BkofA Merrill Lynch

Form 8.5 (EPT/NON-RI)

RNS Number : 6882H
Bank of America Merrill Lynch
21 May 2014
 

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:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

(b)

Name of offeror/offeree in relation to whose
relevant securities this form relates:
Use a separate form for each offeror/offeree

Pfizer Inc

(c)

Name of the party to the offer with which exempt principal trader is connected:

Pfizer Inc

(d)

Date position held/dealing undertaken:

20/05/2014

(e)

Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any
other party to this offer?

YES

 

2.

POSITIONS OF THE EXEMPT PRINCIPAL TRADER

(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:

Common - US7170811035


Interests

Short Positions

Number

%

Number

%

(1)

Relevant securities owned
and/or controlled:

5,573,264

0.087%

7,501,833

0.118 %

(2)

Derivatives (other than
options):

100,000

0.0%


0.821%

(3)

Options and agreements to
purchase/sell:

11,551,000

0.181%

17,529,400

0.275 %

TOTAL:

17,224,264

0.27%

25,031,233

0.39%

 

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:

N/A

Details, including nature of the rights
concerned and relevant percentages:

N/A

 

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.

 

3.

DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a)

Purchases and sales

Class of relevant security

Purchase/sale

Number of
securities

Price per unit

Common - ISIN US7170811035

Purchase

14,902

29.25 USD

Common - ISIN US7170811035

Purchase

3,941

29.28 USD

Common - ISIN US7170811035

Purchase

100

29.365 USD

Common - ISIN US7170811035

Purchase

2,200

29.37 USD

Common - ISIN US7170811035

Purchase

6,000

29.38 USD

Common - ISIN US7170811035

Purchase

100

29.395 USD

Common - ISIN US7170811035

Purchase

703

29.4 USD

Common - ISIN US7170811035

Purchase

2,200

29.41 USD

Common - ISIN US7170811035

Purchase

181

29.481 USD

Common - ISIN US7170811035

Purchase

2,976

29.49 USD



33303


 

Class of relevant security

Purchase/sale

Number of
securities

Price per unit

Common - ISIN US7170811035

Sale

28,310

29.25 USD

Common - ISIN US7170811035

Sale

3,941

29.28 USD

Common - ISIN US7170811035

Sale

5,000

29.315 USD

Common - ISIN US7170811035

Sale

12,790

29.32 USD

Common - ISIN US7170811035

Sale

1,000

29.323 USD

Common - ISIN US7170811035

Sale

8,134

29.325 USD

Common - ISIN US7170811035

Sale

15,300

29.33 USD

Common - ISIN US7170811035

Sale

1,000

29.333 USD

Common - ISIN US7170811035

Sale

4,200

29.335 USD

Common - ISIN US7170811035

Sale

13,200

29.34 USD

Common - ISIN US7170811035

Sale

200

29.345 USD



93075


 

(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

Common - ISIN US7170811035

Swaps

Short

181

29.484 USD

Common - ISIN US7170811035

Swaps

Long

824

29.319 USD

 

(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

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

 

(ii)

Exercising

Class of relevant security

Product description
e.g. call option

Number of
securities

Exercise Price per
unit

N/A

N/A

N/A

N/A

 

(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

 

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(b), 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 exempt principal trader 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"

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:

21/05/2014

Contact name:

Stacy Otieno

Telephone number:

0207 995 1335

 

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.

 

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:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

(b)

Name of offeror/offeree in relation to whose
relevant securities this form relates:
Use a separate form for each offeror/offeree

AstraZeneca PLC

(c)

Name of the party to the offer with which exempt principal trader is connected:

Pfizer Inc

(d)

Date position held/dealing undertaken:

20/05/2014

(e)

Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any
other party to this offer?

YES

 

2.

POSITIONS OF THE EXEMPT PRINCIPAL TRADER

(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:

Common - GB0009895292/ ADR - US0463531089


Interests

Short Positions

Number

%

Number

%

(1)

Relevant securities owned
and/or controlled:

9,116

0.001%

11,677

0.001 %

(2)

Derivatives (other than
options):

0

0%

0

0%

(3)

Options and agreements to
purchase/sell:

135,200

0.011%

102,700

0.008 %

TOTAL:

144,316

0.011%

114,377

0.009%

 

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:

N/A

Details, including nature of the rights
concerned and relevant percentages:

N/A

 

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.

 

3.

DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a)

Purchases and sales

Class of relevant security

Purchase/sale

Number of
securities

Price per unit

ADR - ISIN US0463531089

Purchase

1,100

72.24 USD

ADR - ISIN US0463531089

Purchase

442

72.25 USD

ADR - ISIN US0463531089

Purchase

1,600

72.26 USD

ADR - ISIN US0463531089

Purchase

200

72.27 USD



3342


 

Class of relevant security

Purchase/sale

Number of
securities

Price per unit

ADR - ISIN US0463531089

Sale

3,964

72.2 USD



3,964


 

(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

N/A

N/A

N/A

N/A

N/A

 

(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

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

 

(ii)

Exercising

Class of relevant security

Product description
e.g. call option

Number of
securities

Exercise Price per
unit

N/A

N/A

N/A

N/A

 

(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

 

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(b), 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 exempt principal trader 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"

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:

21/05/2014

Contact name:

Stacy Otieno

Telephone number:

0207 995 1335

 

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.

 


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