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FORM 8.3
IRISH TAKEOVER PANEL
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 | P. Schoenfeld Asset Management LP |
| (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. | |
| (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) | |
| (e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure | 11 July 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” | NO If YES, specify which: |
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) | $0.0001 ordinary shares | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled | 1,069,768 | 0.47 | ||
| (2) Cash-settled derivatives | 592,187 | 0.26 | ||
| (3) Stock-settled derivatives (including options) and agreements to purchase/ sell | 2,397,000 | 1.04 | 4,892,100 | 2.13 |
| Total | 4,058,955 | 1.77 | 4,892,100 | 2.13 |
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) |
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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 |
| $0.0001 ordinary | Call Option | Selling | 92,100 | $115.00 | American | Aug 2023 | .1968 |
| $0.0001 ordinary | Call Option | Purchased | 92,100 | $110.00 | American | Aug 2023 | .927 |
(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” |
(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. |
(c) Attachments
| Is a Supplemental Form 8 attached? | NO |
| Date of disclosure | 12 July 2023 |
| Contact name | Alan Chan |
| Telephone number | +1-212-649-9519 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
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NOTES ON FORM 8.3
1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules.
2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.
3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.
5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.
6. See Rule 2.5(d) of Part A of the Rules.
7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
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.
