Pentwater Capital Management LP: Form 8.3 - Shire Plc

 FORM 8.3               PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY                 A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE                        Rule 8.3 of the Takeover Code (the "Code")                     1. KEY INFORMATION  (a) Identity of the person whose positions/    Pentwater Capital Management   dealings are being disclosed:                  LP                                                                                                         (b) Owner or controller of interests and short                                positions disclosed, if different from 1(a):                                                                                                             The naming of nominee or vehicle companies is                                 insufficient                                                                                                                                             (c) Name of offeror/offeree in relation to     Shire Plc                      whose relevant securities this form relates:                                                                                                             Use a separate form for each offeror/offeree                                                                                                             (d) If an exempt fund manager connected with   N/A                            an offeror/offeree, state this and specify                                    identity of offeror/offeree:                                                                                                                             (e) Date position held/dealing undertaken:     August 21, 2014                                                                                           (f) Has the discloser previously disclosed, or Yes-AbbVie Inc                 are they today disclosing, under the Code in                                  respect of any other party to this offer?                                      2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE  (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:                                                                                                                                                                         Interests            Short positions                                                                                                                     Number         %        Number         %                                                                                (1) Relevant securities owned    4,156,950     0.70%                          and/or controlled:                                                                                                                                       (2) Derivatives (other than   4,832,953       0.82%                           options):                                                                                                                                                (3) Options and agreements to     450,000      0.08%      250,000      0.04%  purchase/sell:                                                                                                                                           TOTAL:                        9,439,903        1.60%      250,000      0.04%   All interests and all short positions should be disclosed.  Details of any open derivative or option positions, 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 executive options)  Class of relevant security in                                                 relation to which subscription right                                          exists:                                                                                                                                                  Details, including nature of the                                              rights concerned and relevant                                                 percentages:                                                                   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.  3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE  (a) Purchases and sales   Class of relevant    Purchase/sale         Number of        Price per unit           security                              securities                                                                                                            Ordinary              Sale              33,243            49.21 GBP       (b) Derivatives transactions (other than options)   Class of       Product       Nature of dealing     Number of     Price per    relevant     description                           reference        unit      security                  e.g. opening/closing a   securities                                     e.g. CFD    long/short position,                                                            increasing/reducing a                                                            long/short position                                                                                                               (c) Options transactions in respect of existing securities  (i) Writing, selling, purchasing or varying  Class of   Product    Writing,   Number of  Exercise   Type    Expiry   Option  relevant description purchasing, securities  price              date    money   security  e.g. call   selling,    to which  per unit   e.g.             paid/              option      varying     option            American,         received                         etc.      relates            European          per unit                                                        etc.                                                                                                      (ii) Exercising   Class of relevant       Product            Number of      Exercise price per      security          description         securities             unit                                                                                                           e.g. call option                                                                                                                        (d) Other dealings (including subscribing for new securities)  Class of relevant    Nature of dealing          Details       Price per unit      security                                                 (if applicable)                       e.g. subscription,                                                                conversion                                                                                                                          The currency of all prices and other monetary amounts should be stated.  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.  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 person   making the disclosure and any party to the offer or any person acting in      concert with a party to the offer:                                                                                                                        If there are no such agreements, arrangements or understandings, state "none"                                                                             (b) Agreements, arrangements or understandings relating to options or derivatives  Details of any agreement, arrangement or understanding, formal or informal,   between the person 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"                                                                             (c) Attachments  Is a Supplemental Form 8 (Open Positions) attached?           YES              Date of disclosure:                    August 22, 2014                                                                                                   Contact name:                          Neal Nenadovic                                                                                                    Telephone number:                      312-589-6405                            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 dealing 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 OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL                                      ETC.                                                    Note 5(i) on Rule 8 of the Takeover Code (the "Code")               1. KEY INFORMATION  Identity of person whose open positions are    Pentwater Capital Management   being disclosed:                               LP                                                                                                         Name of offeror/offeree in relation to whose   Shire Plc                      relevant securities the disclosure relates:                                    2. OPTIONS AND DERIVATIVES   Class of    Product   Written or  Number of   Exercise      Type      Expiry    relevant  description  purchased  securities  price per                date     security   e.g. call               to which     unit        e.g.                               option                option or              American,                                                derivative              European                                                 relates                  etc.                                                                                             Ordinary   Put option  Written     250,000    28.00 GBP   American   19 Sep 14                                                                               Ordinary   Call option Purchased   200,000    40.00 GBP   American   19 Sep 14                                                                               Ordinary   Call option Written     250,000    45.00 GBP   American   19 Sep 14   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 contracts for differences ("CFDs") or spread bets.  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 dealing disclosure requirements on +44 (0)20 7638 0129.  The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .                                                                              END 
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