REG - JP Morgan Sec LLC Horizon Therapeutics - ITP Only - (38.5b)-Horizon Therapeutics plc

Horizon TherapeuticsAnnouncement

21/06/2023 12:15

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RNS Number : 4634D  J.P. Morgan Securities LLC  21 June 2023

Ap38

 

 

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

 

IRISH TAKEOVER PANEL

 

OPENING POSITION DISCLOSURE/DEALING DISCLOSURE

UNDER RULE 38.5(b) 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:                                          JPMorgan Securities LLC
 (b)    Name of offeror/offeree in relation to whose relevant securities          Horizon Therapeutics plc
 this form relates:

 Use a separate form for each offeror/offeree
 (c)    Name of the party to the offer with which exempt principal trader is      Financial Adviser to Horizon Therapeutics plc
 connected:

 (Note 1)
 (d)    Date position held/dealing undertaken:                                    20 June 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.

 

Ap39

 

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:                        5,386,085  2.35    8,666,154   3.79
 (2)    Cash-settled derivatives:                                           50,000     0.02    5,147,569   2.25
 (3)    Stock-settled derivatives (including options) and agreements to     301,617    0.13    140,720     0.06
 purchase/ sell:
 Total:                                                                     5,737,702  2.50    13,954,443  6.10

 

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 relevant security  Purchases/ sales         Total number of securities  Highest price per unit paid/received  Lowest price per unit paid/received

                                    Purchases         1,146                           101.6300 USD                      101.0850 USD

 $0.0001 ordinary shares

                             Sales                    5,561                           101.6300 USD                      101.0600 USD

 

Ap40

 

(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
 $0.0001 ordinary shares  Equity Swap    Increase Short            143           101.2206 USD

 

(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
                                         (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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ap41

 

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

 

 Date of disclosure:  21 June 2023
 Contact name:        Natasha Mondon
 Telephone number:    01202 325175

 

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

 

Ap42

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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            JPMorgan Securities LLC
 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.
                           Accumulator                        Purchased    1,617            98.81 USD    American     07/11/2023

                           Barrier Reverse Convertible Note   Purchased    920.25           81.50 USD    European     28/07/2023

                           Barrier Reverse Convertible Note

 $0.0001 ordinary shares                                      Written      920.25           81.50 USD    European     28/07/2023

                           Barrier Reverse Convertible Note

                           Put Option                         Written      920.25           81.50 USD    European     28/07/2023

                           Put Option

                                                              Purchased    139,800          80.00 USD    American     18/08/2023

                           Call Option

                                                              Written       150,000         100.00 USD   American     18/08/2023

                                                              Purchased     150,000         115.00 USD   American     18/08/2023

 

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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