REG-HBK Investments LP: Form 8.3 - Horizon Therapeutics Plc

Horizon TherapeuticsAnnouncement

28/09/2023 15:30

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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                                                                                                                                                                                                     HBK Investments L.P. on behalf of itself, its subadvisors and its managed funds  
 (b) Owner or controller of interests and short positions disclosed, if 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.  N/A                                                                              
 (c) Name of offeror/offeree in relation to whose relevant securities this form relates  Use a separate form for each offeror/offeree                                                                                           Horizon Therapeutics Plc                                                         
 (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1)                                                                                                                                                                                    
 (e) Date position held/dealing undertaken  For an opening position disclosure, state the latest practicable date prior to the disclosure                                                                                       27 September 2023                                                                
 (f) In addition to the company in 1(c) above, is the discloser 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”                                  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                                                          $0.0001 ordinary shares                
  (Note 3)                                                                                                                  
                                                                                     Interests          Short positions     
                                                                                     Number     %       Number    %         
 (1) Relevant securities owned and/or controlled                                     7,925,000  3.46%                       
 (2) Cash-settled derivatives                                                                                               
 (3) Stock-settled derivatives (including options) and agreements to purchase/ sell                                         
 Total                                                                               7,925,000  3.46%                       

 

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)        
 $0.0001 ordinary shares  Purchase       4,235         USD 115.7300     
 $0.0001 ordinary shares  Purchase       45,765        USD 115.7331     


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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/ short position    reference      per unit    
  security     e.g. CFD                                                                                                     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?  No  

 

 Date of disclosure  28 September 2023    
 Contact name        Jonathan Brown       
 Telephone number    +44 (0)20 7659 1906  

 

Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory
Information Service.

 



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