REG - Nomura Intl. PLC Horizon Therapeutics - Form 8.3- HORIZON THERAPEUTICS PLC

Nomura HoldingsAnnouncement

09/08/2023 13:45

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RNS Number : 8299I  Nomura International PLC  09 August 2023

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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                                                      Nomura International plc
 (b)   Owner or controller of interests and short positions disclosed, if          Nomura Holdings, Inc
 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         NA
 this and specify identity of offeror/offeree (Note 1)
 (e)   Date position held/dealing undertaken                                      08 August 2023

 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           No
 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(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                        393,406    0.172   591,713    0.258
 (2)   Cash-settled derivatives
 (3)   Stock-settled derivatives (including options) and agreements to    2,622,800  1.146   1,560,600  0.682
 purchase/ sell
 Total                                                                    3,016,206  1.318   2,152,313  0.940

 

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)
 Ordinary Shares             Purchase       300                   102.970 USD
 Ordinary Shares             Purchase       200                   102.990 USD
 Ordinary Shares             Purchase       500                   103.000 USD
 Ordinary Shares             Purchase       200                   103.010 USD
 Ordinary Shares             Purchase       300                   103.020 USD
 Ordinary Shares             Purchase       2,005                 103.030 USD
 Ordinary Shares             Purchase       1,662                 103.040 USD
 Ordinary Shares             Purchase       1,796                 103.050 USD
 Ordinary Shares             Purchase       289                   103.060 USD
 Ordinary Shares             Purchase       440                   103.070 USD
 Ordinary Shares             Purchase       141                   103.080 USD
 Ordinary Shares             Purchase       562                   103.090 USD
 Ordinary Shares             Purchase       1,729                 103.100 USD
 Ordinary Shares             Purchase       687                   103.110 USD
 Ordinary Shares             Purchase       845                   103.120 USD
 Ordinary Shares             Purchase       462                   103.130 USD
 Ordinary Shares             Purchase       614                   103.140 USD
 Ordinary Shares             Purchase       1,263                 103.150 USD
 Ordinary Shares             Purchase       360                   103.160 USD
 Ordinary Shares             Purchase       520                   103.170 USD
 Ordinary Shares             Purchase       20                    103.180 USD
 Ordinary Shares             Purchase       500                   103.190 USD
 Ordinary Shares             Purchase       1,020                 103.200 USD
 Ordinary Shares             Purchase       100                   103.210 USD
 Ordinary Shares             Purchase       122                   103.220 USD
 Ordinary Shares             Purchase       542                   103.230 USD
 Ordinary Shares             Purchase       221                   103.240 USD
 Ordinary Shares             Purchase       135                   103.250 USD
 Ordinary Shares             Purchase       422                   103.260 USD
 Ordinary Shares             Purchase       184                   103.280 USD
 Ordinary Shares             Purchase       24                    103.290 USD
 Ordinary Shares             Purchase       186                   103.300 USD
 Ordinary Shares             Purchase       220                   103.310 USD
 Ordinary Shares             Purchase       400                   103.320 USD
 Ordinary Shares             Purchase       820                   103.330 USD
 Ordinary Shares             Purchase       20                    103.340 USD
 Ordinary Shares             Purchase       100                   103.360 USD
 Ordinary Shares             Purchase       20                    103.370 USD
 Ordinary Shares             Purchase       20                    103.400 USD
 Ordinary Shares             Purchase       41                    103.460 USD
 Ordinary Shares             Purchase       39                    103.470 USD
 Ordinary Shares             Purchase       49                    103.480 USD
 Ordinary Shares             Purchase       40                    103.490 USD
 Ordinary Shares             Purchase       60                    103.500 USD
 Ordinary Shares             Purchase       321                   103.510 USD
 Ordinary Shares             Purchase       21                    103.540 USD
 Ordinary Shares             Purchase       314                   103.550 USD
 Ordinary Shares             Purchase       230                   103.560 USD
 Ordinary Shares             Purchase       48                    103.570 USD
 Ordinary Shares             Purchase       60                    103.580 USD
 Ordinary Shares             Purchase       60                    103.590 USD
 Ordinary Shares             Purchase       412                   103.600 USD
 Ordinary Shares             Purchase       220                   103.610 USD
 Ordinary Shares             Purchase       24                    103.630 USD
 Ordinary Shares             Purchase       421                   103.650 USD
 Ordinary Shares             Purchase       840                   103.660 USD
