FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) Full name of discloser: | Flemming Ornskov |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | SHIRE PLC |
| (d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) | Person acting in concert with the offeree |
| (e) Date dealing undertaken: | 31 October 2018 |
| (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” | NO |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
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(c), 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
| Class of relevant security: | Ordinary shares of 5p each | |||
| | Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 227,874(1) | 0.02(2) | Nil | 0 |
| (2) Cash-settled derivatives: | Nil | 0 | Nil | 0 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
| TOTAL: | Nil | 0 | Nil | 0 |
(1) 181,974 ordinary shares held in the form of American Depositary Shares (“ADSs”). One ADS is equivalent to three ordinary shares of 5p each.
(2) % of total issued share capital (excluding treasury shares).
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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including directors’ and other employee options)
| Class of relevant security in relation to which subscription right exists: | Ordinary shares of 5p each |
| Details, including nature of the rights concerned and relevant percentages: | Options and rights to acquire as set out below |
Shire Long Term Incentive Plan 2015, Shire Deferred Bonus Plan 2015 and Shire Portfolio Share Plan
| Name | Plan | Maximum number of ordinary shares subject of the award | Vesting date | Subscription price |
| Flemming Ornskov | Shire Deferred Bonus Plan 2015 | 12,735(1) | 11 March 2019 | Nil |
| 11,163(1) | 10 March 2020 | Nil | ||
| 10,470(1) | 9 March 2021 | Nil | ||
| Shire Long Term Incentive Plan 2015 | 97,491(1) | 26 February 2019 | Nil | |
| 68,706(1) | 28 February 2020 | Nil | ||
| 134,346(1) | 1 May 2021 | Nil | ||
| 30,093(1) | 30 April 2018(2) | $245.48(3) | ||
| 129,987(1) | 26 February 2019 | $161.42(3) | ||
| 91,608(1) | 28 February 2020 | $181.63(3) | ||
| Shire Portfolio Share Plan | 136,803(1) | 28 February 2016(2) | $95.04(3) | |
| 56,952(1) | 2 May 2016(2) | $91.59(3) | ||
| 102,522(1) | 28 February 2017(2) | $168.54(3) |
(1) Ordinary shares subject to award in the form of ADSs. One ADS is equivalent to three ordinary shares of 5p each.
(2) Vested but not yet exercised.
(3) Subscription price applicable to exercise of award in the form of ADSs.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), 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
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)
| Class of relevant security | Purchase/sale | Number of securities | Price per unit |
| N/A | N/A | N/A | N/A |
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser
| Class of relevant security | Purchases/ sales | Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
| N/A | N/A | N/A | N/A | N/A |
(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 |
| N/A | N/A | N/A | N/A | N/A |
(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 | Type e.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 |
| Ordinary shares of 5p each | Option | Vesting and automatic exercise of an option granted under the Shire Global Employee Stock Purchase Plan on November 1, 2017. | 297(1) | $125.49(2) |
(1) Ordinary shares subject to award in the form of ADSs. One ADS is equivalent to three ordinary shares of 5p each.
(2) Subscription price applicable to exercise of award in the form of ADSs.
(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 |
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 party to the offer or person acting in concert making the disclosure and any other person: 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 party to the offer or person acting in concert 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
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 1 November 2018 |
| Contact name: | Stephen Williams, Deputy Company Secretary |
| Telephone number: | +44 (0)125 689 4003 |
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 +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.