REG - BlackRock Group Johnson&Johnson(IRS) - Form 8.3 - Johnson & Johnson plc

BlackrockAnnouncement

02/12/2022 16:30

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RNS Number : 4800I  BlackRock Group  02 December 2022

 

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                                                     BlackRock, Inc.
 (b)   Owner or controller of interests and short positions disclosed, if         N/A
 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      Johnson & Johnson
 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                                      01 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           Horizon Therapeutics plc
 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                                               $0.0001 common stock
 (Note 3)
                                                                          Interests           Short positions
                                                                          Number       %      Number    %
 (1)   Relevant securities owned and/or controlled                        199,655,641  7.63%  52,240    0.00%
 (2)   Cash-settled derivatives                                           265,581      0.01%  64,155    0.00%
 (3)   Stock-settled derivatives (including options) and agreements to    0            0.00%  65,000    0.00%
 purchase/ sell
 Total                                                                    199,921,222  7.64%  181,395   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
                                                                  (Note 5)
 $0.0001 common stock        Purchase       121                   USD 177.9008
 $0.0001 common stock        Purchase       10,031                USD 178.2891
 $0.0001 common stock        Purchase       317                   USD 178.3415
 $0.0001 common stock        Purchase       103                   USD 178.4200
 $0.0001 common stock        Purchase       6,594                 USD 178.4941
 $0.0001 common stock        Purchase       13                    USD 178.4950
 $0.0001 common stock        Purchase       795                   USD 178.5094
 $0.0001 common stock        Purchase       5,111                 USD 178.5536
 $0.0001 common stock        Purchase       5,739                 USD 178.5899
 $0.0001 common stock        Purchase       64,378                USD 178.7106
 $0.0001 common stock        Purchase       47,041                USD 178.7400
 $0.0001 common stock        Purchase       3,574                 USD 179.0000
 $0.0001 common stock        Purchase       5,426                 USD 179.4064
 $0.0001 common stock        Purchase       4,462                 USD 178.5650
 $0.0001 common stock        Purchase       3,342                 USD 178.5651
 $0.0001 common stock        Purchase       1,988                 USD 178.5748
 $0.0001 common stock        Purchase       929                   USD 178.6394
 $0.0001 common stock        Purchase       103                   USD 178.7400
 $0.0001 common stock        Sale           136,251               USD 178.0000
 $0.0001 common stock        Sale           186                   USD 178.4682
 $0.0001 common stock        Sale           6,265                 USD 178.5071
 $0.0001 common stock        Sale           20,542                USD 178.5119
 $0.0001 common stock        Sale           35,823                USD 178.5426
 $0.0001 common stock        Sale           84,073                USD 178.7400
 $0.0001 common stock        Sale           12,422                USD 178.7742
 $0.0001 common stock        Sale           812                   USD 178.8420
 $0.0001 common stock        Sale           333                   USD 179.4980

 

(b)           Cash-settled derivative transactions

 

 Class of relevant security  Product        Nature of dealing                                                            Number of     Price
                             description    e.g. opening/ closing a long/ short position, increasing/ reducing a long/   reference     per unit
                             e.g. CFD       short position                                                               securities    (Note 5)
                                                                                                                         (Note 6)
 $0.0001 common stock        CFD            Reducing short                                                               136,251       USD 178.0000
 $0.0001 common stock        CFD            Reducing short                                                               154           USD 178.4556
 $0.0001 common stock        CFD            Reducing short                                                               337           USD 178.5063
 $0.0001 common stock        CFD            Reducing short                                                               1,454         USD 178.5237
 $0.0001 common stock        CFD            Reducing short                                                               24            USD 178.5275
 $0.0001 common stock        CFD            Reducing short                                                               2             USD 178.7400

 

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

 

(i)            Writing, selling, purchasing or varying

 

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

 

(ii)           Exercise

 

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

 

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

 

 Class of relevant     Nature of dealing                         Details  Price per unit (if applicable)
 security              e.g. subscription, conversion, exercise            (Note 5)
 $0.0001 common stock  Return of Stock on Loan                   54,200   N/A
 $0.0001 common stock  Transfer in of Shares                     59,331   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  02 December 2022
 Contact name        Jana Blumenstein
 Telephone number    +44 20 7743 3650

 

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

 

 

 

 

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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