Form 8.3 - AstraZeneca 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/dealings are being disclosed:	Schroders plc
(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 whose relevant securities this form relates:      Use a separate form for each offeror/offeree	AstraZeneca plc
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken:	29/04/2014
(f)  Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer?	Yes, Pfizer Inc

 

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:	USD 0.25 Ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	27,115,346	2.149%
(2) Derivatives (other than options):	59,231	0.005%
(3) Options and agreements to purchase/sell:			2,074,964	0.164%
TOTAL:	27,174,577	2.153%	2,074,964	0.164%

 

***Schroders can exercise the voting rights for 25,007,052 of the above mentioned shares***

 

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 security	Purchase/sale	Number of securities	Price per unit
Ordinary	Sale	270	46.09
Ordinary	Sale	91,720	46.23
Ordinary	Sale	73,242	46.60
Ordinary	Sale	58,385	46.65

 

 (b)       Derivatives transactions (other than options)

 

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
Ordinary	CFD	Closing a short position	150,000	46.14
Ordinary	CFD	Closing a short position	123,370	46.71
Ordinary	CFD	Reducing a long position	3,571	46.56

 

(c)        Options transactions in respect of existing securities

 

(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

 

(ii)        Exercising

 

Class of relevant security	Product description e.g. call option	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)

 

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"

N/A

 

(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"

N/A

 

(c)        Attachments

 

Is a Supplemental Form 8 (Open Positions) attached?

Yes

 

 

Date of disclosure:	30/04/2014
Contact name:	Scott Dickenson
Telephone number:	0207 658 2305

 

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 [email protected].  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 being disclosed:	Schroders plc
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	AstraZeneca plc

 

2.         OPTIONS AND DERIVATIVES

 

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	Type e.g. American, European etc.	Expiry date
Ordinary	Call option	Written	-284,590	39.49644	GBP	29/04/2014
Ordinary	Call option	Written	-284,590	41.12169	GBP	14/05/2014
Ordinary	Call option	Written	-287,889	43.5708	GBP	28/05/2014
Ordinary	Call option	Written	-284,590	41.50097	GBP	12/06/2014
Ordinary	Call option	Written	-307,665	41.37129	GBP	19/06/2014
Ordinary	Call option	Written	-311,154	39.78543	GBP	08/07/2014
Ordinary	Call option	Written	-314,486	39.68976	GBP	17/07/2014

 

 

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.