REG - D E Shaw & Co LP Horizon Therapeutics Amgen Inc. - Form 8.3 - Horizon Therapeutics plc
24/07/2023 11:15
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RNS Number : 9687G D E Shaw & Co LP 24 July 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 July 21, 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 4,348,027 1.89% 1,319 0.00%
(2) Cash-settled derivatives
(3) Stock-settled derivatives (including options) and agreements to
purchase/ sell
Total 4,348,027 1.89% 1,319 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 Purchase 100 USD 100.72
$0.0001 ordinary shares Purchase 190 USD 100.73
$0.0001 ordinary shares Purchase 102 USD 100.75
$0.0001 ordinary shares Purchase 300 USD 100.76
$0.0001 ordinary shares Purchase 222 USD 100.77
$0.0001 ordinary shares Purchase 100 USD 100.79
$0.0001 ordinary shares Purchase 412 USD 100.81
$0.0001 ordinary shares Purchase 673 USD 100.82
$0.0001 ordinary shares Purchase 800 USD 100.83
$0.0001 ordinary shares Purchase 401 USD 100.84
$0.0001 ordinary shares Purchase 603 USD 100.85
$0.0001 ordinary shares Purchase 100 USD 100.86
$0.0001 ordinary shares Purchase 150 USD 100.87
$0.0001 ordinary shares Purchase 204 USD 100.88
$0.0001 ordinary shares Purchase 4 USD 100.89
$0.0001 ordinary shares Purchase 856 USD 100.90
$0.0001 ordinary shares Purchase 102 USD 100.91
$0.0001 ordinary shares Purchase 224 USD 100.92
$0.0001 ordinary shares Purchase 302 USD 100.93
$0.0001 ordinary shares Purchase 401 USD 100.94
$0.0001 ordinary shares Purchase 304 USD 100.95
$0.0001 ordinary shares Purchase 268 USD 100.96
$0.0001 ordinary shares Purchase 200 USD 100.97
$0.0001 ordinary shares Purchase 200 USD 100.98
$0.0001 ordinary shares Purchase 200 USD 100.99
$0.0001 ordinary shares Purchase 1,569 USD 101.00
$0.0001 ordinary shares Purchase 1,409 USD 101.01
$0.0001 ordinary shares Purchase 100 USD 101.02
$0.0001 ordinary shares Purchase 1,354 USD 101.03
$0.0001 ordinary shares Purchase 101 USD 101.04
$0.0001 ordinary shares Purchase 1,353 USD 101.05
$0.0001 ordinary shares Purchase 300 USD 101.06
$0.0001 ordinary shares Purchase 766 USD 101.07
$0.0001 ordinary shares Purchase 586 USD 101.08
$0.0001 ordinary shares Purchase 222 USD 101.10
$0.0001 ordinary shares Purchase 61 USD 101.11
$0.0001 ordinary shares Purchase 700 USD 101.12
$0.0001 ordinary shares Purchase 500 USD 101.13
$0.0001 ordinary shares Purchase 120 USD 101.15
$0.0001 ordinary shares Purchase 102 USD 101.17
$0.0001 ordinary shares Purchase 2,264 USD 101.18
$0.0001 ordinary shares Purchase 1,480 USD 101.19
$0.0001 ordinary shares Purchase 547 USD 101.20
$0.0001 ordinary shares Purchase 1,334 USD 101.21
$0.0001 ordinary shares Purchase 2,326 USD 101.22
$0.0001 ordinary shares Purchase 769 USD 101.23
$0.0001 ordinary shares Purchase 131 USD 101.24
$0.0001 ordinary shares Purchase 710 USD 101.25
$0.0001 ordinary shares Purchase 1 USD 101.26
$0.0001 ordinary shares Purchase 285 USD 101.27
$0.0001 ordinary shares Purchase 1,689 USD 101.28
$0.0001 ordinary shares Purchase 878 USD 101.29
