Form 8.3 - Pfizer Inc

 

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	Pfizer Inc
(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, AstraZeneca plc

 

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 0.05 Ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	15,014,523	0.235%
(2) Derivatives (other than options):	9,600	0.000%
(3) Options and agreements to purchase/sell:			2,132,300	0.033%
TOTAL:	15,024,123	0.235%	2,132,300	0.033%

 

 

***Schroders can exercise the voting rights for 14,386,146 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	-61,900	31.56
Ordinary	Sale	-1,560	32.06

 

 (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

 

(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:	Pfizer Inc

 

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	-200,900	31.4026	USD	29/04/2014
Ordinary	Call option	Written	-116,400	31.8525	USD	02/05/2014
Ordinary	Call option	Written	-207,100	33.4118	USD	14/05/2014
Ordinary	Call option	Written	-128,300	33.0571	USD	21/05/2014
Ordinary	Call option	Written	-207,100	33.2549	USD	28/05/2014
Ordinary	Call option	Written	-85,600	33.7997	USD	05/06/2014
Ordinary	Call option	Written	-207,100	32.676	USD	12/06/2014
Ordinary	Call option	Written	-136,400	33.196	USD	19/06/2014
Ordinary	Call option	Written	-181,900	33.3619	USD	19/06/2014
Ordinary	Call option	Written	-143,800	33.7349	USD	03/07/2014
Ordinary	Call option	Written	-200,900	32.3456	USD	08/07/2014
Ordinary	Call option	Written	-115,900	31.077	USD	17/07/2014
Ordinary	Call option	Written	-200,900	32.3456	USD	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