RNS Number : 1559M

Citadel Group

12 September 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	11 September 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	4,082,171	1.78	0	0.00
(2)   Cash-settled derivatives	525,395	0.22	0	0.00
(3)   Stock-settled derivatives (including options) and agreements to purchase/ sell	600,900	0.26	2,296,200	1.00
Total	5,208,466	2.27	2,296,200	1.00

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	43,902	113.9929 USD
Common	Buy Transaction	8,176	114.7980 USD
Common	Buy Transaction	91,824	114.8314 USD
Common	Buy Transaction	8,706	114.8394 USD
Common	Buy Transaction	25,000	114.8604 USD
Common	Buy Transaction	313	115.0209 USD
Common	Buy Transaction	559	115.2670 USD
Common	Buy Transaction	426	115.3159 USD
Common	Buy Transaction	2,056	115.3767 USD
Common	Buy Transaction	1,102	115.3809 USD
Common	Buy Transaction	10,832	115.3860 USD
Common	Buy Transaction	15,163	115.4026 USD
Common	Buy Transaction	13	115.4258 USD
Common	Buy Transaction	40	115.4382 USD
Common	Buy Transaction	15	115.4480 USD
Common	Sell Transaction	4	114.8000 USD
Common	Sell Transaction	3	114.9000 USD
Common	Sell Transaction	147	114.9284 USD
Common	Sell Transaction	168	115.1748 USD
Common	Sell Transaction	73,402	115.2510 USD
Common	Sell Transaction	200	115.3350 USD
Common	Sell Transaction	597	115.3656 USD
Common	Sell Transaction	4	115.3700 USD
Common	Sell Transaction	675	115.3748 USD
Common	Sell Transaction	512,000	115.3818 USD
Common	Sell Transaction	200	115.4200 USD
Common	Sell Transaction	88,000	115.4302 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	115.0000 USD	American	2023-Sep-15	0.0500 USD
Common	Put Option	Buy Transaction	1,007	115.0000 USD	American	2023-Sep-15	0.1000 USD
Common	Put Option	Buy Transaction	1,686	115.0000 USD	American	2023-Sep-15	0.2000 USD
Common	Put Option	Buy Transaction	9	115.0000 USD	American	2023-Sep-15	0.7000 USD
Common	Put Option	Buy Transaction	100	115.0000 USD	American	2023-Sep-15	0.7200 USD
Common	Put Option	Buy Transaction	250	115.0000 USD	American	2023-Sep-15	0.7400 USD
Common	Put Option	Buy Transaction	304	115.0000 USD	American	2023-Sep-15	0.7500 USD
Common	Put Option	Buy Transaction	50	115.0000 USD	American	2023-Sep-15	0.7600 USD
Common	Put Option	Buy Transaction	366	115.0000 USD	American	2023-Sep-15	0.7700 USD
Common	Call Option	Sell Transaction	9	115.0000 USD	American	2023-Sep-15	0.4000 USD
Common	Call Option	Sell Transaction	100	115.0000 USD	American	2023-Sep-15	0.4200 USD
Common	Call Option	Sell Transaction	250	115.0000 USD	American	2023-Sep-15	0.4400 USD
Common	Call Option	Sell Transaction	304	115.0000 USD	American	2023-Sep-15	0.4500 USD
Common	Call Option	Sell Transaction	50	115.0000 USD	American	2023-Sep-15	0.4600 USD
Common	Call Option	Sell Transaction	366	115.0000 USD	American	2023-Sep-15	0.4700 USD
Common	Put Option	Sell Transaction	1,237	115.0000 USD	American	2023-Sep-15	0.6000 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	12 September 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	-200,000	75.0 USD	American	17/11/2023
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	-253,700	115.0 USD	American	15/09/2023
Common	Put Option	Purchased	-5,000	90.0 USD	American	15/09/2023
Common	Put Option	Purchased	-3,800	100.0 USD	American	17/11/2023
Common	Put Option	Purchased	-1,500	90.0 USD	American	17/11/2023
Common	Put Option	Purchased	-280,000	80.0 USD	American	15/12/2023
Common	Call Option	Sold	-50,000	120.0 USD	American	19/01/2024
Common	Put Option	Sold	52,000	55.0 USD	American	15/09/2023
Common	Call Option	Sold	-2,300	120.0 USD	American	15/09/2023
Common	Call Option	Sold	-10,900	115.0 USD	American	17/01/2025
Common	Put Option	Sold	9,400	95.0 USD	American	17/11/2023
Common	Put Option	Sold	442,800	60.0 USD	American	19/01/2024
Common	Put Option	Sold	700	50.0 USD	American	19/01/2024
Common	Call Option	Sold	-307,900	115.0 USD	American	15/09/2023
Common	Call Option	Sold	-200,000	110.0 USD	American	20/10/2023
Common	Call Option	Sold	-900	115.0 USD	American	15/03/2024
Common	Call Option	Sold	-250,000	110.0 USD	American	15/09/2023
Common	Put Option	Sold	32,800	55.0 USD	American	17/11/2023
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	-100,000	110.0 USD	American	19/01/2024
Common	Call Option	Sold	-352,000	115.0 USD	American	19/01/2024
Common	Call Option	Sold	-87,800	115.0 USD	American	15/12/2023
Common	Call Option	Sold	-30,000	105.0 USD	American	15/09/2023
Common	Call Option	Sold	-147,400	120.0 USD	American	15/12/2023

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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