REG - D E Shaw & Co LP Amgen Inc. Horizon Therapeutics - Form 8.3 - Horizon Therapeutics plc

AmgenAnnouncement

24/08/2023 12:15

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RNS Number : 3688K  D E Shaw & Co LP  24 August 2023

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FORM 8.3

 

IRISH TAKEOVER PANEL

 

OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH
TAKEOVER PANEL ACT, 1997, TAKEOVER

RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1%
OR MORE

 

1.             KEY INFORMATION

 

 (a)   Full name of discloser                                                     D. E. Shaw & Co., L.P.
 (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.
 (c)   Name of offeror/offeree in relation to whose relevant securities this      Horizon Therapeutics plc
 form relates

 Use a separate form for each offeror/offeree
 (d)   If an exempt fund manager connected with an offeror/offeree, state
 this and specify identity of offeror/offeree (Note 1)
 (e)   Date position held/dealing undertaken                                      August 23, 2023

 For an opening position disclosure, state the latest practicable date prior to
 the disclosure
 (f)    In addition to the company in 1(c) above, is the discloser also           N/A
 making disclosures in respect of any other party to the offer?

 If it is a cash offer or possible cash offer, state "N/A"

 

2.             INTERESTS AND SHORT POSITIONS

 

If there are interests and short positions to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 2
for each additional class of relevant security.

 

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Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates following the dealing (if any)

(Note 2)

 

 Class of relevant security                                               $0.0001 ordinary shares
 (Note 3)
                                                                          Interests          Short positions
                                                                          Number     %       Number    %
 (1)   Relevant securities owned and/or controlled                        4,705,825  2.05%   5,402     0.00%
 (2)   Cash-settled derivatives
 (3)   Stock-settled derivatives (including options) and agreements to
 purchase/ sell
 Total                                                                    4,705,825  2.05%   5,402     0.00%

 

All interests and all short positions should be disclosed.

 

Details of options including rights to subscribe for new securities and 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.

 

3.             DEALINGS (IF ANY) BY THE PERSON MAKING THE
DISCLOSURE (Note 4)

 

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

 

