REG - Citigroup GM Inc Horizon Therapeutics - Form 38.5(b) - Horizon Therapeutics plc

Horizon TherapeuticsAnnouncement

06/10/2023 10:30

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RNS Number : 9818O  Citigroup Global Markets Inc.  06 October 2023

Ap38

FORM 38.5(b) (EPT/NON-RI)

 

IRISH TAKEOVER PANEL

 

OPENING POSITION DISCLOSURE/DEALING DISCLOSURE

UNDER RULE 38.5(b) AND RULE 38.6 OF THE IRISH TAKEOVER

PANEL ACT, 1997, TAKEOVER RULES, 2022 BY A CONNECTED

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED

INTERMEDIARY STATUS, OR WITH RECOGNISED INTERMEDIARY

STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY

 

1.             KEY INFORMATION

 

 (a)   Name of exempt principal trader:                                           Citigroup Global Markets Inc.
 (b)   Name of offeror/offeree in relation to whose relevant securities this      Horizon Therapeutics plc
 form relates:

 Use a separate form for each offeror/offeree
 (c)   Name of the party to the offer with which exempt principal trader is       Amgen Inc.
 connected:

 (Note 1)
 (d)   Date position held/dealing undertaken:                                     05 October 2023

 For an opening position disclosure, state the latest practicable date prior to
 the disclosure
 (e)   In addition to the company in 1(b) above, is the exempt principal          N/A
 trader also 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(b), 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:                                              $0.0001 ordinary shares
 (Note 3)
                                                                          Interests           Short positions
                                                                          Number     %        Number    %
 (1)   Relevant securities owned and/or controlled:                        201,131   0.0879%  20,750    0.0091%
 (2)   Cash-settled derivatives:
 (3)   Stock-settled derivatives (including options) and agreements to
 purchase/ sell:
 Total:                                                                    201,131   0.0879%  20,750    0.0091%

 

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 EXEMPT PRINCIPAL TRADER

(Note 4)

 

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(b), 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                 Purchases/   Total                   Highest          Lowest
 relevant                 sales        number of               price per         price per
 security                              securities              unit paid/       unit paid/
                                                               received (USD)   received (USD)
 $0.0001 ordinary shares                       50,698

                          Purchase                             116.3000         116.3000

 $0.0001 ordinary shares                       107,961

                          Sales                                116.3000         116.3000

 

 

 

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(b)           Cash-settled derivative transactions

 

 Class of    Product        Nature of dealing         Number of     Price per
 relevant    description    e.g. opening/closing      reference     unit
 security    e.g. CFD       a long/short position,    securities    (Note 6)
                            increasing/reducing a     (Note 5)
                            long/short position

 

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

 

 

(i)            Writing, selling, purchasing or varying

 

 Class of    Product       Writing,      Number of     Exercise    Type                  Expiry   Option
 relevant    description   purchasing,   securities    price per   e.g.                  date     money
 security    e.g. call
selling,     to which
unit       American, European             paid/
             option        varying       option                    etc.                           received
                           etc.          relates                                                  per unit (EUR)
                                         (Note 5)

 

(ii)           Exercise

 

 Class of   Product       Exercising/  Number of    Exercise

relevant
description
exercised
securities
price per

security  e.g. call
against
unit (Note 6)

option

 

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

 

 Class of    Nature of             Details  Price per unit
 relevant    dealing                        (if applicable)
 security    e.g. subscription,             (Note 6)
             conversion,
             exercise

 

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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 exempt
 principal trader 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?  YES/NO

 

 Date of disclosure:  06 October 2023
 Contact name:        Christopher Alexander Pollock
 Telephone number:               02895 954 053

 

Public disclosures under Rule 38 of the Rules must be made to a Regulatory
Information Service.

 

 

 

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NOTES ON FORM 38.5(b) AND 38.6

 

1.             See the definition of "connected principal trader"
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.             See Rule 2.5(d) of Part A of the Rules.

 

6.             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.

 

7.             If details included in a disclosure under Rule 38
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 Rules 8 and 38 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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