RNS Number : 7985I

Citadel Group

09 August 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	8 August 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	5,221,890	2.28	0	0.00
(2)   Cash-settled derivatives	0	0.00	0	0.00
(3)   Stock-settled derivatives (including options) and agreements to purchase/ sell	1,554,400	0.67	3,728,800	1.62
Total	6,776,290	2.95	3,728,800	1.62

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	26	102.4700 USD
Common	Buy Transaction	24,860	102.4821 USD
Common	Buy Transaction	25,400	102.5000 USD
Common	Buy Transaction	152	103.1072 USD
Common	Buy Transaction	1,552	103.1153 USD
Common	Buy Transaction	40,000	103.1700 USD
Common	Buy Transaction	246	103.3434 USD
Common	Buy Transaction	200	103.4775 USD
Common	Buy Transaction	19,694	103.6396 USD
Common	Buy Transaction	95,853	103.6492 USD
Common	Buy Transaction	37,095	103.6605 USD
Common	Buy Transaction	36,140	104.0346 USD
Common	Sell Transaction	117	102.5354 USD
Common	Sell Transaction	200	102.6000 USD
Common	Sell Transaction	200	102.6050 USD
Common	Sell Transaction	2,500	102.6418 USD
Common	Sell Transaction	5,000	103.0027 USD
Common	Sell Transaction	5,000	103.0417 USD
Common	Sell Transaction	15,000	103.5015 USD
Common	Sell Transaction	5,135	103.5277 USD
Common	Sell Transaction	4	103.9900 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	2,349	95.0000 USD	American	2023-Aug-18	0.1000 USD
Common	Put Option	Buy Transaction	162	95.0000 USD	American	2023-Aug-18	0.1500 USD
Common	Put Option	Buy Transaction	10	100.0000 USD	American	2023-Aug-18	0.2000 USD
Common	Call Option	Buy Transaction	250	105.0000 USD	American	2023-Aug-18	0.3250 USD
Common	Put Option	Buy Transaction	5	100.0000 USD	American	2023-Aug-18	0.4300 USD
Common	Put Option	Buy Transaction	10	100.0000 USD	American	2023-Aug-18	0.4500 USD
Common	Put Option	Buy Transaction	55	100.0000 USD	American	2023-Aug-18	0.5000 USD
Common	Put Option	Buy Transaction	100	103.0000 USD	American	2023-Aug-18	0.5000 USD
Common	Put Option	Buy Transaction	18	100.0000 USD	American	2023-Aug-18	0.5200 USD
Common	Put Option	Buy Transaction	9	100.0000 USD	American	2023-Aug-18	0.5300 USD
Common	Put Option	Buy Transaction	17	100.0000 USD	American	2023-Aug-18	0.5400 USD
Common	Put Option	Buy Transaction	375	100.0000 USD	American	2023-Aug-18	0.5500 USD
Common	Put Option	Buy Transaction	68	100.0000 USD	American	2023-Aug-18	0.5600 USD
Common	Put Option	Buy Transaction	7	100.0000 USD	American	2023-Aug-18	0.5700 USD
Common	Put Option	Buy Transaction	12	100.0000 USD	American	2023-Aug-18	0.5800 USD
Common	Put Option	Buy Transaction	143	100.0000 USD	American	2023-Aug-18	0.6000 USD
Common	Call Option	Buy Transaction	2	105.0000 USD	American	2023-Aug-18	0.7000 USD
Common	Call Option	Buy Transaction	500	115.0000 USD	American	2024-Jan-19	1.1500 USD
Common	Put Option	Buy Transaction	540	60.0000 USD	American	2024-Jan-19	1.6000 USD
Common	Put Option	Buy Transaction	24	60.0000 USD	American	2024-Jan-19	1.6500 USD
Common	Put Option	Buy Transaction	8	60.0000 USD	American	2024-Jan-19	1.8000 USD
Common	Call Option	Sell Transaction	500	120.0000 USD	American	2024-Jan-19	0.0500 USD
Common	Call Option	Sell Transaction	4	104.0000 USD	American	2023-Aug-11	0.3500 USD
Common	Call Option	Sell Transaction	5	104.0000 USD	American	2023-Aug-18	0.4300 USD
Common	Call Option	Sell Transaction	482	105.0000 USD	American	2023-Aug-18	0.4500 USD
Common	Call Option	Sell Transaction	800	104.0000 USD	American	2023-Aug-11	0.5000 USD
