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RNS Number : 4506Y Citadel Group 04 May 2023
Ap27
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 Citadel Group
(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 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 3 May 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.
Ap28
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 Common Stock ISIN IE00BQPVQZ61
(Note 3)
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled 3,482,224 1.52 0 0.00
(2) Cash-settled derivatives 0 0.00 0 0.00
(3) Stock-settled derivatives (including options) and agreements to 410,000 0.17 360,000 0.15
purchase/ sell
Total 3,892,224 1.70 360,000 0.15
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)
Common Buy Transaction 2,292 110.9684 USD
Common Buy Transaction 20,296 111.0090 USD
Common Buy Transaction 2,200 111.0472 USD
Common Buy Transaction 5,700 111.1114 USD
Common Buy Transaction 1,455 111.1638 USD
Common DVP Transaction 7,822 110.8000 USD
Common RVP Transaction 7,822 110.8000 USD
Common Sell Transaction 7,799 110.8000 USD
Common Sell Transaction 104 111.0423 USD
Common Sell Transaction 189 111.0425 USD
Common Sell Transaction 16 111.0425 USD
Common Sell Transaction 12 111.0433 USD
Common Sell Transaction 19 111.0703 USD
Common Sell Transaction 7 111.0714 USD
Common Sell Transaction 87 111.0922 USD
Common Sell Transaction 310 111.1009 USD
Common Sell Transaction 127 111.1015 USD
Common Sell Transaction 763 111.1018 USD
Common Sell Transaction 3,640 111.1022 USD
Common Sell Transaction 72 111.1024 USD
Common Sell Transaction 1,200 111.1049 USD
Common Sell Transaction 51 111.1092 USD
Common Sell Transaction 28 111.1093 USD
Common Sell Transaction 12 111.1117 USD
Common Sell Transaction 46 111.1134 USD
Common Sell Transaction 124 111.1135 USD
Common Sell Transaction 69 111.1148 USD
Common Sell Transaction 4 111.1162 USD
Common Sell Transaction 327 111.1165 USD
Common Sell Transaction 114 111.1170 USD
Common Sell Transaction 274 111.1175 USD
Common Sell Transaction 1,332 111.1180 USD
Common Sell Transaction 12 111.1183 USD
Common Sell Transaction 449 111.1189 USD
Common Sell Transaction 46 111.1189 USD
Common Sell Transaction 564 111.1197 USD
Common Sell Transaction 108 111.1241 USD
Common Sell Transaction 20 111.1248 USD
Common Sell Transaction 167 111.1333 USD
Common Sell Transaction 6 111.1367 USD
Common Sell Transaction 39 111.1376 USD
Common Sell Transaction 65 111.1381 USD
Common Sell Transaction 6 111.1408 USD
Common Sell Transaction 185 111.1409 USD
Common Sell Transaction 4 111.1425 USD
Common Sell Transaction 15 111.1437 USD
Common Sell Transaction 100 111.1800 USD
Common Sell Transaction 63 111.1929 USD
Common Sell Transaction 45 111.1933 USD
Common Sell Transaction 176 111.1934 USD
Common Sell Transaction 14 111.1939 USD
Common Sell Transaction 2 111.1975 USD
Common Sell Transaction 100 111.2400 USD
Ap29
(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)
Ap30
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? YES
Date of disclosure 4 May 2023
Contact name Paula Sharp
Telephone number 020 7645 9700
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory
Information Service.
Ap32
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND
RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING
OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND
RIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
Full name of person making Citadel Group
disclosure:
Name of offeror/offeree in relation HORIZON THERAPEUTICS PLC
to whose relevant securities the
disclosure relates:
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of Product Written or Number of Exercise Type Expiry
relevant description purchased securities to price e.g. date
security e.g. call
which option per unit American,
option
or derivative European
relates etc.
Common Put Option Sold 50,000 100 USD American 18/08/2023
Common Call Option Purchased 50,000 115 USD American 18/08/2023
Common Put Option Sold 30,000 100 USD American 19/05/2023
Common Put Option Sold 280,000 90 USD American 21/07/2023
Common Put Option Purchased - 50,000 80 USD American 18/08/2023
Common Put Option Purchased - 30,000 85 USD American 19/05/2023
Common Put Option Purchased - 280,000 105 USD American 21/07/2023
3. AGREEMENTS TO PURCHASE OR SELL
Full details should be given so that the nature of the interest or position
can be fully understood:
Ap33
4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING
DIRECTORS' AND OTHER EMPLOYEE OPTIONS)
Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:
It is not necessary to provide details on a Supplemental Form with regard to
cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
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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