RNS Number : 4506Y

Citadel Group

04 May 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	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	3 May 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.

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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 (Note 3)	Common Stock ISIN IE00BQPVQZ61
	Interests		Short positions
	Number	%	Number	%
(1)   Relevant securities owned and/or controlled	3,482,224	1.52	0	0.00
(2)   Cash-settled derivatives	0	0.00	0	0.00
(3)   Stock-settled derivatives (including options) and agreements to purchase/ sell	410,000	0.17	360,000	0.15
Total	3,892,224	1.70	360,000	0.15

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	2,292	110.9684 USD
Common	Buy Transaction	20,296	111.0090 USD
Common	Buy Transaction	2,200	111.0472 USD
Common	Buy Transaction	5,700	111.1114 USD
Common	Buy Transaction	1,455	111.1638 USD
Common	DVP Transaction	7,822	110.8000 USD
Common	RVP Transaction	7,822	110.8000 USD
Common	Sell Transaction	7,799	110.8000 USD
Common	Sell Transaction	104	111.0423 USD
Common	Sell Transaction	189	111.0425 USD
Common	Sell Transaction	16	111.0425 USD
Common	Sell Transaction	12	111.0433 USD
Common	Sell Transaction	19	111.0703 USD
Common	Sell Transaction	7	111.0714 USD
Common	Sell Transaction	87	111.0922 USD
Common	Sell Transaction	310	111.1009 USD
Common	Sell Transaction	127	111.1015 USD
Common	Sell Transaction	763	111.1018 USD
Common	Sell Transaction	3,640	111.1022 USD
Common	Sell Transaction	72	111.1024 USD
Common	Sell Transaction	1,200	111.1049 USD
Common	Sell Transaction	51	111.1092 USD
Common	Sell Transaction	28	111.1093 USD
Common	Sell Transaction	12	111.1117 USD
Common	Sell Transaction	46	111.1134 USD
Common	Sell Transaction	124	111.1135 USD
Common	Sell Transaction	69	111.1148 USD
Common	Sell Transaction	4	111.1162 USD
Common	Sell Transaction	327	111.1165 USD
Common	Sell Transaction	114	111.1170 USD
Common	Sell Transaction	274	111.1175 USD
Common	Sell Transaction	1,332	111.1180 USD
Common	Sell Transaction	12	111.1183 USD
Common	Sell Transaction	449	111.1189 USD
Common	Sell Transaction	46	111.1189 USD
Common	Sell Transaction	564	111.1197 USD
Common	Sell Transaction	108	111.1241 USD
Common	Sell Transaction	20	111.1248 USD
Common	Sell Transaction	167	111.1333 USD
Common	Sell Transaction	6	111.1367 USD
Common	Sell Transaction	39	111.1376 USD
Common	Sell Transaction	65	111.1381 USD
Common	Sell Transaction	6	111.1408 USD
Common	Sell Transaction	185	111.1409 USD
Common	Sell Transaction	4	111.1425 USD
Common	Sell Transaction	15	111.1437 USD
Common	Sell Transaction	100	111.1800 USD
Common	Sell Transaction	63	111.1929 USD
Common	Sell Transaction	45	111.1933 USD
Common	Sell Transaction	176	111.1934 USD
Common	Sell Transaction	14	111.1939 USD
Common	Sell Transaction	2	111.1975 USD
Common	Sell Transaction	100	111.2400 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

(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	4 May 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.

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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 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	Sold	30,000	100 USD	American	19/05/2023
Common	Put Option	Sold	280,000	90 USD	American	21/07/2023
Common	Put Option	Purchased	- 50,000	80 USD	American	18/08/2023
Common	Put Option	Purchased	- 30,000	85 USD	American	19/05/2023
Common	Put Option	Purchased	- 280,000	105 USD	American	21/07/2023

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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