REG - Morgan Stanley&CoLLC Horizonte Minerals - Rule 38.5_A - Horizon Therapeutics plc

Horizonte MineralsAnnouncement

14/12/2022 10:30

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RNS Number : 6909J  Morgan Stanley & Co. LLC  14 December 2022

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FORM 38.5(a) (EPT/RI)

 

IRISH TAKEOVER PANEL

 

DEALING DISCLOSURE UNDER RULE 38.5(a) OF THE IRISH

TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022

BY A CONNECTED EXEMPT PRINCIPAL TRADER WITH

RECOGNISED INTERMEDIARY STATUS AND DEALING IN

A CLIENT-SERVING CAPACITY

 

1.             KEY INFORMATION

 

 (a)   Name of exempt principal trader:                                         Morgan Stanley & Co. LLC
 (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     Horizon Therapeutics plc
 connected: (Note 1)
 (d)   Date dealing undertaken:                                                 13 December 2022
 (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.             DEALINGS BY THE EXEMPT PRINCIPAL TRADER (Note 2)

 

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(b), copy table 2(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.

 

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(a)           Purchases and sales

 

 Class of                Purchases/   Total        Highest         Lowest

relevant
sales
number of
price per
price per

security
securities
unit paid/
unit paid/

(Note 3)
received
received
 0.0001 ordinary shares  Purchase     1,918,976     112.9900 USD    112.0500 USD
 0.0001 ordinary shares  Sale         1,910,944     112.9756 USD    112.0500 USD

 

(b)           Cash-settled derivative transactions

 

 Class of   Product       Nature of dealing        Number of    Price per

relevant
description
e.g. opening/closing
reference
unit (Note 5)

security  e.g. CFD
a long/short position,
securities

increasing/reducing a   (Note 4)

long/short position
 N/A        N/A           N/A                      N/A          N/A

 

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

 

(i)            Writing, selling, purchasing or varying

 

 Class of                Product            Writing,       Number       Exercise    Type        Expiry      Option

relevant
description
purchasing,
of
price per
 e.g.
date
money

security
e.g. call option
selling,
securities
unit
American,
paid/

varying etc.
to which
European
received

option
etc.
per unit

relates

(Note 4)
 0.0001 ordinary shares   CALL               PURCHASING    26/09/1902   115.0000     American   16/12/2022   0.0500 USD
 0.0001 ordinary shares   PUT                PURCHASING    26/10/1900   105.0000     American   19/05/2023   1.4400 USD
 0.0001 ordinary shares   CALL               WRITING       09/04/1900   115.0000     American   20/01/2023   0.1900 USD
 0.0001 ordinary shares   CALL               WRITING       03/02/1901   110.0000     American   20/01/2023   302.0000 USD
 0.0001 ordinary shares   CALL               WRITING       18/07/1900   110.0000     American   20/01/2023   3.4000 USD
 0.0001 ordinary shares   CALL               PURCHASING    26/10/1900   105.0000     American   16/12/2022   7.6500 USD
 0.0001 ordinary shares   CALL               WRITING       04/01/1903   115.0000     American   20/01/2023   0.2000 USD
 0.0001 ordinary shares   PUT                WRITING       09/04/1900   105.0000     American   20/01/2023   0.2000 USD
 0.0001 ordinary shares   CALL               WRITING       09/04/1900   120.0000     American   19/01/2024   0.4000 USD

 

 

 

(ii)           Exercise

 

 Class of   Product            Exercising/   Number of    Exercise price

relevant
description
exercised
securities
per unit

security
e.g. call option
against                   (Note 5)
 N/A        N/A                N/A           N/A          N/A

 

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

 

 Class of relevant security  Nature of            Details  Price per unit

dealing
(if applicable)

e.g. subscription,
(Note 5)

conversion,

exercise
 N/A                         N/A                  N/A      N/A

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3.             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"
  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.

 

 Date of disclosure:  14 December 2022
 Contact name:        Craig Horsley
 Telephone number:    +44 141 245-7736

 

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

 

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