 Class of Relevant Security  Purchase/sale  Number of securities  Price per unit
 $0.0001 ordinary shares     Sale           495                   USD 105.35
 $0.0001 ordinary shares     Sale           105                   USD 105.36
 $0.0001 ordinary shares     Sale           100                   USD 105.37
 $0.0001 ordinary shares     Sale           100                   USD 105.38
 $0.0001 ordinary shares     Sale           300                   USD 105.39
 $0.0001 ordinary shares     Sale           13                    USD 105.40
 $0.0001 ordinary shares     Sale           87                    USD 105.41
 $0.0001 ordinary shares     Sale           100                   USD 105.42
 $0.0001 ordinary shares     Purchase       734                   USD 105.43
 $0.0001 ordinary shares     Sale           676                   USD 105.43
 $0.0001 ordinary shares     Purchase       700                   USD 105.44
 $0.0001 ordinary shares     Sale           335                   USD 105.44
 $0.0001 ordinary shares     Purchase       940                   USD 105.45
 $0.0001 ordinary shares     Sale           104                   USD 105.45
 $0.0001 ordinary shares     Purchase       100                   USD 105.46
 $0.0001 ordinary shares     Sale           800                   USD 105.46
 $0.0001 ordinary shares     Purchase       16                    USD 105.47
 $0.0001 ordinary shares     Sale           100                   USD 105.47
 $0.0001 ordinary shares     Purchase       114                   USD 105.48
 $0.0001 ordinary shares     Sale           100                   USD 105.48
 $0.0001 ordinary shares     Purchase       351                   USD 105.49
 $0.0001 ordinary shares     Sale           100                   USD 105.49
 $0.0001 ordinary shares     Purchase       392                   USD 105.50
 $0.0001 ordinary shares     Sale           100                   USD 105.50
 $0.0001 ordinary shares     Purchase       550                   USD 105.51
 $0.0001 ordinary shares     Sale           100                   USD 105.51
 $0.0001 ordinary shares     Sale           100                   USD 105.52
 $0.0001 ordinary shares     Purchase       704                   USD 105.53
 $0.0001 ordinary shares     Purchase       384                   USD 105.54
 $0.0001 ordinary shares     Sale           100                   USD 105.54
 $0.0001 ordinary shares     Purchase       219                   USD 105.55
 $0.0001 ordinary shares     Purchase       820                   USD 105.56
 $0.0001 ordinary shares     Sale           100                   USD 105.56
 $0.0001 ordinary shares     Purchase       208                   USD 105.57
 $0.0001 ordinary shares     Purchase       200                   USD 105.58
 $0.0001 ordinary shares     Purchase       750                   USD 105.59
 $0.0001 ordinary shares     Sale           68                    USD 105.59
 $0.0001 ordinary shares     Purchase       300                   USD 105.60
 $0.0001 ordinary shares     Sale           100                   USD 105.60
 $0.0001 ordinary shares     Purchase       577                   USD 105.61
 $0.0001 ordinary shares     Purchase       718                   USD 105.62
 $0.0001 ordinary shares     Sale           100                   USD 105.62
 $0.0001 ordinary shares     Purchase       177                   USD 105.63
 $0.0001 ordinary shares     Sale           100                   USD 105.63
 $0.0001 ordinary shares     Purchase       253                   USD 105.64
 $0.0001 ordinary shares     Purchase       100                   USD 105.65
 $0.0001 ordinary shares     Purchase       200                   USD 105.67
 $0.0001 ordinary shares     Purchase       200                   USD 105.68
 $0.0001 ordinary shares     Purchase       654                   USD 105.69
 $0.0001 ordinary shares     Purchase       204                   USD 105.70
 $0.0001 ordinary shares     Purchase       500                   USD 105.71
 $0.0001 ordinary shares     Purchase       787                   USD 105.72
 $0.0001 ordinary shares     Purchase       325                   USD 105.73
 $0.0001 ordinary shares     Purchase       300                   USD 105.74
 $0.0001 ordinary shares     Purchase       356                   USD 105.96
 $0.0001 ordinary shares     Purchase       154                   USD 105.97
 $0.0001 ordinary shares     Purchase       1,199                 USD 105.98
 $0.0001 ordinary shares     Purchase       3,909                 USD 105.99
 $0.0001 ordinary shares     Purchase       991                   USD 106.00
 $0.0001 ordinary shares     Purchase       200                   USD 106.01
 $0.0001 ordinary shares     Purchase       297                   USD 106.03
 $0.0001 ordinary shares     Purchase       500                   USD 106.04
 $0.0001 ordinary shares     Purchase       291                   USD 106.05
 $0.0001 ordinary shares     Purchase       304                   USD 106.06
 $0.0001 ordinary shares     Purchase       247                   USD 106.07
 $0.0001 ordinary shares     Purchase       300                   USD 106.08
 $0.0001 ordinary shares     Purchase       457                   USD 106.09
 $0.0001 ordinary shares     Purchase       2,825                 USD 106.10
 $0.0001 ordinary shares     Purchase       2,390                 USD 106.11
 $0.0001 ordinary shares     Purchase       7,691                 USD 106.12
 $0.0001 ordinary shares     Purchase       972                   USD 106.13
 $0.0001 ordinary shares     Purchase       201                   USD 106.14
 $0.0001 ordinary shares     Purchase       1,171                 USD 106.15
 $0.0001 ordinary shares     Purchase       927                   USD 106.16
 $0.0001 ordinary shares     Purchase       913                   USD 106.17
 $0.0001 ordinary shares     Purchase       1,324                 USD 106.18
 $0.0001 ordinary shares     Purchase       1,079                 USD 106.19
 $0.0001 ordinary shares     Purchase       215                   USD 106.20
 $0.0001 ordinary shares     Purchase       2,275                 USD 106.21
 $0.0001 ordinary shares     Purchase       800                   USD 106.22
 $0.0001 ordinary shares     Purchase       1,511                 USD 106.23
 $0.0001 ordinary shares     Purchase       817                   USD 106.24
 $0.0001 ordinary shares     Purchase       856                   USD 106.25
 $0.0001 ordinary shares     Purchase       25                    USD 106.26
 $0.0001 ordinary shares     Purchase       175                   USD 106.27
 $0.0001 ordinary shares     Purchase       1,295                 USD 106.28
 $0.0001 ordinary shares     Purchase       158                   USD 106.30
 $0.0001 ordinary shares     Purchase       200                   USD 106.31
 $0.0001 ordinary shares     Purchase       100                   USD 106.32
 $0.0001 ordinary shares     Purchase       483                   USD 106.33
 $0.0001 ordinary shares     Purchase       50                    USD 106.34
 $0.0001 ordinary shares     Purchase       100                   USD 106.36
 $0.0001 ordinary shares     Purchase       65                    USD 106.37

