RNS Number : 8467C

Citadel Group

15 June 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	14 June 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	4,770,859	2.08	885,000	0.38
(2)   Cash-settled derivatives	0	0.00	0	0.00
(3)   Stock-settled derivatives (including options) and agreements to purchase/ sell	1,704,400	0.74	1,557,500	0.68
Total	6,475,259	2.83	2,442,500	1.06

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	38	99.8797 USD
Common	Buy Transaction	3,228	99.9339 USD
Common	Buy Transaction	149	99.9449 USD
Common	Buy Transaction	356	99.9449 USD
Common	Buy Transaction	69	99.9450 USD
Common	Buy Transaction	244	100.0412 USD
Common	Buy Transaction	10,139	100.1643 USD
Common	Buy Transaction	534	100.4319 USD
Common	Buy Transaction	1,426	100.4319 USD
Common	Buy Transaction	310	100.4328 USD
Common	Buy Transaction	300	100.4467 USD
Common	Buy Transaction	311	100.4627 USD
Common	Buy Transaction	1,511	100.4628 USD
Common	Buy Transaction	578	100.4635 USD
Common	Buy Transaction	438	100.4648 USD
Common	Buy Transaction	174	100.4662 USD
Common	Buy Transaction	94	100.4696 USD
Common	Buy Transaction	1,130	100.4794 USD
Common	Buy Transaction	5,532	100.4825 USD
Common	Buy Transaction	2,113	100.4851 USD
Common	Buy Transaction	298	100.4864 USD
Common	Buy Transaction	300	100.4867 USD
Common	Buy Transaction	388	100.4903 USD
Common	Buy Transaction	1,910	100.4910 USD
Common	Buy Transaction	742	100.4912 USD
Common	Buy Transaction	316	100.4949 USD
Common	Buy Transaction	1,542	100.4986 USD
Common	Buy Transaction	590	100.5024 USD
Common	Buy Transaction	88	100.5066 USD
Common	Buy Transaction	438	100.5070 USD
Common	Buy Transaction	174	100.5077 USD
Common	Buy Transaction	100	100.5200 USD
Common	Buy Transaction	116	100.5233 USD
Common	Buy Transaction	567	100.5244 USD
Common	Buy Transaction	217	100.5251 USD
Common	Buy Transaction	200	100.5300 USD
Common	Buy Transaction	1,084	100.5404 USD
Common	Buy Transaction	5,272	100.5415 USD
Common	Buy Transaction	2,025	100.5420 USD
Common	Buy Transaction	50	100.5909 USD
Common	Buy Transaction	251	100.5925 USD
Common	Buy Transaction	99	100.5934 USD
Common	Buy Transaction	130	100.5968 USD
Common	Buy Transaction	607	100.6017 USD
Common	Buy Transaction	230	100.6051 USD
Common	Buy Transaction	99	100.6084 USD
Common	Buy Transaction	494	100.6097 USD
Common	Buy Transaction	190	100.6107 USD
Common	Sell Transaction	37	99.9800 USD
Common	Sell Transaction	506	100.0797 USD
Common	Sell Transaction	205	100.2093 USD
Common	Sell Transaction	208	100.4031 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	9,000	105.0000 USD	American	2023-Jun-16	4.5500 USD
Common	Put Option	Sell Transaction	9,000	110.0000 USD	American	2023-Jun-16	9.5500 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)
Common	Put Option	Exercised against	8,209	110.0000 USD
Common	Put Option	Exercising	8,850	105.0000 USD

(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	15 June 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	Purchased	-15,000	105.0 USD	American	16/06/2023
Common	Put Option	Purchased	-18,700	80.0 USD	American	18/08/2023
Common	Put Option	Purchased	-62,500	70.0 USD	American	19/01/2024
Common	Call Option	Purchased	50,000	115.0 USD	American	18/08/2023
Common	Put Option	Purchased	-280,000	80.0 USD	American	15/12/2023
Common	Put Option	Purchased	-42,400	85.0 USD	American	18/08/2023
Common	Put Option	Purchased	-15,000	90.0 USD	American	18/08/2023
Common	Put Option	Purchased	-74,700	100.0 USD	American	18/08/2023
Common	Put Option	Purchased	-220,100	95.0 USD	American	18/08/2023
Common	Call Option	Purchased	11,100	105.0 USD	American	18/08/2023
Common	Put Option	Sold	700	50.0 USD	American	19/01/2024
Common	Put Option	Sold	300,000	85.0 USD	American	16/06/2023
Common	Put Option	Sold	10,000	100.0 USD	American	16/06/2023
Common	Put Option	Sold	52,000	55.0 USD	American	15/09/2023
Common	Put Option	Sold	700	60.0 USD	American	17/11/2023
Common	Call Option	Sold	-5,000	120.0 USD	American	18/08/2023
Common	Call Option	Sold	-10,000	101.0 USD	American	16/06/2023
Common	Put Option	Sold	4,400	60.0 USD	American	18/08/2023
Common	Call Option	Sold	-12,000	100.0 USD	American	21/07/2023
Common	Call Option	Sold	-2,000	115.0 USD	American	16/06/2023
Common	Put Option	Sold	100	75.0 USD	American	16/06/2023
Common	Put Option	Sold	32,800	55.0 USD	American	17/11/2023
Common	Call Option	Sold	-100	110.0 USD	American	16/06/2023
Common	Put Option	Sold	280,000	90.0 USD	American	21/07/2023
Common	Put Option	Sold	900,000	110.0 USD	American	16/06/2023
Common	Call Option	Sold	-300,000	100.0 USD	American	16/06/2023
Common	Put Option	Sold	100	65.0 USD	American	21/07/2023
Common	Call Option	Sold	-500,000	105.0 USD	American	16/06/2023
Common	Put Option	Sold	62,500	90.0 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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