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RNS Number : 9827O Citadel Group 06 October 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 5 October 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 4,166,893 1.81 0 0.00
(2) Cash-settled derivatives 525,395 0.22 0 0.00
(3) Stock-settled derivatives (including options) and agreements to 548,900 0.23 1,447,300 0.63
purchase/ sell
Total 5,241,188 2.28 1,447,300 0.63
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 38,907 116.3100 USD
Common Buy Transaction 3,082 116.3300 USD
Common Buy Transaction 4,730 116.3325 USD
Common Buy Transaction 2,062 116.3361 USD
Common Buy Transaction 1,577 116.3376 USD
Common Buy Transaction 6,715 116.3392 USD
Common Buy Transaction 300 116.3400 USD
Common Buy Transaction 400 116.3500 USD
Common DVP Transaction 38,707 116.3100 USD
Common RVP Transaction 38,707 116.3100 USD
Common Sell Transaction 2,749 116.3269 USD
Common Sell Transaction 2,063 116.3315 USD
Common Sell Transaction 4,273 116.3371 USD
Common Sell Transaction 1,600 116.3394 USD
Common Sell Transaction 1,120 116.3432 USD
Common Sell Transaction 100 116.3700 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 6 October 2023
Contact name Paula Santos
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 Purchased -3,800 100.0 USD American 17/11/2023
Common Put Option Purchased -12,900 70.0 USD American 19/01/2024
Common Put Option Purchased -200,000 75.0 USD American 17/11/2023
Common Put Option Purchased -100 55.0 USD American 19/01/2024
Common Put Option Purchased -1,500 90.0 USD American 17/11/2023
Common Put Option Purchased -280,000 80.0 USD American 15/12/2023
Common Put Option Sold 32,800 55.0 USD American 17/11/2023
Common Call Option Sold -100,000 110.0 USD American 19/01/2024
Common Put Option Sold 700 50.0 USD American 19/01/2024
Common Call Option Sold -147,400 120.0 USD American 15/12/2023
Common Call Option Sold -50,000 120.0 USD American 19/01/2024
Common Put Option Sold 9,400 95.0 USD American 17/11/2023
Common Call Option Sold -10,900 115.0 USD American 17/01/2025
Common Call Option Sold -352,000 115.0 USD American 19/01/2024
Common Call Option Sold -200,000 110.0 USD American 20/10/2023
Common Call Option Sold -87,800 115.0 USD American 15/12/2023
Common Call Option Sold -900 115.0 USD American 15/03/2024
Common Put Option Sold 442,800 60.0 USD American 19/01/2024
Common Put Option Sold 62,500 90.0 USD American 19/01/2024
Common Put Option Sold 700 60.0 USD American 17/11/2023
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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