHORT

3,603

49.5085 GBP

COMMON STOCK

CFD

SHORT

9,945

49.5268 GBP

(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 Stocks

CALL

SALE

36,500

46.84

E

05/08/2014

2.9258 GBP

Common Stocks

CALL

SALE

36,500

35.99

E

28/07/2014

13.4322 GBP

(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:

31 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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