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

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RNS Number : 9827O  Citadel Group  06 October 2023

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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                                                     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.

 

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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                        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

 

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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  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.

 

 

 

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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     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:

 

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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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