TIDMSHP
RNS Number : 5266M
Goldman Sachs & Co. LLC
08 January 2019
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: GOLDMAN SACHS & CO. LLC
(b) Name of offeror/offeree in relation SHIRE PLC
to whose relevant securities this
form relates:
Use a separate form for each offeror/offeree
----------------------------------------------
(c) Name of the party to the offer SHIRE PLC
with which exempt principal trader
is connected:
----------------------------------------------
(d) Date position held/dealing undertaken: 07 January 2019
For an opening position disclosure,
state the latest practicable date
prior to the disclosure
----------------------------------------------
(e) In addition to the company in NO
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"
----------------------------------------------
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 and ADRs
Interests Short positions
-----------------
Number % Number %
---------- ----- -----------
(1) Relevant securities
owned and/or controlled: 1,786,422 0.19 128,630 0.01
------------------------------- ---------- ----- -----------
(2) Cash-settled derivatives: 86,462 0.00 1,595,670 0.17
------------------------------- ---------- ----- -----------
(3) Stock-settled derivatives
(including options) and
agreements to purchase/sell: 0 0 30,600 0.00
------------------------------- ---------- ----- -----------
TOTAL: 1,872,884 0.20 1,754,900 0.19
------------------------------- ---------- ----- -----------
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 Purchases/ Total number Highest price Lowest price
relevant sales of securities per unit per unit paid/received
security paid/received
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per
relevant description e.g. opening/closing reference unit
security e.g. CFD a long/short position, securities
increasing/reducing
a long/short position
ADR / (1.00 CFD / (1.00 Reducing a short 2,904 (8,712) 179.6866
: 3.00) : 3.00) position USD
------------ ------------- ------------------------ --------------
ADR / (1.00 CFD / (1.00 Opening a short 623 (1,869) 179.6866
: 3.00) : 3.00) position USD
------------ ------------- ------------------------ --------------
ADR / (1.00 CFD / (1.00 Reducing a short 623 (1,869) 179.6866
: 3.00) : 3.00) position USD
------------ ------------- ------------------------ --------------
ADR / (1.00 CFD / (1.00 Opening a short 2,904 (8,712) 179.6866
: 3.00) : 3.00) position USD
------------ ------------- ------------------------ --------------
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class Product Writing, Number Exercise Type Expiry Option
of relevant description purchasing, of securities price e.g. American, date money
security e.g. call selling, to which per unit European paid/
option varying etc. option etc. received
relates per unit
(ii) Exercise
Class of relevant Product description Exercising Number of Exercise price
security e.g. call / exercised securities per unit
option against
(d) Other dealings (including subscribing for new securities)
Class of relevant Nature of dealing Details Price per
security e.g. subscription, unit (if applicable)
conversion
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: 08 January 2019
Contact name: Kashif Rafiq and Papa Lette
---------------------
+44(20) 7051 0547 / +44(20)
Telephone number: 7774 7442
---------------------
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 at monitoring@disclosure.org.uk. The Panel's Market
Surveillance Unit is available for consultation in relation to the
Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8(OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION)
POSITIONS, AGREEMENT 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: GOLDMAN SACHS & CO. LLC
Name of offeror/offeree in relation SHIRE PLC
to whose relevant securities disclosure
relates:
---------------------------------------------
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of Product Written Number Exercise Type Expiry
relevant description or purchased of securities price per e.g. American, date
security e.g. call to which unit European
option option etc.
or derivative
relates
Ordinary Call Option Sold 30,600 160.0000 AMER 18/01/2019
USD
---------- ------------- -------------- --------------- ----------- ----------------
3. AGREEMENTS TO PURCHASE OR SELL
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 Supplement form
(Open Positions) with regard to cash-settled derivatives.
The currency of all pieces 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
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FEOBPMBTMBIMBML
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