Common	Call Option	Sell Transaction	47	104.0000 USD	American	2023-Aug-18	0.5000 USD
Common	Call Option	Sell Transaction	8	104.0000 USD	American	2023-Aug-18	0.5200 USD
Common	Call Option	Sell Transaction	21	104.0000 USD	American	2023-Aug-18	0.5300 USD
Common	Call Option	Sell Transaction	6	104.0000 USD	American	2023-Aug-18	0.5400 USD
Common	Call Option	Sell Transaction	385	104.0000 USD	American	2023-Aug-18	0.5500 USD
Common	Call Option	Sell Transaction	37	104.0000 USD	American	2023-Aug-18	0.5600 USD
Common	Call Option	Sell Transaction	5	104.0000 USD	American	2023-Aug-18	0.5700 USD
Common	Call Option	Sell Transaction	19	104.0000 USD	American	2023-Aug-18	0.5800 USD
Common	Call Option	Sell Transaction	1	104.0000 USD	American	2023-Aug-18	0.5900 USD
Common	Call Option	Sell Transaction	175	104.0000 USD	American	2023-Aug-18	0.6000 USD
Common	Call Option	Sell Transaction	10	104.0000 USD	American	2023-Aug-18	0.6200 USD
Common	Call Option	Sell Transaction	17	104.0000 USD	American	2023-Aug-18	0.7500 USD
Common	Call Option	Sell Transaction	150	105.0000 USD	American	2023-Aug-18	0.8000 USD
Common	Call Option	Sell Transaction	1	104.0000 USD	American	2023-Aug-18	0.8000 USD
Common	Put Option	Sell Transaction	738	104.0000 USD	American	2023-Aug-18	0.8500 USD
Common	Put Option	Sell Transaction	500	70.0000 USD	American	2024-Jan-19	3.4000 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	9 August 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	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	-59,100	80.0 USD	American	18/08/2023
Common	Put Option	Purchased	-10,000	103.0 USD	American	18/08/2023
Common	Put Option	Purchased	-65,100	85.0 USD	American	18/08/2023
Common	Put Option	Purchased	-100	55.0 USD	American	19/01/2024
Common	Put Option	Purchased	-12,900	70.0 USD	American	19/01/2024
Common	Put Option	Purchased	-200,000	75.0 USD	American	17/11/2023
Common	Put Option	Purchased	-958,900	100.0 USD	American	19/01/2024
Common	Call Option	Purchased	2,800	115.0 USD	American	19/01/2024
Common	Put Option	Purchased	-26,000	90.0 USD	American	18/08/2023
Common	Put Option	Purchased	-400	70.0 USD	American	18/08/2023
Common	Put Option	Purchased	-2,700	100.0 USD	American	18/08/2023
Common	Call Option	Sold	-100	120.0 USD	American	15/12/2023
Common	Call Option	Sold	-2,300	120.0 USD	American	15/09/2023
Common	Call Option	Sold	-983,300	105.0 USD	American	18/08/2023
Common	Put Option	Sold	831,900	95.0 USD	American	18/08/2023
Common	Call Option	Sold	-73,700	104.0 USD	American	18/08/2023
Common	Put Option	Sold	52,000	55.0 USD	American	15/09/2023
Common	Call Option	Sold	-200,000	110.0 USD	American	20/10/2023
Common	Put Option	Sold	32,800	55.0 USD	American	17/11/2023
Common	Call Option	Sold	-5,000	120.0 USD	American	18/08/2023
Common	Put Option	Sold	700	50.0 USD	American	19/01/2024
Common	Put Option	Sold	73,800	104.0 USD	American	18/08/2023
Common	Call Option	Sold	-10,900	115.0 USD	American	17/01/2025
Common	Call Option	Sold	-900	115.0 USD	American	15/03/2024
Common	Put Option	Sold	442,800	60.0 USD	American	19/01/2024
Common	Put Option	Sold	700	60.0 USD	American	17/11/2023
Common	Put Option	Sold	62,500	90.0 USD	American	19/01/2024
Common	Call Option	Sold	-707,000	110.0 USD	American	18/08/2023
Common	Put Option	Sold	4,400	60.0 USD	American	18/08/2023
Common	Call Option	Sold	-80,400	104.0 USD	American	11/08/2023
Common	Call Option	Sold	-50,000	120.0 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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