REG - BkofA Merrill Lynch Avadel Pharma plc - Form 8.3-Avadel Pharmaceuticals plc

Avadel PharmaceuticalsAnnouncement

10/12/2025 12:45

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RNS Number : 0428L  Bank of America Merrill Lynch  10 December 2025

 

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                                                     Bank of America Corporation
 (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      AVADEL PHARMACEUTICALS 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                                      09/12/2025

 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           No
 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.

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                                               0.01 ordinary shares
 (Note 3)
                                                                          Interests          Short positions
                                                                          Number     %       Number     %
 (1)   Relevant securities owned and/or controlled                        755,536    0.776%  513,836    0.528%
 (2)   Cash-settled derivatives                                           273,012    0.280%  654,467    0.672%
 (3)   Stock-settled derivatives (including options) and agreements to    0          0.000%  0          0.000%
 purchase/ sell
 Total                                                                    1,028,548  1.056%  1,168,303  1.199%

 

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  Purchase/sale  Number of    Price per unit

security
securities  (Note 5)
 USD 0.01 common    Purchase       156          21.29 USD
 USD 0.01 common    Purchase       54           21.3 USD
 USD 0.01 common    Purchase       283          21.31 USD
 USD 0.01 common    Purchase       19           21.310527 USD
 USD 0.01 common    Purchase       17           21.311765 USD
 USD 0.01 common    Purchase       16           21.31375 USD
 USD 0.01 common    Purchase       11           21.315455 USD
 USD 0.01 common    Purchase       15           21.316 USD
 USD 0.01 common    Purchase       18           21.316667 USD
 USD 0.01 common    Purchase       17           21.317059 USD
 USD 0.01 common    Purchase       16           21.3175 USD
 USD 0.01 common    Purchase       473          21.32 USD
 USD 0.01 common    Purchase       16           21.32375 USD
 USD 0.01 common    Purchase       12           21.325 USD
 USD 0.01 common    Purchase       14           21.326429 USD
 USD 0.01 common    Purchase       18           21.326667 USD
 USD 0.01 common    Purchase       19           21.326843 USD
 USD 0.01 common    Purchase       42           21.33 USD
 USD 0.01 common    Purchase       42           21.31 USD

 

 

 Class of relevant  Purchase/sale  Number of    Price per unit

security
securities  (Note 5)
 USD 0.01 common    Sale           10           21.29 USD
 USD 0.01 common    Sale           68           21.295 USD
 USD 0.01 common    Sale           15           21.295334 USD
 USD 0.01 common    Sale           9            21.295556 USD
 USD 0.01 common    Sale           18           21.296112 USD
 USD 0.01 common    Sale           6            21.296667 USD
 USD 0.01 common    Sale           19           21.296843 USD
 USD 0.01 common    Sale           30           21.297334 USD
 USD 0.01 common    Sale           18           21.298334 USD
 USD 0.01 common    Sale           891          21.3 USD
 USD 0.01 common    Sale           15           21.300667 USD
 USD 0.01 common    Sale           18           21.303334 USD
 USD 0.01 common    Sale           12           21.305 USD
 USD 0.01 common    Sale           15           21.305334 USD
 USD 0.01 common    Sale           16           21.305625 USD
 USD 0.01 common    Sale           10           21.306 USD
 USD 0.01 common    Sale           16           21.309375 USD
 USD 0.01 common    Sale           826          21.31 USD
 USD 0.01 common    Sale           18           21.311112 USD
 USD 0.01 common    Sale           42           21.315 USD
 USD 0.01 common    Sale           5            21.316 USD
 USD 0.01 common    Sale           6            21.316667 USD
 USD 0.01 common    Sale           339          21.32 USD
 USD 0.01 common    Sale           6            21.325 USD
 USD 0.01 common    Sale           702          21.33 USD
 USD 0.01 common    Sale           162,255      21.31 USD
 USD 0.01 common    Sale           32,100       21.3158 USD
 USD 0.01 common    Sale           120          21.31 USD

 

 

 

(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)

                                                                                                                             USD
 USD 0.01 common  Swaps          Reducing a long position                                                     32,100        21.3133 USD
 USD 0.01 common  Swaps          Opening a long position                                                      162,004       21.31 USD

 

 

(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)
 N/A         N/A                      N/A                                     N/A           N/A          N/A          N/A      N/A

 

(ii)           Exercise

 

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

 

(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)
 N/A         N/A                    N/A      N/A

 

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  10/12/2025
 Contact name        Kamil Dziedzic
 Telephone number    +353 86 168 4821

 

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

 

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