 

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(b)           Cash-settled derivative transactions

 

 Class of   Product        Nature of dealing                                                            Number of     Price
 relevant   description    e.g. opening/ closing a long/ short position, increasing/ reducing a long/   reference     per unit
 security   e.g. CFD       short position                                                               securities    (Note 5)
                                                                                                        (Note 6)

 

(c)           Stock-settled derivative transactions (including
options)

 

(i)            Writing, selling, purchasing or varying

 

 Class of    Product                  Writing, purchasing, selling, varying   Number        Exercise     Type         Expiry   Option
 relevant    description e.g. call    etc.                                    of
price per   e.g.         date     money
 security    option                                                           securities    unit         American,
paid/
                                                                              to which                   European              received per unit
                                                                              option
etc.
                                                                              relates
                                                                              (Note 6)

 

(ii)           Exercise

 

 Class of    Product        Exercising/   Number of    Exercise
 relevant    description    exercised     securities   price per
 security    e.g. call      against                    unit
             option                                    (Note 5)

 

(d)           Other dealings (including transactions in respect of
new securities) (Note 3)

 

 Class of    Nature of dealing      Details  Price per unit (if
 relevant    e.g. subscription,              applicable)
 security    conversion, exercise            (Note 5)

 

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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.

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 

(b)           Agreements, arrangements or understandings relating to
options or derivatives

 

 Full details of any agreement, arrangement or understanding between the person
 disclosing and any other person relating to the voting rights of any relevant
 securities under any option referred to on this form or relating to the voting
 rights or future acquisition or disposal of any relevant securities to which
 any derivative referred to on this form is referenced. If none, this should be
 stated.

 

(c)           Attachments

 

 Is a Supplemental Form 8 attached?   NO

 

 Date of disclosure  August 24, 2023
 Contact name        Kevin Krist (Compliance Department)
 Telephone number    +44 (0) 20 7409 4420

 

Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory
Information Service.

 

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NOTES ON FORM 8.3

 

1.             See the definition of "connected fund manager" in
Rule 2.2 of Part A of the Rules.

 

2.             See the definition of "interest in a relevant
security" in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of
Part B of the Rules.

 

3.             See the definition of "relevant securities" in Rule
2.1 of Part A of the Rules.

 

4.             See the definition of "dealing" in Rule 2.1 of Part
A of the Rules.

 

5.             If the economic exposure to changes in the price of
securities is limited, for example, by virtue of a stop loss arrangement
relating to a spread bet, full details must be given.

 

6.             See Rule 2.5(d) of Part A of the Rules.

 

7.             If details included in a disclosure under Rule 8
are incorrect, they should be corrected as soon as practicable in a subsequent
disclosure. Such disclosure should state clearly that it corrects details
disclosed previously, identify the disclosure or disclosures being corrected,
and provide sufficient detail for the reader to understand the nature of the
corrections. In the case of any doubt, the Panel should be consulted.

 

For full details of disclosure requirements, see Rule 8 of the Rules. If in
doubt, consult the Panel.

 

References in these notes to "the Rules" are to the Irish Takeover Panel Act,
1997, Takeover Rules, 2022.

 

 

 

 

 

 

 

 

 

 

 

 

 

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