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Tuesday 08 January, 2019

Societe Generale SA

Form 8.3 - Shire Plc

RNS Number : 5058M
Societe Generale SA
08 January 2019
 

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) Full name of discloser:

Société Générale S.A.

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

 

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

     Use a separate form for each offeror/offeree

 Shire Plc

(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:

     For an opening position disclosure, state the latest practicable date prior to the disclosure

07/01/2019

     (f)    In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

YES: Takeda Pharmaceutical Company Limited

 

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

 

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.

 

(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:

 

Ordinary shares: 19,812,373 Shares Interests and 58,714 short position

ADR (referencing the ordinary): 322,266 equivalent Shares interests and 41,643 equivalent Shares as short position

Where (1 ADR = 3 ordinary shares)

 

 

Interests

Short positions

 

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

20,134,639

2.19

100,357

0.01

(2) Cash-settled derivatives:

 

0

0.00

19,399,108

2.11

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

593,100

0.06

473,700

0.05

 

     TOTAL:

20,727,739

2.26

19,973,165

2.18

 

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), 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 employee options)

 

Class of relevant security in relation to which subscription right exists:

 

Details, including nature of the rights concerned and relevant percentages:

 

 

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

 

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.

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

 

(a)        Purchases and sales

Class of relevant security

Purchase/sale

Number of securities

Price per unit

GBP

Ordinary

Purchase

-

-

Class of relevant security

Purchase/sale

Number of securities

Price per unit

USD

ADR

Purchase

-

-

Class of relevant security

Purchase/sale

Number of securities

Price per unit

GBP

Ordinary

Sale

-

-

Class of relevant security

Purchase/sale

Number of securities

Price per unit

USD

ADR

Sale

-

-

 

Total Purchases

-

 

 

Total Sales

-

 

 

(b)        Cash-settled derivative transactions

 

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 GBP

Ordinary

Listed call warrant

closing a short position

40

18.95

 

(c)        Stock-settled derivative transactions (including options)

 

(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 USD

 

 

 

 

 

 

 

 

 

 

(ii)        Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit 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) GBP

 

 

 

 

 

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:

Irrevocable commitments and letters of intent should not be included.  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 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"

 

 

 

 

 

(c)        Attachments

 

Is a Supplemental Form 8 (Open Positions) attached?

Yes

 

 

Date of disclosure:

 08/01/2019                            

Contact name:

 Olivier Vero

Telephone number:

+44 20 7676 6969

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk

 

 

 

 

 

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1.         KEY INFORMATION

 

Full name of person making disclosure:

SOCIETE GENERALE SA

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

Shire Plc

 

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

-

Class of relevant security

Product description e.g. call option

Written or purchased

Number of securities to which option or derivative relates

Exercise price per unit USD

Type

Expiry date

  

e.g. American, European etc.

ADR

Listed call-option

Purchase

75,000

170

American option

18/01/2019

ADR

Listed call-option

Sale

75,000

165

American option

18/01/2019

ADR

Listed call-option

Purchase

41,800

175

American option

18/04/2019

ADR

Listed call-option

Purchase

360,600

180

American option

18/01/2019

ADR

Listed call-option

Sale

226,900

175

American option

18/01/2019

ADR

Listed call-option

Purchase

41,800

200

American options

18/01/2019

ADR

Listed call-option

Sale

15,000

185

American options

18/01/2019

ADR

Listed call-option

Purchase

33,900

190

American options

18/01/2019

ADR

Listed call-option

Sale

20,000

172.5

American options

18/01/2019

ADR

Listed put-option

Sale

20,000

170

American options

18/01/2019

ADR

Listed put-option

Purchase

116,800

165

American option

18/04/2019

ADR

Listed put-option

Purchase

20,000

140

American options

18/01/2019

ADR

Listed put-option

Sale

20,000

155

American options

18/01/2019

 

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

 

Full details should be given so that the nature of the interest or position can be fully understood:

 

 

 

 

 

 

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

 

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

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

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

 

 


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