Form 38.5b (EPT/NON-RI)-Avadel Pharmaceuticals plc

Avadel Pharmaceuticals

12/02/2026 10:56

RNS Number : 7961S

J.P. Morgan Securities LLC

12 February 2026

 

               

 

Ap38

 

FORM 38.5(b) (EPT/NON-RI)

 

IRISH TAKEOVER PANEL

 

OPENING POSITION DISCLOSURE/DEALING DISCLOSURE

UNDER RULE 38.5(b) OF THE IRISH TAKEOVER

PANEL ACT, 1997, TAKEOVER RULES, 2022 BY A CONNECTED

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED

INTERMEDIARY STATUS, OR WITH RECOGNISED INTERMEDIARY

STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY

 

1.             KEY INFORMATION

 

(a) Name of exempt principal trader:
J.P. Morgan Securities LLC
(b) Name of offeror/offeree in relation to whoserelevant securities this form relates:
Use a separate form for each offeror/offeree
Avadel Pharmaceuticals plc
(c) Name of the party to the offer with whichexempt principal trader is connected:
(Note 1)
Financial Advisor to Alkermes plc
(d) Date position held/dealing undertaken:
For an opening position disclosure, state thelatest practicable date prior to the disclosure
11 February 2026
(e) In addition to the company in 1(b) above,is the exempt principal trader also makingdisclosures in respect of any other party tothe offer?
If it is a cash offer or possible cash offer, state"N/A"
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(b), copy table 2 for each additional class of relevant security.

 

Ap39

 

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:(Note 3)
$0.01 ordinary shares
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
3,219,508
3.31
65,331
0.07
(2) Cash-settled derivatives:
600
0.00
4
0.00
(3) Stock-settled derivatives(including options) andagreements to purchase/sell:
0
0.00
0
0.00
Total:
3,220,108
3.31
65,335
0.07

 

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 EXEMPT PRINCIPAL TRADER

(Note 4)

 

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.

 

The currency of all prices and other monetary amounts should be stated.

 

(a)            Purchases and sales

 

Class of relevant security
Purchases/ sales
Total number of securities
Highest price per unit paid/received
Lowest price per unit paid/received
$0.01 ordinary shares
Purchase
3,535,442
21.7500 USD
21.6300 USD

Sale

1,190,942

21.7200 USD

21.6300 USD

 

Ap40

 

(b)            Cash-settled derivative transactions

 

Class ofrelevantsecurity
Productdescriptione.g. CFD
Nature of dealinge.g. opening/closinga long/short position,increasing/reducing along/short position
Number ofreferencesecurities(Note 5)
Price perunit(Note 6)
$0.01 ordinary shares
Equity Swap
Decrease Long
14,518
21.6845 USD
147
21.6946 USD

Increase Long

7,103

21.6566 USD
71
21.6586 USD

 

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

 

(i)             Writing, selling, purchasing or varying

 

Class ofrelevantsecurity
Productdescriptione.g. calloption
Writing,purchasing,
 selling,varyingetc.
Number ofsecuritiesto whichoptionrelates(Note 5)
Exercisepriceper
 unit
Typee.g.American,Europeanetc.
Expirydate
Optionmoneypaid/receivedper unit


 

(ii)            Exercise

 

Class of
 relevant
 security
Product
 descriptione.g. call
 option
Exercising/
 exercised
 against
Number of
 securities
Exercise
 price per
 unit(Note 6)


 

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

 

Class ofrelevantsecurity
Nature ofdealinge.g.subscription,conversion,exercise
Details
Price per unit(if applicable)(Note 6)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ap41

 

4.             OTHER INFORMATION

 

(a)            Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreementor understanding, formal or informal, relating to relevant securitieswhich may be an inducement to deal or refrain from dealingentered into by the exempt principal trader making the disclosureand any party to the offer or any person acting in concert with aparty to the offer:
Irrevocable commitments and letters of intent should not be included. Ifthere 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 understandingbetween the person disclosing and any other person relating to thevoting rights of any relevant securities under any option referred toon this form or relating to the voting rights or future acquisition ordisposal of any relevant securities to which any derivative referredto on this form is referenced. If none, this should be stated.


 

(c)            Attachments

 

Is a Supplemental Form 8 attached?
NO

 

Date of disclosure:
12 February 2026
Contact name:
Hetvi Shah
Telephone number:
44 2034 936359

 

Public disclosures under Rule 38 of the Rules must be made to a Regulatory Information Service.

 

Ap42

 

NOTES ON FORM 38.5(b) AND 38.6

 

1.             See the definition of "connected principal trader" 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.             See Rule 2.5(d) of Part A of the Rules.

 

6.             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.

 

7.             If details included in a disclosure under Rule 38 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 Rules 8 and 38 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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