REG - Societe Generale SA Horizon Therapeutics - Form 8.3 - Horizon Therapeutics Plc

Societe Generale SAAnnouncement

26/04/2023 14:30

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RNS Number : 5740X  Societe Generale SA  26 April 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                                                     SOCIETE GENERALE SA
 (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      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                                      25/04/2023

 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                        1,086,557                 0.47                      465                       0.00
 (2)   Cash-settled derivatives                                           0                         0.00                      0                         0.00
 (3)   Stock-settled derivatives (including options) and agreements to    200,000                   0.09                      0                         0.00
 purchase/ sell
 Total                                                                    *3,806,553                *1.66                     465                       0.00

 

                 *Include the holding of 2,519,996 shares on
borrow products.

 

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

                                                      USD
                                                      (Note 5)
 $0.0001 ordinary shares  Purchase       349,004      110.58
 $0.0001 ordinary shares  Purchase       1,000        368
 $0.0001 ordinary shares  Purchase       1,000        368
 $0.0001 ordinary shares  Purchase       1,000        368
 $0.0001 ordinary shares  Purchase       1,000        368
 $0.0001 ordinary shares  Sale           50           110.31
 $0.0001 ordinary shares  Sale           15           110.57
 $0.0001 ordinary shares  Sale           1,000        280
 $0.0001 ordinary shares  Sale           100,000      110.5
 $0.0001 ordinary shares  Sale           3            110.31
 $0.0001 ordinary shares  Sale           1,000        280
 $0.0001 ordinary shares  Sale           20           110.58
 $0.0001 ordinary shares  Sale           94           110.58
 $0.0001 ordinary shares  Sale           1,000        280
 $0.0001 ordinary shares  Sale           1,000        280
 $0.0001 ordinary shares  Sale           93           110.508
 $0.0001 ordinary shares  Sale           39           110.508
 $0.0001 ordinary shares  Sale           7            110.508
 $0.0001 ordinary shares  Sale           5            110.508
 $0.0001 ordinary shares  Sale           14           110.508

 

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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 relevant security  Product description e.g. call options  Writing, purchasing, selling, varying etc.   Number of securities to which options relates (Note 6)   Exercise price oer unit  Type eg American, European etc.  Expiry date  Option money paid/received per unit
 $0.0001 ordinary shares     Listed call-option                     Purchasing                                  100,000                                                   110                      American option                  19/05/23     3.68
 $0.0001 ordinary shares     Listed put-option                      Selling                                     100,000                                                   110                      American option                  19/05/23     2.8

 

 

 

(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"

 

(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  26/04/2023
 Contact name        Société Générale - Disclosure team
 Telephone number    +33 1 42 14 92 74

 

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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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            SOCIETE GENERALE SA
 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 shares  Listed call-option  Purchasing   100,000          110        American     19/05/2023
 $0.0001 ordinary shares  Listed put-option   Selling      100,000          110        American     19/05/2023

 

3.             AGREEMENTS TO PURCHASE OR SELL

 

 Full details should be given so that the nature of the interest or position
 can be fully understood:

 

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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

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