Shire : Form 8.5 (EPT/RI) - SHIRE PLC

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 & Co. International plc
(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:	03 JANUARY 2019
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state 'N/A'	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
5p ordinary	PURCHASES	164,175	45.9000 GBP	45.7000 GBP
5p ordinary	SALES	92,014	45.9000 GBP	45.7000 GBP
5p ordinary	PURCHASES	5,345	57.4443 USD	57.4443 USD
5p ordinary	SALES	5,000	57.6912 USD	57.6912 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
5p ordinary	CFD	LONG	25,646	45.7900 GBP
5p ordinary	CFD	LONG	19,510	45.7900 GBP
5p ordinary	CFD	LONG	13,566	45.7900 GBP
5p ordinary	CFD	SHORT	49,999	45.8178 GBP
5p ordinary	CFD	SHORT	7,566	45.8200 GBP
5p ordinary	CFD	SHORT	15,708	45.8200 GBP
5p ordinary	CFD	SHORT	6,325	45.8200 GBP
5p ordinary	CFD	SHORT	356	57.4443 USD
5p ordinary	CFD	SHORT	1,000	57.4466 USD
5p ordinary	CFD	SHORT	1,789	57.4466 USD
5p ordinary	CFD	SHORT	500	57.4466 USD
5p ordinary	CFD	SHORT	1,700	57.4466 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 description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
N/A	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

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: Irrevocable commitments and letters of intent should not be included. 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:	04 JANUARY 2019
Contact name:	Craig Horsley
Telephone number:	[phone]

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 dealing disclosure requirements on [phone].

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