 Ordinary Shares             Purchase       40                    103.680 USD
 Ordinary Shares             Purchase       100                   103.690 USD
 Ordinary Shares             Purchase       100                   103.710 USD
 Ordinary Shares             Purchase       20                    103.720 USD
 Ordinary Shares             Purchase       221                   103.740 USD
 Ordinary Shares             Purchase       710                   103.750 USD
 Ordinary Shares             Purchase       81                    103.760 USD
 Ordinary Shares             Purchase       520                   103.770 USD
 Ordinary Shares             Purchase       1,148                 103.780 USD
 Ordinary Shares             Purchase       460                   103.790 USD
 Ordinary Shares             Purchase       632                   103.800 USD
 Ordinary Shares             Purchase       587                   103.810 USD
 Ordinary Shares             Purchase       121                   103.820 USD
 Ordinary Shares             Purchase       50                    103.830 USD
 Ordinary Shares             Purchase       222                   103.840 USD
 Ordinary Shares             Purchase       822                   103.850 USD
 Ordinary Shares             Purchase       685                   103.860 USD
 Ordinary Shares             Purchase       281                   103.870 USD
 Ordinary Shares             Purchase       340                   103.880 USD
 Ordinary Shares             Purchase       1,806                 103.890 USD
 Ordinary Shares             Purchase       1,566                 103.900 USD
 Ordinary Shares             Purchase       589                   103.910 USD
 Ordinary Shares             Purchase       1,705                 103.920 USD
 Ordinary Shares             Purchase       2,349                 103.930 USD
 Ordinary Shares             Purchase       2,461                 103.940 USD
 Ordinary Shares             Purchase       2,867                 103.950 USD
 Ordinary Shares             Purchase       1,288                 103.960 USD
 Ordinary Shares             Purchase       692                   103.970 USD
 Ordinary Shares             Purchase       1,080                 103.980 USD
 Ordinary Shares             Purchase       5,198                 103.990 USD
 Ordinary Shares             Purchase       4,593                 104.000 USD
 Ordinary Shares             Purchase       543                   104.010 USD
 Ordinary Shares             Purchase       617                   104.020 USD
 Ordinary Shares             Purchase       936                   104.030 USD
 Ordinary Shares             Purchase       422                   104.040 USD
 Ordinary Shares             Purchase       2,781                 104.050 USD
 Ordinary Shares             Purchase       1,965                 104.060 USD
 Ordinary Shares             Purchase       1,041                 104.070 USD
 Ordinary Shares             Purchase       2,487                 104.080 USD
 Ordinary Shares             Purchase       1,009                 104.090 USD
 Ordinary Shares             Purchase       1,179                 104.100 USD
 Ordinary Shares             Purchase       1,946                 104.110 USD
 Ordinary Shares             Purchase       2,543                 104.120 USD
 Ordinary Shares             Purchase       669                   104.130 USD
 Ordinary Shares             Purchase       213                   104.140 USD
 Ordinary Shares             Purchase       148                   104.150 USD
 Ordinary Shares             Purchase       511                   104.160 USD
 Ordinary Shares             Purchase       920                   104.170 USD
 Ordinary Shares             Purchase       546                   104.180 USD
 Ordinary Shares             Purchase       20                    104.190 USD
 Ordinary Shares             Purchase       44                    104.200 USD
 Ordinary Shares             Purchase       95                    104.210 USD
 Ordinary Shares             Purchase       528                   104.220 USD
 Ordinary Shares             Purchase       1,228                 104.230 USD
 Ordinary Shares             Purchase       106                   104.240 USD
 Ordinary Shares             Purchase       68                    104.250 USD
 Ordinary Shares             Purchase       363                   104.260 USD
 Ordinary Shares             Purchase       565                   104.270 USD
 Ordinary Shares             Purchase       22                    104.280 USD

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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/   reference     per unit
 security   e.g. CFD       short position                                                               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)
 Ordinary Shares  Call Option              Writing                                 355,000       105 USD      American     18-Aug-2023  0.760 USD
 Ordinary Shares  Put Option               Purchasing                              355,000       100 USD      American     18-Aug-2023  0.300 USD
 Ordinary Shares  Put Option               Writing                                 6,900         100 USD      American     18-Aug-2023  0.500 USD
 Ordinary Shares  Put Option               Writing                                 3,100         100 USD      American     18-Aug-2023  0.500 USD

 

(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  09 August 2023
 Contact name        Kyere Tabiri
 Telephone number    020 7102 1267

 

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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