Shire : Form 8.5 (EPT/RI) - Shire plc amendment

AMENDMENT

INCREASED EQUITY PURCHASES BY 12,958 TO 404,697

INCREASED EQUITY SALES BY 2,478 TO 330,394

ADDED EQUITY SWAP PURCHASES OF 2,478

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:	J.P. Morgan Securities 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:	Joint Financial Adviser to Takeda Pharmaceutical Company Limited
(d) Date dealing undertaken:	08 August 2018
(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 (GBP)	Lowest price per unit paid/received (GBP)
Ordinary Shares	Purchases Sales	404,697 330,394	45.1300 45.1300	44.5375 44.5334

(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 Shares	Equity Swaps	Long Short	174 13,104 3,797 57,362 87 2,478 3,892 1,387 62 17,492 103 216 48,863 260 12,810 3,609 1,139 6 3,595 35,966 170 18 9,414 15,027	44.5466 GBP 44.9925 GBP 44.9980 GBP 45.0000 GBP 45.0798 GBP 57.6443 USD 44.8394 GBP 44.8753 GBP 44.8834 GBP 44.8923 GBP 44.8989 GBP 44.9025 GBP 44.9057 GBP 44.9281 GBP 44.9328 GBP 44.9404 GBP 44.9496 GBP 44.9729 GBP 44.9792 GBP 44.9846 GBP 44.9949 GBP 45.0000 GBP 45.0020 GBP 45.0101 GBP

(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 (GBP)	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit (GBP)

(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)

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:	17 August 2018
Contact name:	Alwyn Basch
Telephone number:	020 7742 7407

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.