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RNS Number : 3333I Bank of New York Mellon Corp. (The) 01 December 2022
Ap27
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 The Bank of New York Mellon Corporation and its subsidiaries, 1. BNY Mellon
Service Kapitalanlage-Gesellschaft mbH, 2. Insight Investment Management
(Global) Limited, 3. The Bank of New York Mellon, 4. BNY Mellon Investment
Adviser, Inc., 5. Mellon Investments Corporation, 6. Newton Investment
Management Limited, 7. Newton Investment Management North America, LLC, 8.
Lockwood Advisors, Inc., 9. BNY Mellon Securities Corporation, 10. Pershing
LLC, 11. BNY Mellon Trust of Delaware, 12. BNY Mellon, National Association
(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 Sanofi
form relates
Use a separate form for each offeror/offeree
(d) If an exempt fund manager connected with an offeror/offeree, state this N/A
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 YES, we are reporting in respect to the Offeree Horizon Therapeutics plc and
making disclosures in respect of any other party to the offer? Offeror Amgen Inc.
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.
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 Ordinary Shares
(Note 3)
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled 10,976,049 0.87%
(2) Cash-settled derivatives 18,000 0.001%
(3) Stock-settled derivatives (including options) and agreements to
purchase/ sell
Total 10,976,049 0.87% 18,000 0.001%
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
securities (Note 5)
Ordinary Shares Purchase 1,285 EUR 86.48
Ordinary Shares
Sale
3,822
EUR 86.48
Ordinary Shares
Purchase
14,163
EUR 86.48
Ordinary Shares
Sale
28,421
EUR 86.48
Ordinary Shares
Transfer In
309
N/A
Ordinary Shares
Transfer Out
3,196
N/A
Ordinary Shares
Sale
139
EUR 86.67
ADR
Purchase
319
USD 44.45
Ordinary Shares
Sale
6,108
EUR 85.98
ADR
Purchase
59
USD 44.72
ADR
Transfer Out
72
N/A
Purchase
294
USD 45.35
ADR
Sale 6 USD 45.05
ADR
Purchase 1,340 USD 45.35
ADR
(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)
(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)
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 01 December 2022
Contact name Andrew Weiser
Telephone number 516-338-3752
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory
Information Service.
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