REG - Bank of NY Mel Corp Horizon Therapeutics - Form 8.3 - Horizon Therapeutics Plc

Bank Of New York MellonAnnouncement

21/12/2022 16:00

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RNS Number : 5198K  Bank of New York Mellon Corp. (The)  21 December 2022

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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                                                     The Bank of New York Mellon Corporation and its subsidiaries, 1. The Bank of
                                                                                  New York Mellon, 2. BNY Mellon Investment Adviser, Inc., 3. Mellon Investments
                                                                                  Corporation, 4. BNY Mellon Trust of Delaware, 5. BNY Mellon, National
                                                                                  Association, 6. Lockwood Advisors, Inc., 7. Pershing LLC, 8. Newton Investment
                                                                                  Management North America, LLC, 9. BNY Mellon Securities 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      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         N/A
 this and specify identity of offeror/offeree (Note 1)
 (e)   Date position held/dealing undertaken                                      20 December 2022

 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                        2,809,542  1.24%
 (2)   Cash-settled derivatives
 (3)   Stock-settled derivatives (including options) and agreements to
 purchase/ sell
 Total                                                                    2,809,542  1.24%

 

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)
 $0.0001 ordinary shares   Sale           165          USD 113.12

 $0.0001 ordinary shares   Purchase       34           USD 113.15

 $0.0001 ordinary shares   Transfer Out   60           N/A

 $0.0001 ordinary shares   Purchase       696          USD 113.03

 $0.0001 ordinary shares   Sale           63           USD 113.10

 $0.0001 ordinary shares   Transfer Out   8            N/A

 $0.0001 ordinary shares   Sale           15,329       USD 113.0969

 $0.0001 ordinary shares   Sale           1            USD 113.08

 $0.0001 ordinary shares   Transfer Out   135          N/A

 $0.0001 ordinary shares   Transfer In    91           N/A

 

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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"
   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.
   None

 

(c)           Attachments

 

 Is a Supplemental Form 8 attached?  NO

 

 Date of disclosure  21 December 2022
 Contact name        Andrew Weiser
 Telephone number    516 338 3752

 

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