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 |
26 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 |
Common Stock ISIN IE00BQPVQZ61 |
|||
| |
Interests |
Short positions |
||
| Number |
% |
Number |
% |
|
| (1) Relevant securities owned and/or controlled |
4,461,687 |
1.95 |
130,973 |
0.05 |
| (2) Cash-settled derivatives |
0 |
0.00 |
0 |
0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/ sell |
1,612,500 |
0.70 |
1,479,500 |
0.64 |
| Total |
6,074,187 |
2.65 |
1,610,473 |
0.70 |
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 |
| Common |
Buy Transaction |
105 |
102.0600 USD |
| Common |
Buy Transaction |
202 |
102.0941 USD |
| Common |
Buy Transaction |
889 |
102.1342 USD |
| Common |
Buy Transaction |
280 |
102.2507 USD |
| Common |
Buy Transaction |
181 |
102.2509 USD |
| Common |
Buy Transaction |
39,045 |
102.4616 USD |
| Common |
Buy Transaction |
50,000 |
102.4981 USD |
| Common |
Sell Transaction |
100 |
102.1200 USD |
| Common |
Sell Transaction |
11 |
102.2000 USD |
| Common |
Sell Transaction |
37 |
102.2251 USD |
| Common |
Sell Transaction |
40 |
102.2387 USD |
| Common |
Sell Transaction |
21 |
102.2443 USD |
| Common |
Sell Transaction |
3 |
102.3033 USD |
| Common |
Sell Transaction |
300 |
102.3367 USD |
| Common |
Sell Transaction |
250 |
102.3480 USD |
| Common |
Sell Transaction |
5,665 |
102.3950 USD |
| Common |
Sell Transaction |
1,216 |
102.3964 USD |
| Common |
Sell Transaction |
2,377 |
102.4033 USD |
| Common |
Sell Transaction |
1,113 |
102.4034 USD |
| Common |
Sell Transaction |
237 |
102.4037 USD |
| Common |
Sell Transaction |
468 |
102.4091 USD |
| Common |
Sell Transaction |
89 |
102.4124 USD |
| Common |
Sell Transaction |
420 |
102.4171 USD |
| Common |
Sell Transaction |
1,430 |
102.4253 USD |
| Common |
Sell Transaction |
310 |
102.4260 USD |
| Common |
Sell Transaction |
484 |
102.4268 USD |
| Common |
Sell Transaction |
25 |
102.4274 USD |
| Common |
Sell Transaction |
617 |
102.4281 USD |
| Common |
Sell Transaction |
129 |
102.4291 USD |
| Common |
Sell Transaction |
177 |
102.4303 USD |
| Common |
Sell Transaction |
115 |
102.4308 USD |
| Common |
Sell Transaction |
12 |
102.4317 USD |
| Common |
Sell Transaction |
70 |
102.4384 USD |
| Common |
Sell Transaction |
65 |
102.4464 USD |
| Common |
Sell Transaction |
131 |
102.4468 USD |
| Common |
Sell Transaction |
759 |
102.4473 USD |
| Common |
Sell Transaction |
1,605 |
102.4479 USD |
| Common |
Sell Transaction |
347 |
102.4480 USD |
| Common |
Sell Transaction |
115 |
102.4488 USD |
| Common |
Sell Transaction |
133 |
102.4495 USD |
| Common |
Sell Transaction |
197 |
102.4499 USD |
| Common |
Sell Transaction |
192 |
102.4500 USD |
| Common |
Sell Transaction |
536 |
102.4502 USD |
| Common |
Sell Transaction |
548 |
102.4505 USD |
| Common |
Sell Transaction |
454 |
102.4508 USD |
| Common |
Sell Transaction |
98 |
102.4513 USD |
| Common |
Sell Transaction |
32 |
102.4519 USD |
| Common |
Sell Transaction |
53 |
102.4543 USD |
| Common |
Sell Transaction |
18 |
102.4569 USD |
| Common |
Sell Transaction |
1,136 |
102.4613 USD |
| Common |
Sell Transaction |
349 |
102.4613 USD |
| Common |
Sell Transaction |
248 |
102.4625 USD |
| Common |
Sell Transaction |
60 |
102.4640 USD |
| Common |
Sell Transaction |
172 |
102.4645 USD |
| Common |
Sell Transaction |
143 |
102.4650 USD |
| Common |
Sell Transaction |
37 |
102.4654 USD |
| Common |
Sell Transaction |
63 |
102.4656 USD |
| Common |
Sell Transaction |
267 |
102.4671 USD |
| Common |
Sell Transaction |
661 |
102.4678 USD |
| Common |
Sell Transaction |
