Shire : Form 8.5 (EPT/NON-RI)- Shire Plc

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ('RI') STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Name of exempt principal trader:	J.P. Morgan Securities 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:	Joint Financial Adviser to Takeda Pharmaceutical Company Limited
(d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure	28 December 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 the offer? If it is a cash offer or possible cash offer, state 'N/A'	Yes, Takeda Pharmaceutical Company Limited

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

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(b), 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 5p
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	1,454,454	0.16	329,043	0.04
(2) Cash-settled derivatives:	310,215	0.03	192,096	0.02
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	1,096,800	0.12	1,792,200	0.20
TOTAL:	2,861,469	0.31	2,313,339	0.26

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 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 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	Purchases/ sales	Total number of securities	Highest price per unit paid/received (USD)	Lowest price per unit paid/received (USD)
ADR	Purchases Sales	11,001 11,001	173.9800 173.9800	172.5400 172.5400

(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 (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 (USD)	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

(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)

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 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

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?

YES

Date of disclosure:	31 December 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 disclosure requirements on [phone].

The Code can be viewed on the Panel's website atwww.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:	J.P. Morgan Securities LLC
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 e.g. American, European etc.	Expiry date
ADS	Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Put Option Put Option Put Option Put Option	Written Written Purchased Written Written Purchased Purchased Written Written Written Written Purchased Written Purchased Written	50,000 185,000 16,900 162,000 110,000 85,000 188,000 94,000 50,000 11,100 23,300 10,000 72,600 78,000 3,100	140.00 170.00 160.00 130.00 180.00 180.00 200.00 200.00 165.00 190.00 195.00 150.00 180.00 165.00 170.00	American American American American American American American American American American American American American American American	18/01/2019 18/01/2019 18/01/2019 18/01/2019 18/01/2019 19/07/2019 18/01/2019 18/04/2019 18/01/2019 18/01/2019 18/01/2019 18/01/2019 18/04/2019 18/01/2019 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 [phone].

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