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REG - Citadel Group Horizon Therapeutics - Form 8.3 - Horizon Therapeutics plc

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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.

 

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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                                               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

 

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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?  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.

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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:

 

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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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