National Storage Mechanism | Additional information
RNS Number : 1343W
Citadel Group
13 April 2023
 

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

Citadel Group

(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.

N/A

(c)   Name of offeror/offeree in relation to whose relevant securities this form relates

Use a separate form for each offeror/offeree

HORIZON THERAPEUTICS PLC

(d)   If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1)

N/A

(e)   Date position held/dealing undertaken

For an opening position disclosure, state the latest practicable date prior to the disclosure

12 April 2023

(f)    In addition to the company in 1(c) above, is the discloser 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"

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.



 

Ap28

 

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
(Note 3)

Common Stock ISIN IE00BQPVQZ61


Interests

Short positions

Number

%

Number

%

(1)   Relevant securities owned and/or controlled

3,742,476

1.63

397

0.00

(2)   Cash-settled derivatives

0

0.00

0

0.00

(3)   Stock-settled derivatives (including options) and agreements to purchase/ sell

100,000

0.04

50,000

0.02

Total

3,842,476

1.68

50,397

0.02

 

 

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)

 Common

Buy Transaction

100

109.8200 USD

 Common

Buy Transaction

200

109.8925 USD

 Common

Buy Transaction

501

109.9368 USD

 Common

Buy Transaction

100

109.9500 USD

 Common

Buy Transaction

12,994

109.9752 USD

 Common

Buy Transaction

52,030

110.2488 USD

 Common

DVP Transaction

5,174

109.6800 USD

 Common

RVP Transaction

5,174

109.6800 USD

 Common

Sell Transaction

100

109.6700 USD

 Common

Sell Transaction

10,301

109.6800 USD

 Common

Sell Transaction

22

109.7573 USD

 Common

Sell Transaction

1,028

109.7840 USD

 Common

Sell Transaction

411

109.7846 USD

 Common

Sell Transaction

202

109.7861 USD

 Common

Sell Transaction

123

109.8469 USD

 Common

Sell Transaction

20,000

109.8500 USD

 Common

Sell Transaction

102

109.8767 USD

 Common

Sell Transaction

253

109.8769 USD

 Common

Sell Transaction

52

109.8785 USD

 Common

Sell Transaction

349

109.9086 USD

 Common

Sell Transaction

3

109.9100 USD

 Common

Sell Transaction

200

109.9150 USD

 Common

Sell Transaction

3,239

109.9234 USD

 Common

Sell Transaction

1,314

109.9236 USD

 Common

Sell Transaction

676

109.9236 USD

 Common

Sell Transaction

22

109.9248 USD

 Common

Sell Transaction

31

109.9252 USD

 Common

Sell Transaction

218

109.9271 USD

 Common

Sell Transaction

1,113

109.9273 USD

 Common

Sell Transaction

447

109.9273 USD

 Common

Sell Transaction

45

109.9302 USD

 Common

Sell Transaction

410

109.9304 USD

 Common

Sell Transaction

2,028

109.9316 USD

 Common

Sell Transaction

821

109.9316 USD

 Common

Sell Transaction

232

109.9325 USD

 Common

Sell Transaction

210

109.9550 USD

 Common

Sell Transaction

752

109.9551 USD

 Common

Sell Transaction

50

109.9600 USD

 Common

Sell Transaction

100

109.9611 USD

 Common

Sell Transaction

243

109.9633 USD

 Common

Sell Transaction

5

109.9700 USD

 Common

Sell Transaction

10,000

110.0000 USD

 Common

Sell Transaction

14

110.0182 USD

 Common

Sell Transaction

19

110.0332 USD

 Common

Sell Transaction

77

110.0565 USD

 Common

Sell Transaction

150

110.0571 USD

 Common

Sell Transaction

38

110.0614 USD

 Common

Sell Transaction

372

110.0618 USD

 Common

Sell Transaction

18

110.1500 USD

 Common

Sell Transaction

7

110.1900 USD



 

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(b)           Cash-settled derivative transactions

 

Class of
relevant
security

Product
description
e.g. CFD

Nature of dealing
e.g. opening/ closing a long/ short position, increasing/ reducing a long/ short position

Number of
reference
securities
(Note 6)

Price
per unit
(Note 5)

 

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

 

(i)            Writing, selling, purchasing or varying

 

Class of
relevant
security

Product
description e.g. call
option

Writing, purchasing, selling, varying
etc.

Number
of
securities
to which
option
relates
(Note 6)

Exercise
price per

unit

Type
e.g.
American,
European
etc.

Expiry
date

Option
money
paid/

received per unit

Common

Put Option

Buy Transaction

500

80.0000 USD

American

2023-Aug-18

1.0000 USD

Common

Call Option

Buy Transaction

500

115.0000 USD

American

2023-Aug-18

1.1000 USD

Common

Put Option

Sell Transaction

500

100.0000 USD

American

2023-Aug-18

3.1000 USD

 

(ii)           Exercise

 

Class of
relevant
security

Product
description
e.g. call
option

Exercising/
exercised
against

Number of
securities

Exercise
price per
unit
(Note 5)

 

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

 

Class of
relevant
security

Nature of dealing
e.g. subscription,
conversion, exercise

Details

Price per unit (if
applicable)
(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?

YES

 

Date of disclosure

13 April 2023

Contact name

Paula Sharp

Telephone number

020 7645 9700

 

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



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
disclosure:

Citadel Group

Name of offeror/offeree in relation
to whose relevant securities the
disclosure relates:

HORIZON THERAPEUTICS PLC

 

2.             STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

Class of
relevant
security

Product
description
e.g. call
option

Written or
purchased

Number of
securities to
which option
or derivative

relates

Exercise
price
per unit

Type
e.g.
American,
European
etc.

Expiry
date

Common

 Put Option

Sold

50,000

100 USD

American

18/08/2023

Common

Call Option

Purchased

50,000

115 USD

American

18/08/2023

Common

Put Option

Purchased

- 50,000

80 USD

American

18/08/2023

 

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 Rules, 2022.

 

 

 

 

 

 

 

 

 

 

 

 

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