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 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:	21 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 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
ADR	PURCHASES	97,979	171.8900 USD	169.7100 USD
ADR	SALES	2,464	171.5500 USD	169.5900 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	167	171.5440 USD
ADR	CFD	SHORT	100	169.7100 USD
ADR	CFD	SHORT	100	169.7100 USD
ADR	CFD	SHORT	200	169.9900 USD
ADR	CFD	SHORT	66,700	170.0300 USD
ADR	CFD	SHORT	200	170.0300 USD
ADR	CFD	SHORT	30,000	170.0300 USD
ADR	CFD	SHORT	30,175	170.0300 USD
ADR	CFD	SHORT	66,725	170.0300 USD
ADR	CFD	SHORT	400	170.2912 USD
ADR	CFD	SHORT	200	170.5925 USD
ADR	CFD	SHORT	167	171.1000 USD
5p ordinary	CFD	LONG	39,824	44.8106 GBP
5p ordinary	CFD	LONG	39	44.8950 GBP
5p ordinary	CFD	LONG	850	44.9544 GBP
5p ordinary	CFD	SHORT	4,200	44.8950 GBP
5p ordinary	CFD	SHORT	16,950	44.8950 GBP
5p ordinary	CFD	SHORT	279,200	44.8950 GBP
5p ordinary	CFD	SHORT	79,890	44.8950 GBP
5p ordinary	CFD	SHORT	27,490	44.8950 GBP
5p ordinary	CFD	SHORT	1,040	44.9674 GBP
5p ordinary	CFD	SHORT	21,610	44.9674 GBP
5p ordinary	CFD	SHORT	6,950	44.9674 GBP
5p ordinary	CFD	SHORT	4,260	44.9674 GBP
5p ordinary	CFD	SHORT	8,430	45.0616 GBP
5p ordinary	CFD	SHORT	37,600	45.0616 GBP
5p ordinary	CFD	SHORT	13,740	45.0616 GBP
5p ordinary	CFD	SHORT	2,290	45.0616 GBP
5p ordinary	CFD	SHORT	40,000	45.0984 GBP
5p ordinary	CFD	SHORT	10,000	45.0984 GBP
5p ordinary	CFD	SHORT	6,530	45.1560 GBP
5p ordinary	CFD	SHORT	29,789	45.1560 GBP
5p ordinary	CFD	SHORT	28,601	45.1560 GBP
5p ordinary	CFD	SHORT	4,746	45.3176 GBP
5p ordinary	CFD	SHORT	3,466	45.3176 GBP
5p ordinary	CFD	SHORT	163	45.3176 GBP
5p ordinary	CFD	SHORT	3,371	45.3176 GBP
5p ordinary	CFD	SHORT	1,069	45.3176 GBP
5p ordinary	CFD	SHORT	650	45.3176 GBP
5p ordinary	CFD	SHORT	7,660	45.3409 GBP
5p ordinary	CFD	SHORT	12,601	45.3409 GBP
5p ordinary	CFD	SHORT	39,729	45.3409 GBP
5p ordinary	CFD	SHORT	1,917	45.3409 GBP
5p ordinary	CFD	SHORT	1,670	56.9206 USD
5p ordinary	CFD	SHORT	1,670	56.9206 USD
5p ordinary	CFD	SHORT	85,980	56.9512 USD
5p ordinary	CFD	SHORT	5,043	56.9513 USD
5p ordinary	CFD	SHORT	3,649	56.9513 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:	24 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.

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.