Shire : Form 8.5 (EPT/RI) - Replacement of Shire plc

AMENDMENT Section (2b)

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	Shire plc
(c) Name of the party to the offer with which exempt principal trader is connected:	Shire plc
(d) Date dealing undertaken:	11 DECEMBER 2018
(e)Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	Yes - Takeda Pharmaceutical Company Limited

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

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.

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

(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
ADR	PURCHASES	1,700	170.4400 USD	169.3300 USD
ADR	SALES	840	170.3800 USD	169.2100 USD

(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
ADR	CFD	LONG	100	169.6500 USD
ADR	CFD	LONG	27	169.7900 USD
ADR	CFD	LONG	803	169.8231 USD
ADR	CFD	LONG	676	169.8500 USD
ADR	CFD	SHORT	1,500	169.6113 USD
ADR	CFD	SHORT	1,600	169.6631 USD
ADR	CFD	SHORT	100	170.1200 USD
ADR	CFD	SHORT	100	170.1200 USD
ADR	CFD	SHORT	100	170.4400 USD
5p ordinary	CFD	LONG	143	45.0518 GBP
5p ordinary	CFD	LONG	730	45.0905 GBP
5p ordinary	CFD	LONG	6,970	45.0905 GBP
5p ordinary	CFD	LONG	18	45.1355 GBP
5p ordinary	CFD	SHORT	42	44.9335 GBP
5p ordinary	CFD	SHORT	192	44.9335 GBP
5p ordinary	CFD	SHORT	18,382	44.9466 GBP
5p ordinary	CFD	SHORT	4,595	44.9466 GBP
5p ordinary	CFD	SHORT	2,230	45.0436 GBP
5p ordinary	CFD	SHORT	50	45.1168 GBP
5p ordinary	CFD	LONG	5,631	57.5216 USD
5p ordinary	CFD	SHORT	3,953	45.0046 GBP
5p ordinary	CFD	SHORT	3,340	56.8428 USD
5p ordinary	CFD	SHORT	10,136	57.2235 USD

(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	Typee.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) Exercise

Class of relevant security	Product descriptione.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 dealinge.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:	13 DECEMBER 2018
Contact name:	Craig Horsley
Telephone number:	[phone]

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 [e-mail]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

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