National Storage Mechanism | Additional information
RNS Number : 0846A
Citadel Group
19 May 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

18 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.



 

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

4,699,121

2.05

1,384

0.00

(2)   Cash-settled derivatives

0

0.00

0

0.00

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

960,300

0.42

1,634,300

0.71

Total

5,659,421

2.47

1,635,684

0.71

 

 

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

101.1100 USD

 Common

Buy Transaction

20,000

101.1342 USD

 Common

Buy Transaction

7,500

101.1512 USD

 Common

Buy Transaction

7,500

101.2243 USD

 Common

Buy Transaction

2,500

101.3388 USD

 Common

Buy Transaction

67

101.3400 USD

 Common

Buy Transaction

40,000

101.3412 USD

 Common

Buy Transaction

5,101

101.3647 USD

 Common

Buy Transaction

304

101.3663 USD

 Common

Buy Transaction

2,174

101.3669 USD

 Common

Buy Transaction

11,028

101.3674 USD

 Common

Buy Transaction

1,742

101.3704 USD

 Common

Buy Transaction

381

101.4187 USD

 Common

Buy Transaction

300

101.5833 USD

 Common

Buy Transaction

500

101.7100 USD

 Common

DVP Transaction

31,974

101.6300 USD

 Common

RVP Transaction

31,974

101.6300 USD

 Common

Sell Transaction

20

101.1400 USD

 Common

Sell Transaction

821

101.2493 USD

 Common

Sell Transaction

1,318

101.2607 USD

 Common

Sell Transaction

216

101.2952 USD

 Common

Sell Transaction

31,974

101.6300 USD

 Common

Sell Transaction

7,013

101.6334 USD

 Common

Sell Transaction

1,520

101.6335 USD

 Common

Sell Transaction

2,448

101.6335 USD



 

Ap29

 

(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

Call Option

Sell Transaction

20

105.0000 USD

American

2023-May-19

0.1500 USD

Common

Call Option

Sell Transaction

4,795

105.0000 USD

American

2023-Jun-16

0.9000 USD

Common

Call Option

Sell Transaction

205

105.0000 USD

American

2023-Jun-16

0.9500 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)

 

 

 

 



 

Ap30

 

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

19 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.



 

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

Call Option

Sold

-5000

120 USD

American

18/08/2023

Common

Put Option

Sold

-15000

90 USD

American

18/08/2023

Common

Put Option

Sold

-18700

80 USD

American

18/08/2023

Common

Put Option

Sold

-42400

85 USD

American

18/08/2023

Common

Put Option

Sold

-68700

100 USD

American

18/08/2023

Common

Put Option

Sold

-210100

95 USD

American

18/08/2023

Common

Put Option

Purchased

4400

60 USD

American

18/08/2023

Common

Call Option

Purchased

11100

105 USD

American

18/08/2023

Common

Call Option

Purchased

50000

115 USD

American

18/08/2023

Common

Call Option

Sold

-12000

100 USD

American

21/07/2023

Common

Put Option

Sold

-280000

105 USD

American

21/07/2023

Common

Put Option

Purchased

100

65 USD

American

21/07/2023

Common

Put Option

Purchased

280000

90 USD

American

21/07/2023

Common

Call Option

Sold

-300000

100 USD

American

16/06/2023

Common

Call Option

Sold

-500000

105 USD

American

16/06/2023

Common

Put Option

Purchased

300000

85 USD

American

16/06/2023

Common

Call Option

Sold

-300

109 USD

American

19/05/2023

Common

Call Option

Sold

-500

111 USD

American

19/05/2023

Common

Call Option

Sold

-4500

105 USD

American

19/05/2023

Common

Call Option

Sold

-5000

115 USD

American

19/05/2023

Common

Call Option

Sold

-8900

110 USD

American

19/05/2023

Common

Put Option

Sold

-9300

95 USD

American

19/05/2023

Common

Put Option

Sold

-10000

105 USD

American

19/05/2023

Common

Call Option

Sold

-10700

95 USD

American

19/05/2023

Common

Call Option

Sold

-20900

100 USD

American

19/05/2023

Common

Put Option

Sold

-30000

85 USD

American

19/05/2023

Common

Put Option

Purchased

200

75 USD

American

19/05/2023

Common

Put Option

Purchased

1900

90 USD

American

19/05/2023

Common

Put Option

Purchased

23800

80 USD

American

19/05/2023

Common

Put Option

Purchased

187500

100 USD

American

19/05/2023

Common

Call Option

Sold

-2000

95 USD

American

26/05/2023

Common

Call Option

Sold

-2800

100 USD

American

26/05/2023

Common

Put Option

Sold

-15000

97 USD

American

26/05/2023

Common

Put Option

Purchased

1000

95 USD

American

26/05/2023

Common

Put Option

Purchased

7500

107 USD

American

26/05/2023

Common

Put Option

Purchased

29600

55 USD

American

17/11/2023

Common

Put Option

Sold

-62500

70 USD

American

19/01/2024

Common

Put Option

Purchased

700

50 USD

American

19/01/2024

 

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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