778 |
102.4686 USD |
| Common |
Sell Transaction |
143 |
102.4687 USD |
| Common |
Sell Transaction |
286 |
102.4705 USD |
| Common |
Sell Transaction |
171 |
102.4708 USD |
| Common |
Sell Transaction |
6 |
102.4717 USD |
| Common |
Sell Transaction |
15 |
102.4722 USD |
| Common |
Sell Transaction |
223 |
102.4741 USD |
| Common |
Sell Transaction |
1,180 |
102.4745 USD |
| Common |
Sell Transaction |
1,783 |
102.4746 USD |
| Common |
Sell Transaction |
5,419 |
102.4755 USD |
| Common |
Sell Transaction |
32 |
102.4761 USD |
| Common |
Sell Transaction |
644 |
102.4916 USD |
| Common |
Sell Transaction |
477 |
102.4916 USD |
| Common |
Sell Transaction |
99 |
102.4924 USD |
| Common |
Sell Transaction |
163 |
102.4936 USD |
| Common |
Sell Transaction |
272 |
102.4947 USD |
| Common |
Sell Transaction |
47 |
102.5024 USD |
| Common |
Sell Transaction |
216 |
102.5025 USD |
| Common |
Sell Transaction |
137 |
102.5025 USD |
| Common |
Sell Transaction |
6 |
102.5100 USD |
| Common |
Sell Transaction |
105 |
102.5600 USD |
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(b) Cash-settled derivative transactions
| Class of |
Product |
Nature of dealing |
Number of |
Price |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
| Class of |
Product |
Writing, purchasing, selling, varying |
Number |
Exercise |
Type |
Expiry |
Option |
(ii) Exercise
| Class of |
Product |
Exercising/ |
Number of |
Exercise |
(d) Other dealings (including transactions in respect of new securities) (Note 3)
| Class of |
Nature of dealing |
Details |
Price per unit (if |
|
|
|
|
|
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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 |
27 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 |
Citadel Group |
| Name of offeror/offeree in relation |
HORIZON THERAPEUTICS PLC |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
| Class of |
Product |
Written or |
Number of |
Exercise |
Type |
Expiry |
| Common |
Put Option |
Purchased |
-74,700 |
100.0 USD
|
American
|
18/08/2023
|
| Common |
Put Option |
Purchased |
-42,400 |
85.0 USD
|
American
|
18/08/2023
|
| Common |
Put Option |
Purchased |
-18,700 |
80.0 USD
|
American
|
18/08/2023
|
| Common |
Put Option |
Purchased |
-280,000 |
80.0 USD
|
American
|
15/12/2023
|
| Common |
Call Option |
Purchased |
50,000 |
115.0 USD
|
American
|
18/08/2023
|
| Common |
Put Option |
Purchased |
-15,000 |
90.0 USD
|
American
|
18/08/2023
|
| Common |
Put Option |
Purchased |
-62,500 |
70.0 USD
|
American
|
19/01/2024
|
| Common |
Call Option |
Purchased |
11,100 |
105.0 USD
|
American
|
18/08/2023
|
| Common |
Call Option |
Sold |
-5,000 |
120.0 USD
|
American
|
18/08/2023
|
| Common |
Put Option |
Sold |
100 |
65.0 USD
|
American
|
21/07/2023
|
| Common |
Put Option |
Sold |
62,500 |
90.0 USD
|
American
|
19/01/2024
|
| Common |
Put Option |
Sold |
280,000 |
90.0 USD
|
American
|
21/07/2023
|
| Common |
Put Option |
Sold |
779,900 |
95.0 USD
|
American
|
18/08/2023
|
| Common |
Put Option |
Sold |
32,800 |
55.0 USD
|
American
|
17/11/2023
|
| 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 |
Put Option |
Sold |
52,000 |
55.0 USD
|
American
|
15/09/2023
|
| Common |
Put Option |
Sold |
700 |
50.0 USD
|
American
|
19/01/2024
|
| Common |
Put Option |
Sold |
338,300 |
100.0 USD
|
American
|
21/07/2023
|
| Common |
Call Option |
Sold |
-269,200 |
105.0 USD
|
American
|
21/07/2023
|
| Common |
Put Option |
Sold |
700 |
60.0 USD
|
American
|
17/11/2023
|
| Common |
Call Option |
Sold |
-700,000 |
110.0 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.