REG-Pentwater Capital Management LP: Form 8.3 - Horizon Therapeutics Plc

Horizon TherapeuticsAnnouncement

06/10/2023 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                                                                                                                                                                                                     Pentwater Capital Management LP  
 (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.                                   
 (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                                                                                       05 October 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”                                  NO If YES, specify which:        

 

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 (ISIN IE00BQPVQZ61)             
  (Note 3)                                                                                                                                   
                                                                                     Interests                   Short positions             
                                                                                     Number         %            Number         %            
 (1) Relevant securities owned and/or controlled                                     15,511,000.00  6.78                                     
 (2) Cash-settled derivatives                                                        250,000.00     0.11                                     
 (3) Stock-settled derivatives (including options) and agreements to purchase/ sell  9,147,000.00   4.00         15,192,500.00  6.64         
 Total                                                                               24,908,000.00  10.88        15,192,500.00  6.64         

 

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 (ISIN IE00BQPVQZ61)                   securities    (Note 5)        
 $0.0001 Ordinary Shares         Sale           31,000        116.3386         

 

 

(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         
                                                           (Note 5)     
                                                                        

 

(d) Other dealings (including transactions in respect of new securities)
(Note 3)

 

 Class of     Nature of dealing       Details (Quantity)  Price per unit USD (if   
  relevant     e.g. subscription,                          applicable)             
  security     conversion, exercise                        (Note 5)                
                                                                                   

 

 

 

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4. OTHER INFORMATION

 

(a) Indemnity and other dealing arrangements

6

 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  06/10/2023         
 Contact name        Hooman Tavakolian  
 Telephone number    +1 312 914 4301    

 

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

 

 

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NOTES ON FORM 8.3

 

1. See the definition of “connected fund manager” 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. 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.

 

6. See Rule 2.5(d) of Part A of the Rules.

 

7. If details included in a disclosure under Rule 8 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 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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