$0.0001 ordinary shares Purchase 5,124 USD 101.30
$0.0001 ordinary shares Purchase 964 USD 101.31
$0.0001 ordinary shares Purchase 1,030 USD 101.32
$0.0001 ordinary shares Purchase 513 USD 101.33
$0.0001 ordinary shares Purchase 457 USD 101.34
$0.0001 ordinary shares Purchase 417 USD 101.35
$0.0001 ordinary shares Purchase 768 USD 101.36
$0.0001 ordinary shares Purchase 1,186 USD 101.37
$0.0001 ordinary shares Purchase 13 USD 101.38
$0.0001 ordinary shares Purchase 341 USD 101.39
$0.0001 ordinary shares Purchase 635 USD 101.40
$0.0001 ordinary shares Purchase 770 USD 101.41
$0.0001 ordinary shares Purchase 611 USD 101.42
$0.0001 ordinary shares Purchase 132 USD 101.43
$0.0001 ordinary shares Purchase 1,257 USD 101.44
$0.0001 ordinary shares Purchase 18 USD 101.45
$0.0001 ordinary shares Purchase 4 USD 101.46
$0.0001 ordinary shares Purchase 197 USD 101.47
$0.0001 ordinary shares Purchase 264 USD 101.48
$0.0001 ordinary shares Purchase 429 USD 101.49
$0.0001 ordinary shares Purchase 1,055 USD 101.50
$0.0001 ordinary shares Purchase 626 USD 101.51
$0.0001 ordinary shares Purchase 1,403 USD 101.52
$0.0001 ordinary shares Purchase 1,937 USD 101.53
$0.0001 ordinary shares Purchase 1,987 USD 101.54
$0.0001 ordinary shares Purchase 2,440 USD 101.55
$0.0001 ordinary shares Purchase 1,157 USD 101.56
$0.0001 ordinary shares Purchase 1,579 USD 101.57
$0.0001 ordinary shares Purchase 1,222 USD 101.58
$0.0001 ordinary shares Purchase 2,327 USD 101.59
$0.0001 ordinary shares Purchase 12,003 USD 101.60
$0.0001 ordinary shares Purchase 267 USD 101.61
$0.0001 ordinary shares Purchase 400 USD 101.63
$0.0001 ordinary shares Purchase 42 USD 101.64
$0.0001 ordinary shares Purchase 904 USD 101.65
$0.0001 ordinary shares Purchase 731 USD 101.66
$0.0001 ordinary shares Purchase 197 USD 101.67
$0.0001 ordinary shares Purchase 14,443 USD 101.68
$0.0001 ordinary shares Purchase 1,491 USD 101.69
$0.0001 ordinary shares Purchase 700 USD 101.70
$0.0001 ordinary shares Purchase 150 USD 101.71
$0.0001 ordinary shares Purchase 200 USD 101.72
$0.0001 ordinary shares Purchase 100 USD 101.73
$0.0001 ordinary shares Purchase 552 USD 101.75
$0.0001 ordinary shares Purchase 251 USD 101.76
$0.0001 ordinary shares Purchase 401 USD 101.77
$0.0001 ordinary shares Purchase 201 USD 101.78
$0.0001 ordinary shares Purchase 304 USD 101.79
$0.0001 ordinary shares Purchase 303 USD 101.80
$0.0001 ordinary shares Purchase 270 USD 101.81
$0.0001 ordinary shares Purchase 100 USD 101.84
$0.0001 ordinary shares Purchase 100 USD 101.92
$0.0001 ordinary shares Purchase 263 USD 101.93
$0.0001 ordinary shares Purchase 100 USD 101.94
$0.0001 ordinary shares Purchase 138 USD 101.96
$0.0001 ordinary shares Purchase 100 USD 101.98
$0.0001 ordinary shares Purchase 351 USD 102.03
$0.0001 ordinary shares Purchase 200 USD 102.04
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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 July 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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