REG - BlackRock Group - Form 8.3 - Horizon Therapeutics plc

Johnson & JohnsonAnnouncement

01/12/2022 16:30

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RNS Number : 3209I  BlackRock Group  01 December 2022

 

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                                                     BlackRock, Inc.
 (b)   Owner or controller of interests and short positions disclosed, if         N/A
 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      Horizon Therapeutics plc
 form relates

 Use a separate form for each offeror/offeree
 (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                                      30 November 2022

 For an opening position disclosure, state the latest practicable date prior to
 the disclosure
 (f)    In addition to the company in 1(c) above, is the discloser also             Sanofi
 making disclosures in respect of any other party to the offer?

                                                                                Amgen Inc.
 If it is a cash offer or possible cash offer, state "N/A"

                                                                                  Johnson & Johnson

 

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.

 

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 share
 (Note 3)
                                                                          Interests          Short positions
                                                                          Number      %      Number    %
 (1)   Relevant securities owned and/or controlled                        15,331,077  6.76%  7,375     0.00%
 (2)   Cash-settled derivatives                                           88,472      0.03%  4,255     0.00%
 (3)   Stock-settled derivatives (including options) and agreements to    0           0.00%  77,200    0.03%
 purchase/ sell
 Total                                                                    15,419,549  6.80%  88,830    0.03%

 

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 security  Purchase/sale  Number of securities  Price per unit
                                                                  (Note 5)
 $0.0001 ordinary share      Purchase       161,846               USD 100.2900
 $0.0001 ordinary share      Sale           445,325               USD 99.7898
 $0.0001 ordinary share      Sale           393                   USD 99.8441
 $0.0001 ordinary share      Sale           2,780                 USD 100.0428
 $0.0001 ordinary share      Sale           142,925               USD 100.2900
 $0.0001 ordinary share      Sale           809                   USD 100.2900

 

(b)           Cash-settled derivative transactions

 

 Class of relevant security  Product        Nature of dealing                                                            Number of     Price
                             description    e.g. opening/ closing a long/ short position, increasing/ reducing a long/   reference     per unit
                             e.g. CFD       short position                                                               securities    (Note 5)
                                                                                                                         (Note 6)
 $0.0001 ordinary share      CFD            Increasing long                                                              77,460        USD 101.1687
 $0.0001 ordinary share      CFD            Reducing short                                                               414           USD 100.2900
 $0.0001 ordinary share      CFD            Reducing long                                                                307           USD 99.8966
 $0.0001 ordinary share      CFD            Reducing long                                                                349           USD 99.9161
 $0.0001 ordinary share      CFD            Increasing short                                                             640           USD 100.2900

 

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

 

(i)            Writing, selling, purchasing or varying

 

 Class of relevant security  Product                  Writing, purchasing, selling, varying   Number of                                     Exercise     Type              Expiry      Option money
                             description e.g. call    etc.                                    securities to which option relates (Note 6)
price per   e.g. American,    date
paid/
                             option                                                                                                         unit         European etc.                 received per unit
   $0.0001 ordinary share    Call Option              Purchasing                              5,000                                         USD 70.0000  American          16/12/2022  USD 30.7000
   $0.0001 ordinary share    Call Option              Purchasing                              55,000                                        USD 70.0000  American          16/12/2022  USD 30.7000

 

(ii)           Exercise

 

 Class of relevant security  Product description   Exercising/         Number of securities  Exercise price per unit (Note 5)
                             e.g. call option      exercised against

 

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

 

 Class of relevant       Nature of dealing                         Details  Price per unit (if applicable)
 security                e.g. subscription, conversion, exercise            (Note 5)
 $0.0001 ordinary share  Return of Stock on Loan                   1,400    N/A
 $0.0001 ordinary share  Transfer in of Shares                     3,244    N/A

 

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"

 

(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  01 December 2022
 Contact name        Jana Blumenstein
 Telephone number    +44 20 7743 3650

 

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

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ap32

 

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            BlackRock, Inc.
 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.
 $0.0001 ordinary share   Call Option   Written      47,200           USD 80.0000  American     20/01/2023
 $0.0001 ordinary share  Call Option    Written      30,000           USD 80.0000  American     17/02/2023

 

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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